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Exhibit 10.11


Note: This is a contract and should be referred to when questions arise concerning tenancy.


This agreement, entered into on this 21 st day of April, 2000 , between INNUITY, INC. a Minnesota Corporation , hereinafter referred to as LESSEE or TENANT, and R.I.N. Corporation , hereinafter referred to as LESSOR or OWNER, and Mountain Real Estate & Property Management, Inc., hereinafter referred to as the AGENT.

WITNESSETH that is consideration of performance of the covenants contained herein, on the part of the Lessee, the Lessor does hereby demise and let into the Lessee and the Lessee hires from the Lessor, to be used and occupied by said Lessee as a and for no other purpose, those certain premises known as N. 1425 Washington, Suites 200, 300, 301 through 310, and legally described as approximately 12,745 square feet located on the second and third levels of the Mountain View Profession Building, State of Washington and Spokane County for real purposes, Spokane, Washington together with the use of Storage unit #109(1 st floor) and the basement storage room, for a term of Three (3) years , beginning on the earlier of when the call center is operable and open for business of July 1 st , 2000 and ending on the last day of June 2003 , both dates inclusive, to be used for an internet customer service center and/or other purposes, as agreed upon by Lessor and Lessee, Lessors permission not to be unreasonably withheld.


In consideration whereof, the Lessee agrees to pay rent for said premises in the amount of $10,974.00 monthly, payable as follows: $10,974.00 upon execution of this document, and $10,974.00 to be paid in advance without any previous demand therefore on the first day of each month during the first 12 months of this lease, at the office of the Mountain Real Estate N. 9505 Division, Suite 102, Spokane, WA, 99218. During the second and third year of the least rents shall increase as below:

Months 13 through 24 July 2001 thru June 2002 - $11,240.00

Months 25 through 36 July 2002 thru June 2003 - $11,505.00


If said rent is not paid in full by the 5 th day of the month in which it is due, a late charge equal to 10% of the monthly rent payment shall, become immediately due and payable. If said payment is received after the 5 th day of the month and does not include the late charge, said late charge shall be deducted from the Lessee' s Security Deposit and notice shall be directed to the Lessee, informing them that the deducted amount is to be forwarded to Lessor, or his Agent, along with the next months rent, when due, to replace the amount deducted from the Security Deposit. If said deposit is not replaced as above, a " 3" Day Notice to Pay Rent or Vacate Premises" shall be delivered to Lessee.


On the condition that the Lessee and their successors in interest have at all times faithfully and punctually performed all of the covenants and conditions of this lease on the part of the Lessee to be performed, Lessor grants that Lessee has the right to renew this lease to two (2) additional like terms at a rental rate to be which will be set a $.25 per square foot additional each year. Said rental rates shall commence on the first day of July each year. To effect such option, Lessee must tender written notification to Lessor of their intention to renew at least sixty (60) days prior in the expiration date of the then current least, by registered or certified mail. In the event that the Lessee shall fail to give Lessor written notice of their election to exercise their option for said renewal of the lose, as above, such option shall become call and void and of no further force and effect. Upon election of option, Lessee shall continue to tender monthly payments as above required.


In the event of litigation between the parties in connection with this Lease, the prevailing party shall be entitled to reasonable attorney fees as fixed by the Court on which such litigation is prosecuted.


The Lessee has deposited with the Lessor, or his Agent, the amount of $21,948.00 to be credited as follows:

First months rent, $10,974.00.

Last months rent, $10,974.00 Holding deposit,

Security Deposit,


The Lessee is subleasing portions of the space to other groups but shall not assign this lease, nor sublet the premises or any part thereof, nor use the same, or any part thereof, nor permit the same or any part thereof, to be used for any other purpose than as stipulated above, nor make any alterations therein, without written permission from the Lessor or his Agent. Such permission shall not be unreasonably withheld. All additions, fixtures or improvements which may be made by the Lessee, except movable office furniture, shall become property of the Lessor and remain on the premises as part thereof, and be surrendered with the premises at the termination of this lease.


All personal property placed on or moved in the premises above described shall be at the risk of the Lessee or the owner thereof, and the Lessor and/or his Agent shall not be liable for any damage to said personal property, or to the Lessee, arising from the bursting or leaking of water pipes, or from any act of negligence of any co-tenant or occupants of the building, or of any other person whomsoever. Lessor further recommends that the Lessee purchase his own insurance policy to insure against such damage or loss.


The Lessee shall promptly execute and comply with all statutes and ordinance, rules, regulations and requirements of the Federal, State and City Governments and of any or all other departments or bureaus which may have jurisdiction over said premises, for the correction, prevention, and abatement of nuisances or other grievances, in, upon or connected with said premises during said term.


In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this agreement, whereby the same shall be rendered untenantable, then the Lessor shall have the right to render said premises tenantable by repairs within ninety (90) days therefrom. If said premises are not rendered tenantable within said time, it shall be optional with either party hereto, to cancel the lease, and in the event of such cancellation, the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing.


The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the rules and regulations printed upon this lease, and which are hereby made part of this covenant and of such other and further rules and regulations as may be hereinafter made by the Lessor and agreed upon by the Lessee, are the conditions upon which the lease is made and accepted, and any failure on the part of the Lessee to comply with the terms of said lease, or of any said rules and regulations now in existence, or which may be hereinafter prescribed by the Lessor, shall at the option of the Lessor, work a forfeiture of this contract, and all rights of the Lessee hereunder, and thereupon the Lessor, his Agents or Attorneys, shall have the right to enter said premises and remove all persons therefrom, forcibly or otherwise, and the Lessee expressly waives any and all notice required by law to terminate tenancy.

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Lessee also waives any and all legal proceedings to recover possession. aid premises, and expressly agrees that in the event of a violation of any of said rules and regulations, now in existence, or which may be hereinafter made, said Lessor, his Agents or Attorneys, may immediately re-enter said premises and dispossess Lessee without legal notice or the institution of any legal proceedings whatsoever. If such default were to occur and tenant abandons any personal property or business property on the premises, the Lessor shall have the right to store such abandoned property, at the expense of the Lessee, and if said properties are not claimed by the Lessee after a period of 30 days, the Lessor shall have the right to sell said abandoned prope
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