Recitals

Industrial Sublease

by Amer Aircarriers Support Inc
September 17th, 1999

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                                                                EXHIBIT 10.5.11

                                  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.






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                                    RECITALS

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.



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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.

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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
         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

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

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).


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         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.

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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

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         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

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                  (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
                           amended.

                  (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 reductions to volume
                           purchasers.

                  (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 employment
                           activities covered in 14 CFR Part 152, Subpart E.
                           Tenant assures that it will require that its covered
                           sub organizations provide assurances from their sub
                           organizations, as required by 14 CFR Part 152,
                           Subpart E, to the same effort.

         B.       NON-COMPLIANCE

                  Non-compliance with an provision of this Section shall
                  constitute a material breach

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                  hereof and in the event of such non-compliance Authority
                  shall have the right to terminate this Sublease and the
                  estate hereby created without liability therefore or at the
                  election of Authority or the United States, either or both
                  shall have the right to judicially enforce these provisions.

         C.       SUBLEASES

                  Tenant agrees that it shall insert the provisions of this
                  Section in any sublease by which Authority grants a right or
                  privilege to any person, firm or corporation to render
                  accommodations and/or services to the public on the Premises
                  herein subleased.

7.3      COMPLIANCE WITH FAR PART 77

         Tenant shall comply with the notification and review requirements
         covered in Part 77 of the Federal Aviation Regulations in connection
         with any improvements or modification or alteration of improvements on
         the Premises.

7.4      FAR PART 107; AIRPORT ACCESS

         Tenant and all persons operating under the rights granted hereunder
         shall comply with Part 107 of the Federal Aviation Regulations with
         respect to aircraft operations and airport security at the Airport.
         Tenant shall at all times take all reasonable steps to control, police
         and regulate the use of the Premises and of the Airport premises to
         prevent unauthorized persons and the general public from obtaining
         access to the Airport. Such steps by Tenant shall include, but not be
         limited to, steps requested by Authority and those required under
         Federal Regulations. Tenant must secure the Premises so that there is
         no inadvertent or purposeful unauthorized entry in or upon the Airport
         by people, vehicles, or animals.

7.5      STATE AND FEDERAL AVIATION REGULATIONS

         Tenant will conduct its operations and activities on the Airport so as
         to conform to all applicable regulations of the Federal Aviation
         Administration and the Aeronautics Division of the Arizona Department
         of Transportation.

7.6      EXCLUSIVE RIGHTS PROHIBITED

         It is understood and agreed that nothing herein contained shall be
         construed to grant or authorize the granting of an exclusive right
         within the meaning of Section 49 U.S.C. 40103(e).

7.7      ENVIRONMENTAL LAWS

         Tenant, at its own expense, shall ensure that Tenant and Tenant's
         agents, employees, invitees, and sublessee comply with all present and
         hereafter enacted Environmental Laws, and any amendments thereto,
         affecting Tenant's operation on the Premises.


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         A.       DEFINITIONS

                  (1)      "Environmental Laws" means any laws, regulations
                           and ordinances (whether enacted by the local, state,
                           federal government, or by the Authority) now in
                           effect or hereafter enacted that deal with the
                           regulation or protection of the environment
                           (including the ambient air, ground water, surface
                           water, and land use, including sub-strata land), or
                           with the generation, storage, disposal or use of
                           chemicals or substances that could be detrimental to
                           human health or the environment.

                  (2)      "Extremely Hazardous Substances" means any substance
                           or material designated by the United States
                           Environmental Protection Agency as an "extremely
                           hazardous substance" under Section 302(a)(2) of the
                           Superfund Amendment and Reauthorization Act ("SARA")
                           (42 U.S.C. Section 11002(a)(2)).

                  (3)      "Hazardous Material" means all substances, materials
                           and wastes that are, or that become, regulated under,
                           or that are classified as hazardous or toxic under
                           any environmental law (including, but not limited to,
                           Extremely Hazardous Substances and Toxic Chemicals).

                  (4)      "Release" means any releasing, spilling, leaking,
                           pumping, pouring, emitting, emptying, discharging,
                           injecting, escaping, leaching, disposing, or dumping.

         B.       COMPLIANCE

                  (1)      Compliance with Environmental Laws Generally. Tenant
                           shall not cause or permit any Hazardous Material to
                           be used, generated, manufactured, produced, stored,
                           brought upon, or released, on, under or about the
                           Premises, or transported to and from the Premises,
                           by Tenant, its agents, employees, contractors,
                           invitees, sublessees or any third party in violation
                           of any Environmental Law, provided that, in no
                           circumstances shall Tenant cause or permit any
                           Extremely Hazardous Substance or Toxic Chemical to
                           be used, generated, manufactured, produced, stored,
                           brought upon, or Released, on, under or about the
                           Premises, or transported to and from the Premises.

                  (2)      Cleanup. Without limiting the foregoing, if the
                           presence of any Hazardous Material on, under or
                           about the Premises caused or permitted by Tenant
                           results in any contamination of the Premises, Tenant
                           shall promptly take all actions at its sole cost and
                           expense as are necessary to return the Premises to
                           the condition existing prior to the introduction of
                           any such Hazardous Material to the Premises;
                           provided that Authority's approval of such actions
                           shall first be obtained, which approval shall not be
                           unreasonably withheld so long as such actions would
                           not potentially have any material adverse effect on
                           the Premises. In the event Tenant shall fail timely
                           to commence or cause to be commenced or fail
                           diligently to prosecute to completion such actions
                           as are necessary to return the Premises to the
                           conditions existing prior to the introduction of any
                           Hazardous Material to the Premises, Authority may,
                           but shall not be obligated to, cause such action to
                           be performed, and all costs and

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                           expenses (including, without limitation, attorneys'
                           fees) thereof or incurred by Authority in connection
                           therewith shall be paid by Tenant.

                  (3)      Governmental Submittals. Tenant shall, at Tenant's
                           own cost and expense, make all submissions to,
                           provide all information to, and comply with all
                           requirements of any governmental authority having
                           jurisdiction (the "Government") under the
                           Environmental Laws. Should the Government determine
                           that a site characterization, site assessment and/or
                           a cleanup plan be prepared or that a cleanup should
                           be undertaken because of any release of hazardous
                           materials at the Premises which occur during the
                           term of this Sublease, then Tenant shall, at
                           Tenant's own cost and expense, prepare and submit
                           the required plans and financial assurances, and
                           carry out the approved plans in accordance with all
                           requirements of the Government.

                  (4)      Information Sharing. Tenant shall provide to Tucson
                           Airport Authority a copy of any and all information,
                           reports, and applications submitted to the
                           Government as described in Paragraph X.6B.(4),
                           whether such submittal is routine or in response to
                           a release or threatened release of any Hazardous
                           Material, and whether the impetus for such submittal
                           is generated by Tenant, or by an inquiry or action
                           by the Government or another third party. At no cost
                           or expense to Authority, Tenant shall promptly
                           provide all information requested by Authority to
                           determine the applicability of the Environmental
                           Laws to the Premises, or to respond to any
                           governmental investigation or to respond to any
                           claim of liability by third parties which is related
                           to environmental contamination. Tenant shall
                           immediately notify Authority of any correspondence
                           or communication from any governmental entity
                           regarding the application of Environmental Laws to
                           the Premises or Tenant's operation of the Premises.

                  (5)      Change in Use of Premises. Tenant shall immediately
                           notify Authority of any changes in Tenant's
                           operation on the Premises that will change or has
                           the potential to change Tenant's or Authority's
                           obligations or liabilities under the Environmental
                           Laws.

         C.       INDEMNITY

                  Tenant shall indemnity, defend and hold harmless Authority,
                  its successors and assigns, its employees, agents and
                  attorneys from and against any and all liability, loss,
                  damage, expense, penalties and costs (including legal and
                  investigation fees or costs) arising from or related to any
                  claim or action for injury, liability, breach or warranty or
                  representation, or damage to persons or property and any and
                  all claims or actions brought by any party or governmental
                  body, alleging or arising in connection with (i)
                  contamination of, or adverse effects on, the environment
                  (whether known, alleged, potential, or threatened), or (ii)
                  alleged or potential violation of any Environmental Law or
                  other statute, ordinance, rule, regulation, judgment or order
                  of any government or judicial entity which are brought as a
                  result (whether in part or in whole) of any activity or
                  operation on or Release from the Premises (caused by

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                  any person or entity other than Authority) during the term of
                  this Sublease or any previous sublease of the Premises by
                  Tenant or its owners or related entities. This obligation
                  includes but is not limited to all costs and expenses related
                  to investigation and/or cleaning up the Premises and all
                  land, soil, and underground or surface water as required
                  under the law. Tenant's obligations and liabilities under
                  this paragraph shall continue so long as Authority bears any
                  liability or responsibility under the Environmental Laws for
                  any action that occurred on the Premises during the term of
                  the Sublease. This indemnification of Authority by Tenant
                  includes, without limitation, costs incurred in connection
                  with any investigation of site conditions or any cleanup,
                  remedial, removal or restoration work required by any
                  federal, state, or local governmental agency or political
                  subdivision because of Hazardous Material located on the
                  Premises or present in the soil or ground water on, under or
                  about the Premises. The parties agree that Authority's right
                  to enforce Tenant's Promise to indemnify is not an adequate
                  remedy at law for Tenant's violation of any provision of this
                  paragraph; Authority shall have all the rights and remedies
                  set forth in this Sublease as well as all other rights and
                  remedies provided by law.

         D.       SUBTENANTS

                  Tenant shall insert the provisions of this section in any
                  lease agreement or contract by which it grants a right or
                  privilege to any person, firm or corporation under this
                  Sublease.


                         ARTICLE VIII - SUPERIOR RIGHTS


8.1      AGREEMENTS WITH UNITED STATES

         This Sublease shall be subordinate to the provisions and requirements
         of any existing or future agreement between Authority and the United
         States, relative to the development, operation or maintenance of the
         Airport.

8.2      RIGHTS OF GOVERNMENT DURING WAR OR NATIONAL EMERGENCY

         This Sublease and all the provisions hereof shall be subject to
         whatever right the United States Government now has or in the future
         may have or acquire, affecting the control, operation, regulation and
         taking over of the Airport or the exclusive or non-exclusive use of
         the Airport by the United States during the time of war or national
         emergency.

         Tenant and Authority recognize that during the time of war or national
         emergency the City of Tucson, owner of the Airport, has the right to
         enter into agreements with the United States government for military or
         naval use of part or all of the Airport. If any such agreement is
         executed by the City of Tucson, the provisions of this Sublease,
         insofar as they are inconsistent with the provisions of any agreement
         so made by the City of Tucson with the United States government, shall
         be subject to the terms of such agreement and Tenant shall have no
         claim against Authority or the City of Tucson for any loss or damage
         sustained by

                                    Page 12


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         Tenant because of the making of such agreement by the City of Tucson.
         In such event, however, the amounts, if any, payable from the City of
         Tucson or the United States for improvements placed on the Premises by
         Tenant shall be paid to Tenant if this Sublease is in effect at the
         time of such taking.

8.3      RIGHTS OF AUTHORITY

         Authority reserves the right to further develop or improve the landing
         area of the Airport as it sees fit, regardless of the desires or view
         of Tenant and without interference or hindrance.

         Authority reserves the right, but shall not be obligated to Tenant, to
         maintain and keep in repair the landing area of the Airport and all
         publicly-owned facilities of the Airport, together with the right to
         direct and control all activities of Tenant in this regard.

8.4      AGREEMENTS WITH CITY OF TUCSON

         This Sublease is subject to the existing lease between Authority and
         the City of Tucson and to the provisions of any existing or future
         agreement between the City of Tucson and Authority.

8.5      ABATEMENT OF OBLIGATION TO CONSTRUCT OR REBUILD

         Inasmuch as this Sublease contains certain provisions concerning
         repairs, replacement and rebuilding of damaged or destroyed buildings,
         construction of buildings, quiet enjoyment and other related causes
         applicable to the parties to this Sublease, and inasmuch as the
         Premises constitute a portion of a public Airport, it is agreed that
         the parties hereto shall not be required to repair, replace, rebuild
         or construct any building or portion of any building so long as the
         obligated party is prevented from so doing by action of the United
         States government or any agency or department thereof.

                ARTICLE IX - RESERVATION OF NAVIGATION EASEMENT


9.1      EASEMENT

         There is hereby reserved to Authority for the use and benefit of
         aircraft using the Airport a right of flight for the passage of
         aircraft in the airspace above the uppermost surface of the Premises,
         together with the right to cause such noise as may be inherent in the
         operation of any aircraft now known or hereafter used for navigation
         of or flight in said airspace, or landing at, or taking off from, or
         operating on the Airport.

9.2      STRUCTURES; ELEVATION LIMIT

         Tenant, by accepting this Sublease, expressly agrees for itself, its
         successors and assigns that it will not erect nor permit the erection
         of any structure or object, nor permit the growth of any tree on the
         Premises above the mean sea level elevation of 2460 feet. In the event
         the aforesaid covenants are breached, Authority reserves the right to
         enter upon the Premises and

                                    Page 13


   15



         to remove the offending structure or object and cut the offending
         tree, all of which shall be at the expense of Tenant.

9.3      PURPOSES

         Tenant, by accepting this Sublease agrees for itself, its successors
         and assigns that it will not make use of the Premises in any manner
         which might interfere with the landing and taking off of aircraft from
         the Airport or otherwise constitute a hazard. In the event the
         aforesaid covenant is breached, Authority reserves the right to enter
         upon the Premises and cause the abatement of such interference at the
         expense of Tenant.

                      ARTICLE X - ASSIGNMENT AND SUBLEASE

10.1     CONSENT OF AUTHORITY

         Tenant shall not sublease, assign or sell this Sublease or any
         interest therein, or any portion of the Premises, without first
         obtaining written consent from Authority. For this purpose, any change
         in ownership or control of Tenant shall be considered an assignment of
         rights hereunder. Tenant shall furnish the Authority with a copy of
         any sublease or assignment entered into with respect to this Sublease
         or the Premises or any portion thereof.

10.2     CONTINUING RESPONSIBILITY OF TENANT

         If it is a complete assignment or sublease of the entire Premises it
         shall be in writing and provide that the subtenant or assignee assumes
         and agrees to perform all of the terms, covenants and agreements which
         Tenant has agreed to perform under this Sublease, and that Tenant's
         subtenant or assignee shall become jointly and severally liable with
         Tenant, or any successor in interest of Tenant, for the performance of
         the terms and covenants of this Sublease. A sublease for less than the
         entire Premises shall be in writing and shall recite that it is
         subject and subordinate to all the terms and provisions of this
         Sublease. Neither the execution of such sublease or assignment, the
         Authority's consent to the same, nor the acceptance of rent by
         Authority from Tenant's subtenant or assignee shall release or in any
         manner affect Tenant's liability to Authority hereunder.

10.3     SUBJECT TO THIS SUBLEASE

         Any sublease between Tenant and a subtenant shall be in writing and
         shall provide that said sublease is subject to all the provisions of
         this Sublease.

                       ARTICLE XI - DEFAULTS AND REMEDIES

11.1     DEFAULT BY TENANT

         Tenant shall be in default under this Sublease upon the occurrence of
         any of the following "Events of Default":

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         A.       Tenant shall fail to pay when due any installment of rent
                  payable pursuant to this Sublease and such failure shall
                  continue unremedied for a period of ten (10) days; provided
                  that Tenant shall not be entitled to the benefit of more than
                  one (1) grace period of ten (10) days under this paragraph
                  A(1) within any calendar year.

         B.       Tenant or any of Tenant's agents, employees, guests,
                  invitees, or subtenants, shall use Premises for any unlawful
                  or illegal purpose or for any purpose other than those set
                  forth on Exhibit B.

         C.       Tenant shall fail to observe or perform any other covenant,
                  agreement or obligation hereunder and such failure shall not
                  be remedied within thirty (30) days (or such additional time
                  as is reasonably required in the opinion of Authority to
                  correct any such failure, if Tenant has instituted corrective
                  action and is diligently pursuing the same) after Authority
                  shall have given Tenant written notice specifying which
                  covenant, agreement or obligation Tenant has failed to
                  observe or perform; provided that Tenant shall not be
                  entitled to the benefit of more than two (2) grace periods of
                  thirty (30) days (or more if permitted) under this paragraph
                  within any calendar year.

         D.       There is commenced by or against Tenant any case under the
                  Bankruptcy Code (Title XI of the United States Code) or any
                  other bankruptcy, arrangement, reorganization, receivership,
                  custodianship or similar proceeding under any federal, state
                  or foreign law, and with respect to any such case or
                  proceeding that is involuntary, such case or proceeding is
                  not dismissed with prejudice within sixty (60) days of such
                  filing.

         E.       Tenant makes a general assignment for the benefit of
                  creditors or applies for, consents to, or acquiesces in the
                  appointment of a trustee, receiver, or other custodian for
                  Tenant or the property of Tenant or any part thereof, or in
                  the absence of such application, consent, or acquiescence, a
                  trustee, receiver or other custodian is appointed for Tenant
                  or the property of Tenant or any part thereof, and such
                  appointment is not discharged within sixty (60) days.

         F.       Any action is commenced against Tenant to foreclose any lien
                  or mortgage or other rights of Tenant in or to the Premises.

         G.       Tenant abandons, deserts or vacates the Premises for seven
                  (7) consecutive days or more.

11.2     REMEDIES OF AUTHORITY

         If Tenant shall be in default hereunder as set forth above, the
         Authority may exercise any of the following remedies.

         A.       TERMINATION

                  Authority may, at its election, give Tenant written notice of
                  its intention to terminate this Sublease on a date which
                  shall not be earlier than ten (10) days after such notice

                                    Page 15


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                  is given. If all defaults have not been cured on or before
                  the date specified in the notice, Tenant's rights to
                  possession of the Premises shall cease, and with or without
                  re-entry by Authority, this Sublease and the term hereof
                  shall terminate, and Authority may then re-enter and take
                  possession of the Premises as provided below with respect to
                  reentry without termination. Any such termination must be
                  express, and neither notice to pay rent or to deliver up
                  possession of the Premises given pursuant to law, nor any
                  proceeding instituted by Authority, nor the failure by Tenant
                  for any period of time to pay any of the rent herein
                  reserved, shall of itself operate to terminate this Sublease.

                  (1)      Damages. Notwithstanding the termination of this
                           Sublease or any re-entry by Authority upon such
                           termination, Tenant shall continue to be liable for
                           and Authority shall be entitled to recover as
                           damages:

                           (a)      the sum of all rent that is due and owing
                                    as of the date of termination and all other
                                    sums then owing by Tenant hereunder;


                           (b)      all rent that would otherwise continue to
                                    accrue during the remaining term hereof or,
                                    at the election of Authority, the
                                    discounted present value of the sum of all
                                    rentals remaining to be paid for the
                                    remaining term of this Sublease, calculated
                                    by the Authority in its reasonable
                                    discretion; and

                           (c)      the reasonable costs incurred by Authority
                                    in re-letting the Premises and the
                                    reasonable costs to Authority necessary to
                                    place the Premises in condition for
                                    re-letting.

                  (2)      Credit. Any rent, income, receipts, profits or other
                           monies received or derived by Authority from any
                           re-letting or other use of the Premises after the
                           termination of this Sublease shall, so long as
                           Tenant shall continue to be liable for the payment
                           of rent hereunder, be credited against such rent as
                           received and collected.

         B.       REENTRY WITHOUT TERMINATION

                  As an alternative remedy, Authority may, without terminating
                  this Sublease, and after giving Tenant ten (10) days written
                  notice, re-enter the Premises and take possession thereof
                  pursuant to any legal proceedings or notice required by law,
                  in which event Tenant shall remain liable for the payment of
                  all rent and the performance of all conditions contained in
                  this Sublease.

                  (1)      Reentry. Upon any such re-entry of the Premises
                           by Authority, Authority may expel Tenant and those
                           claiming through or under Tenant and remove their
                           property and effects (forcibly, if necessary)
                           without being guilty in any manner of trespass and
                           without any liability therefor and without prejudice
                           to any remedies of Authority in the event of default
                           by Tenant, and without liability for any
                           interruption of the conduct of the affairs of Tenant
                           or those claiming through or under Tenant which may
                           result from such entry. Tenant hereby irrevocably
                           appoints Authority as the agent and attorney-in-fact
                           of Tenant to remove all of Tenant's property
                           whatsoever situated upon the

                                    Page 16


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                  Premises and to place such property in storage in any
                  warehouse or other suitable place in Tucson, Arizona, for the
                  account of and at the expense of Tenant and Tenant hereby
                  exempts and agrees to save harmless Authority from any costs,
                  loss or damage whatsoever arising or occasioned by any such
                  removal and storage of such property by Authority or its duly
                  authorized agents in accordance with the provisions herein
                  contained.

         (2)      Reletting. After such re-entry, Authority shall use reasonable
                  diligence to re-let the Premises, or any part or parts
                  thereof, for such period or periods and upon such term or
                  terms and at such reasonable rental or rentals and upon such
                  other conditions as Authority may deem advisable, with the
                  right to make alterations and repairs to the Premises. Tenant
                  hereby irrevocably appoints Authority as the agent and
                  attorney-in-fact of Tenant to enter upon and re-let the
                  Premises and to incur any necessary expenses in doing so, all
                  to be reimbursed by Tenant. Tenant agrees that no acts of
                  Authority in effecting such re-letting shall constitute a
                  termination of this Sublease, irrespective of the period for
                  which such re-letting is made or the terms and conditions of
                  such re-letting or otherwise.

         (3)      Credit. Tenant shall receive a credit against such rental in
                  the amount of the proceeds, if any, of such re-letting.
                  Tenant's obligations, in addition to rent, for which it shall
                  remain liable include, but shall not be limited to, all
                  repossession costs, brokerage commissions, legal expenses,
                  attorneys' fees, expenses of employees, removal costs,
                  alteration costs and expenses of preparation for re-letting,
                  and any other amounts expended pursuant to action taken under
                  this paragraph.

11.3     REMEDIES CUMULATIVE

         All rights, options and remedies of Authority contained in this
         Sublease shall be construed and held to be cumulative, and no one of
         them shall be exclusive of the other, and Authority shall have the
         right to pursue any one or all of such remedies or any other remedy or
         relief which may be provided by law, whether or not stated in this
         Sublease (including but not limited to any right of "self help" or
         similar remedy in order to minimize any damages, expenses, penalties
         and related fees or costs).

11.4     NO WAIVER

         No waiver of any Event of Default of Tenant hereunder shall be implied
         from any acceptance by Authority of any rent or other payments due
         hereunder or any omission by Authority to take any action on account
         of such default if such default persists or is repeated, and no
         express waiver shall affect an Event of Default in a manner other than
         as specified in said waiver. The consent or approval by Authority to
         or of any act by Tenant requiring Authority's consent or approval
         shall not be deemed to waive or render unnecessary Authority's consent
         or approval to or of any subsequent similar acts by Tenant.

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   19




11.5     NOTICE

         Any default notice tendered to Tenant hereunder shall be deemed to be
         sufficient if it is reasonably calculated to put Tenant on inquiry as
         to the nature and extent of such default.

11.6     INTEREST

         All amounts due the Authority hereunder shall accumulate interest at a
         rate of 12% per annum or the maximum amount allowed by law, whichever
         is less.

                      ARTICLE XII - TERMINATION BY TENANT


12.1     TERMINATION EVENTS

         Tenant may terminate this Sublease at any time upon thirty (30) days
         written notice to Authority upon or after the happening or
         continuation of any of the following events:

                  A.       The inability of Tenant to use, for a period of
                           thirty (30) consecutive days, any portion of the
                           rights, licenses, services or privileges of Tenant
                           hereunder because of any law, rule, regulation or
                           other action or failure to act on the part of any
                           United States governmental authority having
                           jurisdiction thereof.

                  B.       The default by Authority in the performance of any
                           covenant or agreement herein required to be
                           performed by Authority and the failure of Authority
                           to remedy such default for a period of thirty (30)
                           days after receipt of written request or demand from
                           Tenant to remedy the same.

                  C.       The assumption by the United States government or
                           any authorized agency thereof of the operation or
                           control of the Airport or any part thereof, in such
                           manner as to substantially restrict Tenant for a
                           period of at least thirty (30) consecutive days from
                           conducting any of its operation on the Premises.

12.2     CURE

         If any of the foregoing reasons for termination by Tenant cease to
         exist prior to a termination, then the right to terminate for such
         reason shall cease.

12.3     NO WAIVER

         No waiver by Tenant of Authority's default of any of its obligations
         hereunder shall be construed to be or act as a waiver by Tenant of any
         subsequent default by Authority.




                                    Page 18


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              ARTICLE XIII - SURRENDER OF POSSESSION, CONDITION OF
                                    PREMISES


13.1     SURRENDER

         Upon the expiration or earlier termination of this Sublease or any
         extensions thereof, all rights herein granted to Tenant shall cease
         and terminate and Tenant shall forthwith surrender the Premises to
         Authority.

13.2     GOOD CONDITION

         The Premises shall be returned to Authority in as good condition as at
         the time of occupancy by Tenant, except as otherwise provided in this
         Sublease, ordinary wear and tear excepted.

13.3     REMOVAL OF PROPERTY

         Tenant, and Tenant's subtenants, may remove any and all personal
         property, including portable buildings, signs, trade fixtures,
         machinery and equipment from the Premises prior to expiration of this
         Sublease; provided, however, that Tenant shall repair any damage
         caused by such removal. Title to any property remaining in the
         Premises after expiration or termination of this Sublease shall vest
         in Authority and Authority shall have the right and option to remove
         the same, restore the Premises and recover from Tenant the costs and
         expenses of doing so.

                          ARTICLE XIV - MISCELLANEOUS


14.1     NOTIFICATION OF CHANGES

         Tenant shall promptly notify Authority of any change in Tenant's name
         or address or a change in ownership.


14.2     SUCCESSORS AND ASSIGNS BOUND

         All the terms, covenants and conditions of this Sublease shall extend
         to and bind the successors and assigns of the respective parties
         hereto.

14.3     ARTICLE HEADINGS

         The article headings contained herein are for convenience and
         reference and are not intended to define or limit the scope of any
         provisions of this Sublease.



                                    Page 19


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14.4     SEVERABILITY

         If any term or condition of this Sublease shall be deemed to be
         invalid or unenforceable, all other terms and conditions shall remain
         in full force and effect.

14.5     APPLICABLE LAW

         The terms and conditions of this sublease shall be interpreted in
         accordance with the laws of the State of Arizona.

14.6     CONSTRUCTION OF SUBLEASE

         Authority and Tenant agree that each party and its counsel have
         reviewed and revised this Sublease and that any rule of construction
         to the effect that ambiguities are to be resolved against the drafting
         party shall not apply in the interpretation of this Sublease. No
         remedy or election given by any provisions of this Sublease shall be
         deemed exclusive unless so indicated, but each shall, whenever
         possible, be cumulative with all other remedies in law or equity. Each
         provision hereof shall be deemed both a covenant and a condition and
         shall run with the land for the duration of the leasehold term or any
         extensions thereof. Whenever the content of any provision shall
         require it, the singular number shall be held to include the plural
         number and vice versa. The form of this Sublease contemplates that
         Tenant will be an entity and not one or more natural persons. If
         Tenant is one or more natural persons, then all pronouns referring to
         Tenant shall be deemed to be appropriately changed to fit those
         circumstances.

14.7     COSTS AND ATTORNEYS' FEES

         A.       AUTHORITY'S REVIEW

                  Tenant shall pay the expenses (including reasonable
                  attorneys' fees and the fees of other consultants) incurred
                  by Authority in reviewing any of the documents (including
                  subleases, plans and specifications of any improvements to be
                  constructed by Tenant, and documents created pursuant to
                  Section ) for which Authority's approval is required by the
                  terms hereof.

         B.       ENFORCEMENT OF RIGHTS

                  The non-prevailing party shall promptly pay to the prevailing
                  party, upon demand, all costs and other expenses paid or
                  incurred by the prevailing party (including, without
                  limitation, reasonable attorney's fees) in enforcing or
                  exercising its rights or remedies created by, connected with
                  or provided for in this Sublease, whether or not any action
                  or proceeding is brought (including, without limitation, all
                  such costs, expenses and fees incurred in connection with any
                  bankruptcy, receivership, or other court proceedings [whether
                  at the trial or the appellate level]).



                                    Page 20


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14.8     NOTICES

         A.       TO AUTHORITY

                  Notices to Authority in connection with this Sublease shall
                  be sufficiently served if physically delivered or sent by
                  certified mail, postage prepaid, addressed to Authority at
                  the address shown for it above.

         B.       TO TENANT

                  Notices to Tenant in connection with this Sublease shall be
                  sufficiently served if physically delivered or sent by
                  regular mail, postage prepaid, addressed to Tenant at the
                  address shown for it above, provided that notice of utility
                  interference shall be sufficiently served if Authority gives
                  said notice to the current supervisor of Tenant's operations
                  on the Premises.

         C.       TIMING

                  Service of any notice or demand by physical delivery shall be
                  deemed complete upon the date of delivery. Service of any
                  notice or demand by certified mail shall be deemed complete
                  at the expiration of three (3) days after the date of the
                  certified mailing if mailed within the continental United
                  States.

         D.       CHANGE IN ADDRESS

                  Each party may change its address to such other addresses as
                  such party may designate to the other in writing from time to
                  time.

14.9     AUTHORITY TO EXECUTE

         Each party represents and warrants to the other that it has the right
         and authority to enter into this Sublease.

         IN WITNESS WHEREOF the parties have executed this Sublease as of the
         day and year first above written.

                                                TUCSON AIRPORT AUTHORITY, INC.,
                                                an Arizona nonprofit corporation

                                            By:  /s/ Signature Illegible
                                                -------------------------------

                                            Its: CEO
                                                -------------------------------
                                                "AUTHORITY"

                                                COMPLETE CONTROLS, INC.

                                            By:  Micah Chapman
                                                -------------------------------

                                            Its: President
                                                -------------------------------
                                                "TENANT"

                                    Page 21