LEASE AGREEMENT W-COMPLETE CONTROLS-TUCSON AIRPORT

850 E. TETON

INDUSTRIAL SUBLEASE















EFFECTIVE DATE: JANUARY 1, 1999











PARTIES AND ADDRESSES:







"AUTHORITY": TUCSON AIRPORT AUTHORITY, INC.,

an Arizona nonprofit corporation

7005 S. Plumer Avenue

Tucson, Arizona 85706









"TENANT": COMPLETE CONTROLS INC.

AN ARIZONA CORPORATION

850 E. TETON RD. SUITE 8

TUCSON, ARIZONA 85706









EXHIBITS: Exhibits lettered A and B are annexed to

this Sublease and incorporated herein by

this reference.























A. Authority has leased from the City of Tucson, a municipal corporation,

the airport known as Tucson International Airport located in Pima

County, State of Arizona (the "Airport").



B. Tenant desires to sublease from Authority a portion of the Airport and

to have certain rights, licenses, services and privileges in

connection with the Airport.



COVENANTS AND CONDITIONS





ARTICLE I - PREMISES





1.1 PREMISES



Authority does hereby demise and let unto Tenant, for its exclusive

use and occupancy, and Tenant does hereby lease from Authority, the

portion of the Airport that is illustrated on the attached Exhibit A,

of the Building (the "Building"), located at 850 E. TETON RD on the

Airport (the "Premises"), THE OUTSIDE FENCED AREA NORTH OF HANGAR ONE

AND APPROXIMATELY TWO THOUSAND SQUARE FEET ON THE EAST SIDE OF THE

BUILDING subject to all utility easements and rights of way that

encumber the Premises and subject to the terms hereof.



1.2 ACCESS



Tenant is granted the right of reasonable access to the Premises over

such other portions of the Airport and the Building as are necessary

to provide reasonable access to and from the Premises. Authority

reserves the right to designate the location of such access and to

change its location from time to time, as Authority deems reasonably

necessary and appropriate.



1.3 SECURITY



By signing this Sublease, Tenant is deemed to acknowledge and is

hereby advised that the Building houses a number of rental spaces and

diverse tenants. Tenant is responsible for securing Tenant's Premises,

and neither the Authority nor its agents or employees will be

responsible for any loss of or damage to Tenant's possessions while

stored on the Premises.



1.4 PARKING



Tenant shall be entitled to utilize the parking areas associated with

the Building in common with other Tenants. The Authority reserves the

right, but shall not be obligated, to assign specific parking spaces

to tenants.

















1.5 ENTRY UPON PREMISES



Authority may enter upon the Premises subleased exclusively to Tenant

hereunder at any reasonable time, for any purpose necessary, incidental

to or connected with the exercise of its governmental functions, or to

inspect the Premises for compliance with all applicable laws and rules

and regulations or to prevent waste, loss or destruction. Authority

shall, in addition, have the right to enter upon the Premises and

perform any actions necessary or appropriate in connection with any

environmental investigation or remediation, including but not limited

to the trenching, drilling and installation, monitoring, repair,

replacement and operation of pipes, wells, and related equipment. The

rent due hereunder shall equitably abate with respect any portion of

the Premises rendered unusable as a result of the Authority's exercise

of its rights under this Section.



ARTICLE II - TERM





2.1 TERM



This Sublease shall be a month-to-month tenancy beginning on the

Effective Date hereof and continuing until terminated by either party

with thirty (30) days' written notice to the other.



ARTICLE III - RENT AND DEPOSITS





3.1 BASE RENT



Tenant covenants and agrees to pay Authority rent from the Effective

Date until the expiration of the term of this Sublease in an amount

equal to NINE HUNDRED DOLLARS AND NO CENTS ($900.00) per month ($500.00

for fenced yard, $400.00 for 2,000 sq. ft.) due and payable to

Authority in advance. Rent payments shall be delivered to Authority's

Property Manager who is currently Tucson Industrial Centers, Inc.,

located at 850 E. Teton, Suite 1, Tucson, AZ 85706, or such other

person as directed by Authority in writing.



3.2 COMMENCEMENT OF RENTAL OBLIGATION



The first monthly payment, prorated to reflect the partial month for

which it is paid, shall be due on the Effective Date hereof and

subsequent installments shall be due on the first day of each

succeeding calendar month thereafter during the term of this Sublease.



3.3 LATE FEES



If any rent or any other sum due from the Tenant shall not be received

within FIVE (5) DAYS after such amount shall be due, Tenant shall pay a

late fee equal to TEN PERCENT (10%) of such overdue amount. Acceptance

of such late fees shall in no event constitute a waiver of Tenant's

default with respect to such overdue amount nor prevent Authority from

exercising any of the other right and remedies granted hereunder.















3.4 SECURITY DEPOSIT



Simultaneously with the entry into this Sublease by the parties

hereto, the Tenant shall deposit with Authority $0.00, which shall be

retained by Authority as security for the Tenant's payment of the Rent

and performance of all of its other obligations under the provisions

of this Lease, and shall not be deemed to represent payment of any

rent. On the occurrence of an Event of Default (as defined in Section

XI.1 hereinbelow), Authority shall be entitled, at its sole

discretion, (a) to apply any or all of such sum in payment of (i) any

Rent due and unpaid, (ii) any expense incurred by Authority in curing

any such default, and/or (iii) any damages incurred by Authority by

reason of such default (including, by way of example rather than by

limitation, reasonable attorney's fees), in which event the Tenant

shall, immediately on its receipt of a written demand there for from

Authority, pay to Authority a sum equaling the amount so applied, so

as to restore the security deposit to its original amount; and /or (b)

at Authority's election, to retain any or all of such sum not

otherwise applied pursuant to the provisions of clause (a) of this

sentence in liquidation of any or all damages suffered by Authority by

reason of such default. On the termination of this Sublease, any of

such sum which is not so applied or retained shall be returned to

Tenant. Such sum shall not bear interest while being held by



ARTICLE IV - USE OF PREMISES





4.1 PURPOSES



The Premises shall not, without prior written consent of Authority, be

used for any purpose other than or in addition to that set forth on

Exhibit B attached hereto.



4.2 INDEMNITY



Tenant agrees to fully indemnify and save and hold harmless Authority

and the City of Tucson from and against all claims, fines, damages,

penalties, actions and all expenses, including reasonable attorneys'

fees incidental to the investigation and defense thereof, related to

or arising out of the fault or negligence of or violation of law by

Tenant, its agents, employees or subtenants in the use, occupancy, or

maintenance of the Premises by any of them.



4.3 DANGEROUS CONDITIONS



Tenant agrees to exercise reasonable care when using the Premises and

all improvements thereon to discover and promptly remedy any

conditions that may pose an unreasonable risk of harm to members of

the general public or that may constitute a violation of law. If an

unsafe, defective or dangerous condition, or violation of the law is

discovered, Tenant warrants that no one other than Tenant and

Authority employees, agents and representatives will be admitted to

the Premises and no property belonging to any party other than Tenant

and Authority will be transported to, collected at or stored upon the

Premises until the













unsafe, defective or dangerous condition, or violation of law is



4.4 ALTERATIONS



Tenant shall not construct or substantially alter or modify any

buildings, structures, or other improvements on the Premises without

the Authority's prior written approval of its plans and

specifications, which approval may be withheld in the Authority's sole

discretion. Without limiting the generality of the above consent

requirement, no alterations may be made that are of such an extent or

nature that they would subject the Premises or the Building or any

part thereof to current building codes as they pertain to electrical,

building, safety or fire (except to the extent that the Premises or

Building are already subject to such codes) or would conflict with any

restrictions on the alteration of the Building that might exist as a

result of any registration or eligibility for registration on any

historic register.



4.5 UTILITIES



A. Tenant's Responsibilities:



Tenant shall pay for all utility services supplied to it or

its subtenants on the Airport.



B. Authority's Rights and Responsibilities:



Notwithstanding the execution of this Sublease, Authority

retains the right to the continued use of such utility lines

and services as are presently on the Premises and the right

to repair the same when necessary. Authority shall conduct

such repairs in such manner and at such times as to not

unreasonably interfere with Tenant's operations.



4.6 MAINTENANCE AND REPAIR





A. Tenant:



(1) Tenant shall, at no expense to Authority, maintain

the Premises in a neat, clean, safe condition and in

a manner that is compatible with the rest of the

Building, and in compliance with all applicable laws,

rules, regulations and orders.



(2) General combustible storage shall not exceed 12 feet

in height.



(3) Aisle separation shall be between 4 feet to 8 feet

wide. (Width to be determined by Fire Department and

classification of commodities being stored).



(4) Must have stable storage piles (No leaning stacks).















B. Authority:



Subject to Section 5.9 the Authority shall be responsible for

all structural repairs in the Premises and the Building

unless necessitated by any negligence or willful misconduct

of Tenant or Tenant's subtenants, employees, agents, invitees

or guests.



ARTICLE V - INSURANCE AND CASUALTY





5.1 INSURANCE REQUIRED



Tenant shall obtain and maintain in full force, with a company or

companies authorized to transact the business of insurance in the

State of Arizona and of sound and adequate financial responsibility,

selected by Tenant and acceptable to Authority, comprehensive

insurance policy (either as part of any other policy or policies

carried by Tenant, or separately) providing for the protection of the

Authority and the City of Tucson and officers, directors, agents and

employees of either of them, against:



(1) general liability, including all direct or

contingent loss or liability for damages for bodily

injury, personal injury, death or damage to

property, including loss of use thereof, occurring

on or in any way related to the Premises or

occasioned by reason of occupancy by and the

operations of Tenant upon, in and around the

Premises, with limits of $1,000,000 per occurrence

for personal injury or death or damage to property,

with coverage at least as broad as that provided by

INSURANCE SERVICES OFFICE COMMERCIAL GENERAL

LIABILITY COVERAGE form CG0001 (Occurrence Form),

and such policy or policies shall cover all of

Tenant's operations on the entire Premises,

including but not limited to any elevators and

escalators therein and any sidewalks, streets or

other public ways adjoining the Premises; and



(2) automobile liability covering owned, non-owned,

leased and hired vehicles with combined single

limits of no less than $250,000 per occurrence.



5.2 DEDUCTIBLE



The deductible for any policy required hereunder shall not exceed

$1,000.



5.3 MODIFICATION OF REQUIREMENTS



Authority may adjust or increase liability insurance amounts and

requirements as Authority deems reasonably necessary, or as may be

required because of changes in the insurance requirements imposed by

Authority's insurer or by applicable law. Tenant shall comply with

such adjustments or increases within such reasonable time period as is

requested by Authority.















5.4 CERTIFICATES



Upon or prior to the commencement of the term of this Sublease and at

least annually thereafter Tenant shall furnish to Authority

certificates of insurance showing the amount and type of the insurance

then in effect that is required to be procured and maintained by it

hereunder and stating the date and term of the policies evidencing

such insurance. Tenant shall, upon request, supply Authority with

certified copies of all applicable insurance policies, riders,

endorsements and declaration pages. Certificates evidencing any

renewal, replacement or extension of any or all of the insurance

required hereunder, or of renewals, replacements or extensions of such

renewals, replacements or extensions, shall be delivered by Tenant to

Authority not less than thirty (30) days prior to the expiration of

any policy of insurance renewed, replaced or extended by the insurance

represented by any such certificate. Each policy of insurance required

hereunder shall provide for not less than thirty (30) days notice to

Authority and Tenant before such policy may be canceled.



5.5 ADDITIONAL INSURANCE



The provisions of this Sublease as to insurance required to be

procured and maintained shall not limit or prohibit, or be construed

as limiting or prohibiting, Authority or Tenant from obtaining any

other or greater insurance with respect to the Premises or

improvements thereon or the use and occupancy thereof that either or

both of them may wish to carry, but in the event Authority or Tenant,

as the case may be, shall procure or maintain any such insurance not

required by this Sublease, the cost thereof shall be at the expense of

the party procuring or maintaining the same.



5.6 ADDITIONAL INSUREDS



All insurance required by this Article shall be procured and

maintained in the name of Tenant and shall add Authority and the City

of Tucson as additional insureds as their interests appear.



5.7 WAIVER OF SUBROGATION



Each party hereto waives all claims for recovery from the other party

for any loss or damage to any of its property on the Premises insured

under valid and collectible insurance policies to the extent of any

recovery collected from such policies. The parties agree that all

material insurance policies shall be endorsed with a clause which

waives subrogation against the other party.



5.8 INSURANCE BY AUTHORITY



Authority may, upon written notice to Tenant, in the event that Tenant

fails to timely provide proof of insurance as required by Section 5.4

above, procure and maintain any or all of the insurance required of

Tenant under this Article. In such event, all costs of such insurance

procured and maintained by Authority on behalf of Tenant shall be the

responsibility of













Tenant and shall be fully reimbursed to Authority within ten (10)

business days after Authority advises Tenant of the cost thereof.



5.9 CASUALTY TO PREMISES



Authority may, but shall not be required to, maintain insurance

against loss or damage to the Building and the Premises, but shall

have no obligation to repair the Building or the Premises in the event

of casualty or damage thereto. In the event that any such casualty

renders the Premises unsafe or untenantable, this Sublease shall

terminate immediately.



ARTICLE VI - TAXES





6.1 TENANT'S RESPONSIBILITY



Tenant shall pay before delinquency any and all taxes levied or

assessed against the Premises, any levied or assessed against or by

reason of personal property located in, on or about the Premises, any

levied or assessed because of Tenant's right to possession of the

Premises and improvements thereon, all applicable taxes levied or

assessed by any government body as the result of Tenant's operations

and all taxes which may be levied or assessed as the result of rentals

payable under this Sublease. All such taxes and assessments for

partial years shall be apportioned and adjusted on a time basis.



6.2 PROTEST



Tenant shall have the right at its own cost and expense to contest the

amount or validity of any such tax or assessment and to bring or

defend any actions involving the amount or validity of any such tax or

assessment in its own name or in the name of Authority; provided that,

if unsuccessful, Tenant shall pay and discharge any such tax or

assessment so contested, together with any penalties, fines, interest,

costs and expenses, including reasonable attorneys' fees, that may

result from any such action by Tenant.



ARTICLE VII - RULES, REGULATIONS AND LAWS





7.1 COMPLIANCE WITH ALL APPLICABLE LAWS



Tenant and all persons operating under the rights granted hereby shall

observe and obey all reasonable and lawful rules and regulations with

respect to the use of the Airport which have been or may in the future

be adopted by Authority and shall further abide by all applicable

laws, statutes, ordinances, rules, orders, and regulations of all

governing bodies which are now in effect or which may hereafter be put

into effect.



7.2 NON-DISCRIMINATION



A. NON-DISCRIMINATION COVENANTS













(1) The Tenant for himself, his heirs, personal

representatives, subtenants, successors in interest,

and assigns, as a part of the consideration hereof,

does hereby covenant and agree, as a covenant

running with the land, that in the event

improvements are constructed, maintained, or

otherwise operated on the Premises for a purpose for

which a Department of Transportation ("DOT") program

or activity is extended or for another purpose

involving the provision of similar services or

benefits, Tenant shall maintain and operate such

improvements and services in compliance with all

other requirements imposed pursuant to Title 49,

Code of Federal Regulations, DOT, Subtitle A, Office

of the Secretary, Part 21, Nondiscrimination in

Federally-Assisted Programs of the Department of

Transportation-Effectuation of Title VI of the Civil

Rights Act of 1964, and as said Regulations may be



(2) The Tenant for himself, his personal

representatives, successors in interest, and

assigns, as a part of the consideration hereof, does

hereby covenant and agree, as a covenant running

with the land that: (1) no person on the grounds of

race, color, or national origin shall be excluded

from participation in, denied the benefits of, or be

otherwise subjected to discrimination in the use of

said improvements, (2) that in the construction of

any improvements on, over, or under such land and

the furnishing of services thereon, no person on the

grounds of race, color, or national origin shall be

excluded from participation in, denied the benefits

of, or otherwise be subject to discrimination, (3)

that Tenant shall use the Premises in compliance

with all other requirements imposed by or pursuant

to Title 49, Code of Federal Regulations, Department

of Transportation, Subtitle A, Office of the

Secretary, Part 21, Non-discrimination in

Federally-Assisted Programs of the Department of

Transportation-Effectuation of Title VI of the Civil

Rights Act of 1964, and as said Regulations may be



(3) Tenant shall furnish its accommodations and/or

services on a fair, equal and not unjustly

discriminatory basis to all users thereof and it

shall charge fair, reasonable and not unjustly

discriminatory prices for each unit or service,

PROVIDED THAT Tenant may be allowed to make

reasonable and nondiscriminatory discounts, rebates

or other similar type of price reductions to volume



(4) Tenant assures that it will undertake an affirmative

action program as required by 14 CFR Part 152,

Subpart E, to insure that no person shall on the

grounds of race, creed, color, national origin, or

sex be excluded from participating in any ...