**Exhibit10.63**

 

**LEASE**

 

This Lease, entered into by Indiana Automation, Inc.,(hereinafter referred to as “Landlord”) and Metroplex (hereinafter referred toas “Tenant”).

 

Witnesseth that Landlord and Tenant, in considerationof their mutual undertakings, agree as follows:

 

Landlord is in possession of the improved real estatecommonly known as 8001 East 196th Street, Noblesville, IN 46062 asmore specifically described in Exhibit “A”, (the “Building” and the “Warehouse”))by virtue of a lease with Lodge Ventures, LLC. Landlord hereby agrees tosub-lease (“Lease”) to Tenant and Tenant hereby agrees to lease from Landlordapproximately Nine Hundred (900) square feet of the Building and the Warehouseas depicted in Exhibit “B”, together with non-exclusive use of the commonareas depicted in Exhibit “C”, for a term of one (1) year (Tenant’sleased space herein referred to as the “Leased Premises” and/or the “Property”and/or the “Common Area”) under the following terms and conditions.

 

1.   BASE RENT

 

During the term of this Lease, Tenant covenants andagrees to pay to Landlord, without demand, notice or set off, a monthly rentalin advance on or before the first day of each month at 8001 East 196thStreet, Noblesville, IN 46062, or such other addresses as Landlord shalldirect, in the amount of Fifteen Hundred Dollars ($1,500.00) for the Leased Premises(“Base Rent”).

 

2.   ADDITIONALRENT

 

In addition to Base Rent, Tenant shall and agrees topay all costs, charges and expenses which Tenant assumes or is obligated to payto Landlord or any third-party pursuant to this Lease and the schedules,(hereinafter referred to as “Additional Rent”), and in the event ofnon-payment, Landlord shall have all rights and remedies with respect theretoas provided in the case of non-payment of rent.

 

3.   TAXES ANDMAINTENANCE

 

A.  PersonalProperty Taxes and Assessments. Tenant shall pay and be responsible for anypersonal property taxes and/or assessments assessed against the Tenant’sproperty during the term of this Lease.

 

B.  Maintenance.     Landlord, after written notice fromTenant, shall cause to be made repairs necessary to maintain the LeasedPremises in substantially the same condition they are now in, wear and tearexcepted, except for repairs necessitated due to

 

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the acts or neglect ofTenant, or its officers, members, directors, employees, contractors, licensees,agents or invitees (the “Tenant Parties”). Tenant shall make all other repairs notrequired to be made by Landlord to maintain the Leased Premises in the same conditionthey are now in. Tenant agrees not to use or store in the Leased Premises contaminatesor other chemicals which would damage the heating and air conditioning systems,or any hazardous chemicals. Tenant agrees to promptly notify Landlord verbally andin writing of any repairs needed or made to the Leased Premises.  Landlord and Landlord’s agents shall havereasonable access to the Leased Premises to make repairs which are theresponsibility of Landlord.

 

C.    CommonArea Use and Maintenance. Tenant acknowledges that the Common Areas are part ofa mixed use building with restrictive rules (“Rules”) and that they havebeen provided with a copy of the Rules, which are subject to change. Tenant shallbe responsible for any damages caused by or additional maintenance required dueto Tenant Parties access and use of the Common Areas.

 

4.    USE ANDCOMPLIANCE W1TH LAWS

 

The Leased Premises shall be used by Tenant only forthe purpose of a business office and material storage and for no other use orpurpose. All of Tenant’s business activities shall be conducted inside theLeased Premises or within such other areas available for Tenant’s use as may beagreed upon by Landlord and Tenant, and confined to the interior of thebuilding. Tenant specifically covenants and agrees to adhere to the Rules andnot to use or allow the Leased Premises, Warehouse or Common Areas to be usedin a manner which is in violation of the Rules, offensive to the Landlord,other tenants or which constitutes a nuisance or annoyance to the Landlord,other tenants or the community. Common Areas are not available for non-businessuse by Tenant during normal business hours without express permission ofLandlord. Common Areas may be available after hours, by reservation only, andat the sole discretion of Landlord. Landlord reserves the right of priorapproval over any ancillary use of the Leased Premises. Tenant shall keep theLeased Premises, Warehouse and Common Areas in a clean and orderly conditionand shall conduct its business there from in a careful and safe manner. Nooutside storage is allowed at the Leased Premises. Tenant shall keep thehallways in the Leased Premises and other entryways free from obstructions.Tenant shall not use the Leased Premises or maintain them in any mannerconstituting a violation of the Rules, any ordinance, statute, regulation, ororder of any governmental authority, including without limitation zoningordinances, nor shall Tenant maintain, permit, or suffer any nuisance to occuror exist on the Leased Premises. Tenant shall not use, store, or maintain atthe Leased Premises materials which are a fire hazard, increase casualty or liabilityinsurance, emit noxious odors, noise levels, or which affect the safety orwell-being of other occupants, tenants, their property, the Building or theLeased Premises.

 

5.    RENEWALAND SURRENDER

 

The term of this Lease shall be automatically extendedby successive one (1) year periods at a rental rate of 107% of the prioryear’s rental rate and, other than the change in rental rate, upon the sameterms and conditions as provided in this Lease unless

 

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Landlord or Tenantprovides written notice to the other that this Lease shall not be automaticallyrenewed sixty (60) days prior to the expiration of the then current term of thisLease.

 

Upon the expiration or sooner termination of thisLease, Tenant shall surrender to Landlord the Leased Premises, together withall other property affixed to the Leased Premises and lighting fixtures cleanand in the same order and condition in Which Tenant occupied them, the effectsof ordinary wear excepted.  Unless anevent of default as hereinafter defined has occurred and remains uncured,Tenant shall, prior to the expiration of the term, remove all of Tenants’personal property from the Leased Premises. Any damage to the Leased Premises caused by such removal shall be repairedby Tenant prior to the expiration of the term. At Landlord’s option, if Tenantfails to remove unauthorized leasehold improvements and/or personal property,then the same: (1) shall be deemed property of the Landlord and eitherretained by Landlord of sold by Landlord at public or private sale; and/or, (2) shallbe deemed as Tenant’s unauthorized retention of the Leased Premises and Tenantshall continue to be responsible for rent until the property is removed and theLeased Premises are restored. If Tenant shall remain in possession of all orany part of the Leased Premises after the expiration of the term of this Lease,the same shall not constitute a renewal of this Lease, but with the consent ofthe Landlord, Tenant shall be a lessee from month to month at one hundredfifteen percent (115%) of the immediately preceding monthly Base Rent, plus theimmediately preceding Additional Rent and subject to all of the otherapplicable covenants, terms, and conditions hereof. These provisions shall notbe construed to expand option rights, if any, granted in this Lease nor shallthey be utilized by Tenant to avoid any requirements or conditions of suchperiods.

 

6.    ASSIGNMENT AND SUBLETTING

 

Tenant shall not assign, mortgage, encumber, ortransfer this Lease in whole or in part, or sublet the Leased Premises or anypart hereof, nor grant a license or concession in connection therewith withoutthe prior written consent of the Landlord, which consent shall be in the solediscretion of Landlord. This prohibition shall include any act which has theresult of a merger, consolidation or liquidation of Tenant or transfer by saleor otherwise in excess of 10% of the ownership of Tenant during the term ofthis Lease, except any transfer or assignment resulting from the death ofTenant, if a natural person.

 

If Tenant requests Landlord’s consent to Tenantassignment, subletting or transfer of this Lease as described above, Tenantagrees to reimburse Landlord for reasonable accounting and attorneys’ feesincurred in conjunction with the investigative process of reviewing a potentialTenant and documentation of the assignment or transfer of interest. In theevent Landlord does consent to any type of assignment or transfer described above;(1) it shall not operate as a waiver of the requirement that thissubsection shall apply to future assignment or subletting; (2) it shallnot relieve Tenant or Tenant’s guarantors from financial liability under thisLease; and (3) all option periods(and/or first rights of refusal), if any,allowed under this Lease shall be void and of no force and effect.

 

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7.     ALTERATIONS AND MAINTENANCE OF LEASED PREM1SES

 

Other than the initial Leasehold improvementsauthorized by this Lease, if any, as depicted in Exhibit “ B ”, Tenant shallnot cause or permit any alterations, additions, or changes of or upon any partof the Leased Premises without first obtaining the written consent of Landlordwhich consent shall not be unreasonably withheld. It is understood by Tenantthat no antennas, satellite dishes, or other equipment shall be installed by Tenantupon the roof of the Leased Premises, walls or grounds of the Building. All alterations,additions, or changes to the Leased Premises shall be made in accordance withall applicable laws and shall become property of Landlord.

 

8.      MECHANIC’SLIENS

 

Tenant shall not permit any Statement of Intention tohold a Mechanic’s Lien to be filed against the Leased Premises or any partthereof nor against any interest or estate therein by reason of labor,services, or materials claimed to have been performed or furnished to or forTenant. If such Statement of Intention to hold Mechanic’s Lien shall be filed,Landlord at its option may compel the prosecution of an action for theforeclosure of such Mechanic’s Lien by the lienor.  If any such Statement of Intention to hold a Mechanic’sLien shall be filed and an action commenced to foreclose the lien, Tenant. upondemand by Landlord, shall cause the lien to be released by the filing of awritten undertaking with a surety approved by the Court and obtaining an orderfrom the Court releasing the property from such lien. Nothing in the Leaseshall be deemed or construed to constitute consent to or request to any partyfor the performance of any labor or services or the furnishing of any materialsfor the improvement, alteration, or repairing of the Leased Premises; nor asgiving Tenant the right or authority to contract for, authorize, or permit theperformance of any labor, service, or the furnishings of any material thatwould permit the attaching of a valid Mechanic’s Lien.

 

9.     INDEMNIFICATION AND RELEASE

 

Regardless of Whether or not separate, several, joint,or concurrent liability may be imposed upon Landlord, Tenant shall indemnifyand hold harmless Landlord from and against all damages, claims, and liabilityarising from or connected with the Tenant’s control or use of the LeasedPremises, including without limitation, any damage or injury to person orproperty. This indemnification shall not include any matter for which the Landlordis effectively protected against by insurance. If Landlord shall, withoutmaterial fault, become a party to litigation commenced by or against Tenant,then Tenant shall indemnify and hold Landlord harmless. The indemnificationprovided by this Section shall include Landlord’s legal costs and fees inconnection with any such claim, action, or proceeding.  Tenant does hereby release Landlord from allliability for any accident, damage, or injury caused to person or property onor about the Leased Premises. Landlord and Tenant do each hereby release theother from all liability for an accident, damage or injury caused to person orproperty, provided this release shall be effective only to the extent that theinjured or damaged party is insured against such injury or

 

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damage and only if thisrelease shall not adversely affect the right of the injured or damaged party torecover under such insurance policy.

 

Anything in this Lease to the contrary notwithstanding,Landlord and Tenant hereby waive and release each other of and from any and allrights of recovery, claim, action or cause of action, against each other, theirmembers, agents, officers and employees, for any loss or damage that may occurto the Leased Premises and the improvements to the Leased Premises, or personalproperty (building contents) within the Leased Premises, by reason of fire, theelements or any other cause which is covered by the insurance on the Building,the Leased Premises and/or the contents therein, regardless of cause or origin,including the negligence of Landlord or Tenant, and their members, agents,officers and employees.  Because thisparagraph will preclude the assignment of any claim mentioned in it by way ofsubrogation (or otherwise) to an insurance company (or any other person), eachparty to this Lease agrees immediately to give to each insurance company whichhas issued to it policies of fire and extended coverage insurance, writtennotice of the terms of the mutual waivers contained in this paragraph, and tohave the insurance policies properly endorsed, if necessary, to prevent theinvalidation of the insurance coverage by reason of the mutual waiverscontained in this paragraph. Additional costs, if any, for the endorsement (s) necessitatedby this clause shall be the responsibility and at the cost of Tenant.

 

10.   (THIS SECTION HASBEEN INTENTIONAL LEFT BLANK)

 

11.   EVENTS OFDEFAULT

 

Any of the following shall be deemed an Event ofDefault:

 

A.    The failureto pay an installment of rent when the same becomes due.

 

B.    Tenant’sfailure to perform or observe any other covenant, term, or condition of thisLease or related agreement to be performed or observed by Tenant, and ifcurable, the failure continues for 15 days after notice thereof is given toTenant. To the extent that the cure cannot be reasonably completed within suchperiod, then 30 days additional time shall be given to complete the cure.

 

C.   Abandonment of the Leased Premises.

 

D.    The filingor execution or occurrence of:

 

(1)  An involuntarypetition in bankruptcy against Tenant and the failure of Tenant, in good faith,to promptly commence and diligently pursue action to dismiss the petition;

 

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(2)  A petitionagainst Tenant seeking a reorganization, arrangement, composition,readjustment, liquidation, dissolution, or other relief of the same ordifferent kind under any provision of state law or the Bankruptcy Act, and thefailure of Tenant, in good faith, to promptly commence and diligently pursueaction to dismiss the petition;

 

(3)  A generalassignment for the benefit of creditors by Tenant; or

 

(4)  The taking byany party of the leasehold created hereby, or any part thereof, upon foreclosure,levy, execution, attachment, or other process of law or equity.

 

For purposes of this Section 11and Section 12, the term “Tenant” shall include any assignee, sublessee,or guarantor of the Tenant. This provision, however, shall not be construed topermit the assignment of this Lease, nor the subletting of the Leased Premises,except as may be permitted hereby.

 

12.   LANDLORD’SREMEDIES

 

A.    Upon anyoccurrence of any Event of Default Landlord may, at its option, in addition toany other remedy or right it has hereunder or by law:

 

(1)  Preclude Tenant’saccess to the Leased Premises, without demand or notice, and resume possessionby an action in law, and without being liable in trespass or for any damagesand without terminating this Lease.

 

(2)  Re-enter theLeased Premises, without demand or notice, and resume possession by an actionin law, and without being liable in trespass or for any damages and withoutterminating this Lease.  Landlord mayremove all persons and property from the Leased Premises and such property maybe removed and stored at the cost of Tenant.

 

(3)  Terminate thisLease at any time upon the date specified in a notice to Tenant. Tenant’sliability for damages shall survive such termination.

 

(4)  Withoutterminating this Lease, re-let the Leased Premises without the same beingdeemed an acceptance of a surrender of this Lease nor a waiver of Landlord’srights or remedies and re-letting by Landlord may be for a period equal to,less than, or extending beyond the remainder of the original term, or for thewhole or any part of the Leased Premises, separately or with other premises orfor any sum, or to any lessee or for any use Landlord deems appropriate

 

B.    Upon theoccurrence of any of the following:

 

(1)  The filing of avoluntary petition in bankruptcy by Tenant;

(2)  The filing of apetition or answer by Tenant seeking a reorganization, arrangement,composition, readjustment, liquidation, dissolution, or other relief of the sameor different kind under any provision of the Bankruptcy Act;

 

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(3)  An adjudicationof Tenant as a bankrupt or insolvent; 

(4)  The appointmentof a trustee, receiver, guardian, conservator, or liquidator of Tenant withrespect to all or substantially all of its property,

 

if allowed under the thenprevailing law, this Lease shall terminate ipso facto as of such occurrence andthe Leased Premises shall be surrendered as required by Section 5. Tenant’sliability for damages shall survive such termination, and Landlord shall beentitled to recover an amount equal to the damages as defined in Section 12.C. below or an amount equal to the maximum allowed by any statute or rule oflaw in effect at the time when and governing the proceedings in which suchamount is sought, whichever is less.

 

C.   Upon the occurrence of any Event of Default,in addition to the remedies allowed under this Lease, Landlord shall beentitled to recover, and Tenant shall be liable for Landlord’s actual damagesunder this Lease, plus the cost and expenses paid or incurred by Landlord fromtime to time in connection with:

 

(1)  Obtainingpossession of the Leased Premises; 

(2)  Removal andstorage of Tenant’s or other occupant’s property; 

(3)  Care,utilities, maintenance, and repair of the Leased Premises while vacant; 

(4)  Re-letting thewhole or any part of the Leased Premises; 

(5)  Repairing theLeased Premises into condition acceptable to and reasonably necessary to obtainnew lessees; 

(6)  Making allrepairs, alterations, and improvements required to be made by Tenant hereunderand of performing all covenants of the Tenant relating to the condition of theLeased Premises; and 

(7)  All otherdamages and remedies available to Landlord under applicable law, less the rentand other payments, if any, actually collected and allocable to the LeasedPremises, or to the portions thereof, re-let by Landlord.

 

13.  ATTORNEY’SFEES

 

Each party shall pay the other party’s reasonablelegal costs and attorney’s fees incurred in successfully enforcing against theother party any covenant, term, or condition of this Lease.

 

14.  KEYS,ACCESS BY LANDLORD TO LEASED PREMISES

 

Tenant shall not change the locks to the LeasedPremises nor shall Tenant add additional locks or devices to the LeasedPremises without the prior written agreement of Landlord. Landlord shall, atall times, be provided with keys and access to the Leased Premises.

 

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Landlord, Landlord’s agents, Landlord’s prospectivelessees, purchasers, or mortgagees shall, upon prior notice to tenant, bepermitted to inspect and examine the Leased Premises at all reasonable times,and Landlord shall have the right to make any repairs to the Leased Premiseswhich Landlord may deem necessary, but this provision shall not be construed torequire Landlord to make repairs except as is otherwise required hereby. Exceptin the case of emergencies, Landlord shall give Tenant reasonable verbal noticeprior to accessing the Leased Premises. For a period commencing six (6) monthsprior to the expiration of the term of this Lease, Landlord may maintain “ForRent” signs on the front or on any part of the Leased Premises.

 

15.   QUIETENJOYMENT

 

If Tenant shall perform all of the covenants andagreements herein provided to be performed on Tenant’s part, Tenant shall, atall times during the term, have the peaceable and quiet enjoyment of possessionof the Leased Premises without any manner of hindrance from Landlord or anyparties claiming under Landlord.

 

16.   UTILITIES

 

Except for Tenant’s telephone and communicationexpense, cleaning, minor maintenance items such as light bulb replacement anddisposables, Landlord shall pay reasonable utility charges for water, sewer,gas, electricity and office trash disposal utilized at the Leased Premises. Inthe event that Tenant utilizes excessive utilities or trash disposal services,Landlord reserves the right to impose as Additional Rent a surcharge againstTenant for such usage. Tenant shall not dispose of hazardous waste, toxic,corrosive, noxious, or oversize trash in or about the Building.

 

17.   SIGNS ANDSIGNAGE

 

Tenant has requested and Landlord has approved Tenantsignage depicted in Exhibit “D”. Any other signs, lettering, advertising,decoration, lighting, or any other thing of any kind visible from the exteriorof the Leases Premises installed by Tenant shall be first approved in writingby Landlord, the Owner’s Association and by any civil authority from whomapproval must be obtained and the location, materials utilized and method of installationof the same shall be as designated or approved by Landlord, and by any civil authorityfrom whom approval must be obtained. All signage costs shall be borne by Tenant.Tenant shall not apply for any variance from any civil authority without havingfirst obtained a written consent from Landlord.

 

18.   INSURANCE

 

Tenant agrees that it will not keep, use, sell, oroffer for sale in or about the Leased Premises any article or articles whichmay be prohibited by the standard form of fire and casualty insurance policy.Tenant agrees to pay any increase in premiums for fire and extended coverageinsurance that may be charged during the term of this Lease on the amount ofsuch insurance which may be carried by Landlord, resulting from the type of

 

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merchandise sold byTenant or articles utilized by Tenant in or about the Leased Premises, whetheror not the Landlord has consented to the same. In determining whether increased premiums are the result of Tenant’s useof the Leased Premises, a schedule issued by the organization making theinsurance rate on the Leased Premises showing the various components of suchrate shall be conclusive evidence of the several items and charges which makeup the fire and extended coverage insurance rate on the Leased Premises.  In the event Tenant’s occupancy or use of theLeased Premises causes or brings about an increase in insurance premiums, suchincrease shall be payable by the Tenant to Landlord as Additional Renthereunder upon the next monthly payment date. These provisions, however, shallnot be construed to permit or authorize Tenant to utilize the Leased Premisesfor any purpose other than expressly stated in the terms of this Lease.

 

It is expressly understood and agreed that Landlord’sinsurance does not and will not cover Tenant’s personal property or thecontents of or loss of use of the Leased Premises. Landlord shall not be liablefor any damage to the property of Tenant or others located in or about theLeased Premises, nor for the loss or damage to any property of Tenant or othersby theft or otherwise.

 

It shall be the duty of the Tenant to provide, at itsown expense, liability insurance for the mutual protection of Tenant andLandlord in an amount sufficient to cover any unforeseeable contingency withcoverage not less than $500,000.00 for injury to one person or incident,$1,000,000.00 for injury to two or more persons and $1,000,000.00 propertydamage.  Copies of such policies shall bemade available to Landlord at Landlord’s request.

 

19.  (THIS SECTION HASBEEN INTENTIONAL LEFT BLANK)

 

20.  LATE RENTALCHARGES

 

In the event that rental charges are not received byLandlord within five (5) days of the date of the rental payments are due,Tenant shall incur and pay to Landlord late rental charges of $75.00 and FiveDollars ($5.00) per day shall accrue on the sixth and all subsequent days thatLandlord has not received rent and/or Late Rental Charges due under this Lease.

 

21.  ATTORNMENT,SUBORDINATION AND ESTOPPEL CERTIFICATES

 

Attomment. Upon any transfer of possession of theLeased Premises, transfer of Landlord’s interest in the Lease Premises or thisLease, Tenant shall attorney to any person or entity that acquires possessionof the Leased Premises or any of Landlord’s interests in the Leased Premises orthis Lease and recognize such person or entity as Landlord under this Lease. Tenantagrees that in the event of such transfer, Tenant shall execute any necessarydocuments with respect to these attomment provisions and further to pay allfuture rental payments to such person or entity upon notice.

 

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Subordination.  Tenant’srights under this lease shall be subordinate to the rights of any lien ofmortgage, mortgages or encumbrances now or hereafter encumbering the LeasedPremises or any part thereof now or hereafter existing. The subordination of Tenant’srights shall be applicable to any amendment, modification, extension or renewalof the Lease and/or any mortgage or encumbrance now or hereafter existing. UponLandlord’s written request, Tenant shall execute and deliver to Landlord anagreement, in recordable form, subordinating its rights hereunder to the lienof any mortgage or mortgages now or hereafter encumbering the Leased Premisesor any part thereof.

 

EstoppelCertificates.  Within ten (10) daysafter Landlord’s written request therefor, Tenant shall deliver to Landlord orto the mortgagee of the Leased Premises or to any prospective purchaser ormortgagee of the Leased Premises a written statement, in recordable form,certifying (if such is the case): that this Lease is in full force and effect andhas not been assigned, modified, supplemented or amended; that all covenants, conditionsand agreements on the part of Landlord hereunder have been performed; such informationrequired by the purchaser or lender; that there are no defenses or offsets to theenforcement of this Lease by Landlord or stating those claimed by Tenant; that Tenanthas no claims of any kind by virtue of the Lease; that neither Tenant norLandlord is in default under the Lease; that Landlord has completed allrequired construction under the Lease and that the Tenant has acceptedpossession of the Leased Premises without exception. Tenant further agrees toprovide information as to any amendments or modifications with respect to thelease.

 

Assignment of Lease.     Tenant acknowledges that in the event thisLease is assigned as security for any lien of mortgage, mortgages orencumbrances now or hereafter existing, upon notice from the secured party,Tenant shall pay all future rental payments to the secured party.

 

22.    ADVANCESAND INTEREST

 

Upon the occurrence of any Event of Default, Landlordmay, if such default has not been cured, cure that default for the account andat the expense of Tenant. If Landlord in curing such default is compelled topay or elects to pay any sum of money or do any acts which will require thepayment of any sum of money, the sum so paid or incurred shall be reimbursed byTenant upon demand by Landlord. All sums as to which Tenant is in default ofpayment shall bear interest at the rate of eighteen percent (18%) per annum untilpaid.

 

23.   DESTRUCTION OF THE LEASED PREMISES

 

If the Leased Premises should be damaged or destroyedby fire or other cause to such an extent that the cost of repair andrestoration would exceed seventy percent (70%) of the amount it would cost toreplace the Leased Premises in their entirety at the time such damage ordestruction took place, then Landlord or Tenant shall have the right to cancelthis Lease by giving the other party notice of such election within forty-five(45) days after the occurrence of such damage or destruction and this Leaseshall terminate

 

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as of fifteen (15) daysafter the date such notice is given. If Landlord fails to exercise this optionto terminate, then Landlord shall, with the proceeds of insurance coverage available,promptly repair and restore the Leased Premises to substantially the same conditionthey were in prior to the damage or destruction.

 

If the Leased Premises should be damaged or destroyedby fire or other cause to such an extent that the cost of repair andrestoration would be less than seventy percent (70%) of the amount it wouldcost to replace the Leased Premises in its entirety at the time such damage ordestruction took place, then, subject the requirements of any lender having amortgage lien against the Leased Premises, this Lease shall not terminate and theLandlord shall, with the proceeds of insurance coverage available, promptlyrepair and restore the Leased Premises to substantially the same condition theywere in prior to the damage or destruction.

 

The monthly rental shall proportionately abate duringthe time that the Leased Premises or any part thereof is unusable by reason ofany such damage. The opinion of an architect or registered engineer appointedby Landlord as to the costs of repair, restoration or replacement shall becontrolling upon the parties. Landlord’s obligation to restore or repair doesnot include fixtures or improvements installed or owned by Tenant. Theprovisions of this section are not intended to limit, modify or release Tenantfrom any liability it may have for damage or destruction nor shall it releaseTenant from liability for the failure to maintain insurance required under thisLease. Further, the provisions contained in this section concerning rentabatement shall not be applicable to damage caused by vandalism, theft,attempted theft or break in.

 

24. CONDEMNATION

 

If the entire Leased Premises, or such portion thereof(other than parking areas) is condemned by any legally constituted authority(or if a conveyance or other acquisition in lieu of such condemnation is made),which will make the remainder unsuitable for the use permitted by this Lease,then this Lease shall terminate as of the date possession is required by thecondemnor. If more than ten percent (10%) of the main building on the LeasedPremises is condemned, Tenant shall have the option to terminate this Lease as ofthe date possession is required by the condemnor provided that Tenant provides writtennotice of its intent to terminate to Landlord within twenty (20) days afterLandlord has delivered to Tenant a copy of the condemning authority’s writtennotice of its intent to condemn or a copy of the condemning authority’s writtenoffer to purchase the portion of the Leased Premises to be condemned. Allcompensation paid in connection with the condemnation shall belong to and bethe sole property of Landlord, except Tenant shall be entitled to anycompensation awarded for tenant’s trade fixtures and for moving expenses.

 

25. ENVIRONMENTAL WARRANTIES

 

Tenant acknowledges that certain Federal, State, andlocal laws, regulations and ordinances are now in effect, and that additionallaws, regulations, guidelines and 

 

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ordinances may hereafterbe enacted, relating to or affecting the Leased Premises and the larger parcelof the land which the Leased Premises are a part, concerning the impact on thePremises. Tenant will not cause, or permit to be caused, any act or practice,by negligence, omission, or otherwise, that would adversely affect theenvironment or do anything or permit anything to be done that would violate anyof the said laws, regulations, ordinances or guidelines. Any violation of thiscovenant and warranty shall be an event of default of this Lease. Tenant shallhave no claim against Landlord by reason of any changes Landlord may make inthe Leased Premises pursuant to such laws, regulations, ordinances andguidelines. Tenant further covenants and warrants to Landlord that Tenant shallproperty dispose in appropriate landfills any industrial by- product, waste, orother material which may negatively impact the environment, and Tenant furthercovenants and agrees that the Tenant shall not dispose of any such materialson, about or in the Leased Premises, any areas surrounding the Leased Premisesor in sanitary waste systems, storm sewers or septic systems.  Tenant covenants that it shall be solelyresponsible for any cleanup of such materials. These covenants and warrantiesshall survive the termination of this Lease. 

 

26.   LIMITATIONOF LANDLORD’S LIABILITY

 

Tenant agrees that Tenant shall look solely toLandlord’s interest in and to the Leased Premises including any insuranceproceeds or condemnation awards then payable, subject to the rights of anymortgagee of the Leased Premises, for collection of any judgment (or otherjudicial processes) requiring payment of [ILLEGIBLE] Landlord in the event ofdefault or breach by Landlord of any of the covenants, terms or conditions ofthis Lease to be observed or performed by Tenant’s remedies. The term “Landlord”,as used in this Lease in relation to covenants, agreements and conditions to beobserved and performed by Landlord, shall mean and include only the owner orowners from time to time of the Landlord’s interest in this Lease. In the eventof any transfer or transfers of such interest (except a transfer for security),the Landlord named herein (and/or the transferee in the case of a subsequenttransfer) shall, after the date of such transfer, be released from all personalliability for performance of any covenant, agreement and condition on the partof the Landlord which are thereafter to be performed hereunder. The transfereeshall be deemed to have assumed (subject to the limitations of this paragraph)all of the covenants, agreements and conditions herein to be observed by Landlordwith the result that such covenants, agreements and conditions shall bind the Landlord,its successors and assigns, only during and in respect of their respective successiveperiods of ownership.

 

27.   ACCORD ANDSATISFACTION

 

No payment by Tenant or receipt by Landlord of alesser amount than the rent herein stipulated shall be deemed to be other thanon account of the earliest stipulated rent; nor shall any endorsement orstatement on any check or letter accompanying any check or payment as rent bedeemed an accord and satisfaction; and Landlord may accept any such check orpayment without prejudice to Landlord’s right to recover the balance of suchrent or to pursue any other remedy provided in this Lease.

 

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28.   ENTIREAGREEMENT; AMENDMENTS

 

This instrument contains the entire agreement betweenthe parties hereto with respect to the subject matter hereof.  All representations, promises and prior or contemporaneousundertakings between such parties are merged into and expressed in thisinstrument, and any and all prior agreements between such parties are hereby canceled.The agreements contained in this instrument shall not be amended, modified, orsupplemented except by a written agreement duly executed by both Landlord and Tenant.

 

29.   SEVERABILITY

 

The invalidity or unenforceability of a particularprovision of this Lease shall not affect the other provisions, and this Leaseshall be construed in all respects as if such invalid or unenforceableprovision had not been contained herein.

 

30.   REMEDIESCUMULATIVE

 

The remedies of Landlord and Tenant hereunder shall becumulative, and no one of them shall be construed as exclusive of any other orof any remedy provided by law or in equity. The exercise of any one such rightor remedy by the Landlord or Tenant shall not impair its standing to exerciseany other such right or remedy.

 

31.   GOVERNINGLAW

 

This Lease shall be governed in accordance with thelaws of the State of Indiana.

 

32.   GENERALAGREEMENT OF THE PARTIES

 

This Lease shall extend to and be binding upon heirs,personal representatives, successors, and assigns of the parties. Thisprovision, however, shall not be construed to permit the assignment of thisLease except as may be permitted hereby. When applicable, use of the singular form of any word shall mean orapply to the plural and the neuter form shall mean or apply to the feminine ormasculine.

 

The captions and article numbers appearing in thisLease are inserted only as a matter of convenience and are not intended todefine, limit, construe, or describe the scope or intent of such provision. Nowaiver by Landlord of any default by Tenant shall be effective unless inwriting, nor operate as a waiver of any other default or of the same default ona future occasion.  Any notices to begiven hereunder shall be deemed sufficiently given when in writing and (a) actuallyserved on the party to be notified or (b) placed in an envelope directedto the party to be notified at the following addresses and deposited in theUnited States Mail by certified or registered mail, postage prepaid:

 
| 1. | To Landlord, where rental payments are due. |
|----|---------------------------------------------|
| 2. | To Tenant:                                  |   |   |

 

 

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Such addresses may bechanged by either party by written advice as to the new address given as aboveprovided. If there is more than one Tenant, their obligation shall be joint andseveral. This Lease shall not be recorded.

 

IN WITNESS WHEREOF, Landlord and Tenant have executedthis Lease on the 31 day of July, 2007, and if this Lease is executedin counterparts, each shall be deemed an original.

 

 
| LANDLORD:                 |                      | TENANT:   |
|---------------------------|---------------------------|-----------|
|                      |                      |      |
| Indiana Automation,  Inc. |                      | Metroplex |
|                      |                      |      |
| by:                       | /s/ Robert F Bissell  Jr. |      | by: | [ILLEGIBLE] |
|                      | Robert F Bissell Jr.      |      |   |   |
|                      | President                 |      |   |   |
|                      |                      |      |   |

 

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**EXHIBIT A**

 

**Legal description for theproperty commonly known as 8001 E. 196th Street, Noblesville, IN 46062located in Hamilton County, Indiana:**

** **

**A part of the East Half of theNorthwest Quarter of Section 25, Township 19 North, Range 4 East,described as follows: Begin at the Northwest corner of said East Half; thenceEast 18 rods; South 18 rods; West 18 rods; North 18 rods to the place ofbeginning.**

 

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**EXHIBIT B**

 

 

1

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2

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3

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**EXHIBIT C**

 

 

1

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2

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3

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Exhibit DSign Specifications

 

The sign will need to be 60 inches long, 22 1/2inches tall, and 1 1/2 inches thick. To match the IndianaAutomation sign, your sign needs to be sand blasted. Larger, white posts willbe put in so that your sign can be mounted underneath the Indiana Automationsign.

 

 

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**8001 East196th Street/Lodge Rules August 1, 2007**

 

1. General 

 

a.               Do not replicateKeys and give them out to anyone. 

b.              Do not give yourdoor code to anyone else to use.

c.               Clean up any spillor mess you make

d.              Access to buildingutility / infrastructure areas are for authorized personnel only.

 

2. Parking

 

a.               Park in designatedparking spots only. Do not block loading docks. Do not block the gravel accesslane on the East side of the building.

b.              There is no parkingunder the canopy during business hours. This area is for loading and unloadingonly. 

c.               Respect the labeledparking spots, Handicapped and Visitor.

 

3. Kitchen

 

a.               The four doorcommercial refrigerator is for IAI employee use only.

b.              The upright chestfreezer is for IAI use only.

c.               The residentialrefrigerator/freezer is for Metroplex use only.

d.              Use of themicrowaves is on a first come first serve basis. Clean up any food spilledinside.

e.               Clean up your own messes,do not leave dishes/lunch remains in sink

f.

 

4. 19th Hole

 

a.               This is a common area.Meetings are welcome here but understand that other people are going to be inand out of this area.

b.              The coffee maker isfor IAI use only.

c.               Please follow thesign out procedures for this room. These procedures can be found in the fileholder located on one of the doors.

d.              Clean up your ownmesses, including wiping the counter / spills / vacuuming, etc.

e.               Reset the tables,chairs, stools in the proper configuration when done

 

5. Bowling Alley

 

a.               Please follow thesign out procedures for this room. These procedures can be found in the filebolder located on one of the doors.

b.              You are responsiblefor you and your guest’s behavior.

c.               After each use,this area must be cleaned per the designated cleaning procedures.

 

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6. Warehouse

 

a.               Use of the commonwarehouse space is by request only.

b.              Do not block thearea between the overhead doors. This area is for loading and unloading only.

 

7. Conference Room

 

a.               Please follow thesign out procedures for this room. These procedures can be found in the fileholder located on one of the doors.

b.              After use, this areashall be left in a suitable condition for the next occupant, this means allchairs should be pushed in, the table should be clean, and the lights should beout.

 

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