Exhibit 10.55  M & R Lease Agreement






Exhibit 10.55


LEASE- BUSINESS PROPERTY






THIS LEASE, made and entered into this 1st  day of May, 2012 ,between M & R DEVELOPMENT,INC.,an
Iowa corporation hereinafter  referred  to as ("Landlord")  and whose address for the purpose of the Lease is 61Smith Circle, Algona, lA    50511and  AMERICAN POWER GROUP, INC. an Iowa Corporation, and a wholly  owned subsidiary of GreenMan Technologies, Inc. hereinafter referred  to as ("Tenant"),  whose address for the purpose of the lease is 2503 E. Poplar Street,PO Box 187, Algona,lA  50511.


1.    PREMISES AND TERM.  The Landlord, in consideration of the rents, agreements and conditions  herein contained, leases to the Tenant and Tenant leases from  landlord, according to the terms  of the lease, the following described "premises",situated in Kossuth County,Iowa.


lot One (1) of Snap-On Industrial Park as recorded in the Plat as Document No. 2002-1701,located in part of the West Half of the Northwest  Fractional Quarter (W 1 NWfrl1 4)  of Section Six (6), Township Ninety five (95) North,Range Twenty-eight (28), West of the 51 P.M.,City of Algona,Kossuth County,Iowa. 


Commonly known as 2503 E. Poplar Street, Algona, lA 50511
with  the  improvements  thereon,  and  all  rights, easements and appurtenances, which, more  particularly, includes the space and premises for a term of three (3)  years, commencing at midnight of the day previous to the first day of the lease term, which shall be on the 1st day of May 2012 , and ending at midnight on the last day of the lease term, which shall be on the 30th day of  April 2015   ('Initial Term"), upon the condition  that the Tenant pays rent therefore,and otherwise performs as in this lease provided.


1. RENEWAL OPTIONS If Tenant is not in default under this lease upon termination of the Initial Term,Tenant shall have the option  to extend this lease for an additional 2 year term.   The Tenant shall provide  landlord with written notice of its intention to enter into renewal term  discussions within  one year (365 days) of the Initial Term's termination.


2.     RENTAL. Tenant agrees to pay landlord as follows:
Year 1:     $10,000.00 per month  or $4.00 per square foot  for  30,000 square feet  of space rented. In advance, the  first rent  payment  becoming due upon the 1st day of May  2012, and the same amount, per month,in advance, on the 1' 1day of each month thereafter.
Year 2:      Increase Year 1monthly rent  by the percentage growth in the Greater Des Moines Consumer
Price Index (or equivalent index)  for the latest available twelve months prior to the date of the increase; 
Year 3:        Increase Year 2 monthly  rent by the percentage growth in the Greater Des Moines Consumer
Price Index (or equivalent index) for the latest available twelve months prior to the date of the increase.


In addition  to the above monthly  rental Tenant shall pay:  real estate taxes, insurance, and maintenance and upkeep (See "triple net" provision below).


All sums shall be paid at the  address of  Landlord as above designated, or at such other  place in  Iowa or elsewhere, as the Landlord may, from  time  to  time, designate in writing.  Delinquent  payments shall draw interest at 15%% per annum from the due date,until paid.


If any other Tenants in adjoining premises share responsibility with Landlord and Tenant in any expenses, the percentages allocated to Landlord and Tenant in this lease shall represent only their respective portions of the total shared expenses.  Therefore, their  percentages may total less than 100%.   Nothing  shall prevent  the Landlord from paying a Tenant's share of an expense and billing the Tenant for the amount so paid.


2 (1).  MULTIPLE TENANTS.  If any other Tenants in adjoining premises share responsibility with Landlord and Tenant in any expenses, the percentages allocated to Landlord and Tenant in this lease shall represent  only their respective portions of the total shared expenses. Therefore, their percentages may total less than 100%. Nothing shall prevent the Landlord from paying a Tenant's share of an expense and billing the Tenant for the amount so paid.





1






2 (2). “TRIPLE NET” PROVISIONAL (OPTIONAL)
	
			
	X
	 
	Tenant agrees that all duties and obligations to repair, maintain

	Landlord
	 
	and provide utilities and services (paragraph 6 and 7), to pay

	 
	 
	taxes and special assessments (paragraph 10) and to pay for

	 
	 
	casualty and liability insurance (paragraph 11) shall be borne

	 
	 
	solely by the Tenant during the term of this lease.

	X
	 
	(If the parties select this provision, all duties and obligations

	Tenant
	 
	set forth in paragraphs 6,7, and 10 shall be performed by the

	 
	 
	Tenant)






3.    POSSESSION.   Tenant shall be entitled  to possession on the first day of the term of this lease, and shall yield possession to the  Landlord at the end of the lease term, except as herein  otherwise  expressly provided. Should Landlord be unable to give possession on said date, Tenant's only damages shall be a rebating of the pro rata rental.


4.     USE OF PREMISES.  Tenant covenants and agrees during the term of this lease to use and to occupy the leased premises for office, customer  service, inventory  warehousing  and research & development testing.    For restrictions on such use, see paragraphs 6 (c), 6 (d) and 11(b)  below.


5.    QUIET ENJOYMENT.  Landlord covenants that its estate in said premises is in fee simple and that  the Tenant,if not in default, shall peaceably have, hold and enjoy the premises for the term  of this lease.    Landlord shall have the right  to  mortgage all of its right, title, and interest  in said premises at any time  without notice, subject to this lease.  Landlord represents and Tenant acknowledges the existence of prior mortgages to Iowa State Bank,Algona, Iowa,and Algona Area Economic Development Corporation. See Additional Provisions.


6.    EQUIPMENT, DECORATING, REPLACEMENT, REPAIR AND MAINTENANCE.


DEFINITIONS


 "Maintain" means to clean and keep in good condition.


"Repair" means to fix and restore to good condition after damage,deterioration or partial destruction.


CONDITIONS OF PREMISES
A.    Tenant takes the premises in its present condition, except for such repairs and alterations as may be expressly otherwise provided in this lease.


REPAIRS AND MAINTENANCE
B.    Landlord shall replace and repair the structural parts of the building.  For purposes of this lease,the structural parts of the building shall mean the foundation,exterior walls,load bearing components of interior  floors and walls,the roof and all sewers, pipes, wiring and electrical fixtures outside of the structure.


 C.   Repair shall be performed and paid for by the parties as follows:

2






	
							
	 
	 
	PERFORMANCE
	 
	PAYMENT

	 
	 
	 
	 
	 
	 
	 

	 
	 
	l =LANDLORD
T= TENANT
	 
	% Landlord
	 
	% Tenant

	Interior walls, floors and ceilings
	 
	T
	 
	—%
	 
	100%

	Sewer,plumbing fixtures,pipes,wiring, electrical fixtures within  the structure
	 
	T
	 
	—%
	 
	100%

	Heating Equipment
	 
	T
	 
	—%
	 
	100%

	Air Conditioning
	 
	T
	 
	—%
	 
	100%

	Plate Glass (replacement)
	 
	T
	 
	—%
	 
	100%

	Sidewalks
	 
	T
	 
	—%
	 
	100%

	Parking Areas
	 
	T
	 
	—%
	 
	100%

	Other Common Areas
	 
	T
	 
	—%
	 
	100%






LIMITATION: In no event shall the Tenant's share of the cost of repair for any one incident of repair exceed
$5,000.00. All costs of such an incident or repair in excess of such amount shall be paid by the landlord.


D.  Any repair or maintenance not specifically provided for above shall be performed and paid for by Landlord.


      E.   Each Party shall perform their responsibilities of repair and maintenance to the end that the premises will be kept in a safe       and serviceable condition.  Neither party will permit nor allow the premises to be damaged or depreciated in value by any act, omission to act,or negligence of itself, its agents or employees.


EQUIPMENT,DECORATING AND ALTERATIONS


F.   The following items of equipment, furnishings and fixtures shall be supplied and replaced by the parties as follows:


	
					
	 
	 
	SUPPLIED
	 
	REPLACED

	 
	 
	l =Landlord
	 
	L =Landlord

	 
	 
	T =Tenant
	 
	T =Tenant

	Heating Equipment
	 
	l
	 
	T

	Air Conditioning Equipment
	 
	l
	 
	T

	Carpeting/Floor Covering
	 
	L
	 
	T

	Drapes,Shades,Blinds
	 
	L
	 
	T






Any similar equipment,furnishings, and fixtures not specifically provided for above shall be provided and paid for by Landlord,except: See Additional Provisions


Any equipment  furnishings  or  fixtures  to be supplied  by Tenant shall be subject to the  Landlord's prior  written approval  as to  quality  and method  of  installation.   Tenant  shall provide  all trade equipment;  furnishings and fixtures used in connections with the operation of its business, such as telephones, computers,desks, chairs,shelving and similar items.


    G.   Landlord shall provide and pay for the following items of interior decorating:  See Additional Provisions.


Thereafter,Tenant shall be responsible for all interior  decorating. Tenant shall make no structural alterations or improvements  without  the prior written consent of the Landlord.


AMERICANS WITH DISABILITES ACT
H.    Tenant will make no unlawful use of said premises and agrees to comply with all valid regulations of the Board of Health, City Ordinances or applicable municipality, the laws of the State of Iowa and the Federal government, but  this provision  shall not  be construed  as creating  any duty  by Tenant to members of the general public, provided, however, responsibility for compliance with the Americans with Disabilities Act shall be performed and paid for by the parties as follows:



3






	
					
	 
	 
	%Landlord
	 
	%Tenant

	Common areas
	 
	100%
	 
	—%

	Tenants area:
	 
	 
	 
	 

	Initial compliance (specify)
	 
	100%
	 
	—%

	Future compliance
	 
	100%
	 
	—%






7.    UTILITIES AND SERVICES.   Utilities and services shall be furnished and paid for by the parties as follows:


	
							
	 
	 
	PERFORMANCE
	 
	PAYMENT

	 
	 
	L =Landlord
T =Tenant
	 
	%LANDLORD
	 
	%TENANT

	Electricity
	 
	T
	 
	—%
	 
	100%

	Gas
	 
	T
	 
	—%
	 
	100%

	Water and Sewer
	 
	T
	 
	—%
	 
	100%

	Garbage/Trash
	 
	T
	 
	—%
	 
	100%

	Janitor/Cleaning
	 
	T
	 
	—%
	 
	100%

	Common Areas
	 
	T
	 
	—%
	 
	100%

	Other
	 
	 
	 
	 
	 
	 






8.    TERMINATION, SURRENDER OF PREMISES AT END OF TERM- REMOVAL OF FIXTURES.


(a)  TERMINATION.  This lease shall terminate  upon  expiration  of  the  original  term;  or if this  lease expressly provides for any option  to renew,and if such option  is exercised by the Tenant, then this lease will terminate  at the expiration of the option term or terms.
(b)  SURRENDER. Tenant  agrees that  upon  termination of  this lease it will  surrender  and deliver the premises in good and     clean condition,except the effects of ordinary  wear and tear and depreciation  arising from lapse of time,or damage without fault or liability  of Tenant.
(c)  HOLDING OVER.  Continued possession by Tenant,beyond the expiration of its tenancy, coupled with the receipt of the specified rental by the Landlord (and absent a written agreement by both parties for an extension of this lease, or for a new lease) shall constitute a month  to month extension of the lease.
(d)  REMOVAL OF FIXTURES.  Tenant may, at the expiration  of its tenancy, if Tenant is not  in default, remove  any fixtures  or  equipment which Tenant has installed  in  the  premises, providing  Tenant repairs any and all damages caused by removal.


9.    ASSIGNMENT AND ADDITIONAL SUBLEITING.  Any assignment of this lease or subletting of the premises or any part thereof,without the Landlord' s written  permission shall, at the option of the Landlord,make the rental for the balance of the lease term  due and payable at once.  Such written  permission shall not  be unreasonably withheld.


10.  REAL ESTATE TAXES.


A.    All installments of real estate taxes would become delinquent  if not paid during the term of this lease,shall be paid by the parties in the following proportions:
Landlord             0%                                    Tenant          100%


B.   PERSONAL  PROPERTY TAXES. Tenant agrees to timely  pay all taxes, assessments or other  public charges levied or assessed by lawful authority against its personal property on the premises during the term of this lease.


C.   SPECIAL ASSESSMENTS.  Special Assessments that would be delinquent  if not paid during the term of this lease shall be timely paid by the parties in the following proportions:
Landlord             0%                                    Tenant          100% D.    


Each party reserves its right of protest of any assessment of taxes.











4






11.  INSURANCE.


A.   PROPERTY  INSURANCE.   Landlord  and Tenant  agree to  insure their  respective  real and  personal property  for the full insurable value.  Such insurance shall cover losses included in the special form causes of loss (formerly all risks coverage). To the extent permitted by their policies the Landlord and Tenant waive all rights of recovery against each other.
B.   LIABILITY INSURANCE.   Tenant shall obtain  commercial general liability insurance in the amounts  of
$1,000,000 each occurrence and $5,000,000  annual aggregate per location.  Such policy shall include liability  arising from  premises  operations, independent  contractors, personal injury, products  and completed operations and liability assumed under an insured contract.  This policy shall be endorsed to include the Landlord as an additional insured.
C.   CERTIFICATES  OF INSURANCE.   Prior  to  the  time  the  lease takes effect  Tenant  will  provide  the
Landlord with a certificate of insurance with these property and liability insurance requirements,such
certificate  shall include 30 days advance notice of cancellation to the Landlord.  A renewal certificate shall be provided prior to expiration of the current policies.
D.   ACTS BY TENANT. Tenant will not do or omit  doing of any act which would invalidate any insurance, or increase the insurance rates in force on the premises.
E.    INCREASED  RISKS OR HAZARDS. Tenant further  agrees to  be liable for and to  promptly pay, as if current  rental, any increase in insurance rates on said premises and on the building of which said premises are a part, due to increased risks or hazards resulting  from Tenant's use of the premises otherwise than as herein contemplated and agreed.
F.   Landlord and Tenant shall each provide a copy of this lease to their respective insurers.


12.  LIABILITY FOR DAMAGE.  Each party  shall be liable to the other  for all damage to the property of the other negligently,recklessly or intentionally caused by that party (or their agents, employees or invitees), except to the extent the loss is insured and subrogation is waived under the owner's policy.


13.  INDEMNITY.  Except as provided in paragraph 21(A) (5) and except for the negligence of Landlord,Tenant will protect, defend and indemnify  Landlord from and against all loss,costs,damage and expenses occasioned by, or arising out of,any accident or other occurrence, causing or inflicting injury or damage to any person or property, happening or done in, upon or about the premises, or due directly or indirectly to the tenancy, use or occupancy thereof,or any part thereof by Tenant or any person claiming through or under Tenant.


14.   FIRE AND CASUALTY.  (a) PARTIAL DESTRUCTION OF PREMISES.  In the event of a partial destruction or damage of the premises, which is a business interference  which prevents  the conducting  of a normal  business operation  and which damage is repairable within  60 days after its occurrences, this lease shall not terminate  but the  rent  for  the premises shall abate during the time  of such business interference.    In the event  of  a partial destruction, landlord shall repair such damages within 60 days of its occurrence unless prevented from doing so by acts of God,government regulations, or other causes beyond Landlord's reasonable control.


(b) ZONING.    Should the  zoning ordinance  of  the  municipality  in which  this property  is located  make it impossible for Landlord to repair or rebuild so that Tenant is not  able to conduct its business on these premises, then such partial destruction shall be treated as a total destruction  as provided in the next paragraph.


(c) TOTAL DESTRUCTION OF BUSINESS USE. In the event of a destruction  or damage of the leased premises including  the parking area (if parking area is a part of the lease) so that Tenant is not able to conduct its business on the premises or the then current legal use for which the premises are being used and which damages cannot be repaired  within  60 days this  lease may be terminated at  the  option  of  either  the  Landlord  or Tenant.    Such termination in such event shall be effected by written notice of one party to the other, within  20 days after such destruction.  Tenant shall surrender possession within  10 days after  such notice issues and each party  shall be released from all future obligations, and Tenant shall pay rent pro rata only to the date of such destruction.  In the event of such termination of this lease, Landlord at its option,may rebuild or not, at its discretion.



5






15.  COMDEMNATION.


(a) DISPOSITION OF AWARDS. Should the whole or any part of the premises be condemned or taken for any public or quasi-public purpose, each party shall be entitled  to retain,as its own property,any award payable to it. Or in the event that a single entire award is made o account of the condemnation, each party will then be entitled to take such proportion of said award as may be fair and reasonable.


{b) DATE OF LEASE TERMINATION.  If the whole of the demised premises shall be condemned  or taken, the
Landlord shall not be liable to the Tenant except and as its rights are preserved in paragraph 14{a) above.




16.   DEFAULT. NOTICE OF DEFAULT AND REMEDIES.


EVENTS OF DEFAULT


     A.    Each of the following shall constitute  an event of default by Tenant:
1.  Failure to pay rent when due.
2.  Failure to observe or perform any duties, obligations, agreements or conditions imposed on Tenant pursuant 
     to terms of the lease.
3.  Abandonment of the premises, "Abandonment" means the Tenant has failed to engage in its usual and
     customary business activities on the premises for more than fifteen (15) consecutive business days.
4.  Institution of voluntary bankruptcy proceedings in which the Court orders relief against the Tenant as a                   
                       debtor; assignment for the benefit of creditors of the interest of Tenant under this lease agreement; 
                                      of a receiver for the property or affairs of Tenant, where the receivership is not vacated with (10) days 
                                      after the appointment of the receiver. 


NOTICE OF DEFAULT


B.  Landlord shall give Tenant a written notice specifying the default and giving the Tenant ten {10) days in which to correct the default.  If there is a default {other than for nonpayment of a monetary  obligation of Tenant, including  rent)  that  cannot be remedied  in ten {10) days by diligent  efforts  of the Tenant, Tenant shall propose  an additional period  of time in which to remedy  the default.   Consent to additional  time shall not  be unreasonably withheld by the Landlord. Landlord shall not be required  to give Tenant any more than three notices for the same default within any 365 day period.


REMEDIES


C.          In the event Tenant has not remedied a default in a timely manner following a Notice of Default, Landlord may proceed with all available remedies at law or in equity,including but not limited to the following:


1.  Termination. Landlord may declare this lease to be terminated and shall give Tenant a written notice of such termination. In the event of termination of this lease, Landlord shall be entitled  to prove claim for and obtain  judgment against Tenant for the balance of the rent agreed to be paid for the term  herein provided, plus all expenses of Landlord in regaining possession of the premises and the reletting  thereof, including attorney's fees and court costs,crediting against such claim,however, any amount obtained by reason of such reletting.


2. Forfeiture.  If a default  is not remedied  in a timely  manner, Landlord may then  declare this lease to be forfeited and shall give the Tenant a written notice of such forfeiture,and may,at the time,give Tenant the notice to quit provided for in Chapter 648 of the Code of Iowa.




17.  RIGHT OF EITHER PARTY TO MAKE GOOD ANY DEFAULT OF THE OTHER. If default shall be made by either party in the performance  of, or compliance with, any of the terms of conditions  of this lease, and such default shall have continued  for thirty  {30) days after written notice thereof  from one party to the other, the person aggrieved, in addition  to all other remedies now or hereafter  provided  by law, may, but net not,perform such term  or  condition,  or  make good  such default  and  any amount  advanced shall be repaid  forthwith  on demand,together with interest at the rate of 10% per annum, from date of advance.


18.   SIGNS.  (a) Tenant shall have the right  and privilege of attaching, painting  or exhibiting signs on leased premises,provided only; (1) that any sign shall comply with the ordinances of municipality in which the property is located and the laws of the State of 

6






Iowa;(2) such sign shall not change the structure  of the building; (3) such sign,if and when removed, shall not damage the building; and (4) such sign shall be subject to the written approval of the Landlord, which approval shall not be unreasonably withheld (b) Landlord during the last ninety (90) days of this lease, or extension, shall have the right  to maintain in the windows  or on the building  or on the premises either or both a "For Rent" or "For Sale" sign and Tenant will permit, as such time, prospective tenants or buyers to enter and examine the premises.


19.   MECHANIC'S LIENS. Neither the Tenant nor anyone claiming by,through,or under the Tenant, shall have the right to file or place any mechanic's liens or other lien of any kind or character whatsoever, upon said premises or upon any building improvement thereon, or upon the leasehold interest  of the Tenant, and notice is hereby given that no contractor, sub-contractor, or anyone else who may furnish any material,service  or labor  for any building or improvement thereon, or upon the leasehold interest of the Tenant, and notice is hereby given that no contractor, sub-contractor, or anyone else who thereof,shall at any time be or become entitled to any lien on the premises, and for  the further  security  of the  Landlord, the Tenant covenants and agrees to give actual notice thereof  in advance, to any and all contractors and sub-contractors who may furnish or agree to furnish any such material,service or labor.


20.    LANDlORD'S LIEN AND SECURITY INTEREST.   Said landlord shall have, in addition to any lien given by law,a security interest  as provided  by the Uniform  Commercial Code of Iowa, upon all personal property and all substitutions thereof, kept and used on said premises by Tenant.   landlord may proceed at law or in equity with any remedy provided  by law or by this lease for the recovery of rent, or for termination of this lease because of Tenant's default in its performance.




21.  ENVIRONMENTAL


A. LANDLORD. To the best of Landlord's knowledge to date:
1.      Neither  Landlord  nor  Landlord's  former  or  present  tenants  are  subject  to  any  investigation concerning the premises by any governmental authority under any applicable federal, state, or local codes, rules and regulations  pertaining  to  air and water  quality, the handling, transportation, storage, treatment, usage or disposal of toxic or hazardous substances, air emissions, other environmental matters, and zoning and other land use matters.
2.  Any handling, transportation, storage, treatment, or use of toxic or hazardous substances that has occurred  on the  premises has been in compliance  with  all applicable  federal, state and local codes, rules and regulations.
3. No leak, spill release,discharge, emission or disposal of toxic or hazardous substances has occurred on the premises.
 4.   The soil, groundwater, and  soil vapor  on  or  under  the  premises  is  free  of  toxic  or  hazardous substances.
 5.   landlord shall assume liability  and shall indemnify  and hold Tenant harmless against all liability  or expense arising from any condition  which existed, whether  known or unknown,at the time of execution of the lease which condition  is not a result of actions of the Tenant or which condition  arises after date of execution but which is not a result of actions of the Tenant.


B.TENANT.  Tenant  expressly represents and agrees:
1.  During the lease term,Tenant's use of the property  will not include the use of any hazardous substance without Tenant first  obtaining  the written consent of landlord.   Tenant understands  and agrees that  landlord's consent is at landlord's sold option  and complete discretion  and that  such consent may be withheld or may be granted with any conditions or requirements that   landlord deems appropriate.
2. During the lease term,Tenant shall be fully liable for all costs and expenses related to the use, storage, removal  and disposal of hazardous substances used or kept  on the  property by Tenant, and Tenant shall give immediate notice  to  landlord of any violation or any potential violation  of any environmental regulation, rule, stature or ordinance relating to the use,storage or disposal of any hazardous substance.




3.  Tenant,at  its sole cost and expense, agrees to remediate, correct  or remove from  the premises any
contamination of the property caused by any hazardous substances which have been used or permitted by Tenant on  the  premises  during  any term  of  this  lease.    Remediation,  correction  or  removal  shall be in  a safe and reasonable manner, 

7






and in conformance with  all applicable laws,rules and regulations. Tenant reserves all rights allowed by law to seek indemnity or contribution from any person, other than  landlord,who is or may be liable for any such cost and expense.
4. Tenant agrees to indemnify and hold  landlord harmless from and against all claims, causes of action, damages, loss, costs,expense, penalties, fines, lawsuits, liabilities, attorney  fees, engineering and consulting fees, arising out of or in any manner connected with hazardous substances, which are caused or created by Tenant on or after  the date of this lease and during  any term  of this lease, including,  but not  limited  to , injury  or death to persons or damage to property, and including any diminution of the value of any leased premises which may result from  the foregoing.   This indemnity shall survive the cessation, termination, abandonment  or expiration  of this lease.


22.  SUBSTITUTION OF EQUIPMENT, MERCHANDISE, ETC.    (a) During its tenancy, the Tenant shall have the right  to  sell or  otherwise  dispose  of  any personal property of  the  Tenant  situated  on  the premises, when  in judgment  of the Tenant it shall have become obsolete, outworn or unnecessary in connection with  the operation of the business on the premises, when in the judgment  of the Tenant it shall have become obsolete,outworn or unnecessary in connection with the operation of the business on the premises;provided,however, that the Tenant shall, in such instance (unless no substituted  article or item  is necessary) at its own expense, substitute for such items a new or other item in substitution thereof,in like or greater value.


(b) Nothing herein contained shall be construed as denying to Tenant the right to dispose of inventories merchandise in the ordinary course of the Tenant's trade or business.


23.   RIGHTS  CUMULATIVE.  The various rights, powers, options, elections  and remedies  of  either  party, provided in this lease, shall be construed as cumulative  and no one of them as exclusive of the others, or exclusive of any rights, remedies or priorities allowed either party by law, and shall in no way affect or impair  the right of either  party to pursue any other  equitable  or legal remedy  to which either  party may be entitled as long as any default remains in any way unremedied, unsatisfied or undischarged.


24.  NOTICES AND DEMANDS.  Notices as provided  for in this lease shall be given to the respective parties hereto  at the respective addresses designated on page one of this lease unless either party notifies the other, in writing, of a different address. Without prejudice to any other method of notifying a party in writing or making a demand or other communication,such message shall be considered given under the terms of this lease when sent, addressed as above designated, postage prepaid,be certified mail deposited in a United States mail box.


25.    PROVISIONS  TO BIND AND  BENEFIT  SUCCESSORS, ASSIGNS,  ETC.   Each and  every  covenant  and agreement herein contained shall extend to and be binding upon the respective successors, heirs,administrators, executors, and assigns of the parties; except that if any part of this lease is held in joint tenancy,the  successor in interest shall be the surviving joint tenant.


26. CHANGES TO BE IN WRITING. None of the covenants,provisions,terms or conditions of this lease shall be modified, waived or abandoned,except by a written instrument  duly signed by the parties.  This lease contains the whole agreement of the parties.


27.  CONSTRUCTION.  Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine, feminine or neuter gender according to the context.


28. CERTIFICATION.  Tenant certifies that it is not acting, directly or indirectly, for or on behalf of any person, group, entity  or nation  named by an Executive Order or the  United  States Treasury Department  as a terrorist, "Specially Designated National  and Blocked Person" or  any other  banned  or blocked  person, entity, nation  or transaction pursuant to any law,order,rule or regulation that is enforced  or administered by the Office of Foreign Assets Control; and it is  not  engaged in  this  transaction, directly  or  indirectly on  behalf  of, or  instigating or facilitating this transaction,directly or indirectly  on behalf of, any such person, group, entity  or nation.     Tenant hereby  agrees to defend, indemnify and hold harmless   andlord  from and against any and all claims, damages, losses,risks, liabilities and expenses (including  attorney's fees and costs) arising from or related to any breach of the foregoing certification.


29.    PURCHASE OPTION  If Tenant is not in default under  this   ease, Tenant shall also have the option  to purchase the Property  at a fair market  value at any time during  the Initial Term or Renewal Term of the lease. Fair market value will be 

8






determined by taking the numerical average of two or more qualified appraisals, paid for by the tenant, and presented to the   landlord.










This agreement shall supersede all previous lease agreements between the parties.





9