Unassociated Document


    Exhibit
      10.1

    


    LEASE
      AGREEMENT

    


    


    THIS
      LEASE , made as of the
      16th day of January, 2008, by and between DANSVILLE PROPERTIES, LLC, a
      New York limited liability company with offices at 9431 Foster Wheeler Road,
      Dansville, New York 14437 (hereinafter called the “Landlord”), and AMERICAN MOTIVE POWER, INC., a
      Nevada Corporation, with offices at 9431 Foster Wheeler Road, Dansville, New
      York 14437 (hereinafter called “Tenant”).

    


    WITNESSETH:

    


    SECTION
      1: DEMISED
      PREMISES

    


    1.1           (a)           Landlord
      hereby leases to Tenant and Tenant hereby takes from Landlord, for the term
      and
      upon the terms, covenants and conditions set forth in this Lease, the following
      portions of the parcel of land having an area of approximately 76 acres (the
      “Property”) and buildings thereupon owned by Landlord (the “Building”) located
      at 9421 Foster Wheeler Road, Town of North Dansville, Livingston County, New
      York:

     

    
      	
               

            	
              (1)

            	
              manufacturing
                space known as Bays 3, 4, 5 and 6, along with the component room
                attached
                to Bay 3 (having a total area of approximately 236,663 square
                feet);

            


    

     

     

    
      	
               

            	
              (2)

            	
              receiving
                building (having an area of approximately 6,940 square
                feet);

            


    

     

     

    
      	
               

            	
              (3)

            	
              first-floor
                office space (having an area of approximately 8,867 square feet)
                (combined
                for a total of approximately 252,470 square feet of the Building);
                along
                with;

            


    

     

     

    
      	
               

            	
              (4)

            	
              railroad
                spurs 3-1, 3-2, 6-1, 6-2, 6-3, 6-4, 6-5;
                and

            


    

     

     

    
      	
               

            	
              (5)

            	
              certain
                areas of the Property which are adjacent to the Building or railroad
                spurs
                and which are marked “AMP Only Area” on the map attached hereto as Exhibit
                “A”, subject, however, to the right of Landlord for reasonable access
                over
                the “AMP Only Area” for the purpose of conducting maintenance
                operation.;

            


    

     

    the
      dimensions and location of which are shown on the map attached hereto as Exhibit
      “A” and made a part hereof, together with all rights, privileges, easements and
      appurtenances belonging thereto (the “Demised Premises”).

    


    (b)           Tenant
      shall have the right to use in common with Landlord and any other tenants in
      the
      Building certain areas of the Building (the “Building Common Areas”) shown on
      Exhibit “A” attached hereto. The Building Common Areas include the main entrance
      lobby, common access to production areas, and common facility loading/shipping
      dock as required.  Tenant’s use of the Building Common Areas shall be
      subject to the rules and regulations adopted by Landlord as provided in Section
      28.11 hereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        
    1.2           Tenant
        shall have the right to use in common with Landlord and any other tenants
        on the
        Property certain areas of the Property (the “Exterior Common Areas”) shown on
        Exhibit “A” attached hereto.  The parking areas, driveways, landscaped
        areas, entrances and exits, and all other areas on the Property which are
        designated as Exterior Common Areas on Exhibit “A” hereto, are for the common
        use and benefit of Landlord and its tenants. The Exterior Common Areas include
        the main parking lot and the additional access road as needed, as well as
        all
        railroad track outside of the Building excluding those sections of track
        leased
        exclusively to Tenant which are enumerated in Section 1.1 above, provided
        that
        Tenant’s right to access portions of the railroad track included in the Exterior
        Common Areas shall not include the right to store locomotives on certain
        tracks
        marked on Exhibit A as “No Rail Storage”.  Landlord hereby gives and
        grants unto Tenant an easement over, on, and through the parking areas adjacent
        to the Demised Premises, for ingress and egress to and from the Demised Premises
        and for parking, the same to be used and enjoyed by Tenant, its invitees,
        customers, and the general public, together with and subject to the rights
        granted from time to time by Landlord to other tenants and occupants of
        Landlord’s premises. Landlord may, at any time and from time to time, construct
        any new structures upon the Exterior Common Areas and make any changes in
        the
        plan, layout, design, area or size of the Exterior Common Areas which it,
        in its
        sole and exclusive discretion, may deem advisable, provided that any such
        structures or changes do not materially interfere with Tenant’s access to or use
        of the Demised Premises. Landlord may at any time close a portion of the
        Exterior Common Areas to make repairs or changes therein or to effect
        construction, repairs or changes to the Property, to prevent the acquisition
        of
        public rights in such areas, or to discourage non-tenant
        parking.  Tenant’s use of the Exterior Common Areas shall be subject
        to the rules and regulations adopted by Landlord as provided in Section 28.11
        hereof. (The Building Common Areas and the Exterior Common Areas are sometimes
        hereinafter collectively referred to as the “Common Areas.”)

    

    


    SECTION
      2: LANDLORD’S
      WORK

    


    2.1           Tenant
      hereby accepts the Demised Premises in its current “As-Is” condition and
      acknowledges that Landlord has made no representations or warranties, express
      or
      implied, with respect to the condition of the Demised Premises, or its
      suitability for the conduct of Tenant’s business other than that Landlord will
      provide a “dry shell” for Tenant’s use.  Notwithstanding the above,
      Landlord agrees to perform the work and install the improvements described
      in
      Exhibit “B” attached hereto and made a part hereof (“Landlord’s
      Work”).  The timeframe for the performance of Landlord’s Work shall be
      at Landlord’s discretion within the timeframes set forth on Exhibit “B” and
      Landlord shall perform the Landlord’s Work in such a manner as to minimize the
      effect on Tenant’s operations as much as reasonably possible.

    


    SECTION
      3: TERM

    


    3.1           The
      term of this Lease shall be for a period of approximately seven (7) years,
      commencing on January 16, 2008 (the “Commencement Date”) and expiring on
      December 31, 2014 (the “Expiration Date”) (or until such term shall sooner cease
      or expire) (the “Initial Term”).

    


    3.2           Tenant
      is hereby granted the option to renew this Lease for two (2) successive periods
      of five (5) years each following the Initial Term (the “Renewal Terms”) upon the
      same terms, covenants and conditions (except the clauses relative to rent and
      renewal), provided that at the date of exercise of said option to renew and
      at
      the date of commencement of the applicable Renewal Term there is no default
      by
      Tenant beyond any applicable cure period, and provided further that

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      Tenant
        shall exercise said option to renew by written notice to Landlord not less
        than
        one (1) year prior to the Expiration Date, with respect to the first Renewal
        Term, and not less than one (1) year prior to the expiration of the current
        Renewal Term, with respect to the subsequent Renewal Terms.

    

    


    3.3           The
      term “Lease Year” shall mean each twelve (12) month period beginning on the
      first day of the term of this Lease and each yearly anniversary thereafter,
      provided the commencement of the term of this Lease is on the first day of
      the
      month.  If the term of this Lease commences on any other day than the
      first day of the month, then the Lease Year shall begin on the first day of
      the
      month following the end of the month during which the term of this Lease
      commences.  Any period prior to the first Lease Year or any period
      subsequent to the last Lease Year within the term of this Lease shall be
      adjusted with respect to rent or any other matter provided in this Lease in
      which the Lease Year is a factor.

    


    SECTION
      4: RENT

    


    4.1           Tenant
      covenants and agrees to pay to Landlord, in lawful money of the United States,
      at the office of Landlord as above set forth or at such other place as Landlord
      may designate by written notice to Tenant, without any prior demand and without
      any setoff or deduction whatever, rental for the Demised Premises in the annual
      amounts specified in Section 4.2 below payable in equal monthly installments
      in
      the monthly amounts specified in Section 4.2 below in advance on the first
      day
      of each month during the term of this Lease.  Tenant agrees to pay
      Landlord on the Commencement Date for the pro rata portion of the monthly rent
      for the period between the Commencement Date and the last day of the month
      in
      which the Commencement Date occurs.

    


    4.2           Rent
      during the Initial Term shall be payable as follows:

     

    
      
        	 	
                Year

              	 	
                Annual
                  Rent

              	 	
                Monthly
                  Rent

              
	 	 	 	 	 	 
	 	
                1

              	 	
                $378,705.00

              	 	
                $31,558.75

              
	 	
                2

              	 	
                $631,175.00

              	 	
                $52,597.92

              
	 	
                3

              	 	
                $631,175.00

              	 	
                $52,597.92

              
	 	
                4

              	 	
                $820,527.50

              	 	
                $68,377.29

              
	 	
                5

              	 	
                $946,762.50

              	 	
                $78,896.88

              
	 	
                6

              	 	
                $946,762.50

              	 	
                $78,896.88

              
	 	
                7

              	 	
                $946,762.50

              	 	
                $78,896.88

              


      

      


    

    4.3           Rent
      during each of the Renewal Terms shall be payable as follows:

     

    
      
        	 	
                Renewal
                  Term

              	 	
                Annual
                  Rent

              	 	
                Monthly
                  Rent

              	 
	 	 	 	 	 	 	 
	 	
                1

              	 	
                $795,280.50

              	 	
                $66,273.38

              	 
	 	
                2

              	 	
                $835,675.70

              	 	
                $69,639.64

              	 


      

    4.4           In
      the event any installment of rent or additional rent is not paid within five
      (5)
      days after it becomes due, a late fee equal to five percent (5%) of the late
      amount shall be charged and shall be payable with such late payment as
      additional rent.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    SECTION
      5: USE

    


    5.1           Tenant
      may only use and occupy the Demised Premises for the purpose of repairing,
      remanufacturing and rebuilding of locomotives and locomotive engines, as well
      as
      providing related goods and services to the railroad industry, and providing
      engineering or maintenance services for the wind power industry (the “Business”)
      and related ancillary uses, and for no other purpose.

    


    5.2           Tenant
      shall not, without Landlord’s permission, use or allow upon the Demised Premises
      anything, other than uses described in Section 5.1, which will invalidate any
      policy of insurance now or hereafter carried on the Property or on any of the
      contents thereof, or which may be dangerous, or which will cause an increase
      in
      the rate of fire insurance on the Property or contents of any of the other
      tenants or occupants at the Property; if Landlord grants said permission it
      shall be solely on the condition that Tenant will pay on demand any increase
      in
      insurance premiums on the  Property or on the contents of the Property
      resulting from said use; nor shall Tenant place any weight upon the floors
      which
      shall exceed the weight-bearing capacity of the floors; nor permit any
      unreasonable noise; nor permit any unreasonable odors to be emitted; nor do
      or
      permit anything tending to create a nuisance or to unreasonably disturb any
      other tenant or the occupants of neighboring property.

    


    5.3           While
      Tenant does not currently believe it will be necessary to do so, Tenant reserves
      the right to install, at Tenant’s sole cost and expense, portable office
      structures within or immediately adjacent to Bays 3,4,5 or 6, as needed, within
      the area marked “AMP Only Area” on Exhibit “A”.

    


    


    SECTION
      6: REAL ESTATE
      TAXES

    


    6.1           Tenant
      agrees to pay directly to the taxing authorities, all Taxes assessed against
      the
      Demised Premises.  Upon receipt of a tax bill from the local taxing
      authority, Landlord shall furnish a copy of such tax bill to
      Tenant.  Tenant agrees to pay to the taxing authorities the amount of
      Taxes due, in the form of a check payable to the applicable taxing authority,
      no
      later than thirty (30) days after receipt by Tenant of the above invoice, or
      five (5) days prior to the due date for such tax bill, whichever date is
      earlier.  The term “Taxes” means all real property taxes, assessments,
      embellishments, sewer and water taxes and charges, general and special, ordinary
      and extraordinary, unforeseen as well as foreseen governmental levies of any
      kind or nature whatever (hereinafter referred to as “Taxes”) assessed, levied,
      confirmed, imposed or which become a lien upon the land, building and
      improvements comprising the Demised Premises for and in respect of any tax
      period during the term of this Lease.  Tenant agrees to pay the amount
      of Taxes assessed against the Demised Premises as determined by the local taxing
      authority.  In the event the local taxing authority does not
      separately assess Taxes against the Demised Premises, then the amount of Taxes
      shall be determined in good faith by Landlord and Tenant based upon the assessed
      value of the buildings, improvements and land comprising the entire tax account
      of which the Demised Premises are a part.

    


    6.2           Anything
      herein contained to the contrary notwithstanding, Landlord agrees that Tenant
      shall have the right to contest the amount or legality of any Taxes which it
      is
      obligated to pay, and the right to make application for the reduction thereof
      or
      of any assessment upon which the

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

      same
        may
        be based, but this shall not be deemed or construed in any way as releasing
        or
        discharging Tenant’s covenant to pay such Taxes.  Landlord shall, at
        the request of Tenant, join in any such proceedings or applications; provided
        that Tenant agrees to indemnify Landlord against all liabilities, damages,
        costs
        and expenses, including counsel fees, in connection therewith, and all such
        proceedings and applications shall be without cost or expense or liability
        to
        Landlord.  If Tenant shall contest the amount or legality of any such
        imposition, or make application for the reduction thereof, or of any assessment
        upon which the same may be based, the time within which Tenant shall be required
        to pay the same shall be extended until such contest or application shall
        have
        been finally determined (including all appeals with respect thereto), but
        only
        if such legal proceedings or such action as Tenant may and does take in
        connection therewith shall operate to prevent or stay the collection of the
        imposition so contested and the sale of the Demised Premises, or any part
        thereof, to satisfy the same.  Tenant agrees that it will prosecute
        any such contest or application with due diligence and that it will, within
        thirty (30) days after final determination thereof (including all appeals
        with
        respect thereto), pay the amount of such Taxes which may have been the subject
        of such contest or application as so determined, together with any interest
        and
        penalties, costs and charges which may be payable in connection therewith;
        provided, however, that if at any time payment of the whole or any part of
        the
        amount so contested shall be necessary in order to prevent a sale or forfeiture
        of the Demised Premises or any part thereof or interest therein because of
        the
        non-payment of such imposition, then Tenant shall be obligated at all times
        to
        protect the title and interest of Landlord in the Demised Premises, including
        all buildings, improvements and equipment thereon, against any forfeiture
        or
        loss resulting from the nonpayment of any Taxes or any penalties, costs of
        charges in connection therewith.

    

    


    6.3           Nothing
      herein contained shall require Tenant to pay municipal, state or federal income,
      excess profits, revenue or excise taxes assessed against or imposed upon
      Landlord, or municipal, state or federal capital levy, capital stock, estate,
      succession, inheritance, devolution, transfer or gift taxes of Landlord, or
      corporation franchise taxes imposed upon any corporate owner of the fee (or
      undivided interest(s) in the fee) of the Demised Premises, or any other taxes
      of
      a similar nature which are or may become payable by Landlord or which may be
      imposed against Landlord or against the rent payable hereunder or upon the
      income or profits of Landlord by reason of any law now in force or hereafter
      enacted.

    


    SECTION
      7: TENANT’S PRO RATA SHARE OF
      OPERATING CHARGES

    


    7.1           (a)           During
      the term of this Lease, Tenant shall pay to Landlord as additional rent its
      pro
      rata share of “Operating Charges” including premiums for fire, casualty, rent
      and liability insurance maintained by Landlord with respect to the Property,
      and
      Landlord’s costs for the maintenance and general repair of the Common Areas
      pursuant to Section 11.3 (collectively, “Operating Charges”).

    


     

    (b)           The
      following costs and expenses shall not be included as Operating
      Charges:

     

     

    
      	
               

            	
              (i)

            	
              Executives'
                salaries above the grade of building
                manager;

            


    

     

     

    
      	
               

            	
              (ii)

            	
              Cost
                of repairs or replacements incurred by reason of fire or other casually
                or
                condemnation to the extent Landlord is compensated therefor by
                insurance;

            


    

     

     

    
      	
               

            	
              (iii)

            	
              Advertising
                and promotional expenditures;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (iv)

            	
              Depreciation
                costs;

            


    

     

     

    
      	
               

            	
              (v)

            	
              Brokerage
                commissions;

            


    

     

     

    
      	
               

            	
              (vi)

            	
              Landlord's
                income taxes;

            


    

     

     

    
      	
               

            	
              (vii)

            	
              Refinancing
                costs, mortgage interest and amortization (except as otherwise provided
                herein);

            


    

     

     

    
      	
               

            	
              (viii)

            	
              Legal
                or consulting fees of any kind, other than those expenses incurred
                for the
                general benefit of the Building's
                tenants;

            


    

     

     

    
      	
               

            	
              (ix)

            	
              Costs
                incurred in selling, syndicating, financing, mortgaging or hypothecating
                any of Landlord's interests in the Building or the
                Property;

            


    

     

     

    
      	
               

            	
              (x)

            	
              Costs
                incurred in removing toxic or hazardous materials (as defined in
                this
                Lease) from the Building or Property which occur or exist through
                no fault
                of Tenant;

            


    

     

     

    
      	
               

            	
              (xi)

            	
              Debt
                service payments;

            


    

     

     

    
      	
               

            	
              (xii)

            	
              Costs
                associated with remedying any latent defects in the construction
                of the
                Building's roof, foundation, or
                walls;

            


    

     

     

    
      	
               

            	
              (xiii)

            	
              Costs,
                fines or penalties imposed upon Landlord for violating any law, rule
                or
                regulation, or for breaching its obligations under any lease;
                and

            


    

     

    
      	
               

            	
              (xiv)

            	
              Costs,
                lines or penalties imposed upon Landlord as a result of late or delinquent
                payments (unless such costs, fines or penalties are imposed as a
                result of
                Tenant’s failure to perform its obligations
                hereunder).

            


    

     

    


    (c)           An
      estimate of Tenant’s pro rata share of the Operating Charges for the period
      ending December 31, 2008 is set forth in Exhibit “C”.  Notwithstanding
      paragraph (d) of this Section 7.1, Tenant shall pay, as additional rent, the
      amounts set forth in Exhibit “C” in equal monthly installments commencing on the
      first day of the month following the Commencement Date through and including
      December 1 of that year.

    


    (d)           On
      or before January 1 of each succeeding calendar year during the term of this
      Lease, Landlord shall prepare and send to Tenant an estimate of Tenant’s pro
      rata share of the Operating Charges for the ensuing calendar
      year.  Tenant shall pay that amount as Additional Rent in twelve equal
      monthly installments commencing January 1 of each year to and including December
      1 of that year.

    


    (e)           If
      Landlord fails to prepare and send to Tenant an estimate of Tenant’s pro rata
      share of the Operating Charges for any calendar year on or prior to January
      1:  (i) Tenant shall continue to pay each month an amount equal to the
      Operating Charges paid for the prior calendar year; and (ii) Landlord shall
      prepare and send to Tenant an estimate as soon thereafter as
      feasible.  Tenant shall, on the first day of the month following
      receipt of the estimate, pay as additional rent Tenant’s pro rata share of the
      Operating Charges in equal monthly payments over the remainder of

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

      the
        calendar year plus (in lump sum) any amount equal to the short-fall, if any,
        in
        the Operating Charges due for preceding months of that calendar
        year.

    

    


    (f)           Within
      ninety days after the expiration of each calendar year during the Lease Term,
      Landlord shall determine Tenant’s actual pro rata share of the Operating Charges
      for that year. Should Tenant’s actual pro rata share of the Operating Charges
      for the prior calendar year exceed the estimate, Tenant shall pay the excess
      on
      demand.  Should Tenant’s actual pro rata share of the Operating
      Charges for the prior calendar year be less than the estimate, Landlord shall
      credit such excess against Tenant’s pro rata share of the estimated Operating
      Charges for the next calendar year or, at Landlord’s option, shall remit such
      excess to Tenant.  In the event that the Expiration Date is a date
      other than December 31, Tenant’s pro rata share of the Operating Charges for the
      calendar year in which the Expiration Date occurs shall be based on the estimate
      for the entire calendar year in which the Expiration Date occurs, prorated
      to
      the Expiration Date, and no annual adjustment shall be made.

     

    (g)     Tenant’s
      pro rata share for purposes of computing Operating Charges shall be 52.7
      percent.

    


    (h)     Notwithstanding
      the foregoing, it is agreed that with regard to Controllable Expenses
      (hereinafter defined), Tenant's obligation to pay any increases in Controllable
      Expenses for any year of the Term of this Lease, shall be limited to an increase
      of ten percent (10%) per year (the “Cap”) from the amount paid with respect to
      Controllable Expenses for the immediately preceding year; provided, however,
      that if any such increase in Controllable Expenses is less than the maximum
      amount that Controllable Expenses could have increased pursuant to the foregoing
      applicable Cap (the difference between the maximum amount that such Controllable
      Expenses could have increased and the amount that they did in fact increase
      is
      referred to herein as the "Unused Cap"), then the Unused Cap shall be applied
      to
      increase the Cap that is applicable to the year in question and for all
      subsequent years until all Unused Cap amounts arc exhausted. Furthermore, the
      Unused Cap for all years shall be cumulated and be applied to increase the
      Caps
      applicable to all subsequent years in the Term of the Lease. It is the intention
      of this provision that the Cap provided with respect to Controllable Expenses
      be
      a “cumulative cap.”  The term "Controllable Expenses" shall mean all
      Operating Charges, except (1) Taxes, (2) premiums for insurance required to
      be
      maintained by Landlord under the Lease, (3) the cost of jointly metered
      utilities provided to the Building, and (4) expenses incurred in order to comply
      with the requirements of a governmental authority or applicable law or
      regulation.

    


    


    SECTION
      8:
      INSURANCE

    


    8.1           Tenant
      shall carry, at its own expense, and shall cause each of its contractors and
      subcontractors to carry, public liability insurance with coverage of at least
      $3,000,000/$5,000,000 personal injury and $1,000,000 property damage insurance
      for the benefit of Landlord and Tenant and the Livingston County Industrial
      Development Agency.  In addition, each such insurance policy shall
      contain a contractual liability endorsement specifically covering the
      indemnities set forth in this Lease.  Tenant shall also cause each of
      its contractors and subcontractors to carry workers’ compensation insurance and
      any other forms of insurance with respect to their employees required by
      law.  A certificate of insurance for the above policies shall contain
      an endorsement by the insurance company agreeing to give Landlord, Livingston
      County Industrial Development Agency and Landlord’s lender thirty (30) days’
written notice before canceling or modifying the coverage for

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      any
        reason.  Should the Tenant fail to pay the premium on said policies,
        Landlord may pay the same and charge the cost thereof, together with interest
        thereon at the rate of eighteen percent (18%) per annum (or such lesser rate
        of
        interest as may be the maximum permitted by applicable law) from the date
        of
        such payment, to the Tenant as additional rent on the next rental payment
        date.

    

    


    8.2           All
      insurance required of Tenant by this Lease shall be procured and maintained
      in
      financially sound and generally recognized responsible insurance companies
      licensed to do business in the State of New York.  All insurance
      required by this Lease may be provided under Tenant’s blanket policies from time
      to time in effect.  A certificate of insurance for the policies
      required pursuant to Section 8.1 above shall be delivered to Landlord on the
      date upon which Tenant occupies the Demised Premises for any reason, but in
      no
      event later than the Commencement Date.  Tenant shall thereafter on
      each anniversary of the Commencement Date deliver to Landlord a new certificate
      dated no more than thirty (30) days prior to the date of delivery to Landlord
      reciting that the policies required by Section 8.1 are in full force and
      effect.  Prior to the expiration of any such policy, Tenant shall
      furnish Landlord evidence that the policy has been renewed or
      replaced.

    


    8.3           Landlord
      shall maintain during the term of this Lease a policy or policies of insurance
      insuring the Building against loss or damages due to fire and other casualties
      covered within the classification of fire and extended coverage (e.g., wind,
      hail, vehicles, explosions and/or smoke) and all risk perils in amounts
      commercially reasonable for this type of Building.

    


    SECTION
      9: ALTERATIONS AND TITLE TO
      IMPROVEMENTS

    


    9.1           Tenant
      shall not make any changes, alterations, additions or improvements
      (“Alterations”) to the Demised Premises, other than (a) to install fencing at
      the borders of the Demised Premises as it deems necessary to provide secure
      work
      areas for its employees and secure storage areas for its assets; and (b) to
      install, at Tenant’s sole cost and expense, portable and/or temporary office
      structures within or adjacent to Bays 3, 4, 5 and 6 as needed, within the area
      marked “AMP Only Area” on Exhibit “A”; unless Tenant has first obtained
      Landlord’s written consent to any such Alterations, which consent shall not be
      unreasonably withheld, conditioned or delayed.

    


    9.2           All
      Alterations made by Tenant shall remain the property of Tenant during the term
      of this Lease, and, except as provided below, shall become the property of
      Landlord upon termination of this Lease, at no expense to Landlord, and shall
      remain upon and be surrendered with the Demised Premises, as part thereof,
      at
      the expiration or termination of this Lease, unless Landlord had required at
      the
      time it had consented to such Alterations (as provided in Section 9.1 hereof)
      that Tenant remove such Alterations at the expiration or termination of this
      Lease, then Tenant shall so remove any such Alterations and repair any damage
      to
      the Premises caused by such removal and shall restore the Premises to
      substantially the same condition as existed prior to the time such Alterations
      were made to the Demised Premises by Tenant.  Notwithstanding the
      above, Tenant may remove any Alterations from the Premises prior to the
      expiration or termination of this Lease provided Tenant, at its sole cost and
      expense, repairs any damage to the Premises caused by such removal and restores
      the Premises to substantially the same condition as existed prior to the time
      such Alterations were made to the Premises by Tenant.  This covenant
      shall survive the expiration or termination of this Lease.

     

    
      
        
        

      

      
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    SECTION
      10: REPAIRS AND MAINTENANCE –
TENANT

    


    10.1           Tenant
      shall take good care of the Demised Premises, shall keep the Demised Premises
      in
      good and safe operating order and condition and shall not permit any waste,
      environmental or otherwise, to accumulate at the Demised
      Premises.  Tenant shall use and operate the Demised Premises in the
      manner for which it was designed and intended, and shall make all non-structural
      repairs to the interior thereof and to the fixtures and equipment
      therein.  All repairs shall be equal in quality, class and value to
      the original work.  Should any repairs which Tenant is required to
      perform under this Section require any disruption to utilities servicing the
      Building, such as gas, water, electric and communications, then such work may
      only be performed under the direct management and supervision of
      Landlord.  Tenant’s responsibilities for the maintenance and repair of
      certain portions of railroad tracks are set out in Exhibit “C-1” attached
      hereto.  Tenant shall be responsible for repairing any portions of the
      railroad tracks included in the Exterior Common Areas as described in Section
      1.2 hereof to the extent such repairs are required as a result of Tenant’s use
      of such tracks.  Tenant’s responsibilities for the maintenance and
      repair of the overhead cranes within the Demised Premises are set out in Exhibit
      “C-2” attached hereto. Should any work need to be performed by subcontractors,
      those subcontractors, if acceptable to Landlord, will be promptly approved
      by
      Landlord provided they supply to Landlord all required insurance
      verification.  Upon the expiration or other termination of this Lease,
      Tenant shall surrender the Demised Premises and any remaining Alterations made
      by Tenant or Landlord, to Landlord, broom clean and in as good condition as
      prevailed as of the Commencement Date or, with respect to Alterations, as of
      the
      date such Alterations were made, ordinary wear and tear excepted.  In
      the event Tenant fails to surrender the Demised Premises to Landlord in the
      condition required hereunder or to correct any alterations made to the Demised
      Premises, Landlord may cause the same to be done for Tenant, and Tenant agrees
      to pay the cost thereof on demand as additional rent.  The provisions
      of this Section shall survive the termination or expiration of this
      Lease.

    


    10.2           Tenant
      covenants and agrees to keep the Demised Premises safe, clean and to keep the
      Demised Premises free from rubbish at its own expense.  Tenant shall
      not permit any accumulation of trash or garbage at the Demised Premises. Tenant
      agrees to reimburse Landlord, as additional rent, for the cost to Landlord
      of
      removal from the Demised Premises and the Property of any refuse and rubbish
      of
      Tenant in excess of normal waste.

    


    SECTION
      11: REPAIRS AND MAINTENANCE –
LANDLORD

    


    11.1           Tenant
      shall give to Landlord prompt written notice of any damage to, or defective
      condition in, the Demised Premises, the structure of the Building within or
      attached to the Demised Premises, or in any part or component of the overhead
      cranes, plumbing, electrical, heating, air conditioning, or other systems
      serving the Demised Premises or the Building Common Areas.  Landlord
      shall make all replacements, renewals and repairs to the Building Common Areas
      (except for those portions of the Building Common Area that are located within
      portions of the Building leased to other tenants) and to the exterior of the
      Building of which the Demised Premises are a part, whether structural or
      nonstructural, ordinary or extraordinary, foreseen or unforeseen) and to all
      gas, sewer and water laterals connecting the Building to any
      services.

    


    11.2           Landlord
      agrees to maintain the Property and the Exterior Common Areas, and to cause
      the
      parking areas and access and ingress roads to be in good repair and to be
      reasonably free of refuse, ice and snow. Provided that Tenant’s use of the
      common areas is not unreasonably interfered

     

    
      
        
        

      

      
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      with,
        Landlord may deposit accumulated ice and snow on portions of the common areas
        as
        may be necessary under the circumstances.

    

    


    11.3           Operating
      Charges, for purposes of Section 7.1 hereof, shall include all costs incurred
      by
      Landlord in connection with the maintenance, repair, replacement, renewal and
      operation of the Building Common Areas and to the exterior of the Building
      and
      the Property, including all labor costs relating thereto, as required in Section
      11.1 hereof, and all costs incurred in connection with the maintenance, repair
      and operation of the Exterior Common Areas as required in Section 11.2 hereof.
      These expenses include but are not limited to trash removal; landscaping,
      including lawn maintenance and trimming; maintaining, repairing and operating
      any signs for the Building; security; building receptionist; insurance premiums
      for casualty, liability and rent loss insurance; maintaining the over-head
      cranes; removal of snow, ice and debris from the parking areas and access and
      ingress roads; cleaning the Property and the Building; window cleaning; repaving
      and striping the parking areas; repairing and maintaining all curbing and
      sidewalk areas and repair and maintenance of any drainage, sewer or other
      utility systems servicing the Property.

    


    11.4           Notwithstanding
      any other provisions of this Section 11 to the contrary, the costs of any
      repairs or maintenance caused by or resulting from the fault or negligence
      of
      Tenant, its contractors, invitees, agents or employees shall be Tenant’s sole
      responsibility, and shall be paid for by Tenant and shall not be included in
      Operating Charges.  The cost of such repairs shall be billed to Tenant
      by Landlord, and Tenant agrees to reimburse Landlord for the total cost of
      such
      repairs, as additional rent, within ten (10) days after receipt by Tenant of
      an
      invoice from Landlord.  Tenant shall not be entitled to any partial or
      total abatement of rent for periods during which such repairs are required
      to be
      made, whether such repairs are the responsibility of Landlord or
      Tenant.

    


    SECTION
      12: ASSIGNMENT AND
      SUBLETTING

    


    12.1           This
      Lease may not be encumbered or assigned by Tenant other than to an affiliate
      of
      Tenant (provided such affiliate’s use of the Demised Premises does not compete
      with either the Landlord’s or any existing tenant’s use of the Property), and
      the Demised Premises may not be sublet by Tenant, in whole or in part, without
      the prior written consent of Landlord in each instance, which consent shall
      not
      be unreasonably withheld.  This lease may not be assigned by operation
      of law.

    


    12.2           In
      the event Landlord consents to an assignment or sublease of the Demised
      Premises, Tenant shall not be relieved from primary liability for any of its
      obligations hereunder.

    


    SECTION
      13:
      UTILITIES

    


    13.1           Landlord
      agrees to install sub-meters for gas and electric service for the Demised
      Premises.  Upon receipt of the invoices from the utility companies
      servicing the Building, Landlord shall submit to Tenant an invoice for its
      proportionate share of such invoices as indicated on such sub-meters together
      with supporting documentation.  Tenant agrees to pay to Landlord, as
      additional rent, its share of such utilities as shown on the invoices no later
      than five (5) business days after receipt of such invoices from
      Landlord.   Landlord shall not be liable for any failure of a
      utility company or governmental authority to supply such service or for any
      loss, damage or injury caused by or related to such service.

     

    
      
        
        

      

      
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    13.2           Landlord
      reserves the right to interrupt, curtail or suspend the utility services
      furnished to Tenant when the necessity therefor arises by reason of accident,
      emergency, mechanical breakdown, or when required by any law, order or
      regulation of any federal, state, county or municipal authority, or for any
      other cause beyond the control of Landlord.  Landlord shall make
      reasonable efforts to notify Tenant in advance of any such interruption,
      curtailment or suspension of utility services, and shall use reasonable
      diligence to complete all required repairs or other necessary work as quickly
      as
      reasonably possible so that Tenant’s inconvenience resulting therefrom may be
      for as short a period of time as circumstances will reasonably
      permit.  No diminution or abatement of rent or other compensation
      shall or will be claimed by Tenant as a result therefrom, nor shall this Lease
      or any of the obligations of Tenant be affected or reduced by reason of such
      interruption, curtailment or suspension.

    


    SECTION
      14: SIGNS

    


    14.1           Except
      for Tenant’s plan to install a large “American Motive Power” sign on the front
      of the Building in an area approved by a variance from the Town of North
      Dansville for the placement of such sign, Tenant shall neither place nor cause
      to be placed any sign of any kind at, in or about the Property or the Demised
      Premises, including doors and windows, except in such place or places and in
      keeping with such standard as may be designated by Landlord.  Any sign
      approved by Landlord shall conform to and meet all requirements of the proper
      governmental authorities having jurisdiction.  All licenses and
      permits for such signs shall be obtained by Tenant at its sole cost and
      expense.  Tenant shall at all times maintain any signs in good
      condition and repair and shall save Landlord harmless from injury to persons
      or
      property arising from the erection and maintenance of any such
      sign.  Tenant shall at all times maintain any sign or lettering in
      good condition and repair.  Upon the expiration or earlier termination
      of this Lease, Tenant shall remove all signs and repair any damage caused by
      such removal.

    


    SECTION
      15: MECHANIC’S
      LIENS

    


    15.1           Tenant
      shall indemnify and save harmless Landlord against all loss, liability, costs,
      attorney’s fees, damages or interest charges as a result of any mechanic’s lien
      or any other lien filed against the Demised Premises as a result of any act
      or
      omission of Tenant or its agents or employees or as a result of any repairs,
      improvements, alterations or additions made by Tenant or its agents or
      employees.  Tenant shall, within thirty (30) days of the filing of any
      such lien, remove, pay or cancel said lien or secure the payment of any such
      lien or liens by bond or other acceptable security.  In the event
      Tenant fails to so dispose of any such lien, Landlord, at its option after
      thirty (30) days’ written notice delivered to Tenant, may pay the said lien or
      bond it at its discretion without inquiring into the validity thereof and Tenant
      shall forthwith reimburse Landlord for the total expense incurred by Landlord
      in
      discharging or bonding the said lien, together with interest thereon at the
      rate
      of eighteen percent (18%) per annum (or such lesser rate of interest as may
      be
      the maximum permitted by applicable law) from the date of such payment, as
      additional rent hereunder.  Tenant shall have the right, at all times
      and at its own expense, to contest and defend, on behalf of Tenant or Landlord,
      any action involving the cancellation, validity or removal of such lien or
      liens.

    


    SECTION
      16: WAIVER OF
      SUBROGATION

    


    16.1           Landlord
      and Tenant each hereby releases the other, its officers, partners, directors,
      employees and agents, from liability or responsibility to the other or anyone
      claiming through or under them by way of subrogation or otherwise for any loss
      or damage to property covered by valid

     

    
      
        
        

      

      
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      and
        collectible fire insurance with standard extended coverage endorsement, even
        if
        such fire or other casualty shall have been caused by the fault or negligence
        of
        the other party, or anyone for whom such party may be
        responsible.  However, this release shall apply only to loss or damage
        (a) actually recovered from an insurance company and (b) occurring during
        such
        time as the releasor’s fire or extended coverage insurance policies shall
        contain a clause or endorsement to the effect that any such release shall
        not
        adversely affect or impair such policies, or prejudice the right of the releasor
        to recover thereunder.  Landlord and Tenant each agrees that any fire
        and extended coverage insurance policies carried by each of them respectively
        and covering the Demised Premises or their contents will include such a clause
        or endorsement as long as the same shall be obtainable without extra cost,
        or,
        if extra cost shall be charged therefor, so long as the other party pays
        such
        extra cost.  If an extra cost shall be chargeable therefor, each party
        shall advise the other of the amount of the extra cost.

    

    


    SECTION
      17:
      LIABILITY

    


    17.1           Landlord
      and the Landlord’s agents and employees shall not be liable for any and all
      claims for damages to persons and property sustained by Tenant or Tenant’s
      agents, employees, assigns, licensees, concessionaires, invitees or any person
      claiming through said parties resulting from any accident or occurrence in
      or
      upon the Demised Premises, and Tenant waives any and all claims for damages
      to
      person or property sustained by Tenant or Tenant’s agents, employees and
      assignees, unless such damage is caused by or due to the negligence of Landlord
      or Landlord’s agents, employees and invitees.  Said waiver shall
      include, but not be limited to, claims for damage to person or property,
      including product and other contents, resulting from any equipment or
      appurtenance out of repair, defective electrical, heating, mechanical, air
      conditioning, plumbing, sewer, water system or installations or from the
      operation of said equipment or installation, or damage by broken glass, ice,
      water, snow, gas entering the Demised Premises, or for the acts, omissions
      or
      negligence of trespassers.

    


    17.2           Tenant
      shall be liable for any damage to the Demised Premises or property therein
      which
      may be caused by its act or negligence or the acts or negligence of its agents,
      employees, assigns, licensees, concessionaires, invitees or any person claiming
      through said parties and Landlord may, at its option, after the expiration
      five
      (5) business days (or a shorter period if an emergency exists) after receipt
      by
      Tenant of written notice from Landlord of such damage, and Tenant’s failure to
      undertake repair of such damage, repair such damage and Tenant shall thereupon
      reimburse and compensate Landlord as additional rent within thirty (30) days
      after rendition of a statement by Landlord for the total cost of such repair
      and
      damage.  Tenant hereby indemnifies and agrees to defend and hold
      Landlord harmless and free from damages sustained by person or property and
      against all claims of third persons for damages arising out of the use by such
      third party of the Demised Premises and out of Tenant’s use of the Demised
      Premises and the Common Areas and for all damages and moneys paid out by
      Landlord in settlement of any claims or judgments, as well as for all expenses
      and attorney’s fees incurred in connection therewith unless such damages are
      caused by the negligence of Landlord.

    


    SECTION
      18: COMPLIANCE WITH LAWS;
      ENVIRONMENTAL LAWS

    


    18.1           Generally.  During
      the term of this Lease, Tenant shall comply with all requirements of the Fire
      Underwriters of any duly constituted public authority, and with the requirements
      of any Federal, State, County or local law, regulation or ordinance and any
      federal guidelines or codes

     

    
      
        
        

      

      
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      applicable
        to the ownership, control, use and occupancy of the Demised Premises and
        any
        repairs or work performed on the Demised Premises by Tenant, and Tenant agrees
        to indemnify Landlord and save Landlord harmless from and against any penalty,
        damage or charge imposed for any violation by Tenant and its successors,
        assigns, sublessees, licensees, agents and employees during the term of this
        Lease. Tenant agrees to provide Landlord with copies of Tenant’s safety and
        evacuation plans.

    

    


    18.2           Environmental
      Laws.

    


    (a)           Definitions

     

    “Environmental
      Laws” shall mean all federal, state and local statutes, rules, regulations and
      ordinances pertaining to protection of public health and the
      environment.

     

    “Environmental
      Permits” shall mean any and all permits, licenses, registrations or other
      authorizations required by Environmental Laws in connection with the, use or
      operation of the Demised Premises.

     

    “Hazardous
      Substances” shall include flammable explosives, radon, radioactive materials,
      asbestros, urea formaldehyde foam insulation, polychlorinated wastes, toxic
      substances, biphenyl, petroleum and petroleum products, methane, hazardous
      materials or related materials, including but not limited to
      those  substances listed or defined in  42 U.S.C. §
9601(14), 42 U.S.C. §6903(5) or New York’s Environmental Conservation Law and
      any other applicable Environmental Law and regulations promulgated thereunder.
      “Release” shall have the meaning given to it under 42 U.S.C. §
9601(22).

     

    (b)           The
      Parties agree and acknowledge that:

     

    (1)           Landlord
      has provided to Tenant a certain Phase I Environmental Assessment prepared
      by
      LaBella Associates, P.C., dated November, 2004 and a certain Phase II
      Environmental Site Assessment:  Site Characterization prepared by
      LaBella Associates, P.C. dated August, 2005 (collectively, the “Environmental
      Reports”) relating to the Demised Premises, which Environmental Reports reveal
      the presence of hazardous substances on portions of the Demised
      Premises.  Tenant may rely on these Reports as a basis for defining
      the environmental condition of the Demised Premises as of the Commencement
      Date
      for purposes of allocating potential environmental liabilities but shall not
      be
      limited to the use of these reports to establish any such
      allocation.

     

    (2)           Primarily
      due to the fact that investigations have been recently conducted as set forth
      in
      the Environmental Reports, Landlord has denied Tenant’s request to perform an
      additional environmental investigation (“Baseline Investigation”) prior to the
      Commencement Date to further define and delineate the nature and extent of
      the
      presence of hazardous substances at the Demised Premises.

     

    (c)           Tenant
      covenants and agrees as follows:

     

    (1)           Tenant
      shall, in its use and occupancy of the Demised Premises, comply in all material
      respects with all applicable Environmental Laws and obtain and comply with
      all
      required Environmental Permits.  All such permits shall be made
      available for Landlord’s review during

     

    
      
        
        

      

      
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      Tenant’s
        normal business hours.  Tenant agrees to provide Landlord upon
        Landlord’s request with all MSDS sheets related to any product on
        site.

    

     

    (2)           Tenant
      shall not use, generate, treat, store or dispose of any Hazardous Substance
      on
      the Demised Premises except those necessary to, or customarily used in, the
      operation of the Tenant’s business (including those present in maintenance and
      repair, landscaping or office equipment or supplies) and only in compliance
      with
      Environmental Laws.

     

    (3)           Tenant
      shall take all necessary precautions to prevent a Release of a Hazardous
      Substance at the Demised Premises, and shall promptly address and fully
      remediate, at Tenant’s expense, any Release which does occur.  In the
      event a Release or the threat of a Release occurs which requires reporting
      under
      any Environmental Law, Tenant shall provide Landlord with a copy of any such
      notification.

     

    (4)           Tenant
      shall indemnify, defend and hold harmless Landlord from and against any and
      all
      claims, actions, damages, costs, demands or other liabilities, including
      attorneys’ fees and expert witness fees (collectively, “Losses”) caused by or
      resulting from the use, storage or disposal and Release of any Hazardous
      Substance which were both (the use, storage or disposal and the Release) caused
      by Tenant during the course of Tenant’s occupancy of the Demised
      Premises.  .

     

    (d)           Landlord
      covenants and agrees as follows:

     

    (1)           Landlord
      has provided Tenant with all documents and information known to Landlord or
      its
      officers, directors, shareholders, agents, consultants or attorneys, regarding
      the environmental condition of the property and all existing, past, or required
      Environmental Permits.

     

    (2)           Except
      for those Losses described in 18(c)(4) and any claims for personal injuries
      asserted by employees of Tenant, Landlord shall indemnify, defend and hold
      harmless Tenant from and against any and all Losses caused by or resulting
      from
      the presence at, on or under the Demised Premises of any Hazardous Substance
      regardless of when such Losses occur.

     

    (3)             In
      the event Landlord disputes the responsibility for any Losses, Landlord shall
      bear the burden of proof and responsibility.  If Landlord can prove
      that any portion of any Losses are or were due to an act of the Tenant,
      responsibility for any such Losses shall be equitably allocated between the
      Parties.

     

    (e)           All
      representations, covenants, agreements and indemnifications set forth in this
      Section 18 shall survive the termination of this Lease.

     

    


    SECTION
      19: RIGHT OF
      ENTRY

    


    19.1           Landlord
      and its authorized agents and regulatory agencies shall have the right to enter
      the Demised Premises during normal working hours upon reasonable notice to
      Tenant (except in the case of emergency, in which event no notice shall be
      required) for the purpose of inspecting the general condition and state of
      repair of the Demised Premises and to perform any of Landlord’s repair and
      maintenance obligations hereunder.

     

    
      
        
        

      

      
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    19.2           Landlord
      and its authorized agents shall have the right to enter the Demised Premises
      during normal working hours upon reasonable notice to Tenant accompanied by
      a
      representative of Tenant for the showing of the Demised Premises to prospective
      tenants or purchasers.

    


    19.3           Except
      under the terms set forth in the preceding sections 19.1 and 19.1, Landlord
      and
      its agents, including all employees and agents of LMC Industrial Contractors,
      Inc. and/or LMC Power Systems, Inc., shall not enter the Demised Premises
      without permission of Tenant, and Tenant shall have the right to fence, lock
      and
      secure the Demised Premises against unauthorized entry.

    


    SECTION
      20:
      DEFAULT

    


    20.1           If
      any one or more of the following events (herein sometimes called “events of
      default”) shall happen:

    


    (a)           If
      default shall be made in the due and punctual payment of any rent or additional
      rent payable under this Lease or any part thereof when and as the same shall
      become due and payable, and such default shall continue for a period of ten
      (10)
      days after the date on which such payment is due to Landlord; or

    


    (b)           If
      default shall be made by Tenant in the performance or compliance with any of
      the
      agreements, terms, covenants or conditions in this Lease provided, other than
      as
      referred to in the foregoing subparagraph (a) of this Section 20.1, for a period
      of thirty (30) days after written notice from Landlord to Tenant specifying
      the
      items in default, or in the case of a default of a covenant which cannot with
      due diligence, be cured within said thirty (30) day period, the time of Tenant
      within which to cure the same shall be extended for such time as may be
      necessary to cure the same with all due diligence, provided Tenant commences
      promptly and proceeds diligently to cure the same, and further provided that
      such period of time shall not be so extended as to subject Landlord to any
      criminal liability or forfeitures; or

    


    (c)           If
      Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated
      a
      bankrupt or insolvent, or shall file any petition or answer seeking any
      reorganization, arrangement, composition, readjustment, liquidation, dissolution
      or similar relief under the present or future applicable federal, state or
      other
      statute or law, or shall seek or consent to or acquiesce in the appointment
      of
      any bankruptcy or insolvency trustee, receiver or liquidator of Tenant or of
      all
      or any substantial part of its properties or of the Demised Premises;
      or

    


    (d)           If
      within sixty (60) days after the commencement of any proceeding against Tenant
      seeking any reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under the present or any future federal bankruptcy
      act or any other present or future federal, state or other bankruptcy or
      insolvency statute or law, such proceeding shall not have been dismissed or
      if,
      within sixty (60) days after the appointment, without the consent or
      acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or
      of
      all or substantially all of its properties or of the Demised Premises such
      appointment shall not have been vacated or stayed on appeal or otherwise, or
      if,
      within sixty (60) days after the expiration of any such stay, such appointment
      shall not have been vacated.

    


    Then
      and
      in any such event Landlord at any time thereafter may give written notice to
      Tenant specifying such event of default or events of default and stating that
      this Lease and

     

    
      
        
        

      

      
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      the
        term
        hereby demised shall expire and terminate on the date specified in such notice,
        which shall be at least three (3) days after the giving of such notice, and
        upon
        the date specified in such notice this Lease and the term hereby demised
        and all
        rights of Tenant under this Lease shall expire and terminate, and Tenant
        shall
        remain liable as hereinafter provided.

    

    


    20.2           Upon
      any such expiration or termination of this Lease, Tenant shall quit and
      peacefully surrender the Demised Premises to Landlord, and Landlord, upon or
      at
      any such expiration or termination, may without further notice enter upon and
      re-enter the Demised Premises and possess and repossess itself thereof, by
      force, summary proceedings, ejectment or otherwise, and may dispossess Tenant
      and remove Tenant and all other persons and property from the Demised Premises
      and may have, hold and enjoy the Demised Premises and the right to receive
      all
      rental income of an from the same.  In the event of any default as set
      forth in paragraphs (c) and (d) of Section 20.1 above shall occur, Tenant agrees
      that it will either assume or reject this Lease within sixty (60) days after
      the
      filing of the proceeding described in said paragraphs.  In the event
      this Lease is not assumed within said sixty (60) day period, then Tenant deems
      this Lease rejected.

    


    20.3           In
      case of any such termination, the rents and all other charges required to be
      paid up to the time of such termination, re-entry or dispossess, shall be paid
      by Tenant and Tenant shall also pay to Landlord all reasonable expenses which
      Landlord may then or thereafter incur for legal expenses, attorney’s fees,
      brokerage commissions and all other reasonable costs paid or incurred by
      Landlord for restoring the Demised Premises to good order and condition,
      ordinary wear and tear excepted.  Landlord may, at any time and from
      time to time, relet the Demised Premises, in whole or in part, for any rental
      then obtainable either in its own name or as agent of Tenant, for a term or
      terms which, at Landlord’s option, may be for the remainder of the then current
      term of this Lease or for any longer or shorter period.

    


    20.4           If
      this Lease be terminated as aforesaid, Tenant nevertheless covenants and agrees
      notwithstanding any entry or re-entry by Landlord whether by summary proceeding,
      termination or otherwise, to pay and be liable for on the days originally fixed
      herein for the payment thereof, amounts equal to the several installments of
      rent and other charges reserved as they would, under the terms of this Lease,
      become due if this Lease had not been terminated or if Landlord had not entered
      or re-entered as aforesaid, and whether the Demised Premises be relet or remain
      vacant in whole or in part or for a period less than the remainder of the term,
      and for the whole thereof, but in the event the Demised Premises be relet by
      the
      Landlord, Tenant shall be entitled to a credit (but not in excess of the rent
      or
      other charges reserved under the terms of this Lease) in the net amount of
      rent
      received by Landlord in reletting the Demised Premises or fees received by
      Landlord in operating the Demised Premises after deduction of all expenses
      and
      costs incurred or paid as aforesaid in reletting or operating the Demised
      Premises and in collecting the rent or fees in connection
      therewith.  Suit or suits for the recovery of the deficiency or
      damages referred to in this Section 20.4 or for any installment or installments
      of fixed rent or additional rent hereunder, or for a sum equal to any such
      installment or installments, may be brought by Landlord at once or from time
      to
      time at Landlord’s election, and nothing in this Lease contained shall be deemed
      to require Landlord to await the date whereon this Lease or the term hereof
      would have expired by limitation had there been no such default by Tenant or
      no
      such cancellation or termination.

    


    20.5           Each
      right and remedy provided for in this Lease shall be cumulative and shall be
      in
      addition to every other right or remedy provided for in this Lease or now or
      hereafter existing at law or in equity or by statute or otherwise, and the
      exercise or beginning of the exercise by Landlord or

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

      Tenant
        of
        any one or more of the rights or remedies provided for in this Lease or now
        or
        hereafter existing at law or in equity or by statute or otherwise shall not
        preclude the simultaneous or later exercise by the party in question of any
        or
        all other rights or remedies provided for in this Lease or now or hereafter
        existing at law or in equity or by statute or otherwise.

    

    


    20.6           Tenant
      hereby expressly waives any and all rights of redemption granted by or under
      any
      present or future laws, in the event of eviction or dispossession of Tenant
      by
      Landlord under any provisions of this Lease.  No receipt of moneys by
      the Landlord from the Tenant, after the termination in any way of this Lease
      or
      after the giving of any notice, shall reinstate, continue or extend the term
      of
      this Lease, or affect any notice given to Tenant prior to the receipt of such
      money, it being agreed that after the service of notice or the commencement
      of a
      suit, or after final judgment for possession of the Demised Premises, the
      Landlord may receive and collect any rent due, and the payment of said rent
      shall not waive or affect said notice, said suit or said judgment.

    


    20.7           Tenant
      covenants and agrees that, except as maybe otherwise provided for in this Lease,
      if Tenant shall at any time fail to make any payment or perform any other act
      on
      its part to be made or performed under this Lease, the Landlord after seven
      (7)  days’ written notice received by Tenant (or a shorter period in
      the event of an emergency) may, but shall not be obligated to, and without
      waiving or releasing Tenant from any obligation of Tenant under this Lease,
      make
      such payment or perform such other act to the extent the Landlord may deem
      desirable, and in connection therewith to pay reasonable expenses and employ
      counsel.  All sums so paid by the Landlord and all expenses in
      connection therewith, together with interest thereon at the rate of eighteen
      percent (18%) per annum (or such lesser rate of interest as may be the maximum
      permitted by applicable law) from the date of such payment, shall be deemed
      additional rent hereunder and be payable to the Landlord on demand.

    


    20.8           In
      the event of a default or threatened default by Tenant of any of the covenants
      or provisions of this Lease, Landlord shall have the right to enjoin any such
      default or threatened default.

    


    20.9           Landlord
      and Tenant each covenants and agrees to pay on written demand, the other’s
      expenses, including reasonable attorney’s fees, to the extent incurred in
      successfully enforcing any obligations of the other under this Lease or in
      curing any default by the other under this Lease.

    


    SECTION
      21: DAMAGE AND
      DESTRUCTION

    


    21.1           If
      the Demised Premises shall be damaged by fire or other causes, without default
      or neglect of Tenant, its servants, employees, agents, visitors, or licensees,
      but are not wholly untenantable, the damage shall be promptly repaired by
      Landlord at its own expense.  In such event this Lease shall not
      terminate, and shall remain in full force and effect, but the rent due by Tenant
      shall abate in proportion to the loss of use by the Tenant of the Demised
      Premises while the Demised Premises are being repaired.  Due allowance
      shall be made for delays from labor troubles, material shortages, or any other
      causes, whether similar or dissimilar to the foregoing, beyond Landlord’s
      control.  If, however, the Demised Premises are rendered wholly
      untenantable by fire or other causes, and Landlord does not intend to rebuild
      the same, or if the Building of which the Demised Premises are a part shall
      be
      so damaged, whether the Demised Premises themselves are damaged or not, that
      Landlord determines to demolish or rebuild the Building, then in any of such
      events Landlord may, within sixty (60) days after such damage or destruction,
      give Tenant notice in writing

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

      of
        its
        decision, and thereupon this Lease shall terminate thirty (30) days after
        such
        notice is given, and Tenant shall immediately vacate the Demised Premises
        and
        surrender the same to Landlord, paying rent to the time Demised Premises
        were
        rendered wholly untenantable, or, if the Demised Premises were not rendered
        wholly untenantable, to the time the Demised Premises are surrendered to
        Landlord.  If, however, within said sixty (60) days Landlord shall
        notify Tenant that it intends to repair or rebuild the Demised Premises,
        then
        this Lease shall not terminate but shall remain in full force and effect,
        and
        Landlord shall promptly repair and/or rebuild the Demised Premises at its
        expense (except that Landlord shall not be responsible for repairing or
        replacing Tenant’s property in the Demised Premises) and the rent the rent due
        by Tenant shall abate in proportion to the loss of use by the Tenant of the
        Demised Premises while the Demised Premises are so being
        repaired.

    

    


    21.2           No
      damages, compensation or claim shall be payable by Landlord for inconvenience,
      loss of business or annoyance arising from any repair or restoration of any
      portion of the Demised Premises.  Tenant hereby waives the provisions
      of Section 227 of the New York Real Property Law or any law of like impact
      now
      or hereafter in effect.

    


    


    SECTION
      22: EMINENT
      DOMAIN

    


    22.1           If
      the fee of all or any portion of the Building and land underlying the same
      is
      condemned or appropriated or purchased in lieu thereof by any competent
      authority, then, and in that event, the term of this Lease shall cease and
      terminate on the date possession is to be given to the condemning
      authority.

    


    22.2           In
      the event of any condemnation or taking as aforesaid, whether whole or partial,
      Tenant shall have the right to claim and recover from the condemning authority,
      but not from Landlord, such compensation as may be separately awarded or
      recoverable by the Tenant in Tenant’s own right, including any and all damage to
      Tenant’s business by reason of the condemnation and for or on account of any
      cost or loss to which Tenant might be put in the loss or removal of Tenant’s
      merchandise, furniture and fixtures and leasehold improvements which have not
      become a part of the realty.  Any award for the land, building and
      improvements upon the Premises, and for damages to the residue, shall belong
      to
      the Landlord and the Tenant shall not be entitled to any part
      thereof.

    


    SECTION
      23: VACATION OF
      PREMISES

    


    23.1           Tenant
      shall and will, on the last day of the term hereof, and upon any earlier
      termination of this Lease, or upon re-entry by Landlord upon the Demised
      Premises pursuant to Section 19 hereof, surrender and deliver up the Demised
      Premises into the possession and use of Landlord without fraud or delay in
      good
      order, condition and repair, reasonable wear and tear excepted (except as may
      otherwise be provided for in this Lease), free and clear of all lettings and
      occupancies other than subleases then terminable at the option of Landlord
      thereof, or subleases to which Landlord shall have specifically consented,
      and
      free and clear of all liens and encumbrances other than those, if any, created
      by Landlord.  In the event Tenant fails to surrender the Demised
      Premises to Landlord in the condition required hereunder, Landlord may cause
      the
      same to be done for Tenant, and Tenant agrees to pay the cost thereof as
      additional rent within five (5) days after receipt of an invoice from
      Landlord.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    23.2           The
      provisions of this Section 23 shall survive the expiration or any termination
      of
      this Lease.

    


    SECTION
      24: INVALIDITY OF PARTICULAR
      PROVISIONS

    


    24.1           If
      any term or provision of this Lease or the application thereof to any person
      or
      circumstance shall, to any extent, be invalid or unenforceable, the remainder
      of
      this Lease, or the application of such term or provision to persons or
      circumstances other than those as to which such term or provision his held
      invalid or unenforceable, shall not be affected thereby, and each term and
      provision of this Lease shall be valid and enforceable to the fullest extent
      permitted by law.

    


    SECTION
      25:
      NOTICES

    


    25.1           All
      notices, demands and requests required under this Lease shall be in
      writing.  All such notices, demands and requests shall be deemed to
      have been properly given if served personally or sent by United States
      Registered or Certified Mail, postage prepaid, addressed to Landlord
      at:

    


    9431
      Foster Wheeler Road

    Dansville,
      New York 14437

    Attention:  Mr.
      Richard Rizzieri

    


    and
      to
      Tenant
      at:                                  American
      Motive Power, Inc.

    1125
      South Walnut Street

    South
      Bend,
      Indiana  46619

    Attention:
      John A. Martell and James
      M. Lewis

    


    or
      such
      other persons and addresses as Landlord and Tenant may from time to time
      designate by written notice addressed to the other.  Notices, demands
      and requests which shall be served by Registered or Certified mail upon Landlord
      of Tenant, in the manner aforesaid, shall be deemed sufficiently served or
      given
      for all purposes here under at the time such notice, demand or request shall
      be
      actually delivered to the Landlord or the Tenant, as the case may
      be.

    


    SECTION
      26: QUIET
      ENJOYMENT

    


    26.1           Tenant,
      upon paying the rent, additional rent and charges herein provided for and
      observing and keeping all covenants and conditions of this Lease on its part
      to
      be kept, shall quietly have and enjoy the Demised Premises during the term
      of
      this Lease without hindrance of molestation by anyone, except as otherwise
      provided herein.

    


    


    SECTION
      27:
      SUBORDINATION

    


    27.1           Tenant
      agrees that this Lease is automatically subject and subordinate to any and
      all
      ground or underlying leases and to any and all mortgages or consolidated
      mortgages, deeds of trust, or renewals, modifications, and extensions thereof,
      or to any other forms or methods of financing or refinancing of the Property
      of
      which the Demised Premises are a part, or of any part of said Property, whether
      such mortgages, deeds of trust, or other forms or methods of financing or
      refinancing are now or are hereafter executed, delivered, and recorded.
      Notwithstanding such subordination to any such subsequent mortgage, Tenant's
      right to quiet possession of the Premises shall not be disturbed if

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

      Tenant
        is
        not in default and so long as Tenant pays the rent and observes and performs
        all
        of the provisions of this Lease, unless this Lease is otherwise terminated
        pursuant to its terms. Tenant does herein covenant and agree that it will,
        upon
        demand at any time, execute, acknowledge, and deliver any and all instruments
        that may be necessary or proper to further evidence this subordination,
        including any reasonable subordination, non-disturbance and attornment agreement
        and any estoppel certificate requested by Landlord’s lender. If Tenant shall
        fail at any time to execute and deliver any such estoppel certificate or
        subordination instruments, upon request by Landlord, its assigns or successors,
        Landlord, its assigns or successors, in addition to any other remedies available
        to it, may execute, acknowledge and deliver such subordinate instruments
        as the
        attorney-in-fact of Tenant and in Tenant’s name and place, and for such purpose
        Tenant does hereby irrevocably appoint Landlord, its assigns or successors,
        as
        its attorney-in-fact.

    

    


    SECTION
      28: MISCELLANEOUS
      PROVISIONS

    


    28.1           Recordation.  At
      the request of Landlord, Tenant agrees to execute a Memorandum of Lease in
      compliance with Section 291-C of the Real Property Law of the State of New
      York
      for the purpose of recording this Lease in the Livingston County Clerk’s
      Office.  This Memorandum of Lease may be recorded by either
      party.

    


    28.2           Captions.  The
      captions of this Lease are for convenience and reference and in no way define,
      limit or describe the scope or intent of this Lease, nor in any way affect
      this
      Lease.

    


    28.3           New
      York Laws to Govern
      Construction and Enforcement.  This Lease shall be governed by
      and construed and enforced in accordance with the laws of the State of New
      York
      without regard or reference to its conflict of laws principles. Tenant hereby
      consents to the jurisdiction of any local, state or federal court selected
      by
      Landlord that is located in Livingston or Monroe County, New York, and agrees
      not to disturb such choice of forum by Landlord.

    


    28.4           Entire
      Agreement.  Upon the execution and delivery hereof, this
      instrument shall constitute the entire agreement between Landlord and Tenant
      for
      the Demised Premises.  Tenant agrees that in signing this Lease it is
      not relying on any warranties, representations or agreements other than those
      expressly contained in this Lease.  This Lease cannot be changed
      orally, but only by an agreement in writing and signed by the party against
      whom
      enforcement of any waiver, change, modification or discharge is
      sought.

    


    28.5           Brokers
      Commission.
      Landlord and Tenant each covenants and represents that it has not dealt with
      any
      real estate broker in connection with this Lease and agrees to indemnify and
      save the other harmless against any and all other claims for brokerage
      commissions.

    


    28.6           Successors
      and
      Assigns.  The covenants and agreements herein contained shall
      bind and insure to the benefit of Landlord, its successors and assigns, and
      Tenant, its successors and assigns, except as otherwise provided
      herein.

    


    28.7           Certificates.  Tenant
      agrees at any time and from time to time, upon not less than ten (10) days’
prior notice by Landlord, to execute, acknowledge and deliver to Landlord a
      statement in writing certifying that this Lease is unmodified and in full force
      and effect (or if there have been modifications, that the same is in full force
      and effect as modified and stating the modifications), the commencement date,
      and the dates to which the rent and other charges have been paid in advance,
      if

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

      any,
        and
        stating whether or not to the best knowledge of the signer of such certificate
        Landlord is in default in performance of any covenant, agreement or condition
        contained in this Lease and, if so, specifying each such default of which
        the
        signer may have knowledge, it being intended that any such statement delivered
        pursuant to this Section may be relied upon by any lender and by any prospective
        purchaser of the fee of the Premises or of Landlord’s interest in this
        Lease.

    

    


    28.8           Force
      Majeure.  In the event that either Landlord or Tenant shall be
      delayed or hindered in or prevented from the performance of any act required
      hereunder by reason of Act of God, strikes, lockouts, labor troubles, inability
      to procure materials (including energy), power, casualty, inclement weather,
      restrictive governmental laws, orders or regulations, riots, insurrection,
      war
      or other reason of a like nature not the fault of the party delayed in
      performing work or doing acts required under the terms of this Lease, then
      performance of any such act shall be extended for a period equivalent to the
      period of such delay.  All claims by Landlord or Tenant for an
      extension of time shall be made in writing to the other no more than thirty
      (30)
      days after the occurrence of the delay; otherwise the delay shall be
      waived.  In the event of a continuing cause of delay, only one claim
      is necessary.  The provisions of this Section shall not operate to
      excuse Tenant from prompt payment of rent, additional rent or any other payments
      required by the terms of this Lease.

    


    28.9           Waiver.  No
      waiver of any condition or legal right or remedy shall be implied by the failure
      of either Landlord or Tenant, as the case may be, to declare a default or a
      forfeiture, or for any other reason, and no waiver of any condition or covenant
      shall be valid unless it is in writing signed by the party against whom such
      waiver is being claimed, nor shall the waiver of a breach of any condition
      be
      claimed or pleaded to excuse a future breach of the same condition or covenant
      or any other condition or covenant.

    


    28.10           Authority.  Landlord
      and Tenant each hereby warrant and represent that it has the necessary power
      and
      authority and has taken all necessary action to enter into this Lease and to
      perform all of the covenants, terms and conditions on its part to be performed
      as set forth in this Lease.

    


    28.11           Rules
      and
      Regulations.  Landlord reserves the right to adopt and
      promulgate from time to time reasonable rules and regulations and to amend
      and
      supplement the same, applicable to the occupancy of the
      Building.  Such rules and regulations shall not prohibit or interfere
      with the essential activities required by Tenant to operate the
      Business.  Notice of such rules and regulations and supplements
      thereof, if any, shall be given to Tenant.  Upon receipt of such
      notice, Tenant agrees to abide by such rules and regulations as if fully set
      forth herein.

    


    28.12           Counterparts.  This
      Lease may be signed in counterparts, and each counterpart, once signed and
      delivered is deemed to be an original; however, all of the counterparts shall
      constitute one single instrument.

    


    28.13           Non-Discrimination.  Tenant
      agrees that it will not discriminate against any person or business or applicant
      for employment or against any person or business in the letting of contracts
      for
      work performed at the Demised Premises because of race, color, religion, sex,
      national origin or income level.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    28.14           Right
      of
      Set-Off.  Tenant may set off against rent or any other amounts
      payable to Landlord under the terms of this Lease any amounts owed by Lawrence
      Mehlenbacher, Joseph Fearon,
      Thomas Coll, Richard Rizzieri and Gary Walsh (collectively, the “Shareholders”)
      or any of them to MISCOR Group, Ltd. pursuant to the terms of the AMP Stock
      Purchase Agreement between the Shareholders and MISCOR entered into the same
      date as this Lease.  Tenant may only exercise its rights of set-off
      for amounts which a court of competent jurisdiction finds due from the
      Shareholder(s) to MISCOR by a final unappealable order.

    


    IN
      WITNESS WHEREOF, Landlord
      and Tenant have caused this Lease to be signed as of the day and year first
      above written.

     

    
      
        	 	
                Landlord:

              
	 	 
	 	
                DANSVILLE
                  PROPERTIES,
                  LLC

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Lawrence
                  D. Mehlenbacher

              
	 	 	
                Its:
                  Sole Member

              
	 	 	 
	 	 	 
	 	
                Tenant:

              
	 	 
	 	
                AMERICAN
                  MOTIVE POWER,
                  INC.

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                John
                  A. Martell

              
	 	 	
                Its:  President

              


      

    

    

 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“A”

     

    MAP

    


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“B”

     

    LANDLORD’S
      WORK

     

    
      
        	
                ·

              	
                Communications

              
	 	
                O

              	
                Landlord
                  will work with service provider-jointly with Tenant-to segregate
                  services
                  in a mutually cost effective manner

              
	 	 	
                §

              	
                ISP
                  services

              
	 	 	
                §

              	
                Telephone
                  services

              
	 	
                O

              	
                Landlord
                  will work with Tenant/Technology personnel to segregate joint business
                  operations currently serviced by consolidated server technologies
                  to
                  insure complete migration and severance of service of and for information
                  from the AMP network

              
	 	
                O

              	
                Provisions
                  will be made by Landlord to provide incoming services for IT and
                  telephone
                  services by February 1, 2008

              
	 	 	 	 
	
                ·

              	
                Roof

              
	 	
                O

              	
                Landlord
                  will repair roof sections over Demised Premises to ensure a “dry shell”
                  for Tenant

              
	 	
                O

              	
                Roof
                  repairs will be completed by September 30, 2008

              
	 	 	 	 
	
                ·

              	
                Utility
                  Metering

              
	 	
                O

              	
                Landlord
                  will make every effort to expeditiously insure the installation
                  of
                  metering devices for the various facility services including gas,
                  electricity, and water

              
	 	
                O

              	
                Tenant
                  will pay for pro-rata services based on square footage until final
                  installation and commissioning of metering device

              
	 	
                O

              	
                Utility
                  Metering will be completed by April 1, 2008

              
	 	 	 	 
	
                ·

              	
                Air
                  Compressor

              
	 	
                O

              	
                Landlord
                  and Tenant will engineer a solution to accurately measure the use
                  by
                  Tenant and other tenants of the air compressor which is located
                  in the
                  Demised Premises, so that the costs of operating the air compressor
                  can be
                  allocated equitably

              
	 	
                O

              	
                Tenant
                  shall retain the right to obtain its own air compressor and shift
                  to
                  Landlord all responsibility for the current air
                  compressor

              
	 	 	 	 
	
                ·

              	
                Driveway/Parking
                  Area
                  Repairs/Replacement

              
	 	
                O

              	
                Repair
                  or Replacement decisions based upon judgment of
                  Landlord

              
	 	
                O

              	
                Driveway/Parking
                  repairs/replacement will be completed on as needed
                  basis

              


      

    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“C-1”

     

    TENANT’S
      RESPONSIBILITIES FOR
      MAINTENANCE

    AND
      REPAIR OF RAILROAD
      TRACKS

    


    
      
        	
                o

              	
                Track
                  Space-Interior/Exterior

              
	 	
                §

              	
                Existing
                  track space must accommodate multiple businesses

              
	 	
                §

              	
                It
                  is assumed that Tenant’s requirements will be the
                  greatest

              
	 	 	 	 	 
	
                o

              	
                Tenant
                  is responsible for all track maintenance in following areas, as
                  designated
                  on Exhibit “A”

              
	 	 	
                ·

              	
                3-1

              	
                Track
                  going in to bay 3 first track

              
	 	 	
                ·

              	
                3-2

              	
                Track
                  going in to Shot Blast

              
	 	 	
                ·

              	
                6-1

              	
                First
                  track through Bay 6 Door 1

              
	 	 	
                ·

              	
                6-2

              	
                Second
                  track through Bay 6 Door 2

              
	 	 	
                ·

              	
                6-3

              	
                Third
                  Track through Bay 6 Door 3

              
	 	 	
                ·

              	
                6-4

              	
                Fourth
                  Track through Bay 6 Door 4

              
	 	 	
                ·

              	
                6-5

              	
                Wash
                  Track from South switch to North Switch

              
	 	
                §

              	
                All
                  maintenance work approved by Landlord

              
	 	
                §

              	
                All
                  sub-contractor insurances required

              
	 	 	 	 	 
	
                o

              	
                All
                  interior track extensions to be approved by Landlord

              
	 	 	 	 	 
	
                o

              	
                Existing
                  track property of Landlord

              
	 	 	 	 	 
	
                o

              	
                Tenant
                  shall have access to use any and all tracks on the Property to
                  move or
                  store locomotives, but the following track serving facility Bays
                  1, 8, and
                  9, as designated on Exhibit “A”, must be kept clear or reasonably
                  accessible to accommodate other tenants and Tenant will be responsible
                  for
                  movement of materials in/out as required

              
	 	 	
                ·

              	
                1-1

              	 
	 	 	
                ·

              	
                8-1

              	 
	 	 	
                ·

              	
                9-1

              	 


      

       

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
“C-2”

     

    TENANT’S
      RESPONSIBILITIES FOR
      MAINTENANCE

    AND
      REPAIR OF OVERHEAD
      CRANES

    


    
      
        	
                ·

              	
                Crane
                  maintenance within the Demised Premises

              
	 	
                §

              	
                Electrical
                  issues, inspections, routine and major replacements-

              
	 	 	
                ·

              	
                General
                  repairs on Landlord

              
	 	 	
                ·

              	
                Repairs
                  related to improper rigging, misuse, or other non-general will
                  be Tenant’s
                  responsibility

              
	 	 	 	
                o

              	
                All
                  work related to misuse is either performed by or approved by
                  Landlord

              
	 	 	 	
                o

              	
                Tenant
                  shall provide all outside service records to Landlord

              
	 	
                §

              	
                Tenant
                  must document all users/employees are initially and regularly trained
                  in
                  proper use and operation

              
	 	
                §

              	
                Tenant
                  must carry insurances that names Landlord as an insured under the
                  policy
                  at policy limits and by a carrier acceptable to
                  Landlord

              
	 	
                §

              	
                Landlord
                  will log and keep records related to servicing of
                  cranes

              


      

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    LANDLORD
      GUARANTY

    


    


    


    In
      order
      to induce the Tenant to enter into this Lease, the undersigned (the “Guarantor”)
      hereby guarantees the payment and performance of all the Landlord’s obligations
      contained in Section 18(d)(2) of this Lease.  This Guaranty is an
      absolute and unconditional guarantee of payment and of
      performance.  It shall be enforceable against Guarantor without the
      necessity of any suit or proceedings on Tenant’s part of any kind or nature
      whatsoever against Landlord and without the necessity of any notice of
      non-payment, non-performance or non-observance or of any notice of acceptance
      of
      this Guaranty or of any other notice or demand to which Guarantor might
      otherwise be entitled, all of which Guarantor hereby expressly
      waives.  Guarantor hereby expressly agrees that the validity of this
      Guaranty and the obligations of Guarantor hereunder shall not be terminated,
      affected, diminished or impaired by reason of the assertion or the failure
      to
      assert by Tenant against Landlord any of the rights or remedies reserved to
      Tenant pursuant to the provisions of this Lease.  This Guaranty shall
      be binding upon Guarantor and his successors and assigns, and shall inure to
      the
      benefit of Tenant and its successors and assigns.  If litigation is
      brought to enforce this Guaranty, the prevailing party shall recover its
      reasonable attorney fees, court costs and expenses from the other
      party.

     

    


    
      
        	
                Dated:

              	 	 	 
	 	 	 	
                Lawrence
                  Mehlenbacher

              


      

    

     

    


    
      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	
                COUNTY
                  OF LIVINGSTON

              	
                )

              	 


      

    

     

    The
      foregoing instrument was executed before me this 8th day of January, 2008,
      by
      Lawrence Mehlenbacher.

     

    
      
        	 	 	 
	 	 
	 	 	
                ,
                  Notary Public

              
	 	 	 
	 	
                My
                  commission expires:

              	 
	 	 	 
	 	 	 


      



     

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    TENANT
      GUARANTY

    


    In
      order to induce the Landlord to
      enter into this Lease, the undersigned (the “Guarantor”) hereby guarantees the
      payment and performance of all the Tenant’s obligations contained in this
      Lease.  This Guaranty is an absolute and unconditional guarantee of
      payment and of performance.  It shall be enforceable against Guarantor
      without the necessity of any suit or proceedings on Landlord’s part of any kind
      or nature whatsoever against Tenant and without the necessity of any notice
      of
      non-payment, non-performance or non-observance or of any notice of acceptance
      of
      this Guaranty or of any other notice or demand to which Guarantor might
      otherwise be entitled, all of which Guarantor hereby expressly
      waives.  Guarantor hereby expressly agrees that the validity of this
      Guaranty and the obligations of Guarantor hereunder shall not be terminated,
      affected, diminished or impaired by reason of the assertion or the failure
      to
      assert by Landlord against Tenant any of the rights or remedies reserved to
      Landlord pursuant to the provisions of this Lease.  This Guaranty
      shall be binding upon Guarantor and its successors and assigns, and shall inure
      to the benefit of Tenant and its successors and assigns.  If
      litigation is brought to enforce this Guaranty, the prevailing party shall
      recover its reasonable attorney fees, court costs and expenses from the other
      party.

     

    
      
        	 	 	 	
                MISCOR
                  Group, Ltd.

              
	 	 	 	 	 
	 	 	 	 	 
	
                Dated:

              	 	 	 
	 	 	 	
                John
                  A. Martell, President and CEO

              	 


      



     

    
      
        	
                STATE
                  OF NDIANA

              	
                )

              	 
	
                COUNTY
                  OF ST. JOSEPH

              	
                )

              	 


      

       

    

    The
      foregoing instrument was acknowledged before me this 8th
      day of January,
      2008, by John A. Martell, the President of MISCOR Group, Ltd., an Indiana
      corporation, on behalf of the corporation.

     

    
      	 	 	 	 
	 	 	 	
              James
                M. Lewis, Notary Public

            
	 	 	 	
              My
                commission expires:

            	 


    

    


    
28