LEASE AGREEMENT W-AAS-COMPLETE CONTROLS-TUCSON AIR

850 E. TETON

INDUSTRIAL SUBLEASE















EFFECTIVE DATE: AUGUST 1, 1999











PARTIES AND ADDRESSES:







"AUTHORITY": TUCSON AIRPORT AUTHORITY, INC.,

an Arizona nonprofit corporation

7005 S. Plumer Avenue

Tucson, Arizona 85706









"TENANT": AAS- COMPLETE CONTROLS INC.

AN ARIZONA CORPORATION

MICAH CHAPMAN, PRESIDENT AND

JOE CIVILETTO, CHIEF OPERATING OFFICER

850 E. TETON RD. SUITE 8

TUCSON, ARIZONA 85706









EXHIBITS: Exhibits lettered A, B and C 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

building located on the Airport at 7001 S. PARK AVE (the "Premises"),

APPROXIMATELY SEVENTY FIVE THOUSAND SIX HUNDRED (75,600) SQUARE FEET,

AS SHOWN ON EXHIBIT A, 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 as is 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



1.3 SECURITY



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 Premises in common with other tenants of adjacent facilities. 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 INITIAL TERM



The initial term of the Sublease shall be for a period of five (5)

years beginning on the Effective Date hereof (the "Initial Term")



2.2 EXTENSIONS



The term hereof shall be deemed to be automatically extended on each of

the first five anniversaries of the Effective Date hereof, for an

additional one-year period, unless the Authority, at lease ninety (90)

days prior to such date, notifies Tenant that the Authority does not

elect to so extend the term. The intent of this provision is to

automatically extend the term of this Sublease each year (unless

otherwise elected by Authority) so that a remaining term of

approximately 5 years is maintained, for a possible maximum total term

of (10) years.



ARTICLE III - RENT AND DEPOSITS



3.1 BASE RENT



Tenant covenants and agrees to pay Authority rent from the Effective

Date of this Sublease in an amount equal to SEVENTEEN THOUSAND THREE

HUNDRED EIGHTY EIGHT DOLLARS AND NO CENTS ($17,388.00) per month with

FOUR PERCENT INCREASES ANNUALLY BEGINNING WITH THE START OF YEAR THREE

as set forth on the rent schedule attached as Exhibit C. Monthly rent

is 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, $17,388.00 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 11.1

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 Authority.



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



The Authority will complete the electrical service entrance upgrade at

the southwest corner of the building (cost to be determined but not to

exceed $17,388). 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 not be unreasonably withheld.



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 adjacent











facilities, and in compliance with all applicable

laws, rules, regulations and orders. Tenant shall be

responsible for all minor repairs and maintenance.



(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 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 Premises, but shall have no obligation to repair

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 unless Authority notifies Tenant, within

45 days of the date of the casualty, that Authority intends to repair

the Premises, in which event this Sublease shall remain in full force

and effect, although rent shall abate while the Premises are unusable.



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



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 amended.



(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 reductio ...