5. EARLY POSSESSION: Tenant is entitled to possession of the Premises on N/A. If Tenant is in possession prior to the Commencement Date, during this time (i) Tenant is not obligated to pay Base Rent, and (ii) Tenant is is not obligated to pay Rent...

EXHIBIT 10.1

[LOGO-CA Assoc. of Realtors] COMMERCIAL LEASE AGREEMENT
(C.A.R. Form CL, Revised 10/01)

Date (For reference only):_______________
Xxxx X. XxXxxxxxx and Xxxxxx X. Xxxx ("Landlord") and Microtel International
Incorporated ("Tenant") agree as follows:
1. PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord, the
real property and improvements described as: 000 Xxxxxxxxx Xxxxx, Xxx
Xxxx, XX 000000-0000 ("Premises"), which compromise approximately 100%
of the total square footage of rentable space in the entire property.
See Exhibit A for a further description of the Premises.
2. TERM: The term shall be for 7 years and 0 months, beginning on (date)
July 1, 2004 ("Commence Date").
(Check A or B):
[X] A. Lease: and shall terminate on (date) June 30, 2011 at Midnight
AM PM. Any holding over after the term of this agreement
expires, with Landlord's consent, shall create a
month-to-month tenancy that either party may terminate as
specified in paragraph 2B. Rent shall be at a rate equal to
the rent for the immediately preceding month, payable in
advance. All other terms and conditions of this agreement
shall remain in full force and effect.

[ ] B. Month-to-month: and continues as a month-to-month tenancy.
Either party may terminate the tenancy by giving written
notice to the other at least 30 days prior to the intended
termination date, subject to any applicable local laws. Such
notice may be given on any date.

[X] C. RENEWAL OR EXTENSION TERMS: See attached addendum Exhibit B.
3: BASE RENT:
A. Tenant agrees to pay Base Rent at the rate of (CHECK ONE
ONLY:)
[ ] (1) $__________ per month, for the term of the agreement.
[ ] (2) $__________ per month, for the first 12 months of the
agreement. Commencing with the 13th month, and upon expiration
of each 12 months thereafter, rent shall be adjusted according
to any increase in the U.S. Consumer Price Index of the Bureau
of Labor Statistics of the Department of Labor for All Urban
Consumers ("CPI") for ________________________ (the city
nearest the location of the Premises), based on the following
formula: Base Rent will be multiplied by the most current CPI
preceding the first calendar month during which the adjustment
is to take effect, and divided by the most recent CPI
preceding the Commencement Date. In no event shall any
adjusted Base Rent be less than the Base Rent for the month
immediately preceding the adjustment. If the CPI is no longer
published, then the adjustment to Base Rent shall be based on
an alternate index that most closely reflects the CPI.
[ ] (3) $__________ per month for the period commencing __________ and
ending __________ and $__________ per month for the period
commencing __________ and ending __________ and $__________
per month for the period commencing __________ and ending
__________.
[ ] (4) In accordance with the attached rent schedule.
[X] (5) Other: Specified in Exhibit C.
B. Base Rent is payable in advance on the 1st (or _____) day of
each calendar month, and is delinquent on the next day.
C. If Commencement Date falls on any day other than the first day
of the month, Base Rent for the first calendar month shall be
prorated based on a 30-day period. If Tenant has paid one full
month's Base Rent in advance of Commencement Date, Base Rent
for the second calendar month shall be prorated based on a
30-day period.
4. RENT:
A. Definition: ("Rent") shall mean all monetary obligations of
Tenant to Landlord under the terms of this agreement, except
security deposit.
B. Payment: Rent shall be paid to (Name) Xxxx X. XxXxxxxxx and
Xxxxxx X. Xxxx, at (address) 000 Xxxxxxx Xxxxxx, Xxxxx Xxxx,
XX 00000, or at any other location specified by Landlord in
writing to Tenant.
C. Timing: Base Rent shall be paid as specified in paragraph 3.
All other Rent shall be paid within 30 days after Tenant is
billed by Landlord.

Landlord and Tenant acknowledge receipt of
a copy of this page.
Landlord's initials ( NCM by WPY ) ( WPY )
Tenant's initials ( CTO ) (_____)
--------------------------------------------
Reviewed by
Broker of Designee __________ Date__________
--------------------------------------------
Commercial Lease Agreement (CL-11 Page 1 of 8)

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

5. EARLY POSSESSION: Tenant is entitled to possession of the Premises on
N/A. If Tenant is in possession prior to the Commencement Date, during
this time (i) Tenant is not obligated to pay Base Rent, and (ii) Tenant
is is not obligated to pay Rent other than Base Rent. Whether or not
Tenant is obligated to pay Rent prior to Commencement Date, Tenant is
obligated to comply with all other terms of this agreement.
6. SECURITY DEPOSIT:
A. Tenant agrees to pay Landlord $35,000.00 as a security
deposit. Tenant agrees not to hold Broker responsible for its
return.
(IF CHECKED:) [ ] If Base Rent increases during the term of
this agreement, Tenant agrees to increase security deposit by
the same portion as the increase in Base Rent.
B. All or any portion of the security deposit may be used, as
reasonably necessary, to: (i) cure Tenant's default in payment
of Rent, late charges, non-sufficient funds ("NSF") fees, or
other sums due; (ii) repair damage, excluding ordinary wear
and tear, caused by Tenant or by a guest or licensee of
Tenant; (iii) broom clean the Premises, if necessary, upon
termination of tenancy; and (iv) cover any other unfulfilled
obligation of Tenant. SECURITY DEPOSIT SHALL NOT BE USED BY
TENANT IN LIEU OF PAYMENT OF LAST MONTH'S RENT. If all or any
portion of the security deposit is used during the tenancy,
Tenant agrees to reinstate the total security deposit within 5
days after written notice is delivered to Tenant. Within 30
days after Landlord receives possession of the Premises,
Landlord shall: (i) furnish Tenant and itemized statement
indicating the amount of any security deposit received and the
basis for its disposition, and (ii) return any remain portion
of security deposit to Tenant. However, if the Landlord's only
claim upon the security deposit is for unpaid Rent, then the
remain portion of the security deposit, after deduction of
unpaid Rent, shall be returned within 14 days after the
Landlord receives possession.
C. No interest will be paid on security deposit, unless required
by local ordinance.
7. PAYMENTS: PAYMENT BALANCE
TOTAL DUE RECEIVED DUE DUE DATE
--------- -------- --- --------
A. Rent From July 1 $27,000.00/ $__________ $__________ July 1
To July 31 month
B. Security Deposit $35,000.00 $__________ $__________ July 1
C. Other: Taxes, Insurance
& Maintenance Category $____________ $__________ $__________ as incurred
D. Other: Late Payment
of Security Deposit
Category $100.00/day $__________ $__________ July 1
E. Total: $____________ $__________ $__________

8. PARKING: Tenant is entitled to 45 unreserved and N/A reserved vehicle
parking spaces. The right to parking |X| is [ ] is not included in the
Base Rent charged pursuant to paragraph 3. If not included in the Base
Rent, the parking rental fee shall be an additional $ N/A per month.
Parking space(s) are to be used for parking operable motor vehicles,
except for trailers, boats, campers, buses or trucks (other than
pick-up trucks). Tenant shall park in assigned space(s) only. Parking
space(s) are to be kept clean. Vehicles leaking oil, gas or other motor
vehicle fluids shall not be parked in parking spaces or on the
Premises. Mechanical work or storage of inoperable vehicles is not
allowed in parking space(s) or elsewhere on the Premises. No overnight
parking is permitted.
9. ADDITIONAL STORAGE: Storage is permitted as follows: N/A.
The right to additional storage space is is not included in the Base
Rent charged pursuant to paragraph 3. If not included in Base rent,
storage space shall be an additional $ N/A per month. Tenant shall
store only personal property that Tenant owns, and shall not store
property that is claimed by another, or in which another has any right,
title, or interest. Tenant shall not store any improperly packaged food
or perishable goods, flammable materials, explosives, or other
dangerous or hazardous material. Tenant shall pay for, and be
responsible for, the clean-up of any contamination caused by Tenant's
use of the storage area.
10. LATE CHARGE; INTEREST; NSF CHECKS: Tenant acknowledges that either late
payment of Rent or issuance of a NSF check may cause Landlord to incur
costs and expenses, the exact amount of which are extremely difficult
and impractical to determine. These costs my include, but are not
limited to, processing, enforcement and accounting expenses, and late
charges imposed on Landlord. If any installment of Rent due from Tenant
is not received by Landlord within 10 calendar days after date due, or
if a check is returned NSF, Tenant shall pay to Landlord, respectively,
$ 50 as late charge, plus 10%

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

interest per annum on the delinquent amount and $100.00 as a NSF fee,
any of which shall be deemed additional Rent. Landlord and Tenant agree
that these charges represent a fair and reasonable estimate of the
costs Landlord may incur by reason of Tenant's late or NSF payment. Any
late charge, delinquent interest, or NSF fee due shall be paid with the
current installment of Rent. Landlord's acceptance of any late change
or NSF fee shall not constitute a waiver as to any default of Tenant.
Landlord's right to collect a Late Charge or NSF fee shall not be
deemed an extension of the date Rent is due under paragraph 4, or
prevent Landlord from exercising any other rights and remedies under
this agreement, and as provided by law.
11. CONDITION OF PREMISES: Tenant has examined the Premises and
acknowledges that Premise is clean and in operative condition, with the
following exceptions:_________________________________________________.
Items listed as exceptions shall be dealt with in the following
manner:_______________________________________________________________.

______________________________________________________________________.
12. ZONING AND LAND USE: Tenant accepts the Premises subject to all local,
state and federal laws, regulations and ordinances ("Laws"). Landlord
makes no representations or warranty that Premises are now or in the
future will be suitable for Tenant's use. Tenant has made it own
investigation regarding all applicable Laws.
13. TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and
services directly billed to Tenant____________________________________.
14. PROPERTY OPERATING EXPENSES:
A. Tenant agrees to pay its proportionate share of Landlord's
estimated monthly property operating expenses, including but
not limited to, common area maintenance, consolidated utility
and service bills, insurance, and real estate taxes, based on
the ratio of the square footage of the Premises to the total
square footage of the rentable space in the entire property.
100% of space .
OR B. [ ] (If checked) Paragraph 14 does not apply.
15. USE: The Premises are for the sole use as LIGHT MANUFACTURING/
TELECOMMUNICATIONS EQUIPMENT . No other use is permitted without
Landlord's prior written consent. If any use by tenant causes an
increase in the premium on Landlord's existing property insurance,
Tenant shall pay for the increased cost. Tenant will comply with all
Laws affecting its use of the Premises.
16. RULES/REGULATIONS: Tenant agrees to comply with all rules and
regulations of Landlord (and, if applicable, Owner's Association) that
are at any time posted on the Premises or delivered to Tenant. Tenant
shall not, and shall ensure that guests and licenses of Tenant do not,
disturb, annoy, endanger, or interfere with other tenants of the
building or neighbors, or use the Premises for any unlawful purposes,
including, but not limited to, using, manufacturing, selling, storing,
or transporting illicit drugs or other contraband, or violate any law
or ordinance, or committing a waste or nuisance on or about the
Premises.
17. MAINTENANCE:
A. Tenant OR [ ] (if checked, Landlord) shall professionally
maintain the Premises including heating, air conditioning,
electrical, plumbing and water systems, if any, and keep
glass, windows and doors in operable and safe condition.
Unless Landlord is checked, if Tenant fails to maintain the
Premises, Landlord may contract for or perform such
maintenance, and charge Tenant for Landlord's cost.
B. Landlord OR [ ] (if checked, Tenant) shall maintain the roof,
foundation, exterior walls, common areas and PARKING LOT .
18. ALTERATIONS: Tenant shall not make any alterations in or about the
Premises, including installation of trade fixtures and signs, without
Landlord's prior written consent, which shall not be unreasonably
withheld. Any alterations to the Premises shall be done according to
Law and with required permits. Tenant shall give Landlord advance
notice of the commencement date of any planned alteration, so that
Landlord, at its option, may post a Notice of Non-Responsibility to
prevent potential liens against Landlord's interest in the Premises.
Landlord may also require Tenant to provide Landlord with lien releases
from any contractor performing work on the Premises.
19. GOVERNMENT IMPOSED ALTERATIONS. Any alterations required by Law as a
result of Tenant's use shall be Tenant's responsibility. Landlord shall
be responsible for any other alterations required by Law.
20. ENTRY: Tenant shall make Premises available to Landlord or Landlord's
agent for the purpose of entering to make inspections, necessary or
agreed repairs, alterations, or improvements, or to supply necessary or
agreed services, or to show Premises to prospective or actual
purchasers, tenants, mortgagees, lenders, appraisers, or contractors.
Landlord and Tenant agree that 24 hours notice (oral or written) shall

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

be reasonable and sufficient notice. In an emergency, Landlord or
Landlord's representative may enter Premises at any time without prior
notice.
21. SIGNS: Tenant authorizes Landlord to place a FOR SALE sign o the
Premises at any time, and a FOR LEASE sign on the Premises within the
90 (or [ ] _________________) day period preceding the termination of
the agreement.
22. SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all or any
part of Premises, or assign or transfer this agreement or any interest
in it, without the prior written consent of Landlord, which shall not
be unreasonably withheld. Unless such consent is obtained, any
subletting, assignment, transfer, or encumbrance of the Premises,
agreement, or tenancy, by voluntary act of Tenant, operation of law, or
otherwise, shall be null and void, and at the option of Landlord,
terminate this agreement. Any proposed sublessee, assignee, or
transferee shall submit to Landlord an application and credit
information for Landlord's approval, and, if approved, sign a separate
written agreement with Landlord and Tenant. Landlord's consent to any
one sublease, assignment, or transfer, shall not be construed as
consent to any subsequent sublease, assignment or transfer, and does
not release Tenant of Tenant's obligation under this agreement.
23. POSSESSION: If Landlord is unable to deliver possession of Premises on
Commencement date, such date shall be extended to the date on which
possession is made available to Tenant. However, the expiration date
shall remain the same as specified in paragraph 2. If Landlord is
unable to deliver possession within 60 (or [ ] ____________) calendar
days after agreed Commencement Date, Tenant may terminate this
agreement by giving written notice to Landlord, and shall be refunded
all Rent and security deposit paid.
24. TENANT'S OBLIGATIONS UPON VACATING PREMISES: Upon termination of
agreement, Tenant shall: (i) give Landlord all copies of all keys or
opening devices to Premises, including any common areas; (ii) vacate
Premises and surrender it to Landlord empty of all persons and personal
property; (iii) vacate all parking and storage spaces; (iv) deliver
Premises to Landlord in the same condition as referenced in paragraph
11; (v) clean Premises; (vi) give written notice to Landlord of
Tenant's forwarding address; and, (vii)
______________________________________________________________________.
All improvements installed by Tenant, with or without Landlord's
consent, become the property of Landlord upon termination. Landlord may
nevertheless require Tenant to remove any such improvement that did not
exist at the time possession was made available to Tenant.
25. BREACH OF CONTRACT/EARLY TERMINATION: In event Tenant, prior to
expiration of this agreement, breaches any obligation in this
agreement, abandons the premises, or gives notice of tenant's intent to
terminate this tenancy prior to its expiration, in addition to any
obligations established by paragraph 24, Tenant shall also be
responsible for lost rent, rental commissions, advertising expenses,
and painting costs necessary to ready Premises for re-rental. Landlord
may also recover from Tenant: (i) the worth, at the time of award, of
the unpaid Rent that had been earned at the time of termination; (ii)
the worth, at the time of award, of the amount by which the unpaid Rent
that would have bee earned after expiration until the time of award
exceeds the amount of such rental loss the Tenant proves could have
been reasonably avoided; and (iii) the worth, at the time of award, of
the amount by which the unpaid Rent for the balance of the term after
the time of the award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided. Landlord may elect to
continue the tenancy in effect for so long as Landlord does not
terminate Tenant's right to possession, by either written notice of
termination of possession or by reletting the Premises to another who
takes possession, and Landlord may enforce all Landlord's rights and
remedies under this agreement, including the right to recover the Rent
as it becomes due.
26. DAMAGE TO PREMISES: If, by no fault of Tenant, Premises are totally or
partially damaged or destroyed by fire, earthquake, accident or other
casualty, Landlord shall have the right to restore the Premises by
repair or rebuilding. If Landlord elects to repair or rebuild, and is
able to complete such restoration within 90 days from the date of
damage, subject to terms of this paragraph, this agreement shall remain
in full force and effect. If Landlord is unable to restore the Premises
within this time, or if Landlord elects not to restore, then either
Landlord or Tenant may terminate this agreement by giving the other
written notice. Rent shall be abated as of the date of damage. The
abated amount shall be the current monthly Base Rent prorated on a
30-day basis. If this agreement is not terminated, and the damage is
not repaired, then Rent shall be reduced based on the extent to which
the damage interferes with Tenant's reasonable use of Premises.

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

If damage occurs as a result of an act of Tenant or Tenant's guest,
only Landlord shall have the right of termination, and no reduction in
Rent shall be made.
27. HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or
dispose of any hazardous material on the Premises or the property of
which the Premises are part. However, Tenant is permitted to make use
of such materials that are required to be used in the normal course of
Tenant's business provided that Tenant complies with all applicable
Laws related to the hazardous materials. Tenant is responsible for the
cost of removal and remediation, or any clean-up of any contamination
caused by Tenant.
28. CONDEMNATION: If all or part of the Premises is condemned for public
use, either party may terminate this agreement as of the date
possession is given to the condemner. All condemnation proceeds,
exclusive of those allocated by the condemner to Tenant's relocation
costs and trade fixture, belong to Landlord.
29. INSURANCE: Tenant's personal property, fixtures, equipment, inventory
and vehicles are not insured by Landlord against loss or damage due to
fire, theft, vandalism, rain, water, criminal or negligent acts of
others, or any other cause. Tenant is to carry Tenant's own property
insurance to protect Tenant from any such loss. In addition, Tenant
shall carry liability insurance in an amount of not less than $ 3M .
Tenant's liability insurance shall name Landlord and Landlord's agent
as additional insured. Tenant, upon Landlord's request, shall provide
Landlord with a certificate of insurance establishing Tenant's
compliance. Landlord shall maintain liability insurance insuring
Landlord, but not Tenant, in an amount of at least $1M, plus property
insurance in an amount sufficient to cover the replacement cost of
the property. Tenant is advised to carry business interruption
insurance in an amount at least sufficient to cover Tenant's complete
rental obligation to Landlord. Landlord is advised to obtain a policy
of rental loss insurance. Both Landlord and Tenant release each other,
and waive their respective rights to subrogation against each other,
for loss or damage covered by insurance.
30. TENANCY STATEMENT (ESTOPPEL CERTIFICATE): Tenant shall execute and
return a tenancy statement (estoppel certificate), delivered to Tenant
by Landlord or Landlord's agent, within 3 days after its receipt. The
tenancy statement shall acknowledge that this agreement is unmodified
and in full force, or in full force as modified, and state the
modifications. Failure to comply with this requirement: (i) shall be
deemed Tenant's acknowledgment that the tenancy statement is true and
correct, and may be relied upon by a prospective lender or purchaser;
and (ii) may be treated by Landlord as a material breach of this
agreement. Tenant shall also prepare, execute, and deliver to Landlord
any financial statement (which will be held in confidence) reasonably
requested by a prospective lender or buyer.
31. LANDLORD'S TRANSFER: Tenant agrees that the transferee of Landlord's
interest shall be substituted as Landlord under this agreement.
Landlord will be released of any further obligation to Tenant regarding
the security deposit, only if the security deposit is returned to
Tenant upon such transfer, or if the security deposit is actually
transferred to the transferee. For all other obligations under this
agreement, Landlord is released of any further liability to Tenant,
upon Landlord's transfer.
32. SUBORDINATION: This agreement shall be subordinate to all existing
liens and, at Landlord's option, the lien of any first deed of trust or
first mortgage subsequently placed upon the real property of which the
Premises are a part, and to any advances made on the security of the
Premises, and to all renewals, modifications, consolidations,
replacements, and extensions. However, as to the lien of any deed of
trust or mortgage entered into after execution of this agreement,
Tenant's right to quiet possession of the Premises shall not be
disturbed if Tenant is not in default and so long as Tenant pays the
Rent and observes and performs all of the provisions of this agreement,
unless this agreement is otherwise terminated pursuant to its terms. If
any mortgagee, trustee, or ground lessor elects to have this agreement
placed in a security position prior to the lien of a mortgage, deed of
trust, or ground lease, and gives written notice to Tenant, this
agreement shall be deemed prior to that mortgage, deed of trust, or
ground lease, of the date of recording.
33. TENANT REPRESENTATIONS; CREDIT: Tenant warrants that all statements in
Tenant's financial documents and rental application are accurate.
Tenant authorizes Landlord and Broker(s) to obtain Tenant's credit
report at time of application and periodically during tenancy in
connection with approval, modification, or enforcement of this
agreement. Landlord may cancel this agreement: (i) before occupancy
begins, upon disapproval of the credit report(s); or (ii) at any time,
upon discovering that information in Tenant's application is false. A
negative credit report reflecting on Tenant's record may be submitted
to a credit reporting agency, if Tenant fails to pay Rent or comply
with any other obligation under this agreement.

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

34. DISPUTE RESOLUTION:
A. MEDIATION: Tenant and Landlord agree to mediate any dispute or
claim arising between them out of this agreement, or any
resulting transaction, before resorting to arbitration or
court action, subject to paragraph 34B(2) below. Paragraphs
34B(2) and (3) apply whether or not the arbitration provision
is initialed. Mediation fees, if any, shall be divided equally
among the parties involved. If for any dispute or claim to
which this paragraph applies, any party commences an action
without first attempting to resolve the matter through
mediation, or refuses to mediate after a request has been
made, then that party shall not be entitled to recover
attorney fees, even if they would otherwise be available to
that party in any such action. THIS MEDIATION PROVISION
APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.
B. ARBITRATION OF DISPUTES: (1) Tenant and Landlord agree that
any dispute or claim in Law or equity arising between them out
of this agreement or any resulting transaction, which is not
settled through mediation, shall be decided by neutral,
binding arbitration, including and subject to paragraphs
34B(2) and (3) below. The arbitrator shall be a retired judge
or justice, or an attorney with a least 5 years of real estate
transactional law experience, unless the parties mutually
agree to a different arbitrator, who shall render an award in
accordance with substantive California Law. In all other
respects, the arbitration shall be conducted in accordance
with Part III, Title 9 of the California Code of Civil
Procedure. Judgment upon the award of the arbitrator(s) may be
entered in any court having jurisdiction. The parties shall
have the right to discovery in accordance to the Code of Civil
Procedure ss.1283.05.
(2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following
matters are excluded from Mediation and Arbitration hereunder:
(i) a judicial or non-judicial foreclosure or other action or
proceeding to enforce a deed of trust, mortgage, or
installment land sale contract as defined in Civil Code
ss.2985; (ii) an unlawful detainer action; (iii) the filing or
enforcement of a mechanic's lien; (iv) any matter that is
within the jurisdiction of a probate, small claims or
bankruptcy court; and (v) an action for bodily injury or
wrongful death, or for latent or patent defects to which Code
of Civil Procedure ss.337.1 or ss.337.15 applies. The filing
of a court action to enable the recording of a notice of
pending action, for order of attachment, receivership,
injunction, or other provisional remedies, shall not
constitute a violation of the mediation and arbitration
provision.
(3) BROKER: Tenant and Landlord agree to mediate and arbitrate
disputes or claims involving either or both Brokers, provided
either or both Brokers shall have agreed to such mediation or
arbitration, prior to, or within a reasonable time after the
dispute or claim is presented to Brokers. Any election by
either or both Brokers to participate in mediation or
arbitration shall not result in Brokers being deemed parties
to the agreement.
"NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE
AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATERS
INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION DECIDED BY
NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE
GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE
BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE
`ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT
TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE
COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA
CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION
PROVISION IS VOLUNTARY."
"WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE
TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
`ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION."
Landlord's Initials _______, _______
Tenant's Initials _______, _______
35. JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant,
each one shall be individually and completely responsible for the
performance of all obligations of Tenant under this agreement, jointly
with every other Tenant, and individually, whether or not in
possession.

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

36. NOTICE: Notices may be served by mail, facsimile, or courier at the
following address or location, or at any other location subsequently
designated:

Landlord: Xxxx X. XxXxxxxxx and Xxxxxxx X. Xxxx Tenant: MicroTel International, Inc.
000 Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000 Xxxxxx Xxxxxxxxx, XX 00000
_______________________________________________ _____________________________________

_______________________________________________ _____________________________________

Notice is deemed effective upon the earliest of the following: (i)
personal receipt by either party or their agent; (ii) written
acknowledgment of notice; or (iii) 5 days after mailing notice to such
location by first class mail, postage pre-paid.
37. WAIVER: The waiver of any breach shall not be construed as a continuing
waiver of the same breach or a waiver of any subsequent breach.
38. INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord
harmless from all claims, disputes, litigation judgments and attorney
fees arising out of Tenant's use of the Premises.
39. OTHER TERMS AND CONDITIONS/SUPPLEMENTS: None
-------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
The following ATTACHED supplements/exhibits are incorporated in this
agreement: Exhibit A, B, C & D
-----------------------------------------------------------------------
40. ATTORNEY FEES: In any action or proceeding arising out of this
agreement the prevailing party between Landlord and Tenant shall be
entitled to reasonable attorney fees and costs for the non-prevailing
Landlord or Tenant except as provided in paragraph 34A.
41. ENTIRE CONTRACT: Time is of the essence. All prior agreements between
Landlord and Tenant are incorporated in this agreement which
constitutes the entire contract. It is intended as a final expression
of the parties' agreement, and may not be contradicted by evidence of
any prior agreement or contemporaneous oral agreement. The parties
further intend that this agreement constitutes the complete and
exclusive statement of its terms, and that no extrinsic evidence
whatsoever may be introduced in any judicial or other proceeding, if
any, involving this agreement. Any provision of this agreement that is
held to be invalid shall not affect the validity or enforceability of
any other provision in this agreement. This agreement shall be binding
upon, and inure to the benefit of, the heirs, assignees and successors
to the parties.
42. BROKERAGE: Landlord and Tenant shall each pay to Broker(s) the fee
agreed to, if any, in a separate written agreement. Neither Tenant nor
Landlord has utilized the services of, or for any other reason owes
compensation to, a licensed real estate broker (individual or
corporate), agent, finder, or other entity, other than as named in this
agreement, in connection with any act relating to the Premises,
including, but not limited to, inquires, introductions, consultations,
and negotiations leading to this agreement. Tenant and Landlord each
agree to indemnify, defend and hold harmless the other, and the Brokers
specified herein, and their agents, from and against any costs,
expenses, or liability for compensation claimed inconsistent with the
warranty and representation in this paragraph 42.
43. AGENCY CONFIRMATION: The following agency relationships are hereby
confirmed for this transactions:
Listing Agent:______________________________ (Print Firm Name) is the
agent of (check one):
the Landlord exclusively; or both the Tenant and Landlord. Selling
Agent:______________________________ (Print Firm Name)(if not same as
Listing Agent) is the agent of (check one):
the Tenant exclusively; or the Landlord exclusively; or both the Tenant
and Landlord. Real Estate Brokers are not parties to the agreement
between Tenant and Landlord.

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

--------------------------------------------------------------------------------
Landlord and Tenant acknowledge and agree that Brokers: (i) do not guarantee the
condition of the Premises; (ii) cannot verify representations made by others;
(iii) will not verify zoning and land use restrictions; (iv) cannot provide
legal or tax advice; (v) will not provide other advice or information that
exceeds the knowledge, education or experience required to obtain a real estate
license. Furthermore, if Brokers are not also acting as Landlord in this
agreement, Brokers: (vi) do not decide what rental rate a Tenant should pay or
Landlord should accept; and (vii) do not decide upon the length or other terms
of tenancy. Landlord and Tenant agree that they will seek legal, tax, insurance,
and other desired assistance from appropriate professionals.
--------------------------------------------------------------------------------

Tenant By: MicroTel International Inc. /s/ Xxxxxxx X. Xxxxx, CEO, Chairman & Pres. Date 7/12/04
-------------------------------------------------------------------------------- ---------
MicroTel International Inc.
--------------------------------------------------------------------------------------------------------
(Print Name)
Address City State Zip
---------------------------------------------- ------------------ ---------- -----------

Tenant Date
--------------------------------------------------------------------- -------------------------

(Print Name)
Address City State Zip
---------------------------------------------- ------------------ ---------- -----------

Landlord Xxxx X. XxXxxxxxx, By Xxxxxx X. Xxxx, Attorney-in-Fact Date 7/12/04
----------------------------------------------------------- -------------------------------
(Owner or agent with authority to enter into this agreement)
Address 000 Xxxxxxx Xxxxxx Xxxx Xxxxx Xxxxx Xxxxx XX Zip 95060
----------------------------------------- ----------------------------------------------------

Landlord Xxxxxx X. Xxxx Date 7/12/04
---------------------------------------------------------------------- -----------
(Owner or agent with authority to enter into this agreement)
Address 00000 Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxx XX Zip 95014
--------------------------------------------- ----------------------- ---------- -------

Agency relationships are confirmed as above. Real estate brokers who are not
also Landlord in this agreement are not a party to the agreement between
Landlord and Tenant.

Real Estate Broker (Leasing Firm)
------------------------------------------------------------------------
By (Agent) Date
----------------------------------------------------------------------- -----------------

Address City State Zip
------------------------------------------------ ---------------- -------- -------------
Telephone Fax
-------------------------------------------- ---------------------------------------
E-mail
--------------------------------------------------------------------------

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

EXHIBIT A: PROPERTY DESCRIPTION

Property: 000 Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000

Description: Manufacturing building
Building area: thirty thousand (30,000) square feet
Steel building construction Over fifteen (15) percent
build out Approximately forty-five (45) parking
spaces Situated on fee simple land

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

EXHIBIT B: RENEWAL OR EXTENSION TERMS

The lessee will have the right for three 5-year renewal options adjusted to
market rate at the time of each renewal with an identical rate adjuster each
month, as specified tin Exhibit C.

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

EXHIBIT C: BASE RENT

Seven (7) year, noncancelable lease, at a beginning rate of $0.90 per square
foot, plus any upward adjustment in the Federal Funds Discount Rate in effect at
the time of closing referenced to the Federal Reserve Discount Rate of one
percent (1%) in effect on the signing date of April 22, 2004 stated in the
Binding Agreement in Principle Regarding the Purchase of Outstanding Capital
Stock of Larus Corporation and Vista Corporation.

The lease is triple net and is adjusted as described following:

The portion of the monthly lease payment that is allocated by the lessor to
cover interest payments on the mortgage covering the facility (the "Interest
Component") will be subject to adjustment, upwards and/or downwards, at the
beginning of each month to reflect any changes in the financial index used by
the lessor's lender relating to the lessor's mortgage on the facility (the
"Index Rate") from the beginning of the prior monthly period. The maximum
adjustment in any given year shall be 1-1/2% with a maximum cumulative
adjustment over the term of the lease of 8%. No adjustment shall be made if such
adjustment would reduce the monthly square foot rental amount to an amount below
$0.90.

By way of example, if at the beginning of the second month, after the effective
date of the lease, the Index Rate has increased by 0.25% since the effective
date of the lease, the Interest Component portion of the lease rate would be
increased by 0.25% until the next adjustment, if any.

Premises 000 Xxxxxxxxx Xxxxx, Xxx Xxxx XX 00000-0000 Date________________

EXHIBIT D: TENANT IMPROVEMENTS

A Lessor leasehold improvement allowance of $11.00 per square foot.

Document Metadata

Table of Contents

5. EARLY POSSESSION: Tenant is entitled to possession of the Premises on N/A. If Tenant is in possession prior to the Commencement Date, during this time (i) Tenant is not obligated to pay Base Rent, and (ii) Tenant is is not obligated to pay Rent...

Document Metadata