**Exhibit10.64**

 

**COMMERCIAL LEASE**

 

                This Commercial Lease (“leaseagreement”) is made and entered into as of this 1st day of January 2008 (“EffectiveDate”) by and between **WILLIAM L. CAVIN**** **(“Landlord”) and**MCFSA, LTD.** (“Tenant”).

 

1.             GRANT OF LEASED PREMISES.     In consideration of the obligation ofTenant to pay basic rentals and in consideration of the other terms andprovisions of this lease agreement, Landlord hereby leases to Tenant during theTerm, subject to the terms and provisions of this lease agreement, that certainreal property with commercial building and other improvements known as 7823Fortune Drive, Bexar County, Texas (“leased premises”).

 

2.             TERM.   The primary term of this lease agreement shall be three (3) monthscommencing on the Effective Date above, and ending at 11:59 p.m. localtime on the day preceding the 3-month anniversary of the Effective Date.  (See paragraph 7 “Holding Over” below).

 

3.             OPTIONS TO EXTEND TERM.         Not applicable.

 

4.             UTILITIES/WASTE REMOVAL.      Electricity, water and sewer utilities,waste removal services and dumpster services are currently in Landlord’s nameand shall be paid by Landlord during the Term, but Tenant shall reimburseLandlord for all such utility, waste removal and dumpster charges provided tothe leased premises within ten (10) days of Landlord’s invoice for sameaccompanied by a copy of the actual billing from the service provider.

 

5.             RENTAL.               Tenant agrees to pay and shall pay Landlord atLandlord’s offices in San Antonio, Bexar County, Texas, (see paragraph 32below) or at such other place Landlord shall designate from time to time inwriting, as basic rental for the leased premises, the sum of $2,000.00 permonth, payable without demand in advance on or before the first day of theprimary term and each additional month of the primary term.  Rent received after the fifth day of themonth shall be deemed delinquent.  Ifrent is not received by Landlord by the fifth of each month, Tenant shall pay alate charge of $50.00.

 

6.             TAXES.                 Landlord shall pay all real property taxes assessedagainst the leased premises. Tenant shall pay all personal property taxesassessed against Tenant’s equipment stored or placed on the leased premises.

 

7.             HOLDING OVER.                 Failure of Tenant to surrender theleased premises at the expiration of the 3-month primary term of this leaseagreement constitutes a holding over which shall be construed as a tenancy frommonth-to-month at a rental equal to $3,000 per month during the holdoverperiod, payable to Landlord in advance on the first day of each such month ofthe holdover period.

 

8.             USE OF LEASED PREMISES.            Tenant shall use the leased premisesfor operation of its FireQuest alarm business purchased from FireQuest, Inc.,the former occupant of the leased premises.

 

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9.             SECURITY DEPOSIT.         Not applicable.

 

10.           CONDITION OF PREMISES.             Tenant has examined and accepts theleased premises in an “as is” condition as complete and suitable for thepurposes for which the same are leased. Tenant hereby releases Landlord from all liability or responsibility fordefects, latent or otherwise, contained in the leased premises.

 

11.           MAINTENANCE AND REPAIRS.    Tenant shall, at its sole cost and expense,keep and maintain the leased premises in clean and sanitary order andcondition.  At the termination of thisLease, Tenant shall deliver the leased premises in good order and condition,reasonable wear and tear excepted.

 

12.           ALTERATIONS.  Alterations, additions, and improvements mayonly be made with the prior written consent of Landlord, which consent shallnot be unreasonably withheld.  Any damagecaused by the installation or removal of trade fixtures shall be repaired atTenant’s expense prior to the expiration of the lease term.  All alterations, improvements, additions, andrepairs made by Tenant shall be made in good and workmanlike manner.

 

13.           SECURITY FOR LEASED PREMISES.             Landlord shall have no liabilitywhatsoever to Tenant, its employees, patrons, visitors, agents or contractorsfor personal injury, property damage or property loss occasioned by criminalacts or entry by any person or persons into the leased premises.  Landlord and Tenant acknowledge that soleresponsibility and liability for the security, safety and/or well-being ofTenant’s employees, patrons, visitors, agents or contractors, or their personalproperty, shall lie with Tenant.   Tenantagrees to defend, indemnify and hold Landlord and its employees, agents andcontractors harmless from any claims or damages incurred as a result of Tenant’sfailure to strictly comply with the provisions of this paragraph.

 

14.           TENANT INSURANCE.     During the entire Term of this leaseagreement, the Tenant shall, at the Tenant’s sole cost and expense, but for themutual benefit of Landlord and Tenant, maintain general public liabilityinsurance with personal injury endorsement against claims for personal injury,death or property damage occurring in, upon or about the leased premises.  All of such policies of insurance shall beissued in the name of Tenant and Landlord and for the mutual and joint benefitand protection of the parties, and such policies of insurance or copies thereofshall be delivered to the Landlord prior to occupancy by Tenant and shallprovide that cancellation shall not be effective until thirty (30) days afternotice to Landlord.

 

15.           TENANT’S WAIVER OF SUBROGATION.    Tenant waives its claims as to and releasesLandlord, its agents, officers and employees, for any loss or damage that mayoccur which is covered by the insurance described herein, including extendedcoverages and endorsements, and further agrees to notify its insurance carriersof this waiver so as to cause the respective policies of insurance to beproperly endorsed, if necessary, to prevent invalidation of the insurance coverageby reason of this waiver of subrogation. Upon execution of this lease agreement and at any time upon reasonablerequest hereafter, Tenant shall provide Landlord with a certificate evidencingthe foregoing insurance coverage.

 

16.           COMPLIANCE WITH LAWS, REGULATIONS ANDLANDLORD RULES.            Tenant shall,at its own expense, fully comply with all laws, orders, and requirements of allgovernmental

 

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entities(federal, state, county or city) with reference to the use and occupancy of theleased premises.

 

17.           ASSIGNMENT AND SUBLETTING.                Tenant shall not voluntarily orby operation of law assign this lease nor sublet the leased premises or anyinterest therein without first obtaining the written consent of Landlord, whichconsent may be arbitrarily withheld.

 

18.           DEFAULT BY TENANT.    The following shall be deemed to be eventsof default by Tenant under this lease agreement:  (1) Tenant shall fail to pay when dueany installment of rental or any other payment required pursuant to this leaseagreement; (2) Tenant shall file a petition or be adjudged bankrupt orinsolvent under any applicable federal or state bankruptcy or insolvency law oradmit that it cannot meet its financial obligations as they become due, or areceiver or trustee shall be appointed for all or substantially all of theassets of Tenant;  (3) Tenant shallmake a transfer in fraud of creditors or shall make an assignment for thebenefit of creditors; (4) Tenant shall do or permit to be done any act whichresults in a lien being filed against the leased premises and Tenant shall failto bond around such lien within 20 days thereafter; (5) the liquidation,termination, dissolution or (if the Tenant is a natural person) the death ofTenant; or (6) Tenant shall be in default of any other term, provision orcovenant of this lease agreement, other than those specified in subparts (1) through(5), above, and such default is not cured within ten (10) days afterwritten notice thereof is received by Tenant.

 

19.           REMEDIES FOR TENANT’S DEFAULT.        Upon the occurrence of any event ofdefault set forth in this lease agreement. Landlord may terminate this lease agreement, in which event Tenant shallimmediately surrender the leased premises to Landlord, and if Tenant fails tosurrender the leased premises, Landlord may, without prejudice to any otherremedy which it may have for possession or arrearages in rent, enter upon andtake possession of the leased premises, by picking or changing locks ifnecessary, and lock out, expel or remove Tenant and any other person who may beoccupying all or any part of the leased premises without being liable for anyclaim for damages.  Tenant agrees to payon demand the amount of all loss and damage which Landlord may suffer for anyreason due to the termination of this lease agreement under this Section,including (without limitation) loss and damage due to the failure of Tenant tomaintain and/or repair the leased premises as required hereunder and/or due tothe inability of Landlord to relet the leased premises on satisfactory terms orotherwise.

 

20.           DEFAULT BY LANDLORD.              If Landlord defaults in theperformance of any term, covenant or condition required to be performed byLandlord under this lease agreement, Landlord shall have thirty (30) daysfollowing the receipt of written notice from Tenant specifying such default tocommence to cure such default, provided that if Landlord has commenced actionsto cure such default within said thirty (30) day period, Landlord shall haveall reasonable and necessary time to complete such cure.  If any utility services provided by Landlordare interrupted for any reason, Landlord shall not be liable in any respect fordamages to the person or property of Tenant or Tenant’s employees, agents,contractors, patrons and invitees.

 

21.           INDEMNIFICATION OF LANDLORD.           Landlord and its employees and agentsshall have no liability whatsoever to Tenant or to Tenant’s employees, agents,contractors, patrons, visitors, invitees or any other persons and Tenant herebywaives all claims against Landlord for any injury to any of such persons or forany damage to their goods, wares, merchandise or other

 

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personalproperty on or about the leased premises from any cause or reason and at anytime.  Tenant agrees to defend, indemnifyand hold Landlord and its employees, agents and contractors harmless from anyand all claims or damages incurred by Landlord or any other person for personalinjury or damage to the goods, wares, merchandise or personal property ofLandlord or such other person arising directly or indirectly from the use ofthe leased premises by Tenant or Tenant’s agents, employees, agents,contractors, patrons, visitors or invitees, from the failure of Tenant to keepthe leased premises in a clean, good condition and repair, or from the failureof Tenant to strictly comply with the covenants contained in this leaseagreement.  Tenant further agrees todefend, indemnify and hold Landlord and its employees, agents, contractors andinvitees harmless from any and all damages or expenses of whatever kind arisingout of or caused by a burglary, theft, vandalism, malicious mischief or otherillegal acts performed in, at or from the leased premises.

 

22.           BROKER’S FEE.   Tenant warrants that it has had no dealingswith any real estate broker or agents in connection with the negotiation ofthis lease and it knows of no other real estate broker or agent who is entitledto a commission in connection with this Lease.

 

23.           RIGHT OF ENTRY.              Landlord shall have the rightduring normal business hours to enter the demised premises: a) to inspect thegeneral condition and state of repair thereof; b) to make repairs required orpermitted under this lease; c) to retrieve tools and other personal property ofLandlord stored at the lease premises; d) to retrieve records of FireQuest, Inc.stored at the lease premises; or e) for any other reasonable purpose.

 

24.           TIME OF ESSENCE.            Time is expressly declared to be ofthe essence in this lease.

 

25.           BINDING ON HEIRS AND ASSIGNS.              Subject to the provisions of thislease pertaining to assignment of the Tenant’s interest, all provisions of thislease shall extend to and bind, or inure to the benefit not only of the partiesto this lease but to each and every one of the heirs, executors,representatives, successors and assigns of Landlord or Tenant.

 

26.           RIGHTS AND REMEDIES CUMULATIVE.    The rights and remedies by this leaseagreement are cumulative and the use of any one right or remedy by either partyshall not preclude or waive its right to use any or all other remedies.  Said rights and remedies are given inaddition to any other rights the parties may have by law, statute, ordinance orotherwise.

 

27.           TEXAS LAW TO APPLY.  This agreement shall be construed under and inaccordance with the laws of the State of Texas, excluding conflict of lawsprovisions.

 

28.           SEVERABILITY.  In case any one or more of the provisionscontained in this agreement shall for any reason be held to be invalid, illegalor unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect any other provision hereof and this agreementshall be construed as if such invalid, illegal or unenforceable provision hadnever been contained herein.

 

29.           PRIOR AGREEMENTS SUPERSEDED.            This agreement constitutes the soleand only agreement of the parties to this lease and supersedes any priorunderstandings or written or oral agreements between the parties respecting thesubject matter of this lease.

 

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30.           AMENDMENT.              No amendment, modification oralteration of the terms hereof shall be binding unless it is in writing, datedsubsequent to the date hereof, and duly executed by the parties.

 

31.           ATTORNEY’S FEES.  Any signatory to this lease agreement who isthe prevailing party in any legal proceeding against any other signatorybrought under or with relation to this lease agreement or this transactionshall be additionally entitled to recover court costs, reasonable attorneyfees, and all other out-of-pocket costs of the litigation, includingdeposition, travel and witness costs, from the nonprevailing party.

 

32.           NOTICES.              Any demand, notice or request provided for by thislease agreement shall be in writing, addressed to the party to whom notice isto be given, and shall be considered as having been made (i) if by handdelivery or facsimile upon receipt, or (ii) if my mail, three (3) daysfrom the date of the placing of said notice in the United States Mail Service,certified mail, return receipt requested, addressed and postage prepaid, to theaddresses shown herein below:

 

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| To  the Landlord:                   |   | Fire  Quest, Inc.                                                   |
|-------------------------------------|--------|--------------------------------------------------------------------------|
|                                |   | 7823  Fortune Drive                                                      |
|                                |   | San  Antonio, TX 78520                                                   |
|                                |   | Attn:  William L. Cavin                                                  |
|                                |   |                                                                     |
| To  the Tenant:                     |   | MCFSA,  LTD.                                                             |
|                                |   | 12903  Delivery Drive                                                    |
|                                |   | San  Antonio, TX 78247                                                   |
|                                |   | Attn:  Sam Youngblood                                                    |
|                                |   | Facsimile:  210-495-5613                                                 |
|                                |   | E-mail:  syoungblood@isidet.com                                          |
|                                |   |                                                                     |
| EXECUTED  as of the Effective Date. |   |                                                                     |
|                                |   |                                                                     |
|                                |   |                                                                     | “Landlord” |   |
|                                |   |                                                                     |
|                                |   |                                                                     |
|                                |   | **WILLIAM L. CAVIN**                                                     |
|                                |   |                                                                     |
|                                |   |                                                                     |
|                                |   |                                                                     | “Tenant” |   |
|                                |   |                                                                     |
|                                |   | **MCFSA, LTD.**                                                          |
|                                |   | **By:   Metroplex Commercial Fire and Security  Alarms, Inc.** |
|                                |   | **Its: Sole  General Partner**                                           |
|                                |   |                                                                     |
|                                |   | By:                                                                      |   |
|                                |   | Name:  Sam Youngblood                                                    |
|                                |   | Title:  CEO                                                              |
|                                     |        |                                                                          |  |  |  |  |

 

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*[Signature Page toCommercial Lease]*

 

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