**Exhibit10.57**

 

ASSIGNMENT and AMENDMENTOF LEASE BETWEENPETERSON DETENTION, INC., CC&E, LLC; ANDISI DETENTION CONTRACTING GROUP, INC.

 

This Assignment andAmendment of Lease (“Assignment”) is entered into effective as of the 1st dayof January, 2008, by and between CC&E LLC a California limited liabilitycompany (“Landlord”); Peterson Detention, Inc., a California corporation (“Assignor”)and 1SI Detention Contracting Group, Inc., a California corporation. (“Assignee”).

 

WHEREAS, Landlord andAssignor entered into that one certain Standard Industrial/CommercialMulti-Tenant Lease - Gross dated March 14, 2005 (the “Lease”), that certainFirst Amendment to Lease dated February 14, 2006, that certain SecondAmendment to Lease dated June 20, 2006, that certain Third Amendment toLease dated May 8, 2007 pertaining to approximately 15,200 rentable squarefeet (RSF) of commercial office space located at 577 North Batavia Street,Orange, California (the “Building”); and

 

WHEREAS, the term of theLease expires on August 31, 2010; and

 

WHEREAS, Assignor nowdesires to assign all of its right, interest and title in and to the

 

Lease to Assignee, asmore particularly set forth below;

 

NOW, THEREFORE, for andin consideration of the mutual promises and covenants set forth herein, all ofAssignor’s right, title and interest in and to the Lease is hereby assigned to Assigneeupon the following terms and conditions. Capitalized terms not otherwisedefined in this Assignment shall have the meanings ascribed to them in the Lease.

 

1.    Assignor hereby assigns, transfers anddelivers to Assignee all of Tenant’s rights in and to the Lease.

 

2.    Assignee accepts the Lease, as amendedherein, and agrees to punctually perform all obligations of Assignor under theLease accruing on and after January 1, 2008.  Landlord acknowledges that all Rents andother charges that have accrued under the Lease prior to said date have beenfully paid by Assignor, and hereby releases Assignor from any furtherobligations under the lease from and after January 1, 2008.

 

3.    The Lease is hereby amended to reflect thatthe amount of the Security Deposit required by Section 1.7(c) of theLease is increased from $7,600.00 to $28,576.00 and such amount shall not beincreased during the term of the Lease. All, but $7,600.00, of such Security Depositshall, at the option of Lessee, be applied as partial payment of the last threemonths Base Rent due and owing under the Lease, and the reduction in SecurityDeposit upon application of the Security Deposit to Base Rent as permittedherein, shall not be deemed to be a default or breach of any term or provisionof the Lease. Any monetary default of Lessee prior to the last three months ofthe Term shall negate the Lessee’s right to apply Security Deposit to Base Rentas outlined above.   Any provision of theLease contrary to this amendment is void and unenforceable.

 

4.    As of the effective data of this Assignmentand Amendment of Lease, the Guaranty of Lease attached hereto as Exhibit Awill be effective. The Guarantor, then obligated for all obligations accruingafter the effective date of this Assignment and Amendment of Lease shall beArgyle Security, Inc.

 

5.    There shall be no further assignment of theLease without the prior written consent of Landlord.

 

6.    Miscellaneous.

 

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(a)   Counterparts. This Assignment may be executed in any number of counterparts and bydifferent parties on separate counterparts, each of which counterparts shall bedeemed to be an original and all of which counterparts shall constitute one andthe same agreement. The signature of each party to this Assignment is notrequired to appear on each counterpart of this Assignment, provided that eachparty to this Assignment has executed at least one counterpart of thisAssignment. In making proof of this Assignment it will not be necessary toaccount for or produce each executed counterpart of this Assignment.

 

(b)   Entirety and Controlling Agreement.   This Assignment, in conjunction with theLease (including its various exhibits), embodies the entire agreement between theparties with respect to the Leased Premises. Except as expressly set forth herein, nothing in this Assignmentmodifies or amends the provisions of the Lease. However, in the event of anirreconcilable conflict or inconsistency between the provisions of the Leaseand the provisions of this Assignment, the provisions of this Assignment shall control.

 

(c)   Binding on Successors.   This Assignment shall be binding upon and inureto the benefit of the parties, their successors, assigns and personalrepresentatives.

 

IN WITNESS WHEREOF,Landlord, Assignor and Assignee have executed this instrument as of

 

the date first writtenabove.

 
| LANDLORD:                               |
|-----------------------------------------|
|                                    |
| CC&E, LLC,                          |
| A California limited  liability company |
| By:                                     | /illegible/ |   |
| Its: Managing Partner                   |
| Date: 01/07/08                          |

 

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| ASSIGNOR:                              |
|----------------------------------------|
|                                   |
| PETERSON DETENTION,  INC.              |
| a California  corporation              |
|                                   |
| By:                                    | /Michael Peterson/ |   |
| Its: President                         |
| Date: 01/07/08                         |
|                                   |
| ASSIGNEE:                              |
|                                   |
| ISI DETENTION  CONTRACTING GROUP, INC. |
|                                   |
| By:                                    | /Sam Youngblood/ |   |
| Its: CEO                               |
| Date: 01/07/08                         |
|                                        |  |  |  |

 

Guaranty Agreement

 

Argyle Security, Inc.hereby guarantees the full and prompt performance of each of the Lessee’sduties and obligations pursuant to the Lease and this Lease Assignment.

 
| By:                           | /Don Neville/                        |   |
|-------------------------------|--------------------------------------|--------|
| Name:                         |     Don  Neville |
| Its; Chief Financial  Officer |                                 |
|                               |                                      |        |  |  |

 

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AIR COMMERCIALREAL ESTATE ASSOCIATIONGUARANTY OF LEASEEXHIBIT A

 

WHEREAS, CC & E,LLC hereinafter “Lessor” and ISI Detention Contracting Group, Inc., aCalifornia corporation hereinafter “Lessee”‘, we about to execute a documententitled Assignment and Amendment of Lease dated January 1, 2008 concerningthe premises commonly known as 577 North Batavia Street, Orange, CA whereinLessor will lease the premises to Lessee, and WHEREAS, Argyle Security, Inc. hereinafterGuarantors have a financial interest at Lessee, and WHEREAS, Lessor would not executethe Lease V Guarantors did riot execute and deliver to Lessor this Guarantee ofLease.

 

NOW THEREFORE. inconsiderationof the execution of the foregoing Lease by Lessor and as a material inducementto Lessor to execute said Lease, Guarantors hereby jointly, severally, unconditionallyand irrevocably guarantee the prompt payment by Lessee of at rents and at othersums payable by Lessee under said Lease and the faithful and prompt performanceby Lessee of each and every one of the terms, conditions and covenants of saidLease to be kept and performed by Lessee.

 

It is specifically agreedthat the terms of the foregoing Lease may be modified by agreement betweenLessor and Lessee, or by a course of conduct, and said Lease may be assigned byLessor or any assignee of Lessor without consent or notice to Guarantors andthat this Guaranty shed guarantee the performance of said Lease as so modified.

 

This Guaranty shalt notbe released, modified or affected by the talkie or delay on the part of Lessorto enforce any of the rights or remedies of the Lessor raider said Lease,whether pursuant to the terms thereof or at law or in equity.

 

No notice of default needbe given to Guarantors, It being specifically agreed that the guarantee of theundersigned is a continuing guarantee under which Lessor may proceedimmediately against Lessee and/or against Guarantors following any breath ordefault by Lessee or for the enforcement of any rights which Lessor may have asagainst Lessee raider the terms of the Lease or at law or in equity.

 

Lessor that have theright to proceed against Guarantors hereunder following any breath or defaultby Lessee without first proceeding against Lessee and without previous noticeto or demand upon either Lessee or Guarantors.

 

Guarantors hereby waive (a) noticeof acceptance of this Guaranty. (b) demand of payment, presentation andprotest, (c) at right to assail or plead any statute of limitationsrelating to this Guaranty or the Lease, (d) any right to require theLessor to proceed against the Lessee or any other Guarantor or any other personor entity liable to Lessor, (e) any right to require Lessor to apply toany default any security deposit or other security it may hold under’ theLease, (f) any right to require Lessor to proceed under any other remedyLessor may have before proceeding against Guarantors. (g) any right of subrogation.

 

Guarantors do herebysubrogate at existing or future indebtedness of Lessee to Guarantors to theobligations owed to Lessor under the Lease and this Guaranty.

 

If a Guarantor ismarried, such Guarantor expressly agrees that recourse may be had against hisor her separate property for all of the obligations hereunder.

 

The obligations of Lesseeunder the Lease to execute and deliver estoppel statements and financialstatements, as therein provided, that be deemed to also requite the Guarantorshereunder to do and provide the same.

 

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The term “Lessor” refersto and means the Lessor named in the Lease and also Lessor’s successors statassigns. So long as Lessor’s interest In the Lease, the leased premises or therents, issues and profits therefrom, are subject to any mortgage or deed ofbust or assignment for security, no acquisition by Guarantors of the Lessor’sInterest shalt affect the continuing obligation of Guarantors raider thisGuaranty which that nevertheless continue In full force and effect [or thebenefit of the mortgagee, beneficiary, trustee or assignee under such mortgage,deed of trust or assignment and their successors and assigns.

 

The term “Lessee” refersto and means the Lessee named In the Lease and also Lessee’s successors andassigns.

 

In the event any actionbe brought by said Lessor against Guarantors hereunder to enforce theobligation of Guarantors hereunder, the unsuccessful party in such action thatpay to the prevailing party therein a reasonable attorney’s fee which, shall befixed by the court

 

If this Form hasbeen filled in, It has been prepared for submission to your attorney for his approval.No representation or recommendation is made, by the AIR Commercial Real Estate Association,the real estate broker or Its agents or employees as to the legal sufficiency,legal affect, or tax consequences of this Form or the transaction relatingthereto.

 

 
| Executed at:  | Argyle Security Inc.        |
|---------------|-----------------------------|
| On: /1-30-08/ | By:                         | /Don Neville/ |   |   |
| Address:      | CFO  “GUARANTORS” |

 

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