**Exhibit10.60**

 
|  |  

 

RECEIVED  MAY 10 2005  ISI DETENTION CONTRACTING |
|--|------------------------------------------------------------------|

**P.O. Box 543033**

**Dallas, TX 75354**

 

**Phone 972.247.1888 ~ Fax 972. 247.4455**

 

**May 6,  2005**

 

**Robert-Roller**

**Metroplex Control Systems**

**12918 Delivery Drive**

**San Antonio, TX 78247**

 

DearRobert,

 

Enclosed are two originals of the lease renewal agreement.Please sign and returnone and keep the other for your records.

 

Please call me at 214.502.4882 or my assistant, LisaStoffregen at 972.247.1888 if you have any questions or concerns.

 

Thank you again for your lease renewal. I appreciate yourbusiness and wish you continued success.

 

 
| **Sincerely,**       |   |
|----------------------|--------|
| ** **           |   |
| /s/ Neil Felder |   |
| Neil Felder          |   |

 

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**Renewalof Lease Agreement – 2472 Southwell Drive**

 

This Amendment of LeaseAgreement made and entered into this            Day of April 2005, by and between Neil Felder (Landlord) and ISI Controls,Ltd., a Texas limited partnership (Tenant).

 

**WHEREAS**,Landlord and Tenant have entered into that certain agreement dated March 10,2000, in which ISI Controls, Ltd. Assumed the lease of Metroplex ControlSystems, Inc. (and amended on June 26th, 2001) covering the premises describedin the lease dated January 19th,1996 and amended June 30th,1999, the term of such lease and subsequent renewal thereof and:

 

**WHEREAS**,Landlord and Tenant wish to continue the lease on the same terms and conditions,provisions, agreements, except:

 

1.  Theterm of the lease shall be extended from July 31st, 2005 to the last dayof June 2009 (4 year extension). 

2.  Monthlyrent shall be $5,000.00 beginning with the August 2005 rent payment.

 

**WITNESS WHEREOF**,Landlord and Tenant have executed this agreement as of the date first abovewritten. All other terms and condition of original lease and amendments andassignments, will remain enforce.

 

 
| Landlord:            |   | Tenant:            |   |
|----------------------|--------|--------------------|--------|
| Neil Felder          |   | ISI Controls, Ltd. |   |
|                 |   |               |   |
|                 |   |               |   |
| /s/ Neil Felder |   | 4/22/05            |   | /s/ Robert  Roller |   | 5/11/2005 |
| Neil Felder          | Date   |               | Date   |
| Managing Partner     |   | President          |   |
|                      |        |                    |        |  |  |  |

 

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RENEWAL OF LEASE –2472 SOUTHWELL DRIVE

 

THIS RENEWAL OF LEASE,MADE AND ENTERED INTO THIS 30TH DAY OF JUNE 1999, BY AND BETWEEN LANDLORD, NEILFELDER AND TENANT, METROPLEX CONTROL SYSTEMS, INC., LOCATED AT 2472 SOUTHWELLDRIVE, DALLAS, TEXAS, 75229.

 

WHEREAS, Landlord andTenant have entered into that certain agreement dated January 19th,1996, covering the premises described in the lease, the term of such lease andsubsequent renewal thereof and:

 

WHEREAS, Landlord andTenant wish to continue the lease on the same term and conditions, provisions,agreements, except:

 

1)   Leaseterm shall be extended from August 1st, 1999 through July 31st,2002 (3 year extension).

 

2)   Rentalrate shall be $4,800.00 per month beginning with the August 1999 rentpayment.

 

NOW, THEREFORE, forvaluable consideration, the receipt and sufficiency which is herebyacknowledged, Landlord does hereby lease, demise and let unto Tenant, andTenant does hereby take and accept the lease premises, and Landlord and Tenantdo hereby agree that the lease shall begin on August 1st 1999 and will expire on July 31st, 2002.

 

WITNESS WHEREOF, Landlordand Tenant have executed this renewal of lease as of the date first abovewritten.  All other terms and conditionsof original lease agreement dated January 19th, 1996 will remain enforce.

 

 
| LANDLORD:            | TENANT: |
|----------------------|---------|
|                 |    |
|                 |    |
| Neil Felder          |    | Metroplex Control  Systems: |
|                 |    |   |
| /s/ Neil Felder |    | /s/ [illegible] |
|                 |    |   |
| Date:                | 7/11/99 |   | Date: | 6/30/99 |
|                      |         |  |  |  |  |  |

 

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|  | ** **

**GREATER  DALLAS ASSOCIATION OF REALTORS®, INC.**

** **

** **

**LEASE  AGREEMENT**

  |  |
|--|---------------------------------------------------------------------------------------------------------------------------|--|

 

 

ARTICLE ONE: **BASIC TERMS**

 
| 1.01.  | **Date of Lease:**                                                                                                                                                                               | January 19, 1996                                                                                                               |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                       |                                                                                                                           |
| 1.02.  | **Landlord:**Address of Landlord:                                                                                                                                                                | Neil Felder  2441 Arbuckle

Dallas, TX 75229                                                                                   |
|   | ** **                                                                                                                                                                                       |                                                                                                                           |
| 1.03.  | **Tenant:**Address of Tenant:                                                                                                                                                                    | Metroplex Control Systems,  Inc.  2472 Southwell  Dallas, TX 75229                                                             |
|   |                                                                                                                                                                                             |                                                                                                                           |
| 1.04.  | **Property**(Include street  address, as well as legal description and approximate square footage):                                                                                              |
|   | ** **                                                                                                                                                                                       |
|   |                                                                                                                                                                                             | 2472 Southwell Drive,  Dallas, Dallas County, Texas.  Legal description Exhibit A attached.  Approximately 11,000 square feet. |
|   |                                                                                                                                                                                             |                                                                                                                           |
| 1.05.  | **Lease Term:**  Three (3) years beginning on August 1st,  1996 and ending on August 1st, 1999                                                                                              |
|   |                                                                                                                                                                                             |                                                                                                                           |
| 1.06.  | **Rent**:  $162,000.00                                                                                                                                                                      |
|   | Dollars ($ 4,500.00) per  month.                                                                                                                                                            |
|   |                                                                                                                                                                                             |
| 1.07.  | **Security Deposit**:  $3,570.00 (on Deposit)                                                                                                                                                    |
|   |                                                                                                                                                                                             |
| 1.08.  | **Permitted Use.**  (see Section 6.0.1):  General office /  assembly / distribution of security systems & control systems &  assemblies.                                            |
|   |                                                                                                                                                                                             |
| -NONE- |
|   |                                                                                                                                                                                             |
| -NONE- |
|   |                                                                                                                                                                                             |
| 1.12.  | **Base Year for Taxes**  (see Section 4.02):  1995                                                                                                                                     |
|   |                                                                                                                                                                                             |
| 1.13.  | **Party to Receive Payments from  Tenant Hereunder:**                       : |
|   |                                                                                                                                                                                             |
|   | Landlord. (strike one)                                                                                                                                                                           |
|   |                                                                                                                                                                                             |
| 1.14.  | **Daily Late Charge**  (See Section 3.03): Rent received after the Seventh(7) day of month due  subject to a service charge (late fee) of five percent (5%) of such past due                     |
|        |                                                                                                                                                                                                  |                                                                                                                                |  |

[ILLEGIBLE]

 

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delayed, Landlord andTenant shall, upon such delivery, execute an amendment to this Lease settingforth the Commencement Date and expiration date of the Lease.

 

**2.03.Early Occupancy.** If Tenant occupies the Property prior to theCommencement Date. Tenant’s occupancy of the Property shall be subject to allof the provisions of this Lease. Early occupancy of the Property shall not advancethe expiration date of this Lease. Tenant shall pay Base Rent and all othercharges specified in this Lease for the occupancy period.

 

**2.04. Holding Over.**Tenant shall vacate the Property upon the expiration or earlier termination ofthis Lease. Tenant shall reimburse Landlord for and indemnify Landlord againstall damages incurred by Landlord from any delay by Tenant in vacating theProperty. If Tenant does not vacate the Property upon the expiration or earliertermination of the Lease. Tenant’s occupancy of the Property shall be a “month-to-month”tenancy, subject to all of the terms of this Lease applicable to amonth-to-month tenancy, except that the Base Rent then in effect shall beincreased by fifty percent (50%).

 

**ARTICLE THREE: RENT AND SECURITYDEPOSIT**

 

**3.01. Manner of Payment.** Allsums to become due hereunder by Tenant shall be made to the party named in Section 1.13above, at the address stated herein for such party, unless such address ischanged as provided herein.  All sums payableby Tenant hereunder, whether or not expressly denominated as rent, shallconstitute rent for the purposes of section 502(b) (7) of theBankruptcy Code.

 

**3.02. Time of Payment.**Upon executionhereof. Tenant shall pay the rent for the first month of the Lease Term. On orbefore the first day of the second month of the Lease Term and of each monththereafter, a like monthly installment shall be due and payable, in advance, withoutoff-set, deduction or prior demand. If the Lease Term commences or ends duringa calendar month, the rent for any fractional calendar month following theCommencement Date or preceding the end of the Lease Term shall be prorated bydays.

 

**3.03. Late Charges.** Tenant’sfailure to pay sums due hereunder promptly may cause Landlord to incur unanticipatedcosts. The exact amount of such costs are impractical or extremely difficult toascertain. Such costs may include, but are not limited to, processing and accountingcharges and late charges which may be imposed on Landlord by any ground lease,deed of trust or mortgage encumbering the Property. Therefore, if any sum duehereunder is not received on its due date. Tenant shall pay the party named in Section 1.13above a late charge equal to the sum stated in Section 1.14 from its duedate until such delinquent sum is received. If any check tendered in payment ofany sum due from Tenant hereunder is returned for any reason. Tenant shall paya late charge for each day from said due date until such check is made good.The parties agree that such late charge represents a fair and reasonableestimate of the costs Landlord will incur by reason of such late payment orsuch returned check.

 

**3.04. Security Deposit.**  Landlord is currently in possesion of tenant’ssecurity deposit. Landlord may apply all or part of the Security Deposit to anyunpaid rent or other charges due from Tenant or to cure any other defaults ofTenant. If Landlord uses any part of the Security Deposit. Tenant shall restorethe Security Deposit to its full amount within ten (10) days afterLandlord’s written request. Tenant’s failure to do so shall be a materialdefault under this Lease. No interest shall be paid on the Security Deposit.Landlord shall not be required to keep the Security Deposit separate from its otheraccounts and no trust relationship is created with respect to the SecurityDeposit. Upon any termination of this Lease not resulting from Tenant’sdefault, and after Tenant has vacated the Property in the manner required bythis Lease. Landlord shall refund the unused portion of the Security Deposit toTenant.

 

**ARTICLE FOUR: TAXES**

 

**4.01.Payment by Landlord.** Landlord shall pay the real estate taxeson the Property during the Lease Term.

 

**4.02.Payment by Tenant.** Tenant shall pay the party named in Section 1.13above, as additional rental, the excess, if any, of the real estate taxes forany year during the Lease Term over the real estate taxes for the base yearstated in Section l.12. Tenant shall make such payment within fifteen (15)days after receipt of a statement showing the amount and computation of suchincrease. Tenant shall be responsible for the pro-rata portion of suchadditional rental for any fractional part of a year preceding the end of theLease Term, which prorated sum shall be due and payable upon the termination ofthis Lease. If the termination of this Lease occurs before the tax rate is fixedfor the particular year, the proration shall be upon the basis of the tax ratefor the preceding year applied to the latest assessed valuation, andnotwithstanding the termination of this Lease, any difference in the actualreal estate taxes for such year shall be adjusted between the parties uponreceipt of written evidence of the payment thereof.

 

**4.03 Improvementsby Tenant.** In the event the real estate taxes levied againstthe Property for the real estate tax year in which the Lease Term commences areincreased as a result of any alterations, additions or improvements made byTenant or by Landlord at the request of Tenant. Tenant shall pay to Landlordupon demand the amount of such increase. For the purposes of the calculationsunder Section 4.02, the amount of the real estate taxes during the realestate tax year in which the Lease Term commences shall not include any taxesresulting from any such alterations, additions or improvements made in or tothe Property. Landlord shall obtain from the tax assessor or assessors awritten statement of the total amount of such increase.

 

**4.04.Joint Assessment.** If the real estate taxes are assessedagainst the Property jointly with other property not constituting a part of theProperty, the real estate taxes for such years shall be equal to the amountbearing the same proportion to the aggregate assessment that the total squarefeet of building area in the Property bears to the total square feet ofbuilding area included in the joint assessment.

 

**4.05.Personal Property Taxes.** Tenant shall pay all taxes chargedagainst trade fixtures, furnishings, equipment or any other personal propertybelonging to Tenant. Tenant shall try to have its personal property taxedseparately from the Property, but if any of Tenant’s personal property is taxedwith the Property. Tenant shall pay the taxes for the personal property withinfifteen (15) days after Tenant receives a written statement for such personalproperty taxes.

 

**ARTICLE FIVE: INSURANCE ANDINDEMNITY**

 

**5.01.Casualty Insurance.** During the Lease Term, Landlord shallmaintain policies of insurance covering loss of or damage to the Property insuch amount or percentage of replacement value as Landlord or its insuranceadvisor deems reasonable in relation to the age, location, type of constructionand physical condition of the Property and the availability of such insuranceat reasonable rates. Such policies shall provide protection against all perilsincluded within the classification of fire and extended coverage and any otherperils [ILLEGIBLE]

 

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under this Section bynaming Landlord as an additional insured under a policy of comprehensiveliability insurance maintained by Tenant and containing the coverage and provisionsdescribed in this Section. Tenant shall deliver a copy of such policy orcertificate (or a renewal thereof) to Landlord prior to the Commencement Dateand prior to the expiration of any such policy during the Lease Term. If Tenantfails to maintain such policy. Landlord may elect to maintain such insurance atTenant’s expense. Tenant shall, at Tenant’s expense, maintain such other liabilityinsurance as Tenant deems necessary to protect Tenant.

 

**5.04. Indemnity.**Landlord shall not be liable to Tenant or to Tenant’s employees, agents orvisitors, or to any other person whomsoever, for any injury to persons ordamage to property on or about the Property or any adjacent area owned byLandlord caused by the negligence or misconduct of Tenant, its employees,subtenants, licensees or concessionaires or any other person entering theProperty under express or implied invitation of Tenant, or arising out of the useof the property by Tenant and the conduct of its business therein, or arisingout of any breach or default by Tenant in the performance of its obligationshereunder; and Tenant hereby agrees to indemnify Landlord and hold it harmlessfrom any loss, expense or claims arising out of such damage or injury. Tenantshall not be liable for any injury or damage caused by the negligence or misconductof Landlord, or its employees or agents, and Landlord agrees to indemnifyTenant and hold it harmless from any loss, expense or damage arising out ofsuch damage or injury.

 

**5.05. Waiverof Subrogation.** Each party hereto waives any and every claimwhich arises or may arise in its favor against the other party hereto duringthe term of this Lease or any renewal or extension thereof for any and all lossof, or damage to, any of its property located within or upon, or constituting apart of the Property, which loss or damage is covered by valid and collectiblefire and extended coverage insurance policies, to the extent that such loss ordamage is recoverable under such insurance policies. Such mutual waivers shallbe in addition to, and not in limitation or derogation of, any other waiver orrelease contained in this Lease with respect to any loss of, or damage to,property of the parties hereto. Inasmuch as such mutual waivers shall precludethe assignment of any aforesaid claim by way of subrogation or otherwise to aninsurance company (or any other person) each party hereby agrees immediately togive to each insurance company which has issued to it policies of fire andextended coverage insurance, written notice of the terms of such mutualwaivers, and to cause such insurance policies to be properly endorsed, if necessary,to prevent the invalidation of such insurance coverages by reason of suchwaivers.

 

**ARTICLE SIX:  USE OF PROPERTY**

 

**6.01.Permitted Use.** Tenant may use the Property only for thepermitted use stated in Section 1.08.

 

**6.02.Compliance with Law.** Tenant shall comply with allgovernmental laws, ordinances and regulations applicable to the use of theProperty, and shall promptly comply with all governmental orders and directivesfor the correction, prevention and abatement of nuisances in or upon, or connectedwith the Property, all at Tenant’s sole expense.

 

**6.03.Certificate of Occupancy.** Tenant may prior to thecommencement of the term of this Lease, apply for a Certificate of Occupancy tobe issued by the municipality in which the Property is located, but this Leaseshall not be contingent upon issuance thereof. Nothing herein contained shallobligate Landlord to install any additional electrical wiring, plumbing orplumbing fixtures which are not presently existing on the Property, or which havenot been expressly agreed upon by Landlord in writing.

 

**6.04.Signs.** Without the prior written consent of Landlord. Tenantshall not place or affix any signs or other objects upon or to the Property, includingbut not limited to the roof or exterior walls of the building or otherimprovements thereon, or paint or otherwise deface said exterior walls. Anysigns installed by Tenant shall conform with applicable laws and deed and otherrestrictions. Tenant shall remove all signs at the termination of this Leaseand shall repair any damage and close any holes caused or revealed by suchremoval.

 

**6.05. UtilityServices.** Tenant shall pay the cost of all utility services,including but not limited to initial connection charges, all charges for gas, waterand electricity used on the Property, and for all electric lights, lamps and tubes.

 

**6.06. Landlord’sAccess.** Landlord and its authorized agents shall have theright, during normal business hours, to enter the Property (a) to inspectthe general condition and state of repair thereof. (b) to make repairsrequired or permitted under this Lease. (c) to show the property to any prospectivetenant or purchaser or (d) for any other reasonable purpose. During the final150 days of the lease Term. Landlord and its authorized agents shall have theright to erect and maintain on or about the Property customary signsadvertising the Property for lease or for sale.

 

**6.07.Quiet Possession.** If Tenant pays the rent and complies withall other terms of this Lease. Tenant may occupy and enjoy the Property for thefull Lease Term, subject to the provisions of this Lease.

 

**6.08. Exemptionsfrom Liability.** Landlord shall not be liable for any damageor injury to the person, business (or any loss of income therefrom). goods,wares, merchandise or other property of Tenant. Tenant’s employees, invitees,customers or any other person in or about the Property, whether such damage orinjury is caused by or results from: (a) fire, steam, electricity, water,gas or rain; (b) the breakage, leakage, obstruction or other defects of pipes,sprinklers, wires, appliances, plumbing, air conditioning or lighting fixturesor any other cause; (c) conditions arising on or about the Property orupon other portions of any building of which the Property is a part, or from othersources or places; or (d) any act or omission of any other tenant of anybuilding of which the Property is a part. Landlord shall not be liable for anysuch damage or injury even though the cause of or the means of repairing suchdamage or injury are not accessible to Tenant. The provisions of this Section 6.08shall not however, exempt Landlord from liability for Landlord’s grossnegligence or willful misconduct.

 

**ARTICLE SEVEN: MAINTENANCE,REPAIRS AND ALTERATIONS**

 

**7.01.Acceptance of Premises.** Tenant acknowledges that it has fullyinspected the Property and accepts the Property in its condition as of the executionof this Lease as suitable for the purposes for which it is leased. Tenant acknowledgesthat, except as stated in the following sentence, neither Landlord nor an agentof Landlord has made any representation as to the condition of the Property orthe suitability of the Property for Tenant’s intended use. Landlord representsthat on the Commencement Date, the plumbing, electrical system and exteriordoors, and any fire protection sprinkler system, heating system, airconditioning equipment and elevators existing on the date of this Lease, are orwill be in good operating condition.

 

**7.02.Landlord’s Obligation to Repair**. Subject to the provisions ofArticle Eight (Damage or Destruction) and Article Nine (Condemnation)and except for damage caused by any act or omission of Tenant. Landlord shallkeep the foundation, roof and the structural portions of exterior walls of theimprovements of the Property in good order, condition and repair. However, Landlordshall not be obligated to maintain or repair windows, doors, plate glass or thesurfaces of walls. In addition, Landlord shall not be obligated to make anyrepairs under this Section until a reasonable time after receipt ofwritten notice from Tenant of the need of such repairs. If any repairs arerequired to be made by Landlord. Tenant shall, at Tenant’s sole cost andexpense, promptly remove Tenant’s fixtures, inventory, equipment and otherProperty, to the extent required to enable Landlord to make such repairs.Landlord’s liability hereunder shall be limited to the cost of such repairs orcorrections. Tenant waives the

 

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removal of such items,repair in a good and workmanlike manner any damage caused by installation orremoval thereof. Tenant shall pay for all costs incurred or arising out ofalterations, additions or improvements in or to the Property and shall notpermit a mechanic’s or materialman’s lien to be asserted against the Property.Upon request by Landlord, Tenant shall deliver to Landlord proof of paymentreasonably satisfactory to Landlord of all costs incurred or arising out of anysuch alterations, additions or improvements.

 

**7.05.Condition upon Termination.** Upon the termination of the Lease,Tenant shall surrender the Property to Landlord, broom clean and in the samecondition as received except for ordinary wear and tear which Tenant was nototherwise obligated to remedy under any provision of the Lease. However, Tenantshall not be obligated to repair any damage which Landlord is required torepair under Article Eight (Damage or Destruction). In addition, Landlordmay require Tenant to remove any alterations, additions or improvements(whether or not made with Landlord’s consent) prior to the termination of theLease and to restore the Property to its prior condition, all at Tenant’sexpense. All alterations, additions and improvements which Landlord has notrequired Tenant to remove shall become Landlord’s property and shall besurrendered to Landlord upon the termination of the Lease. In no event,however, shall Tenant remove any of the following materials or equipmentwithout Landlord’s prior written consent: any power wiring or power panels;lighting or lighting fixtures: wall coverings; drapes, blinds or other windowcoverings; carpets or other floor coverings; heaters, air conditioners or anyother heating or air conditioning equipment; fencing or security gates; orother similar building operating equipment and decorations.

 

**ARTICLE EIGHT: DAMAGE ORDESTRUCTION**

 

**8.01.Notice.** If the building or other improvements situated on theProperty should be damaged or destroyed by fire, tornado or other casualty.Tenant shall immediately give written notice thereof to Landlord.

 

**8.02.Partial Damage.**If the building or other improvementssituated on the Property should be damaged by fire, tornado or other casualtybut not to such an extent that rebuilding or repairs cannot reasonably becompleted within 120 days from the date Landlord receives written notificationby Tenant of the happening of the damage, this Lease shall not terminate, butLandlord shall, at its sole cost and risk. proceed forthwith and use reasonablediligence to rebuild or repair such building and other improvements on theProperty (other than leasehold improvements made by Tenant or any assignee, subtenantor other occupant of the Property) to substantially the condition in which theyexisted prior to such damage: provided. however, if the casualty occurs duringthe final 18 months of the Lease Term, Landlord shall not be required torebuild or repair such damage unless Tenant shall exercise its renewal option(if any is contained herein) within fifteen (15) days after the date of receiptby Landlord of the notification of the occurrence of the damage. If Tenant doesnot elect to exercise its renewal option or if there is no renewal optioncontained herein or previously unexercised at such time, this Lease shall terminateat the option of Landlord and rent shall be abated for the unexpired portion ofthis Lease, effective from the date of actual receipt by Landlord of thewritten notification of the damage. If the building and other improvements areto be rebuilt or repaired and are untenantable in whole or in part followingsuch damage, the rent payable hereunder during the period in which they areuntenantable shall be adjusted equitably.

 

**8.03.Substantial or Total Destruction.** If the building or otherimprovements situated on the Property should be substantially or totally destroyedby fire, tornado or other casualty, or so damaged that rebuilding or repairscannot reasonably be completed within 120 days from the date Landlord receiveswritten notification by Tenant of the happening of the damage, this Lease shallterminate at the option of Landlord and rent shall be abated for the unexpiredportion of this Lease, effective from the date of receipt by Landlord of suchwritten notification. If this Lease is not terminated, the building and theimprovements shall be rebuilt or repaired and rent abated to the extent providedunder Section 8.02.

 

**ARTICLENINE: CONDEMNATION**

 

If, during the term ofthis Lease or any extension or renewal thereof, all or a substantial part ofthe Property should be taken for any public or quasi-public use under any governmentallaw, ordinance or regulation or by right of eminent domain, or should be soldto the condemning authority under threat of condemnation, this Lease shallterminate and the rent shall be abated during the unexpired portion of thisLease, effective from the date of taking of the Property by the condemningauthority. If less than a substantial part of the demised premises is taken forpublic or quasi-public use under any governmental law, ordinance or regulation,or by right of eminent domain, or is sold to the condemning authority underthreat of condemnation. Landlord, at its option. may by written noticeterminate this Lease or shall forthwith at its sole expense restore andreconstruct the buildings and improvements (other than leasehold improvementsmade by Tenant or any assignee, subtenant or other occupant of the Property)situated on the Property in order to make the same reasonably tenantable andsuitable for the use for which the Property is leased as defined in Section 6.01.The rent payable hereunder during the unexpired portion of this Lease shall beadjusted equitably. Landlord and Tenant shall each be entitled to receive andretain such separate awards and portions of lump sum awards as may be allocatedto their respective interests in any condemnation proceedings. The terminationof this Lease shall not affect the rights of the respective parties to suchawards.

 

**ARTICLETEN: ASSIGNMENT AND SUBLETTING**

 

Tenant shall not, withoutthe prior written consent of Landlord, assign this Lease or sublet the Propertyor any portion thereof. Any assignment or subletting shall be expressly subjectto all terms and provisions of this Lease, including the provisions of Section 6.01pertaining to the use of the Property. In the event of any assignment orsubletting. Tenant shall remain fully liable for the full performance of all Tenant’sobligations under this Lease. Tenant shall not assign its rights hereunder orsublet the Property without first obtaining a written agreement from theassignee or sublessee whereby the assignee or sublessee agrees to be bound bythe terms of this Lease. No such assignment or subletting shall constitute a novation.In the event of the occurrence of an event of default while the Property isassigned or sublet. Landlord, in addition to any other remedies provided hereinor by law, may at Landlord’s option, collect directly from such assignee orsubtenant all rents becoming due under such assignment or subletting and applysuch rent against any sums due to Landlord hereunder. No direct collection byLandlord from any such assignee or subtenant shall release Tenant from theperformance of its obligations hereunder.

 

**ARTICLE ELEVEN: DEFAULT ANDREMEDIES**

 

**11.01.Default.** The following events shall be deemed to be events ofdefault under this Lease: 

 

(a) Failure of Tenant topay any installment of the rent or other sum payable to Landlord hereunder onthe date that same is due and such failure shall continue for a period of ten (10) days;

 

(b) Failure of Tenant tocomply with any term, condition or covenant of this Lease, other than thepayment of rent or other sum of money, and such failure shall not be curedwithin thirty (30) days after written notice thereof to Tenant;

 

(c) Tenant or anyguarantor of Tenant’s obligations hereunder shall generally not pay its-debtsas they become due or shall admit in writing its inability to pay its debts, orshall make a general assignment for the benefit of creditors.

 

(d) Tenant or anyguarantor of Tenant’s obligations hereunder shall commence any case, proceedingor other action seeking

[ILLEGIBLE]

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(a) Terminate this Lease,in which event Tenant shall immediately surrender the Property to Landlord. IfTenant fails to so surrender such premises, Landlord may, without prejudice toany other remedy which it may have for possession of the Property or arrearagesin rent, enter upon and take possession of the Property and expel or removeTenant and any other person who may be occupying such premises or any partthereof, by force if necessary, without being liable for prosecution or anyclaim for damages therefor. Tenant shall pay to Landlord on demand the amountof all loss and damage which Landlord may suffer by reason of such termination,whether through inability to relet the Property on satisfactory terms orotherwise: 

 

(b) Enter upon andtake possession of the Property, by force if necessary, without terminatingthis Lease and without being liable for prosecution or for any claim fordamages therefor. and expel or remove Tenant and any other person who may beoccupying such premises or any part thereof, Landlord may relet the Property andreceive the rent therefor. Tenant agrees to pay to Landlord monthly or ondemand from time to time any deficiency that may arise by reason of any suchreletting. In determining the amount of such deficiency, the brokeragecommission, attorneys’ fees, remodeling expenses and other costs of relettingshall be subtracted from the amount of rent received under such reletting:

 

(c) Enter upon theProperty, by force, if necessary, without terminating this Lease and withoutbeing liable for prosecution or for any claim for damages therefor, and dowhatever Tenant is obligated to do under the terms of this Lease. Tenant agreesto pay Landlord on demand for expenses which Landlord may incur in thuseffecting compliance with Tenant’s obligations under this Lease, together with interestthereon at the rate of twelve percent (12%) per annum from the date expendeduntil paid. Landlord shall not be liable for any damages resulting to Tenantfrom such action, whether caused by negligence of Landlord or otherwise. 

 

Pursuit of any of theforegoing remedies shall not preclude pursuit of any of the other remediesherein provided or any other remedies provided by law, nor shall pursuit of anyremedy herein provided constitute a forfeiture or waiver of any rent due toLandlord hereunder or of any damages accruing to Landlord by reason of theviolation of any of the terms, conditions and covenants herein contained.

 

**11.03.Notice of Default.** Tenant shall give written notice of anyfailure by Landlord to perform any of its obligations under this Lease to Landlordand to any ground lessor, mortgagee or beneficiary under any deed of trustencumbering the Property whose name and address have been furnished to Tenantin writing. Landlord shall not be in default under this Lease unless Landlord (orsuch ground lessor, mortgagee or beneficiary) fails to cure suchnon-performance within thirty (30) days after receipt of Tenant’s notice.However, if such non-performance reasonably requires more than thirty (30) daysto cure. Landlord shall not be in default if such cure is commenced within suchthirty (30) day period and thereafter diligently pursued to completion.

 

**11.04.Limitation of Landlord’s Liability**. As used in this Lease,the term “Landlord” means only the current owner or owners of the fee title tothe Property or the leasehold estate under a ground lease of the Property atthe time in question. Each Landlord is obligated to perform the obligations ofLandlord under this Lease only during the time such Landlord owns such interestor title. Any Landlord who transfers its title or interest is relieved of allliability with respect to the obligations of Landlord under this Lease to beperformed on or after the date of transfer. However, each Landlord shalldeliver to its transferee all funds previously paid by Tenant if such fundshave not yet been applied under the terms of this Lease.

 

**ARTICLE TWELVE: LANDLORD’S LIEN**

** **

**ARTICLE THIRTEEN: PROTECTION OFLENDERS**

 

**13.01. Subordination.**Landlord shall have the right to subordinate this Lease to any ground Lease,deed or trust or mortgage encumbering the Property, and advances made on thesecurity thereof and any renewals, modifications, consolidations, replacementsor extensions thereof, whenever made or recorded. However, Tenant’s right to quietpossession of the Property during the Lease Term shall not be disturbed ifTenant pays the rent and performs all of Tenant’s obligations under this Leaseand is not otherwise its default. If any ground lessor, beneficiary ormortgagee elects to have this Lease prior to the lien of its ground lease, deedof trust or mortgage and gives written notice thereof to Tenant, this Leaseshall be deemed prior to such ground lease, deed of trust or mortgage whetherthis Lease is dated prior or subsequent to the date of said ground lease, deedof trust or mortgage or the date of recording thereof.

 

**13.02.Attornment.** If Landlord’s interest in the Property isacquired by any ground lessor, beneficiary under a deed of trust, mortgagee orpurchaser at a foreclosure sale. Tenant shall attorn to the transferee of orsuccessor to Landlord’s interest in the Property and recognize such transfereeor successor as Landlord under this Lease. Tenant waives the protection of anystatute or rule of law which gives or purports to give Tenant any right toterminate this Lease or surrender possession of the Property upon the transferof Landlord’s interest.

 

**13.03.Signing of Documents.** Tenant shall sign and deliver anyinstruments or documents necessary or appropriate to evidence any such attornmentor subordination or agreement to do so. If Tenant fails to do so within ten (10) daysafter written request. Tenant hereby makes, constitutes and irrevocablyappoints Landlord, or any transferee or successor of Landlord, theattorney-in-fact of Tenant to execute and deliver any such instrument ordocument.

 

**13.04.Estoppel Certificates.**

[ILLEGIBLE] Tenant shallexecute, acknowledge and deliver to Landlord a written statement certifying:(i)

[ILLEGIBLE]

----

 

true and accuratestatement as of the date of such statement. All financial statements shall beconfidential and shall be used only for the purposes set forth herein.

 

**ARTICLE FIFTEEN: MISCELLANEOUS**

 

**15.01.Force Majeure.** In the event performance by Landlord of anyterm, condition or covenant in this Lease is delayed or prevented by any Act ofGod, strike, lockout, shortage of material or labor, restriction by anygovernmental authority, civil riot, flood, or any other cause not within thecontrol of Landlord, the period for performance of such term, condition orcovenant shall be extended for a period equal to the period Landlord is sodelayed or hindered.

 

**15.02.Interpretation.** The captions of the Articles or Sections ofthis Lease are to assist the parties in reading this Lease and are not a partof the terms or provisions of this Lease. Whenever required by the context ofthis Lease, the singular shall include the plural and the plural shall includethe singular. For convenience, each party hereto is referred to in the neuter gender,but the masculine, feminine and neuter genders shall each include the other. Inany provision relating to the conduct, acts or omissions of Tenant, the term “Tenant”shall include Tenant’s agents, employees, contractors, invitees, successors orothers using the Property with Tenant’s expressed or implied permission.

 

**15.03.Waivers.** All waivers must be in writing and signed by thewaiving party. Landlord’s failure to enforce any provisions of this Lease orits acceptance of rent shall not be a waiver and shall not prevent Landlordfrom enforcing that provision or any other provision of this Lease in thefuture. No statement on a payment check from Tenant or in a letter accompanyinga payment check shall be binding on Landlord. Landlord may, with or withoutnotice to Tenant, negotiate such check without being bound to the conditions ofsuch statement.

 

**14.04. Severability.**  A determination by a court of competentjurisdiction that any provision of this Lease or any part thereof is illegal or

 

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**15.09.Venue.** All obligations hereunder, including but not limitedto the payment of commissions to the Principal REALTOR®. shall be performable and payable inDallas, Dallas County, Texas.

 

**15.10.Governing Law.** The laws of the State of Texas shall governthis Lease.

 

**15.11.Survival.** All obligations of any party hereto not fulfilledat the expiration or the earlier termination of this Lease shall survive suchexpiration or earlier termination as continuing obligations of such party.

 

**15.12.Binding Effect.** This Lease shall inure to the benefit and bebinding upon each of the parties hereto and their heirs, re- presentatives,successors and assigns; provided, however, Landlord shall have no obligation toTenant’s successors or assigns unless the rights or interests of such successorsor assigns are acquired in accordance with the terms of this Lease.

 

**15.13. Executionas Offer.** The execution of this Lease by the first party todo so constitutes an offer to lease the Property. Unless within the number ofdays stated in Section 1.15 above from the date of its execution by thefirst party to do so, this Lease is accepted by the other party and a fullyexecuted copy is delivered to the first party, such offer shall beautomatically revoked and terminated.

 

**ARTICLE SIXTEEN: ADDITIONALPROVISIONS AND RIDERS**

 

Additional provisions maybe set forth in-the blank space below, and/or a rider or riders attachedhereto. If no additional provisions are to be inserted in the blank spacebelow, please draw a line through such space. If no rider or riders are to beattached hereto, please state “no riders” in the blank space below. If a rideror riders are to be attached hereto, please state in the blank space below: “Seerider or riders attached,” and please have Landlord and Tenant initial all suchriders.

 

See riders attached:

 

1.                                       Exhibit‘A’ – Legal Description 

 

2.                                       Exhibit‘D’ – Rules and Regulations

 

3.                                       Exhibit‘E’ – Environmental Condition of Premises

 

The Landlord warrantsthat there is a Five Year warranty from the manafacturer on the units installedJanuary, 1996, which is for parts only. 

 
| EXECUTED  as of the date stated in Section 1.01 above. |      |
|-------------------------------------------------------------|-----------|
|                                                        |      |
| ATTEST:                                                     | LANDLORD: | /s/ Neil Felder |
|                                                        |      |
|                                                        |      | By: | /s/ Neil  Felder |
|                                                        |      |   |   |
|                                                        |      |   |   |
|                                                        |      | Titl: |   |
|                                                        |      |   |   |
|                                                        |      | Date of Execution by  Landlord: |   |
|                                                        |      | 2-12-96 |   |
|                                                        |      |   |
|                                                        |      |   |
| ATTEST                                                      |      | TENANT: | /s/ [ILLEGIBLE] |
|                                                        |      |   |   |
|                                                        |      | By  : | Metroplex Control Systems,  Inc. |
|                                                        |      |   |   |
|                                                        |      | Title  : |  President |
|                                                             |           |  |  |  |

 

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EXHIBIT A

 

Tract I

 

Being a tract of landsituated in the E.W. Hunt Survey, Abstract No. 590, in the City of Dallas,Dallas County, Texas, also being part of Block 2/6512 of Walnut Business ParkAddition, filed on May 3, 1978 as recorded in Volume 78086, Page 0001of the Deed Records of Dallas County, Texas, and being more particularly describedas follows:

 

Commencing at theintersection of the North R.O.W. line (60’ R.O.W.) of Arbuckle Court and theWest R.O.W. line (60’ R.O.W.) of Ables Lane;

 

THENCE, N 89° 56’ 00” W,with said North R.O.W. line of Arbuckle Court for a distance of 250.00 feet toa point;

 

THENCE, N 0° 04’ E, for adistance of 177.14 feet to an iron rod set for corner at the POINT OFBEGINNING;

 

THENCE, N 89° 56’ 00” W,for a distance of 120.00 feet to an “X” cut in concrete for corner;

 

THENCE, N 0° 04’ 00” E,for a distance of 209.04 feet to an “X” cut in concrete for corner in the SouthR.O.W. line (53’ R.O.W.) of Southwell Road;

 

THENCE, N 89° 36’ 30” E,with said South R.O.W. line of Southwell Road for a distance of 120.00 feet toan iron rod set for corner;

 

THENCE, S 0° 04’ W, for adistance of 210.00 feet to the POINT OF BEGINNING AND CONTAINING 25,142.4square feet or 0.577 acres of land, more or less.

 

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**EXHIBIT“D”**

** **

RULES ANDREGULATIONS

 

The following Rules andRegulations are prescribed by Landlord in order to provide and maintain, to thebest of Landlord’s ability, orderly, clean and desirable Leased Premises,building and parking facilities for the tenants therein and to regulate conductin and use of Leased Premises, the building and parking facilities in such amanner as to minimize interference by others in the proper use of LeasedPremises by Tenant. In the following Rules and Regulations, all references toTenant include not only the Tenant, but, also, Tenant’s agents, servants,employees, invitees, licensees, visitors, assignees, and/or sublessees:

 

1.                                       Tenantshall not block or obstruct any of the entries, passages, doors, hallways, orstairways of building or parking area, or place, empty, or throw any rubbish,litter, trash, or material of any nature into such areas, or permit such areasto be used at any time except for ingress or egress of Tenants.

 

2.                                       Landlordwill not be responsible for lost or stolen personal property, equipment, money,or any article taken from the Leased Premises, building, or parking facilitiesregardless of how or when loss occurs.

 

3.                                       Theplumbing facilities shall not be used for any other purpose than that for whichthey are constructed, and no foreign substance of any kind shall be placedtherein, and the expense of any breakage, stoppage, or damage resulting from aviolation of this provision shall be borne by Tenant.

 

4.                                       Tenantshall permit Landlord, during the six (6) months prior to the termination ofthis lease to show Leased Premises during business or non-business hours toprospective lessees and to advertise Leased Premises for rent.

 

5.                                       Anyadditional keys required by Tenant during the term of this lease shall berequested from Landlord and shall be paid for by Tenant upon delivery of keysto premises. In the event new locks are requested by Tenant, then all costsassociated with such request (including hardware, installation and keys) shallbe paid by Tenant.

 

6.                                       Thecommon parking facilities are available for use by any and all Tenants.Landlord reserves the right to assign or allocate parking in the event ofconflicts, abuse or improper use of these common parking facilities. It isgenerally understood that any Tenant should utilize only those parking spacesimmediately adjacent to that Tenant’s specific Leased Premises.

 

Proper use of the common parking facilities is deemedto be that use which is occasioned by the normal in and out traffic required bythe Tenant, in the normal course of the Tenant’s business operations.

 

Vehicles that are abandoned, disabled, have expiredregistration stickers, obstructing any means of ingress or egress to any LeasedPremises, or in any way a general nuisance or hazard are subject to removal,without notice by Landlord’s designated wrecker and towing service. All costsassociated with such removal shall be at the Tenant’s/Vehicle Owner’s expense.

 

7.                                       Tenantshall not use the building, Leased Premises, or parking facilities for housing,lodging, or sleeping purposes without express consent of Landlord in writing.

 

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**EXHIBIT“E”**

 

**ENVIRONMENTALCONDITION OF PREMISES**

 

STUDIES

 

Tenant shall furnishLandlord with a complete and legible copy of any study, report, test, survey orinvestigation performed by or on behalf of Tenant at any time involving the leasedPremises and shall fully restore all areas and improvements where samples weretaken or work performed and repair all damage resulting from any of the sameand shall indemnify and hold Landlord harmless from and against all claims,actions, liabilities, damages, losses, injuries or deaths in connection with orarising out of or from any inspection, testing, sampling, or similar ordissimilar activity conducted by Tenant, Tenant’s agents or contractors at anytime at the leased Premises or the Building for hazardous or toxic materials,whether under this Paragraph or Paragraphs (b) or (c) following or otherwiseunder or in connection with this Lease.

 

INSPECTIONS

 

Landlord and Tenant shalleach have the right to periodically inspect, take samples for testing andotherwise investigate the leased Premises for the presence of hazardous ortoxic materials. In this regard each party may conduct, or have conducted, suchstudies and investigations, conduct, or have conducted, such tests and surveys,and engage such specialists as, it deems appropriate to fairly evaluate the leasedPremises and any risk from hazardous or toxic materials. In connection with anyinspections, samples, surveys or tests to be performed by Landlord, Landlordshall not unreasonably interfere with Tenant’s business operations at the leasedPremises and shall repair and damage to Tenant’s property, inventory orfixtures damaged as a result of such inspections, samples, surveys or tests andupon request shall furnish Tenant with a true and complete copy of anyresulting report, survey or study. In connection with any inspections, samples,surveys or tests to be conducted by Tenant at the leased Premises, Tenant shall:(i) first notify Landlord of each proposed inspection, sample, survey or testand the scope, impact, and intent thereof and obtain Landlord’s written consentto perform the same [which consent shall not be unreasonably withheld ordelayed (but it shall not be unreasonable for Landlord to refuse consent to anytest, sample, survey or inspection intended to penetrate the roof, structuralsupports, foundation, exterior or demising walls, or structural elements of theBuilding, or which affect building systems, or which may penetrate in anymanner the ground water under the leased Premises)]; and (ii) as stated above,restore the leased Premises and/or the property on which the leased Premisesare located to the condition existing immediately prior to any such test,sample, survey and/or inspection and provide Landlord with true and completecopies of any survey, test, report or study obtained by or for the benefit ofTenant in connection with hazardous or toxic materials at the leased Premises.

 

PROHIBITION ON PLACEMENTOR DISPOSAL

 

Tenant shall notknowingly incorporate into, use, or otherwise place or dispose of at the leasedPremises or in the Building or Project any toxic or hazardous materials inconcentrations or levels sufficient that by the then-applicable EPA, OSHA orother applicable governmental standards cause the specific materials soidentified to be classified or identified as toxic or hazardous materials exceptfor the limited purposes of use and storage only where (i) such materials arein small quantities, properly labeled and contained, (ii) such materials arehandled and disposed of in accordance with the highest accepted industrystandards for safety, storage, use and disposal, (iii) such materials are foruse in the ordinary course of business (i.e., as with office or cleaningsupplies), (iv) notice of and a copy of the current material safety data sheetis provided to Landlord for each such hazardous or toxic material and (v) suchmaterials are used, transported, stored, handled and disposed of in accordancewith all applicable governmental laws, rules and regulations. Landlord shallnot knowingly dispose of at the leased Premises, Building or the Project anytoxic or hazardous materials in concentrations or levels sufficient that bythen-applicable EPA, OSHA or other applicable governmental standards cause thespecific materials so identified to be classified or identified as toxic orhazardous materials and shall otherwise deal with all toxic or hazardousmaterials at the leased Premises, Building or Project in a manner that will notmaterially and adversely affect Tenant’s access, use or occupancy of the leasedPremises and that any remediation or controls for toxic or hazardous materialsat the leased Premises will be in accordance with all applicable governmentallaws, rules and regulations. If Landlord or Tenant ever has knowledge of thepresence in the leased Premises or the Building or the Project of such toxic orhazardous materials which affect the leased Premises, the party havingknowledge shall notify the other party thereof in writing promptly afterobtaining such knowledge. For the purposes of this Lease, hazardous or toxicmaterials shall mean hazardous or toxic chemicals or any materials or wastescontaining hazardous or toxic chemicals at levels or content which cause suchmaterials or wastes to be classified as hazardous or toxic as then prescribedby the prevalent industry practice and standards or by the then-current levelsor content as set from time to time by EPA or OSHA or as defined under 29 CFR1910 or 29 CFR 1925 or other applicable governmental laws, rules andregulations.

 

TENANT’S COVENANTS TOREMOVE

 

If Tenant or itsemployees, agents, or contractors shall ever violate the provisions orParagraphs (b) or (c) above (that apply to Tenant regarding toxic or hazardousmaterials), or if Tenant’s acts, negligence, breach of this provision orbusiness operations directly and materially expand the scope of or materiallyworsen any contamination from toxic or hazardous materials, then Tenant shallclean-up, remove and dispose of the material causing the violation, incompliance with all applicable governmental standards, laws, rules and regulationsand repair any damage to the leased Premises or [ILLEGIBLE]

 

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| ***MCS***    | ***Metroplex Control Systems, Inc.***                                                            |
|--------------|--------------------------------------------------------------------------------------------------|
| *** *** | *** ***                                                                                     |
|         | **2472 Southwell  Dallas, TX 75229-4518  Phone: 972.406.9300  Fax: 972.406.1625** |

 

***FaxCover Letter***

 

Date: 3/7/00

 

 

To:  Joel Heiser

 

Company:

 

Fax Number: (216)696-2645

 

 

From: Jim 

 

Regarding: 

 

Fax Number: (972)406-1625

 

Number of Pages,including cover sheet: 2

 

Comments:  Last page of previous fax sent.

 

 

**If You DoNot Receive All of the Pages,**

**PleaseCall (972) 406-9300 As Soon As Possible**

** **

----

 

**************************

**** ACTIVITYREPORT ****

**************************

 
|   | TRANSMISSION  OK |        |
|--------|------------------|-------------|
|   |             |        |
|   | TX/RX NO.        | 5186        |
|   | CONNECTION TEL   | 12166962645 |
|   | CONNECTION ID    |        |
|   | START TIME       | 03/07 13:24 |
|   | USAGE TIME       | 01’47  |
|   | PAGES            | 2           |
|   | RESULT           | OK          |

 

----

 
| ***MCS***    | ***Metroplex Control Systems, Inc.***                                                            |
|--------------|--------------------------------------------------------------------------------------------------|
| *** *** | *** ***                                                                                     |
|         | **2472 Southwell  Dallas, TX 75229-4518  Phone: 972.406.9300  Fax: 972.406.1625** |

 

***FaxCover Letter***

 

Date: 3/7/00

 

 

To: Joel Heiser

 

Company:

 

Fax Number: (216)696-2645

 

 

From: Jim Moxon

 

Regarding: Lease

 

Fax Number: (972)406-1625

 

Number of Pages,including cover sheet: 12

 

Comments:  

 

 

 

**If You DoNot Receive All of the Pages,**

**PleaseCall (972) 406-9300 As Soon As Possible**

** **

----

 

**************************

**** ACTIVITYREPORT ****

**************************

 
|   | TRANSMISSION  OK |        |
|--------|------------------|-------------|
|   |             |        |
|   | TX/RX NO.        | 5183        |
|   | CONNECTION TEL   | 12166962645 |
|   | CONNECTION ID    |        |
|   | START TIME       | 03/07 12:31 |
|   | USAGE TIME       | 12’35  |
|   | PAGES            | 11          |
|   | RESULT           | OK          |

 

----