STATE OF
LOUISIANA
  PARISH OF
IBERIA
  ACT OF
LEASE
  BE IT
KNOWN, that:
  SUTTON
INDUSTRIES, INC., a Louisiana corporation domiciled in Iberia Parish, Louisiana,
having as its permanent mailing address, P O Drawer 14238, New Iberia, Louisiana
70562-4238, herein represented by and acting through LIONEL H. SUTTON, II, duly
authorized,
  (hereinafter referred to as LESSOR);
andMako Technologies, Inc.
  
 (hereinafter
referred to as LESSEE),
  have made
and entered into and do hereby make and enter into the following contract of
lease, to wit:
  
  I.
  LESSOR
has leased, let and rented and does hereby lease, let and rent unto LESSEE for
the consideration and under the terms and conditions hereinafter set forth, the
property described asfollows,
to wit:
  All presentproperty and
buildings having a street address of 125 Mako Lane.
  II.
  This contract of lease is made for a
period of  60 months commencingJune 1,
2006 and terminatingMay31,
2011.
   III.
  The consideration forthis lease
is declared to be: A monetary rental of $7300.00
per month payable monthly in advance to LESSOR at P.O. Box 14238,
New Iberia, La. 70562-4238, beginning on the commencement date.
  IV.
  LESSOR
grants to LESSEE the option to
extend and/or renew this leasefor2 additional terms of5
yrs. to commence upon expiration of the primary term.
Failure of LESSEE to notify LESSOR at least ninety (90) days prior to the
expiration of the original term or any extensions of its intention to
terminate
  1
  this
lease and surrender said property shall be conclusively construed as intention
to renew said lease for the succeeding period. Said lease shall thereupon, ipso
facto and without further notice, be extended and remain in full force and
effect for the next option term. Said notice shall be in accordance with the
provisions of Section XXIII
of this lease.
  V.
  Should
LESSEE exercise it's option to extend and/or renew this lease, the rental shall
be adjusted by increasing or decreasing (whichever is applicable) the base
monthly rental of $7300.00by the percentage change shown by the United
states Department of Labor, Division of Labor Statistics Consumer Price Index
(Base 1982-84100) as of commencement date of the primary term and the starting
date of any renewal term. The base monthly lease rental of $7300.00Shall be increased or
decreased (whichever is applicable) by the percentage change in said index, and
this sum, when calculated, shall be the rental payable monthly
in advance throughout the next 5
year term. The Consumer Price Index
Adjustment shall also apply to all subsequentoption periods.
  VI.
  LESSEE
shall maintain and keep in good repair all existing improvements on the leased
premises, including but not limited to, the air conditioners, parking lots,
fences, etc. LESSEE agrees to return the leased premises to the LESSOR at the
expiration of this lease, or the renewal thereof, in a condition at least equal
to the condition existing at the date hereof, reasonable wear and tear and acts
of God accepted.
    The
leased premises shall be used for the purpose of operating thereon
Equipment Rental Company. LESSEE
shall not use the leased premises or permit others to use the same for any purpose
or activity which is contrary to law.
  VIII.
  LESSEE
shall not assign or otherwise alienate this lease, or allow it to be assigned or
otherwise alienated in whole or in part, by operation of law or otherwise, or
mortgage or pledge same,or sublet the leased premises or any part thereof, without the prior
written consent of the LESSOR, which consent will not be unreasonably withheld
and in no event shall any such assignment or sub-lease ever release LESSEE from
any obligations or liability hereunder.
  IX.
  LESSEE
obligates itself tocarry a policy or policies of general liability insurance with the
coverage of One Million
Dollars for each occurrence, and thepolicy orpolicies shall name LESSEE as the
insured andLESSORas and additional insured.LESSEEshall promptly pay the premiums due onallsuch policies and cause certificates of
insurance to be furnished toLESSOR.
  LESSEEshall hold harmless, indemnify and defend LESSOR, its employees, and
agents, against all claims,demand, and actions for loss, liability, damage, cost and expense
(including attorney's fees) resulting from injury or death toanyperson and damage to
property caused by the act or omission of any person while in, upon or connected
in any way with the leased premises during the term ofthis lease orany occupancy hereunder.
  2
  LESSEE
further agrees to indemnify and hold harmless, LESSOR from and against any and
all claims arising from or in connection with any cleanup or restoration
responsibility with respect to the leased premises and all appurtenances thereto
related to or in connection with the use, consumption, generation, treatment,
storage or disposition of hazardous materials or wastes on the leased premises
on or after the commencement date of this lease.
  LESSOR
agrees to indemnify and hold harmless, LESSEE from and against any and all
claims arising from or in connection with any cleanup or restoration
responsibility with respect to the leased premises and all appurtenances thereto
related to or in connection with the use, consumption, generation, treatment,
storage or disposition of hazardous materials or wastes by LESSOR arising before
the commencement date of this lease.
  X.
  Lessor
assumes full responsibility for securing and maintaining a policy of fire and
extended coverage in an amount to 100% of the current insurable value of the
LESSOR'S buildings and improvements on the leased premises. This amount to be
adjusted periodically as needed due to inflation. Lessor shall be solely responsible
for the payment of all premiums due under said policy.
  XI.
  Should
the LESSEE become insolvent or upon the adjudication of LESSEE in bankruptcy,
the appointment of a receiver for LESSEE or the filing of a bankruptcy
receivership or respite petition of LESSEE, and should said condition continue
for a period offive (5) days after written notice has been given LESSEE by LESSOR, then,
at the option of LESSOR, the rent for the whole unexpired term of this lease
shall at once become due and exigible and the LESSOR shall have the further
option to at once demand the entire rent for the whole term or to immediately
cancel this /ease, reserving its right to later proceed against the LESSEE for
the remaining installments.
  XII.
 LESSEE
agrees that it will make no structural changes or other alterations to the
leased premises without the LESSOR's written consent, and without furnishing the
LESSOR fifteen (15) days advance written notice outlining in detail the proposed
changes or alterations. Moreover, any additions or alterations or improvements
made by LESSEE, with or without consent of LESSOR, no matter how attached, shall
remain the property of LESSOR, unless otherwise stipulated herein, and LESSEE
expressly waives any right to compensation for any such additions or alterations
which may be make to the premises. Notwithstanding
the above, however, LESSEE may remove from the premises its trade fixtures,
office supplies, movable office furniture and equipment not attached to the
leased premises provided (a) such removal is made prior to the termination of
the term of this lease; (b) LESSEE is not in default of any obligation or
covenant under this lease at the time of such removal; and (c) LESSEE promptly
repairs all damage caused by the installation, use or removalofany such furniture or equipment. Moreover, if LESSOR so requests in
writing, LESSEE will, prior to termination of this lease, remove any and all
alterations, additions, or fixtures, equipment and property placed or installed
by it in the leased premises and will repair any damage caused by such
removal.
  XIII.
  LESSOR
shallpay allreal
estate taxes and assessments imposed against theleased premises when
due.
 3
  XIV.
  LESSEE
shall cause all improvements and appurtenances erected and/or placed by it on
the leased premises to be assessed to it for tax purposes separate from the
property of LESSOR and LESSEE shall pay all such taxes and all other charges
assessed and levied against its property and all appurtenances located on
the
 leased
premises on or before December 31st of that year.
  XV.
  LESSEE
binds and obligates itself to care for the leased premises as a prudent
administrator, keeping the same free of debris, rubbish and trash at all
time.
  XVI.
  LESSEE
assumes full responsibility for the fulfillment of all regulations and
requirements of all local, state, and federal laws, regulations and statutes,
including the Occupational Safety Hazard Act (OSHA), the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) and The
Superfund Amendments and Re-authorization Act (SARA) and for all state and
federal laws and regulations governing, prohibiting and regulating pollution.
LESSEE shall comply with all laws concerning the leased premises or LESSEE'S use
of the premises including without limitation, the obligation at LESSEE'scost to alter, maintain, or restore the premises in compliance and
conformity with all laws relating to the condition, use or occupancy of the
premises by LESSEE during the term of this lease.LESSEEshall not use or permit the use of the premises in any manner that will
be in violation of any city or county ordinance or state and federal laws in or
about said leased premises.
  XVII.
  Failure
on the part of LESSEE to pay rent, including hazard insurance premiums, property
taxes and assessments within thirty (30) days after actual billing of such and
after notice given LESSEE by LESSOR via certified mail, shall entitle LESSOR, in
its sole discretion and at its option, to declare the balance of the rent due
for the term of the lease with interest thereon at the rate of 12% per annum
from the date on which the payment was due, together with 20% of the amount
claimed asstipulated
attorney's fees for the collection of said amount, or LESSOR, at its option, may
evict LESSEEfrom the premises and regain possession, reserving its right to later
proceed against the LESSEE
forthe remaining installments.
  XVIII.
  In
addition to the hereinabove stated base monthly rental, LESSEE shall pay all the
charges for water, telephone, electricity, gas, garbage, and delivery pick-up
services, sewerage, and any other utility charge that may accrue by reason of
occupancy or use by LESSEE of the leased premises and shall not permit any lien
or claim to be filed against LESSOR by reason of such charge.
  4
  XIX.
  Neither
acceptance of rent by LESSOR nor failure by LESSOR to complain of any action,
non-action, or default of the LESSEE, whether singular or repetitive shall
constitute a waiver of any rights or either a subsequent default of same
obligation or any other default. No act or thing done by LESSOR or its agents
shall be deemed to be an acceptance of surrender of the leased premises and no
agreement to accept surrender of the leased premises shall be valid unless it is
in writing and signed by the duly authorized officer of agent of
LESSOR.
  XX.
  If LESSEE
should remain in possession of the leased premises after the expiration of the
original term or any extensions of this lease,without the execution byLESSOR and LESSEE of a new
lease, the LESSEE shall be considered as a month to month tenant, bound by and
subject to all the covenants and obligations of this lease.
  XXI.
  If any
clause or provision of this lease is illegal, invalid or unenforceable, under
present and future laws effective during the term hereof, then it is the
intention of the parties hereto that the remainder of this lease shall not be
affected thereby.
  XXII.
  Lessee
has reviewed the environmental assessment done by the previous tenant, and plans
on having his own independent assessment done (a copy of •which he has delivered
to Lessor prior tooccupation of the Leased Premises and accepts the Leased Premises in its
present condition as particularly evidenced by the two reports. Prior to
vacating the Leased Premises Lessee shall have caused to be prepared and paid
for a Phase Ienvironmental assessment showing that the property is clear of any
environmental hazards and to the extent that such report identifies any
remediation work necessary on the property, all such work shall be done by
Lessee prior to vacating the property. Lessee shall deliver such report to
Lessor on or before five (5) days prior to vacating the Leased
Premises.
  In
particular, but in no way intended to limit obligations of Lessee, Lessee
specifically agrees to obtain, maintain and fully comply with all permits,
licenses or permission required, necessary, contemplated by or related to all
operations on or related to the property which is the subject of the Lease or
performance there under and to fully comply with all
governmentalregt.dations,statutes,laws and regulations concerning underground
storage tanks, clean air provisions, water quality provisions, hazardous
substances and/or hazardous waste provisions, CERCLA provisions or otherwise.
Further, Lessee agrees to fully defend, indemnify and hold Lessor, its
subsidiaries and affiliated corporations, their heirs, successors and assigns
totally harmless from any and all liabilities, and/or claims, punitive or
otherwise, fines, penalties, cost of compliance, investigation, remediation,
reclamation, expert fees and/or cost/expenses of any nature whether said costs
were paid or activities entered into voluntarily or otherwise associated
directly or indirectly with Lessee, Lessee's heirs, successors, assigns,
contractors, subcontractors or any other party involved with said property by
Lessee's actions, failure to obtain and fully comply with any permits, licenses
or permission or with a notice of violation, order, regulation or governmental edict oranykind, and all costs and
expenses related in any way, whether directly or indirectly, theretowhether
said monies were paid or activitiesenteredinto voluntarily or
otherwise.
   5
  In
addition, and in no way intended to be limited by the above obligations. Lessee
further agrees to indemnify and hold Lessor, its subsidiary and affiliated
companies, their heirs, successors and assigns totally harmless from any and all
governmental and/or third party I j. claims of whatever kind or nature arising
out of or in any way related to the actions or failure f    j to
act by Lessee or Lessee's heirs, successors or assigns, contractors, subcontractors,
invitees or any other party involved with said property by Lessee's actions,
whether arising out of common law or statute including but in no way limited to
Comprehensive Environmental Response, Compensations and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended,
and often referred to as I "CERCLA"), the Resource Conservation and Recovery
Act of 1976, (as amended by thef Used Oil Recycling Act of 1980), and the Hazardous
and Solid Waste Amendments of 1984   j (as amended, often
referred to as "RCRA"),
the Toxic Substance Control Act, 15 U.S.C.A. 2601 to 2654, "TSCA", the Occupational
Safety & Health Administration, "OSHA", the      i
Louisiana Department of
Environmental Quality Act, the Louisiana Solid Waste I Management and Resource
Recovery Law, the Hazardous Waste Control Law, the Inactive and Abandoned
Hazardous Waste Site Laws, the Taxation of Disposal and Storage ofI Hazardous
Waste, the Liability for Hazardous Substance Remedial Action, the Louisiana *
Waste Reduction Law, Underground Storage Tank Regulation, and any and all
federal, state and local rules, ordinances, and statutes governing hazardous
and/or toxic materials, and underground storage tanks and any and all other
state and/or federal and/or local environmental and/or ton and/or contractual
and/or health and/or safety and/or land use
legislation, regulations or orders or otherwise which are in any way related to
or in any way arise out of the use of property subject to this lease by Lessee
or Lessee's heirs, successors,assigns, contractors, subcontractors, or invitees
during the term herein.
  It is
expressly understood that Lessor, its subsidiaries and affiliated companies are
not to be liable for any damages, fines, claims, costs, expenses or liabilities
of any kind or nature arising in any way or related in any way to, whether
directly or indirectly, the use, possession, operation on or activities
involving said property by Lessee or Lessee's heirs, / successors, assigns,
subcontractors or contractors, invitees or any other party involved by Lessee's
actions.
  Notwithstanding
anything herein to
the contrary, noneof the foregoing indemnities, assumptions of liability
or releases on the part of Lessee shall extend to any losses, costs, claims, or
omissions of Lessor or any other person in any way related to the use,
possession, operation on or activities involving said property by said person,
occurring prior to or subsequent to the term of the Lease or (ii) any such acts
or omissions by any of such persons occurring during the term of this Lease in
connection with a trespass or other act in derogation of Lessee's rights under
this Lease and without any fault or negligence on the part of the
Lessee.
  It is
expressly agreed to and understood by the parties hereto that the liability and
obligations assumed by Lessee under this Agreement are to survive the
termination of the Agreement to the extent not prohibited by law. Furthermore,
should any portion of the Agreement be found by a court of competent
jurisdiction to be void and/or unenforceable, then the remaining obligations
shall continue in full force and effect to the extent not prohibited by
law.
  XXIII.
  Whenever
under this lease a provision is made for any demand, notice or declaration of
any kind, it shall be in writing and serviced either personally or sent by
registered or certified mail, postage pre-paid, addressed at the address set
forth below:
  6
  To
LESSOR:
 SUTTON
INDUSTRIES, Inc.
 P.O.
Drawer 14238
 New
Iberia, Louisiana 70562-4238
 Telephone: (337)
365-7012
  To
Lessee:
 Mako
Technologies,Inc.
 125 Mako
Lane
 MorganCity,LA
70380
  XXIV
  AND THERE
INTERVENED: Jacob J. Marcell, of  age,
having a permanent mailing address P.O. Box 3186 Morgan City, LA70381. Who guarantees
LESSEE'S performance under the aforementioned lease and agrees to fulfill the
obligation of LESSEE with respect to the said lease should LESSEE default on the
obligations.
  /s/
      Jacob J. MarcellJacob
      J. MarcellWITNESSES:/s/
      Karen Sampey
 
 
 IN
WITNESS WHEREOF, this Agreement is signed in duplicate originals as of this 1
day of June, 2006.
 
 WITNESSES:
                
                /s/
      Jacob J. Marcell/s/
      signature
                
                LESSEEMako
      TechnologiesSUTTON
      INDUSTRIES, INC./s/
      signatureBy:
      /s/ Lionel H. Sutton, IILIONEL
      H. SUTTON, II LESSOR