EXHIBIT
10.38





ASSIGNMENT
AND ASSUMPTION OF LEASE





This Assignment and Assumption of Lease
("Assignment") is made onApril
30, 2005 by
and between Anatrace,
Inc., ("Assignor"), and UBS Acquisition, an Ohio
corporation, ("Assignee").





Attached
to this Assignment as Exhibit A is a copy of a Lease Agreement by and between OTR, as
Landlord, and Anatrace, Inc., as Tenant, dated February 14, 2001 and covering
real property
consisting of approximately 12,176 square feet of warehouse space located in a
part of 434
Dussel Drive, Maumee, Ohio, ("Lease"). On April 24, 2001, the underlying real
property and the
landlord's interest in the Lease were assigned to Tolson Investments II, an Ohio
corporation ("Landlord").





Assignor
desires to assign all its right, title and interest as lessee under the Lease to
Assignee and Assignee will assume all of Assignor's liabilities and obligations
under the Lease, all on the terms set forth below.





In
consideration of the premises, and of the mutual consents and agreements
provided by law, effective
upon execution, the parties agree as follows:





1.      Assignment: Assignor
assigns to Assignee all of it's right, title and interest in and to the Lease
together with all rights arising under or by virtue of the Lease.





2.      Representations and
Warranties: Assignor represents and warrants to Assignee
that:





a. The
Lease, consisting of Twenty-Four (24) pages and Exhibits "A", "B", and "C", is
in full
force and effect, has not been modified or amended except for and Amendment
dated April 6,
1994, and constitutes the entire agreement between Landlord and
Assignor;





b.
Neither Assignor nor Landlord is in default under the Lease beyond any
applicable period for
curing any such default, nor to Assignor's knowledge has any event or condition occurred
which, with the giving of notice, the passage of time, or both, would constitute
a default
by either party;





c. Assignor
has made nosecurity deposit to Landlord under the Lease-





d.
Assignor's next monthly rental installment is due May 1, 2005;





e.
Assignor has not paid any rent under the Lease in advance of its due
date;





f. Assignor
has not exercised any options or rights of renewal or extension, rights of expansion,
right of purchase, or rights of first refusal as may be contained in the Lease; and





g.
Assignor has not been given and is not entitled to any free rent, rebates,
rental abatements or rent
concessions of any kind or nature whatsoever.





3.      Acceptance: Assignee
accepts the assignment of Assignor's interest under the Lease and assumes
and agrees to perform all of the obligations of Assignor arising or accruing
under the Lease on
and after the date of this Assignment.


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4.     
Assignor's
Indemnity: Assignor shall defend, indemnify, and hold Assignee harmless
from and
against all loss, damage, cost and expense that may be claimed against, imposed
upon or suffered
by Assignee by reason of Assignor's default, failure to perform or breach of any
of its
obligations under the Lease prior to the date of this Assignment. Assignor shall
remain liable to
Landlord for the performance of all terms, covenants and conditions of the Lease
to be
performed by Assignee, its successors and assigns.





5.     
Assignee's
Indemnity: Assignee shall defend, indemnify and hold Assignor harmless
from and
against all loss, damage, cost and expense that may be claimed against, imposed
upon, or suffered
by Assignor by reason of Assignee's default, failure to perform or breach of any
of its
obligations under the Lease from and after the date of this Assignment. Assignee acknowledges
that nothing in this Assignment shall be deemed to authorize any further assignment
or other transfer in whole or in part of the interest of Assignee under the
Lease in violation
of any provisions of the Lease.





6.      Binding Effect: This
Assignment shall be binding upon and shall inure to the benefit to the parties
and their respective successors and permitted assigns. The parties acknowledge
that Landlord
is an intended third-party beneficiary of this Assignment.





IN
WITNESS WHEREOF, the parties have executed this Assignment as of the date first
written above.





ASSIGNOR:                                                                        ASSIGNEE:


Anatrace,
Inc.                                                                     UBS
Acquisition, Inc.


By:/s/
Don N. Gray /s/ Michael
Lachman


Michael Lachman, CEO


26111
Miles Road


Cleveland,
Ohio 44128





STATE OF
OHIO                                    )


ss.


COUNTY OF
WOOD                                    )





Before
me, a Notary Public in and for said County and State, personally appeared the
above named
Don N. Gray,
who acknowledged that he did execute the foregoing document and that the same
was his free act and deed.





In
Witness Whereof, I have hereunto set my hand and seal this 28th
day of April 2005.




s/ Michael J.
Todak


Notary
Public


[Notary
Seal]





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STATE OF
OHIO




ss.


COUNTY OF
WOOD





Before
me, a Notary Public in and for said County and State, personally appeared the
above named Michael
Lachman, who acknowledged that he did execute the foregoing document and
the same is his free act and deed.





In
Witness Whereof, I have hereunto set my hand and seal this 28thday of April 2005.





/s/ Michael J.
Todak


Notary
Public


[Notary
Seal]





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LANDLORD'S
CONSENT





to





ASSIGNMENT
AND ASSUMPTION OF LEASE





Tolson Investments II, the
Landlord under the Lease to which this Landlord's consent relates, hereby
consents to the assignment of the Lease by Assignor to Assignee upon the
following conditions:





Assignor
shall remain liable for the full and due performance by the Assignee, its
successors and assigns, of all terms, obligations, covenants and agreements
under the Lease; and no further assignment of the Lease shall be made without
theprior
written consent of Landlord.





Date                                                              Harvey
A. Tolson





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