Exhibit 10.2


 


AMENDMENT TO LEASE


 


AGREEMENT,
made this  31st  day of May, 2006, between LONG ISLAND
INDUSTRIAL GROUP ONE LLC, as landlord, having an office at 575 Underhill
Boulevard, Suite 125, Syosset, New York 11791 (hereinafter referred to as “Landlord”)
and AMERICAN DEFENSE SYSTEMS, INC., as tenant, having an office at 230 Duffy
Avenue, Hicksville, New York 11801 (hereinafter referred to as “Tenant”).


 


WITNESSETH:


 


WHEREAS,
the Landlord and Tenant are parties to the Lease (as defined in Schedule “A”) with
respect to the Existing Premises (as defined in Schedule “A”) in the Building
(as defined in Schedule “A”); and


 


WHEREAS,
the Tenant desires to lease certain additional space at the Building
substantially as shown on the attached sketch (the “Additional Space”) and
Landlord is willing to lease the Additional Space to the Tenant subject to the
provisions of this Amendment to Lease; and


 


WHEREAS,
the Lease currently shall expire on September 30, 2009, and the Landlord
and Tenant desire to extend the term of the Lease; and


 


WHEREAS,
Tenant and Landlord desire to confirm and memorialize their understanding with
respect to the foregoing and to amend and modify the Lease as herein provided.


 


NOW,
THEREFORE, in consideration of $1.00 to each in hand paid and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, it is mutually agreed that the Lease is modified as follows:


 


          1.             Upon
the occurrence of the Inclusion Date the Lease shall be amended as follows:


 


(a)         Landlord hereby leases to Tenant and
Tenant does hereby lease from Landlord the Additional Space commencing on the
Inclusion Date (as defined in Schedule “A”) and ending on the New Expiration
Date (as defined in Schedule “A”) and the term of the Lease shall be extended
through and including the New Expiration Date. During the period (“Extended and
Continuing Term”) commencing on the Inclusion Date through and including the
New Expiration Date, the annual rental rate for the Additional Space and the
Existing Premises under the Lease combined shall be as set forth on Schedule A
attached hereto and made a part hereof, which shall be payable in equal monthly
installments on the first day of each and every month, in advance, during the
said Extended and Continuing Term.


 


(b)        After
the Inclusion Date, upon Landlord’s request, Landlord and Tenant shall


 

















 


 


execute and
exchange duplicate original instruments prepared by Landlord, which shall fix
for all purposes the Inclusion Date and the New Expiration Date but such instrument
shall not be deemed or construed as a prerequisite to the commencement of the
obligation of Tenant to observe and perform all of the terms, covenants,
provisions and conditions contained in this Amendment to Lease on the part of
Tenant to be observed and performed, including, without limitation, the
obligation to pay the annual rental rate and additional rent reserved hereunder
for the Existing Premises and the Additional Space.


 


(c)   The term "demised premises" (as
such term is used and defined in the Lease) shall be deemed modified including
therein the Additional Space.


 


(d)   Tenant shall use and occupy the Additional
Space for such use as is permitted in accordance with the Lease and the
Certificate of Occupancy for the Building, if any, and for no other purpose.
Tenant shall not utilize the demised premises or any part thereof or any other
part of the Property for the placement or use of fixed storage vessels or
systems of any type. Tenant acknowledges and agrees that it will not allow the
fueling of vehicles or product transfer operations of any type to occur at or
about the demised premises, or elsewhere at the Property in connection with or
incidental to its use of the demised premises or otherwise. This includes, but
is not limited to, fueling of vehicles and any type of bulk transfer of
products, which are prohibited.


 


(e)   Tenant's percentage and proportionate share
of Additional Rent as set forth in the Lease shall be increased to be as set
forth on Schedule A at the caption "Tenant's New Percentage".


 


(f)    Tenant's minimum common area maintenance
charge as indicated in clause (ii) of Paragraph 42nd (c) of the Lease shall be
increased to be as set forth on Schedule A at the caption "Minimum Common
Area Maintenance Charge", subject to further increase(s) as provided in
said Paragraph 42nd (c) of the Lease.


 


(g)   Tenant's minimum snow removal charge as
indicated in clause (ii) of Paragraph 42nd (c) of the Lease shall be increased
to be as set forth on Schedule A at the caption "Minimum Snow Removal Charge",
subject to further increase(s) as provided in said Paragraph 42nd (c) of the
Lease.


 


(h)   Tenant's minimum insurance charge as
indicated in clause (iii) of Paragraph 42nd (c) of the Lease shall be increased
to be as set forth on Schedule A at the caption "Minimum Insurance
Charge", subject to further increase(s) as provided in said Paragraph 42nd
(c) of the Lease.


 

















 


 


(i)    Paragraph 52nd (d) of the
Lease is hereby modified by adding to the end of the first (1st)
sentence of clause (i) thereof, the following exception: “except such
discrete amounts of motor oil and fuel which are held in the gas and fuel tanks
of the cars brought in the demised premises (i..e.., which are incidental to
the operation of such cars, and for no other purpose, it being understood that
no storage or filling tanks or vehicles of any kind or size whatsoever are
permitted an or at the demised premises).”


 


3.          Landlord
shall perform the work (“Landlord’s Work”) set forth on Schedule B in the
Additional Space in accordance with the provisions of Schedule B attached
hereto and made a part hereof.  In all
other respects, Tenant accepts the Additional Space in “as-is” condition, in
all respects as of the date hereof.


 


4.          Tenant
shall deposit with the Landlord the sum set forth on Schedule A at the caption “Additional
Security” in two (2) equal installments as set forth below, by checks
subject to collection to be held together with the amount of security to be
transferred from the License Agreement pursuant to Paragraph 7 hereof, as additional
security under the provisions of Paragraph 32 of the Lease, increasing the
security deposit with Landlord presently in the amount set forth in Schedule “A”
at the caption “Existing Security” to the total amount set forth in Schedule A
at the caption “Total Security”. The Additional Security shall be deposited in
two (2) equal installments as follows: $36,333.41 upon the execution of
this Amendment; and the balance thereof in the sum of $36,333.41 by December 31,
2006.


 


5.          If
Landlord is unable or fails to give possession of the Additional Space or any
part thereof on any particular date for any reason, including, without
limitation, the holding over by the present occupant of any part thereof, if
any, Landlord shall not be subject to any liability for failure to give
possession on any particular date, and neither the validity of the Lease nor
this Amendment shall be impaired under such circumstances, except the rent
payable hereunder shall be equitably abated on a pro-rata basis. Accordingly,
Tenant hereby waives the provisions of Section 223-a of the Real Estate
Property Law of the State of New York and agrees that the provisions of this
paragraph are intended to constitute “an express provision to the contrary”
within the meaning of Section 223-a.


 


6.          Tenant
represents and warrants that no broker other than the brokers named in Schedule
“A”, if any, at the caption “Broker” was involved in this Amendment to Lease.
Tenant agrees to indemnify, defend, and hold harmless Landlord from any and all
costs, expenses, and liability including legal fees incurred by Landlord as a
result of a breach of the aforementioned warranty or any inaccuracy or alleged


 

















 


 


 inaccuracy of the above representation
Landlord shall pay any such broker so named in Schedule A under a separate
agreement.


 


7.          Effective
as of  the Inclusion Date, that certain
license agreement dated December, 2005 (the “License Agreement”) between the
parties hereto regarding the use of a portion of the Additional Space
consisting of approximately 34,000 square feet of space is hereby terminated
(except that Landlord’s right to bill for and collect any outstanding amounts
thereunder shall survive the termination thereof). Automatically on the
termination of the License Agreement, the security deposit of $22,666.67 (the “Transferred
Security”) being held by Landlord in its present capacity as Licensor  thereunder, shall be transferred and utilized
as part of the security deposit required under the Lease, as modified by this
Amendment to Lease.


 


8.          Subject to the applicable provisions of the Lease,
including, without limitation, the provisions of Paragraph 66th thereof, and
the provisions set forth below, Tenant shall have the right to install at
Tenant’s sole cost and expense, exterior signage at a location adjacent to the
demised premises, subject to:


 


i.                                     Landlord’s approval of the location,
size, lettering, coloring, design, composition and method of affixation, which
shall not be unreasonably withheld or delayed;


 


ii.                                  Tenant, at Tenant’s sole cost and expense,
procuring, obtaining and thereafter

maintaining all necessary municipal and/or governmental approvals, consents and
permits required for the installation thereof from the Town of Oyster Bay and
from any other governmental agency or municipality having jurisdiction
thereover;


 


iii.                                Tenant maintaining same in good order, condition and
repair throughout the term of the Lease;


 


iv.                                 Such exterior signage, in no event, being more
prominent than any similar exterior signage on the Property; and


 


v.                               Tenant, at Tenant’s sole cost and
expense, removing same at the expiration or sooner termination of the term of
the Lease, and restoring the affected areas of the Property to its condition
existing immediately prior to such installation, reasonable wear and tear excepted.


 


9.          Subject
to the provisions of Paragraph 66th of the Lease, Tenant, at Tenant’s sole cost
and expense, shall have the right to: (i) install a secured conduit
through the United Refrigeration space at a location to be approved by Landlord
(which approval shall not be unreasonably withheld or delayed) beneath the roof
deck of the building in connection with Tenant’s installation of a coordinated
security system (ADT) for both wings ofthe demised premises; and (ii) install
fencing in the rear of the Property provided no other tenant’s or occupant’s
ability to access its premises and/or loading docks and/or ability to make
turns is adversely affected, and provided further in each instance (as to the
work to be performed under clauses (i) and (ii) that Tenant shall be
solely responsible


 

















 


 


for
the design, engineering, installation, repair, care, maintenance and safety
thereof and each such installation shall be considered to be an Alteration for
the purposes of Paragraph 66th of the Lease with all requisite requirements
contained therein.


 


10.         Except as modified by this Amendment to
Lease, all of the ‘remaining provisions of the Lease are ratified and approved
and shall continue in full force and effect.


 


11.         This Amendment to Lease shall not be
binding on Landlord unless and until both Landlord and Tenant shall have
executed this Amendment and a duly executed original thereof is delivered to
each of the respective parties herein.


 


IN
WITNESS WHEREOF, Landlord and Tenant have signed this Amendment to Lease as of
the date first-written above.


 


	
   

  	
  LONG
  ISLAND INDUSTRIAL GROUP ONE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Managing Member

  



 


	
   

  	
   

  	
   

  	 

	
   

  	
  AMERICAN
  DEFENSE SYSTEMS, INC.

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  
	
   

  	
   

  	
  Thomas
  F. Cusack

  
	
   

  	
   

  	
  VP,
  Corporate Counsel, Secretary

  
					



 

















 


 


SCHEDULE "A" TO AMENDMENT TO LEASE


 


	
  LANDLORD:

  TENANT: 

  	
   

  	
  LONG ISLAND INDUSTRIAL GROUP
  ONE LLC

  AMERICAN DEFENSE SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PURPOSE OF AMENDMENT: 

  	
   

  	
  Additional Space and Extension of Term.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LEASE:

  	
   

  	
  Dated September 23, 2004 (the "Lease")

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXISTING PREMISES: 

  	
   

  	
  Premises (i.e., Unit C) demised under the Lease at
  the Building

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BUILDING: 

  	
   

  	
  230 Duffy Avenue, Hicksville, NY 11801

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDITIONAL SPACE:

  	
   

  	
  Substantially as shown on the attached sketch

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NEW TENANT PERCENTAGE: 

  	
   

  	
  64.0%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MINIMUM COMMON AREA MAINTENANCE CHARGE: 

  	
   

  	
  $38,750.00 per annum

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MINIMUM SNOW REMOVAL CHARGE:

  	
   

  	
  $7,750.00 per annum

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MINIMUM INSURANCE CHARGE:

  	
   

  	
   $11,625.00
  per annum

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ADDITIONAL SECURITY:

  	
   

  	
   $72,666.82

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   EXISTING
  SECURITY: 

  	
   

  	
  $20,399.85

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRANSFERRED SECURITY: 

  	
   

  	
  $22,666.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL SECURITY: 

  	
   

  	
  $115,733.34

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  INCLUSION DATE:

  	
   

  	
   June I, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NEW EXPIRATION DATE:

  	
   

  	
  September 30, 2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BROKER:

  	
   

  	
   

  	
   

  



 

















 


 


ANNUAL RENTAL RATE


 




	
  TERM

  	
   

  	
  MONTHLY

  	
   

  	
  ANNUALLY

  






 




	
  6/1/2006 to 9/30/2006

  	
   

  	
  $

  	
  49,922.92

  	
   

  	
  $

  	
  599,075.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/1/2006 to 9/30/2007

  	
   

  	
  $

  	
  51,408.33

  	
   

  	
  $

  	
  616,900.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/1/2007 to 9/30/2008

  	
   

  	
  $

  	
  52,958.33

  	
   

  	
  $

  	
  635,500.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/1/2008 to 9/30/2009

  	
   

  	
  $

  	
  54,508.33

  	
   

  	
  $

  	
  654,100.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/1/2009 to 9/30/2010

  	
   

  	
  $

  	
  56,187.50

  	
   

  	
  $

  	
  674,250.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/1/2010 to 9/30/2071

  	
   

  	
  $

  	
  57,866.67

  	
   

  	
  $

  	
  694,400.00

  






 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LONG ISLAND
  INDUSTRIAL GROUP ONE LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Managing Member

  
					



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN DEFENSE SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Thomas F. Cusack

  
	
   

  	
   

  	
   

  	
  Vice President, Corporate Counsel, Secretary

  
					



 


 


 

















 


SCHEDULE “B” 

LANDLORD’S  WORK CRITERIA
 AMERICAN  DEFENSE SYSTEMS. INC.

5-30-06


 


Tenant
acknowledges and agrees to accept the Additional Space in its “as is”  condition
in all respects as of the date hereof, except for “Landlord’s Work..” Landlord’s
work shall mean  and be strictly limited to the
construction as indicated on the plans attached to this lease (if applicable)
and made part of thereof and as described below. In the event of a discrepancy
between the plan and this work letter, the work letter shall take precedence.
Landlord, at Landlord’s expense, shall initially (one time only) perform
Landlords work within the Additional Space premises in a building standard
manner utilizing building standard materials (or equivalent) and labor selected
by Landlord.


 


1.
Utility service to demised Premises:


 




	
  a.

  	
   

  	
  Electric

  	
   

  	
  Individually
  metered service.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  Gas

  	
   

  	
  Individually
  metered and sized to satisfy requirements for heating.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  Sanitary

  	
   

  	
  4—inch sanitary
  pipe.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  Utility Services  

  	
   

  	
  Landlord to
  connect electric and gas services to Tenants existing meters.

  






 


2.          Remove all debris from premises. Premises to be left
in broom clean condition.


 


3.   Landlord
to Construct one (1) demising wall and Remove one (1) interior wall as  per
attached plan hereto.


 


4.   Landlord
to deliver loading doors in working order.


 


5.   Existing
systems to be delivered in working order.


 


6.          Landlord
is not responsible for telephone, computer, data or communication wiring and
all associated conduit and equipment required for such. Landlord is not responsible for the wiring or
connecting of Tenants equipment unless noted above. Elimination of one or all
of the items of work listed above will not constitute a credit.


 


Landlord’s
Work shall be deemed substantially completed  notwithstanding the fact that (I) minor or
insubstantial details of construction, mechanical adjustment or denotation
remain to be performed or (II) portions of Landlord’s Work have not been
completed because under good construction scheduling, such work should not be
done until after still incomplete finishing or other work to be done by Tenant
is completed.. If the substantial completion of Landlord’s Work shall be
delayed due to any act or omission of Tenant or its employees, agents or
contractors (including but not limited to any  delays due to
any additional work that Tenant authorizes the Landlord to perform) or  the inclusion in Landlord’s work of any
work that is long-lead in nature, then, the substantial completion of Landlords
Work shall be deemed to have occurred on the date when Landlord’s Work would
have been substantially completed but for
said delay.


 


Any
additional work that Tenant authorizes the Landlord to perform will be at the
sole cost and expense of the Tenant and will include a fee of 21% of the actual
cost to the Landlord for the Landlord’s supervision and overhead. Tenant will
execute a Work Authorization Form prepared by the Landlord and issue a
check for the full amount of the cost of such work (including 21%) PRIOR to the
Landlord performing any such work. Failing the execution of such Work
Authorization Form and payment Landlord shall perform only such work as is
presently shown en this Schedule B. However, nothing contained herein shall
obligate Landlord to perform any such additional work absent Landlord agreeing
to do so.