Exhibit 10.8


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT, made as of this 1st day of July 2001, by and between Sarcom Properties, Inc having
its principal place of business at 8405
Pulsar Drive, Columbus, Ohio 43240, hereinafter referred to as “Landlord”,
and Sarcom Desktop Solutions, Inc., having its principal place of business at
8337 Green Meadows Drive N., Lewis Center, Ohio 43035, hereinafter referred to
as “Tenant.”


 


1.             DEMISED PREMISES


 


Landlord, in consideration of the rent to be paid and the covenants to
be performed by Tenant, does hereby demise and lease unto Tenant, and Tenant hereby rents from Landlord, approximately 144,000 square feet of space in a certain
facility, together with the real estate upon which it is located, and all improvements located therein, located at 8337 Green Meadows Drive in the City of Lewis Center, State of
Ohio, as is more particularly described on Exhibit A attached hereto and made a part hereof (said
building, improvements, and real estate shall be hereinafter referred to as the
“Premises”.)


 


2.             TERM


 


The term of this lease shall commence on July 1, 2001 and terminate on
December 31, 2004 unless sooner terminated as provided herein.


 


3.             RENT


 


(a)           Tenant shall pay to Landlord during each
year of the Term hereof annual fixed rental for the Premises in the amount of Eight Hundred Seventy Six Thousand and
No/100 Dollars ($876,000.00) per year
(“Fixed Rental”), payable in twelve (12) equal monthly installments of Seventy
Three Thousand and No/100 ($73,000.00) each.


 


(b)           In the event Tenant elects to receive any
portion of the Tenant Allowance, as defined below, the Fixed Rental payable by
Tenant for the Premises shall increase on a pro rata basis, based upon the
portion of the Tenant Allowance taken, as illustrated below. For example, if
Tenant takes $30,000.00 of the $100,000.00 available Tenant Allowance, the
Fixed Rental shall increase by a percentage calculated as follows: the amount
of Tenant Allowance taken ($30,000.00) times an interest rate of 2.74% over the
total Tenant Allowance available ($100,000.00), or 82% in this case. The Fixed
Rental payable by Tenant ($876,000.00 annually, above) shall increase by .82% and, in this example, shall become $883,183.20 per year, payable
in, twelve (12) equal monthly
installments of Seventy Three Thousand Five Hundred Ninety Eight and 60/100
Dollars ($73,598.60). In the event that Tenant elects to receive the entire
Tenant Improvement Allowance, as defined below, the Fixed Rental payable by
Tenant for the Premises shall be Nine Hundred Thousand and No/100 Dollars
($900,000.00) per year, payable in twelve (12) equal monthly installments of
Seventy Five Thousand and No/100 Dollars ($75,000.00) each.


 


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The monthly installment of the Annual Fixed
Rental is due in advance on or before the fifth day of each and every calendar
month during the term of this lease, to landlord at Sarcom Properties, Inc.,
8405 Pulsar Drive, Columbus, Ohio 43240, or such other place as Landlord may
from time to time designate in writing without prior demand thereof and without
any set-off or deduction whatsoever. In the event that the commencement date of
the term of this Lease shall occur on a day other than the first day of a
calendar month, the first rental payment shall be prorated on the basis of a
thirty (30) day month and shall be due and payable on the commencement date.


 


(c)           Tenant shall pay any and all sums of money
or charges required to be paid by Tenant as additional rent under this Lease
promptly when the same are due, without any deduction or set-off whatsoever. Tenant’s
failure to pay any such amounts or charges when due shall carry with it the
same consequences as the failure to pay Fixed Rental. All such amounts or
charges shall be payable to Landlord at the place where rent is payable.


 


(d)           In the event that (i) Tenant shall fail to
pay Fixed Rental payments on the date when due and such non-payment continues
for five (5) or more calendar days after the same be due and payable, or (ii)
Tenant shall fail to pay any other rental payment or charge due from Tenant to
Landlord hereunder on the date when due and such non-payment continues for five
(5) or more calendar days after the same be due and payable, and Tenant does
not cure the default in (d)(i) or (ii) above within ten (10) calendar days
after written demand by Landlord that the default be cured, Tenant shall pay a
late payment charge equal to one and one-half percent (1.5%) per month of the
amount of such payment from the due date thereof until paid by Tenant. In like
manner, all othr obligations, benefits and moneys which may be due to Landlord
from Tenant under the terms hereof, or which are paid by landlord because of
Tenant’s default hereunder, shall bear interest at the lesser of (i) the
highest rate then allowable by law or (ii) the rate of three percent (3%) per
annum above the prime rate announced by Bank One, Columbus, NA of Columbus, Ohio as its prime rate as of
the due date, (in either instance the “Default Rate”) from the due date until
paid or, in the case of sums paid
by Landlord, because of Tenant’s default hereunder, from the dale such payments are made by Landlord until the date
Landlord is reimbursed by Tenant


 


4.             USE OF PREMISES


 


(a)           Tenant shall use the Premises for general
warehousing, configuration, distribution and
light manufacturing of computer products clammed under Section 310.0 of
the Ohio Basic Building Code, effective September 1, 1992, being in either the
S-1 Moderate Hazard Storage Uses or the S-2 Low Hazard Storage Uses (see
Exhibit B), or any combination of the two, office uses, training and education
uses and for no other purpose without the prior written consent of the
Landlord, which shall not be
unreasonably withheld Landlord and Tenant have been provided an inspection
report, issued by Jezerinac Geers & Associates, Inc., dated December 15,
2000, attached hereto as Exhibit C (“Inspection Report”), which includes
recommendations for the mediation of certain structural defects of the Premises.
Landlord covenants to perform any and all actions required for the remediation
of the structural defects disclosed by the Inspection Report, as needed,
throughout the Term of this Lease. Subject to Landlord’s obligations ‘described
in the preceding sentence, Tenant agrees and accepts the Premises in an “as is”
condition and acknowledges that neither Landlord nor any officer, partner,
agent, or employee of the Landlord has made any other representation or
warranty regarding the Premises, its condition or Tenant’s use and occupancy
thereof, or undertaken any covenant, unless expressly set forth in this Lease.


 


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(b)           Landlord shall, at its sole expense, comply with all laws, ordinances, orders
and regulations of federal, state, county, and municipal authorities and with
any direction of any public officer or off, pursuant to law, and with any
restrictions of record; which shall impose any liability, order or duty upon
Landlord or Tenant with respect to Tenant’s use or occupancy of the Premises
including compliance wit : the Americans with Disabilities Act of 1990.


 


5.             INSURANCE


 


(a)           Tenant
agrees: that, at its own cost and expense, it shall procure and continue in
force, the name of Landlord and Tenant, general liability Insurance, on an occurrence
basis, against any and all claims for injuries to persons or damage to property
occurring in, about, or upon the Premises, in including the interior and exterior
common areas, if any, and including all damage
from signs, fixtures or other appurtenances, now or hereafter erected
upon the Premises, during the term of this Lease. Such insurance shall at all
times be in an amount not less than One Million Dollars ($1,000,000.00) on
account of bodily injury to or death of one (1) person and Two Million Dollars
($2,000,000.00) on account of bodily injuries or death of more than one person
as a result of any accident or disaster, and Five Hundred Thousand Dollars
($500,000.00) for property damage in any one accident. Such insurance shall be
written by a company or companies authorized to engage in the business of
general liability insurance in the State of Ohio, and a certificate of all such
policies procured by Tenant in compliance herewith shall be delivered to
Landlord at least fifteen (15) days prior to the time such insurance is
required to be carried by Tenant, and thereafter at least fifteen (15) days
prior to the expiration of any such policy. Such policy shall bear an
endorsement stating that the insurer agrees to notify Landlord not less than
ten (10) days in advance of modification or cancellation thereof.


 


(b)           Tenant agrees that, at
its own cost and expense, it shall procure and continue in force, for the
benefit of the Landlord, insurance insuring the building, the fixtures and
other property located therein, on an all-risk basis, including, but not
limited to, the perils of fire, with fall extended coverage, vandalism and
malicious mischief, sprinkler leakage, collapse, and falling objects, in an
amount not less than One Hundred Percent (100%) of full insurable replacement
value thereof, without credit for depreciation, and in all events sufficient in
amount to prevent the insured from being a co-insurer within the terms of the
policy or policies in question. Tenant shall also maintain, to the extent
applicable, insurance against loss or damage from the explosion of boilers,
heating apparatus or other pressure vessels installed in the building, or any
part thereof, and shall further maintain such other insurance in such amounts
and against such insurable risks as may from time to time be reasonably
required by Landlord. All policies shall provide that loss thereunder shall be
payable to Landlord or, if Landlord should so request, to any mortgagee of
Landlord, provided that Landlord shall hold the proceeds of any such policies
and make the same available to Tenant under conditions of disbursement
satisfactory to said mortgagee and on the basis of work completed. Such
insurance shall be written by a company or companies authorized to engage in
the busies of fire and extended coverage
insurance in the State of
Ohio, and a certificate of all such .policies procured by Tenant in compliance herewith shall be
delivered to Landlord at
least fifteen (15) days prior to
the time 


 


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such insurance
is required to be carried by Tenant, and therefor at least fifteen (15) days
prior to the expiration of any such policy. Such policy shall
bear an endorsement stating that the insurer
agrees to notify Landlord not less than ten (10) days in advance of
modification or cancellation thereof.


 


(c)           If the Tenant at any
time during the term hereof should fail to secure or maintain the above
insurance required in Article 5(a) and 5(b), the Landlord shall be permitted to
obtain such insurance in the Tenant’s name or as the agent of the Tenant. Any
amount paid by the Landlord for such insurance shall become immediately due and
payable as rent by Tenant to Landlord, together with interest thereon at the
prime rate charged by Bank One, Columbus, NA of 
Columbus, Ohio as of the date of payment, from the date of payment by
Landlord until paid by Tenant. Any such payment by Landlord shall not be deemed
to be a waiver of any other rights which the Landlord may have under the
provision of this lease or as provided by law.


 


(d)           Each
of the parties hereby waives all causes of action and rights of recovery against the other party, its agents, officers and
employees, for any loss or damage occurring to the Premises or the
improvements, fixtures, merchandise and personal property of every kind located
in and about the Premises resulting from any perils fully and effectively
covered by insurance, regardless of cause or origin, including negligence of
either party, its agents, officers and employees,
to the extent of any recovery under any policy or policies of insurance,
provided that the same will not
be invalidated in whole or in part by reason hereof.


 


6.             MAINTENANCE
OBLIGATIONS


 


(a)           Landlord
shall make repairs or replacements of those items disclosed by the inspection report attached hereto as Exhibit C to the
extent such repairs or replacements are necessary. Landlord otherwise shall be under no obligation to rebuild, replace, maintain or make repairs of any nature, structural or otherwise, to the Premises during
the term of this Lease or any extension or renewal thereof. Tenant
shall, during the term of this Lease, and any extension thereof, maintain the
Premises, and, at its own expanse, make all repairs and replacements, or
ordinary or extraordinary, structural or otherwise, required to keep the
Premises and all heating, air conditioning, plumbing and electrical system and
all fixtures and equipment, in good order and repair. All repairs and replacements made by Tenant shall be equal in
quality to the original work. Notwithstanding anything herein to the contrary,
Landlord shall be responsible, at its sole cost and expense, for compliance
with all laws, ordinances, orders, codes and regulations of federal, state, county, and municipal: authorities and with any direction of any public officer or officers, pursuant to law, and with any restrictions of record, which
require structural, changes to the
Premises. Landlord hereby represents
that as of the date hereof ,the roof and all structural components related thereto are not in need of any repairs or
replacement and are in good
condition.


 


(b)           Tenant shall, at its sole cost and expense, maintain all parking areas,
driveways and access roadways situated the Premises in good condition and repair and reasonably
clear of snow and debris, and shall at its expense adequately illuminate the
parking areas and driveways situated on the Premises during business hours.


 


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(c)           Tenant
shall, at its sole east and expense, maintain and keep open, free from obstruction and in good repair, all
electric, water, sewer and other utility
lines and connections, conduits, pipes, catch basins, manholes, poles,
lighting fixtures and other related facilities situated in, under or on the
Premises.


 


(d)           In the event Tenant should neglect to maintain the Premises, Landlord shall have the right (but not
the obligation) to cause repairs
or corrections to be made. Any amounts paid by the Landlord
for such repairs or corrections shall become immediately due and payable as rent by Tenant to Landlord, together with
interest thereon at the Default Rate.


 


Any such payments by Landlord shall not be deemed to be a waiver of any other rights which the Landlord may have under the provisions of this Lease or as provided by law.


 


7.             REAL ESTATE TAXES AND ASSESSMENTS


 


(a)           Tenant shall pay as additional rent, during the term of this Lease or
any renewal or extension thereof, as promptly as the same become due and
payable, all personal property taxes and real estate taxes and assessments,
both general and special, and any other public charges of any nature, ordinary
or extraordinary, now or hereafter levied, assessed, charged or imposed upon
the Premises during the term pf this Lease, or now or hereafter arising in
respect of the occupancy, use or won of the Premises, or any part thereof, by
Tenant. Landlord agrees to reimburse Tenant for any real estate taxes and
assessments, both general and special
levied, assessed, charged or imposed upon the Premises prior to the
commencement of the term of this Lease. Tenant shall furnish to the Landlord
upon demand receipts evidencing payment of all such taxes, assessments and
public charges. Upon termination of this Lease, all such taxes, assessments and
public charges for the then calendar year shall be prorated between the parties
using in the case of taxes the rate
and valuation in effect for the preceding year unless the rate and
valuation for the current year are known.


 


(b)           If
Tenant fails to pay such tames, assessments, or charges, Landlord may,
at his option, pay such taxes,
assessments, or charges, together with
all penalties and interest which may have been added thereto because of
Tenant’s delinquency or default, and may likewise redeem the Premises, or any
part thereof, or the building or improvements situated thereon, from any tax
sale or sales. Any such amounts so paid by Landlord shall become immediately
due and payable as rent by Tenant to Landlord, together with interest thereon
at the prime rate charged by Bank One, Columbus, NA of Columbus, Ohio, as of
the due date, from the date of payment by Landlord until paid by Tenant. Any
such payment by Landlord shall not be deemed to be a waiver of any rights which
the landlord may have under the provisions of this lease or as provided by law.


 


8.             NET
LEASE


 


It is the purpose and intent of Landlord, and Tenant that the rent
payable by Tenant hereunder shall be absolutely net to Tenant so that his Lease
shall yield, net, to Landlord, the rent specified in Article 3 hereof, and that
all costs, expenses or obligations of every kind and nature whatsoever relating
to the Premier, except interest and amortization required to be paid by
Landlord on any mortgage, shall be paid by Tenant. Tenant hereby agrees to and
shall indemnify and save Landlord harmless from and against any such costs,
expenses and obligation.


 


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9.             ALTERATIONS
AND INSTALLATIONS


 


(a)           Tenant
shall not make any alterations, installations, additions or improvements in or
to the Premises without Landlord’s prior written consent in each and every
instance, which consent will not be reasonably withheld. Any of the foregoing
work consented to by Landlord shall be done by competent contractors, approved
by Landlord, in a good and workmanlike manner and at Tenant’s sole expense,
unless otherwise agreed to in writing by the parties. Tenant shall, for all
approved alterations, at its sole cost and expense, obtain and provide Landlord
with a copy of all construction or alteration permits and with certificates of
occupancy upon completion and shall otherwise comply with all applicable laws and regulations. If the:
construction work is expected to cost in excess of Ten Thousand Dollars
($10,000.00 ), Landlord shall have the
right to require Tenant to
submit evidence of the availability of funds for such work.


 


(b)           All alterations, upon, additions, or
improvements in or to the Premises, whether installed by Landlord or Tenant,
shall become Landlord’s property and shall remain upon and be surrendered with
said Premises without disturbance or injury upon the termination this Lease by Lapse of time or otherwise, all without payment or credit to Tenant,
unless otherwise agreed to in
writing by Landlord and Tenant.


 


(c)           All articles of personal property and trade
fixtures owned or installed by Tenant at its expense on the Premises shall
remain the property of Tenant any may be removed by Tenant at any time,
provided that Tenant is not in default hereunder and that Tenant shall promptly
repair at its expense any and all damage to the Premises caused by such removal.
Landlord shall not be responsible or liable to Tenant for any loss or damage
that may be occasioned by or through the acts or omissions of Landlord or of
persons occupying adjourning Premises, or for any loss or damage resulting to
the Tenant or its property from damage or destruction to the Premises or from
bursting, stoppage or leakage of water, gas, sewer or steam pipes or any damage
or loss of property within the Premises from any causes whatsoever.


 


10.           DAMAGE OR DESTRUCTION


 


In the event of loss or destruction at or
wage or injury to the Premises, or any part thereof, by fire, the elements or
any other cause whatsoever, Tenant shall
have no right to terminate this Lease or to surrender the Premises, whether or
not the Premises are thereby rendered untenantable or unfit for occupancy. Whether
or not such loss, destruction or damage shall be covered by insurance and whether or not the insurance proceeds
are adequate for the purpose, Tenant shall promptly repair, restore or rebuild
the damaged portions of the Premises to a condition as nearly as reasonably
possible to the condition they were in immediately prior to such damage or
destruction, or with such changes and alterations as may be agreed to by
Landlord and Tenant. Landlord shall have the right to approve all such
construction n plans. Landlord agrees to disburse to Tenant, or its contractor,
insurance proceeds received by Landlord, under conditions or disbursements
satisfactory to Landlord and its mortgagee which are reasonable
and customary in the community and
on the basis of work completed. Such repairs, restoration, replacements or rebuilding shall be prosecuted and completed with reasonable
diligence.


 


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11.           SUBORDINATION TO MORTGAGES


 


Provided Tenant receives a Subordination
and Non-Disturbance Agreement in
a form reasonably acceptable to
Tenant, Tenant agrees that this
Lease shall be subject and subordinate to any mortgages that may hereafter
be placed upon the
Premises and to any and all advances to any be made thereunder and to the interest thereon,
and any and all renewals, replacements and extensions thereof, provided, that any such mortgage or a
separate agreement furnished by such mortgagee to Tenant provides in substance,
that if by foreclosure or otherwise such mortgagee or any successor in interest
shall come into possession of
the Premises or become the owner of the same or take over the rights of Landlord
in the same, it will not disturb the possession, use or enjoyment, of the Premises by
Tenant, its successors or assigns,
nor disaffirm this Lease or Tenant’s rights or estate so long as, all of the
obligations of Tenant are fully performed
in accordance with the terms of this Lease: 
Tenant agrees that any mortgagee may elect to have this Lease a prior
lien to its mortgage and in the event of such election and upon notification,
by any mortgagee to Tenant to that effect, this Lease shall be deemed prior in
lien to the said mortgage whether this Lease is dated prior to or subsequent to
the date of said mortgage. At the request of Landlord, Tenant shall execute and
deliver to Landlord whatever Instruments may be required for the foregoing
purposes.


 


12.           ASSIGNMENT AND SUBLETTING


 


(a)           Tenant shall not, without Landlord’s prior consent, which may not be
unreasonably withheld:


 


(1)           assign,
hypothecate, mortgage, encumber, or convey this Lease;


 


(ii)           allow any transfer thereof or any lien upon
Tenant’s interest by operation of
law;


 


(iii)          sublet the Premises or any part thereof; or


 


(iv)          permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant (items (i) through
(iv), collectively, a “Transfer”).


 


(b)           If
Tenant desires the consent of the Landlord to an Assignment or Subletting of
all or a part of the Building Premises (that
portion of the Premises being assigned
or sublet shall hereinafter referred
to as “Subject Premises”), Tenant shall submit to Landlord:


 


(i)            the
proposed sublease or assignment,
which is not to commence prior
to the first day of the month immediately following the month in which the thirtieth (30th) day following the submission to Landlord occurs; and


 


(ii)           sufficient
information to pent Landlord to
determine the acceptability of
the financial responsibility and charter
of Sublessee or Assignee.


 


(iii)          the proposed sublease or assist shall be only for the remaining term or renewal term existing at the time the sublease or assignment is proposed; the
Sublessee or Assignee shall have no, right to exercise any renewal options.


 


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(c)           Landlord within thirty (30) days after
receipt of such documents may:


 


(i)            terminate this Lease for the Subject Premises on the date the Sublessee or Assignment was to have
been commenced; or


 


(ii)           so terminate
this Lease for the, Subject Premises and
lease the Subject Premises, directly to Sublessee or Assignee; and


 


(iii)          if this Lease for the Subject Premises
be so terminated, Tenant shall
remain liable, for the above fixed
if this Lease for the Subject’ Premises
be so terminated, Tenant shall annual renal to the termination die even though
such may be billed subsequently.


 


(1)           If
Landlord either terminates this Lease for the Subject Premises or terminates
this Lease for the Subject Premises and leases the Subject Premises directly to
Sublessee or Assignee, Tenant’s liability and this Lease shall remain in full
force and effect for the remainder of the Premises and the term if the Sublease
is for less than the entire Premises or remaining term:


 


(d)           If
Landlord does not either terminate this Lease for the Subject Premises or
terminate this Lease for the Subject Premises and lease the Subject Premises
directly to Sublessee or Assignee pursuant to paragraph (c) above, Landlord ill
not reasonably withhold its consent except that such consent need not be
granted if:


 


(i)            in the reasonable judgment of Landlord the purposes for which
the Sublessee or Assignee intends to
use the Subject Premises are not in keeping with the use provisions
contained within this Lease;


 


(ii)           the Subject
Premises is not regular in shape with appropriate means
of ingress and egress and suitable for normal renting purposes;


 


(iii)          Space exists in the Building which may be
leased directly from Landlord without considering an Assignment or Sublease;


 


(iv)          Tenant is in default under this Lease;


 


(v)           in the reasonable judgment of the Landlord,
the intended use of the Subject
Premises will increase the cost of
insurance for the Building; and


 


(vi)          consent will, cause Landlord to violate any covenant extended to any
other Tenant, Sublessee, or Assignee.


 


(e)           If Landlord grants consent:


 


(i)            the terms and conditions of this Lease,
including among other things, Tenant’s liability for the Subject Premises
shall in no way be deemed or modified, abrogated or amended;


 


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(ii)           the consent shall nut be deemed a consent to
any further subletting or assignment by either Tenant, Sublessee or Assignee;


 


(iii)          If Tenant shall fail to
pay the rent as defined in Article 15, if all or any part of the leased
Premises are then assigned or sublet, Landlord, in addition to any other
remedies provided by this Lease or provided by law, may at its option, collect
directly from the Assignee or Sublessee all rents becoming due to Tenant by
reason of the Assignment Sublease, and Landlord shall have a security interest
in all properties on the leased Premises to secure payment of such sums. Any
collection directly by Landlord from the Assignee or Sublessee shall not be
construed to constitute a novation or release of Tenant from the further
performance of its obligations under this Lease.


 


(f)            No
Assignment under this paragraph shall be valid or effective until there is
delivered to Landlord a duplicate original of the written instrument of
assignment in recordable form containing the name and address of the Assignee
and the assumption by the Assignee of this Lease and of all obligations under
this Lease to be performed by Tenant after the effective date of the assignment.
No sublease consented to by Landlord shall be valid or effective until a
duplicate original thereof shall be delivered to Landlord.


 


(g)           Notwithstanding anything in this Lease
to the contrary, a sale of the stock or ownership interests of Tenant shall not be deemed to be a Transfer for purposes this Lease. Moreover Tenant
shall have the right (a “Permitted Transfer”) to assign this Lease in connection with any of the following: (1) sale of less than fifty
percent (50%) of: the stock or ownership
interests of Tenant, (2) sale or transfer of fifty percent (50%) or more
of the stock or ownership interests
of Tenant, provided the transferee is
in a comparable or superior financial
condition than Tenant at the
time of the transfer (3) merger or consolidation
of Tenant, or (4) an assignment or sublet to an entity which is
controlled by, controlling or
under common control with
Tenant, in each :case wither
Landlord’s consent Landlord shall have
no right to increase the Rent under this Lease, to recapture any or all of the Premises or terminate the Lease or
to seek the payment of any costs of the Landlord in connection with such permitted transfer. Any
sublet or assignment hereunder shall not
release or discharge Tenant of or from any liability, whether past,
present, or future, under this Lease, and Tenant all continue fully liable thereunder; provided, however, in the case of an assignment effected pursuant to the preceding provision, Tenant shall be released and discharged of its obligations and liabilities hereunder
so long as any such assignee has net worth equal to or in excess of the net
worth of Tenant and executes an instrument in writing fully assuming all of the obligations : and liabilities imposed upon Tenant under this Lease and delivers the same to
Landlord where upon Tenant shall be released of all such future accruing
liability. Tenant shall deliver to
Landlord promptly after the effective date, of any such Transfer, an executed copy of each such sublease or
assignment


 


13.           ACCESS
TO THE PREMISES


 


(a)           Landlord
or Landlord’s agents shall have the
right to enter the Premises at all reasonable times with reasonable notice to
examine the same and to make such repairs as Tenant is obligated to
make hereunder, but has failed
to make after written notice from Landlord.
Landlord shall be allowed to take all materials and equipment into the Premises that may be required to
carry out only of the foregoing Landlord agrees, however, to use its best efforts
to prevent any unnecessary inconvenience to Tenant in exercising any of the
foregoing rights.


 


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(b)           After
prior notice to Tenant, Landlord may exhibit the Premises to prospective
purchasers, lenders and tenants at reasonable times. During the last one
hundred eighty (180) days of this Lease, or any renewal term, Landlord may
enter the Premises for the purpose of altering, renovating, decorating,
repairing or otherwise preparing the Premises for reletting.


 


(c)           Landlord reserves unto itself, however, the
use of the roof, exterior walls and the area above and beneath the Premises,
together with the right to install, maintain, use, repair and replace
pipes, ducts, conduits, wires, and structural elements leading through the
Premises in location which  shall not
materially inter a with Tenant’s use thereof and serving other parts of the
Building Premises at Landlord’s expense.


 


(d)           Landlord may exercise all or any of the
foregoing rights without being deemed guilty
of an eviction or disturbance of Tenant’s use and possession, without being
liable in any manner to Tenant, and without elimination or abatement of rent,
or payment of other compensation.


 


(e)           Notwithstanding
anything herein to the contrary, Landlord’s rights under this paragraph are
limited to Tenant related purposes or purposes which will directly benefit Tenant.


 


14.           MECHANICS LIENS


 


If a mechanics lien is filed against the
Premises for, or purporting to be for, labor or material alleged to have been
furnished; or to be furnished to, or for Tenant or any Sublessee of Tenant at
the Premises, Tenant shall cause such lien to be discharged within fifteen (15) days after written notice from Landlord, by bonding proceedings or otherwise. If Tenant shall fail to
take such actions as shell cause such lien to be discharged within said fifteen
(15) day period, Landlord may, at its optima pay the amount of such lien or may
discharge the same by bonding proceedings and, in the event of such bonding
proceedings, Landlord may require the linear to prosecute the appropriate
action to enforce the lienor’s claim. Any such amount paid or expense incurred
by Landlord, or any expense incurred
or sum of money paid by Landlord by reason of the failure of Tenant to comply with
the foregoing provision of this paragraph, or in defending any such action,
shall become immediately due and payable as rent by Tenant to Landlord,
together with interest thereon at the rate of the prime rate charged by Bank
One, Columbus, NA of Columbus, Ohio as of the date of payment, from the date of payment by Landlord
until paid by Tenant. Any such payment by
Landlord shall not be deemed to be a waiver of any rights which the Landlord may have under the provision of this Lease
or as provided by law.


 


15.           REMEDIES
OF LANDLORD


 


(a)           If Tenant shall fail to pay to Landlord other amounts provided herein to be paid to Landlord within ten (10) days after rendition of a statement therefor, or defaults in
the prompt and full performance of
any of Tenant’s covenants and dents
hereunder; and said default is not corrected within fifteen (15) days
after notice from Landlord of said default (or if such default is of such a nature that it cannot be cured completely within such fifteen (15) day period, if Tenant shall not have promptly commenced
to cure the default
within said fifteen (15) day 


 


10

















 


period or
shall have not diligently prosecuted
the curative work to
completion), or if the leasehold
interest of Tenant be levied upon under execution, or be attached, or if any voluntary or involuntary petition or similar
pleading under any
Act of Congress relating to bankruptcy shall be filed by or against Tenant, or if any voluntary or involuntary
proceedings in any court
or tribunal shall be instituted by or
against Tenant, or any guarantor of this Lease, to declare Tenant or any guarantor of this Lease insult or finable to pay the debts of Tenant or
any guarantor of this
Lease, or if Tenant or any guarantor of
this Lease make an assignment for the benefit
of creditors or if a receiver be appointed
for any property of
Tenant, or if Tenant abandons the Premises, then and in any such
election and with or without demand whatsoever forthwith
terminate this Lease and Tenant’s right to possession of said Premises,
or Landlord may, without this Lease, terminate Tenant’s right to possession of the Premises.


 


(b)           Upon the termination of this
Lease, or upon the termination of Tenant’s rights to possession
without termination of this Lease, Tenant: shall surrender possession and vacate
the Premises immediately, and Landlord may enter
into and repossess the Premises with our
without process of law and remove all persons and property therefrom in the same manner and with the same right as if this Lease had not been made, and for the purpose
of such entry and repossession Tenant waives any notice provided by Law or
otherwise to be given in connection therewith.


 


(c)           If Landlord elects to
terminate Tenant’s right to possession only, without terminating this Lease as
above provided, Landlord may remove from the Premises and all property found
therein (subject to the waiver of notice provisions of subparagraph (b) above),
and such repossession shall not release Tenant from Tenant’s obligation to pay
the rent reserved herein. After such repossession of the Premises by Landlord
without termination of this Lease, Landlord agrees to make reasonable efforts
to rent the Premises, or any part thereof; as agent of Tenant or otherwise, to
such person, firms or corporations as Landlord: shall in its sole discretion
consider financially responsible and suitable as a Tenant or Tenants and for
such time and upon such terms as Landlord
in Landlord’s sole discretion, may determine, and for the purpose of such relenting,
Landlord may make repairs, alterations and additions to the Property and
redecorate the same to the extent reasonably deemed by Landlord as necessary,
and Tenant shall, upon demand, pay the cost thereof together with Landlord’s
expenses (including but not limited to attorney’s fees and any broker’s
commissions) of reletting. However, in no event shall Tenant be responsible
for any costs for such repairs; alterations and additions in and to the
Premises and redecorate the Premises in the event Landlord terminates Tenant’s
right to possession during the
final six (6) months of the Term; provided
such termination is not a result of Tenant’s failure to pay sums due under the Lease; after notice, as provided in the Lease. If the rents
collected by Landlord upon any such reletting are not sufficient to pay monthly and annually the full
amount of the rent and other sums provided herein to be paid by Tenant to Landlord, together with the costs
of such repairs, alterations,
additions, redecorating and expenses, or if Landlord has not received any rents
from reletting, Tenant shall pay to Landlord the amount of each monthly and annual deficiency
upon demand. If the rent so collected from any such reletting is more than
sufficient to pay the full amount of the rent reserved herein together with the cost of such
repairs, alterations, additions, redecorating and expenses, Landlord, at the end of the stated term of this Lease, shall be under no
obligation to account to Tenant for any surplus.


 


11

















 


(d)           If Landlord elects to terminate this Lease as above provided, Landlord
shall be entitled to recover as damages an amount equal to the then present
value of the rent and other sums provided hereunto be paid by Tenant to Landlord
for the entire remainder of the state Lease
term.


 


(e)           Any
and all property which may be removed from the Premises by Landlord may be handled, removed, stored or
otherwise disposed of by Landlord at the risk and expense of Tenant, and Landlord shall in no event be responsible for the preservation or
safekeeping thereof, or be deemed liable to Tenant in conversion or otherwise.


 


(f)            If Tenant shall default in performing any term,
covenant or condition of this Lease, which default may be cured by the expenditure of money, Landlord, at Landlord’s option,
may, but shall not be obligated .to on behalf Tenant, expend such sums as may be necessary to perform and fulfill such terns, covenant or condition, and any
and any sums so owed by Landlord, with interest thereon at the Default Rate, shall be deemed to be
additional rent, and shall be repaid by Tenant to Landlord on demand, but no
such payment or expenditure by Landlord shall be deemed a waiver of Tenant’s
default nor shall it affect any other remedy of Landlord by reason of such
default.


 


(g)           All rights and remedies of Landlord herein
set forth are in addition to any and all rights and remedies allowed by law and
equity.


 


16.           INDEMNITY


 


(a)           Tenant Agrees to indemnify and save harmless Landlord from and against
any and all claims as a result of or arising out of, directly or indirectly,
any of the following:


 


(i)            the breach by Tenant or any of its agents,
contractors, employees, customers, visitors or. licensees of any covenant or
agreement of Lease on the part of Tenant to be performed or observed.


 


(ii)           Tenant’s use or occupancy of the Premises or
any part thereof or any sidewalk, drive or space adjacent thereto.


 


(iii)          the carelessness, negligence or improper
conduct of Tenant or any of its agents, contractors, employees, customers,
visitors or licenscees.


 


(b)           Tenant further agrees to indemnify and save harmless Landlord from and
against all costs, damages, expenses, losses, fines, liabilities and counsel
fees paid, suffered or incurred as a result of any of the above-described
claims or any actions or proceedings brought thereon; and in case any action or
proceeding is brought against Landlord by reason of any such claim, upon notice
from Landlord, Tennant agrees to resist or defend at Tenant’s expense such
action or proceeding by counsel satisfactory to Landlord.


 


(c)           Tenant’s liability under this Article 16 and this Lease extends to the
acts and omissions of any subtenant or assignee of Tenant and any agent,
contractor, employee customer, visitor or licensee of any such subtenant or
assignee.


 


12

















 


(d)           Landlord
shall indemnify, protect, defend and hold harmless, Tenant and its officers, agents, partners, members and
employees from and against any and all claims arising from Landlord or Landlord’s
agents or employees, negligent willful acts or Landlord’s failure to affirmatively
perform its obligations
hereunder, in which event
Landlord shall indemnify, defend and hold harmless Tenant and its officers,
agents, partners and employees from any obligations, liabilities, costs,
damages, claims and expenses of whatever
nature arising as a result thereof.


 


17.           ESTOPPEL CERTIFICATES


 


At any time and from time to time, Tenant
agrees, upon request in writing from Landlord, to execute; acknowledge and
deliver to Landlord a statement in writing certifying, if true, that this Lease
is unmodified and in full force and effect (or if there have been
modifications, that the same in full force and effect as modified and stating the
modifications) and the dates to which the rent and other charges have been
paid.


 


18.           UTILITIES


 


Tenant, agrees during the term hereof to pay
all charges for electricity, water, sewer, gas, heat, telephone and other
utility services used, consumed or wasted upon the Premises. Landlord shall not
be liable for the quality; quantity
or any interference with such utilities.


 


19.           EMINENT DOMAIN


 


(a)           If the whole of the Premises shall be taken
in appropriation proceedings or by any right of eminent domain (including a
conveyance in lieu thereof) then this Lease shall terminate from the time
possession thereof is required from public use and from that date on the
parties shall be released from further obligations thereafter accruing
hereunder.


 


(b)           If less than twenty-five Percent (25%) of the
floor space of the building occupied by Tenant on. the Premises shall be so
taken, the Lease term shall cease only with respect to the part so taken as of
the day possession thereof is required for
public use, and Tenant shall
pay rent up to that day with appropriate refund by Landlord of such rent as may
have been paid in advance for the portion so taken for a period subsequent to
the date of the taking.


 


(c)           If twenty-five Percent (25%) or more of the
space of the building occupied by Tenant shall be so taken, then the term of
this Lease shall cease only as to the part so taken from the date possession
thereof is required for public use and Tenant shall pay rent up to that day
with an appropriate refund by Landlord of such rent as may have been paid in
advance for a period subsequent to the date of the taking; provided, however,
that either party shall have the right to terminate this Lease in such event as
to the entire Premises upon notice in writing thereof made upon the other party
within thirty (30) days after such taking of possession.


 


(d)           If,
following a taking of a portion of the Premises by eminent domain, this Lease
is not terminated under the provisions of this Article, there shall be an
equitable adjustment of the rent based upon the portion of the Premises taken,
and Landlord shall make all necessary alterations to the Premises so as to make
the Premises a complete architectural unit.


 


13

















 


(e)           Tenant agrees that Landlord
shall be entitled to collect from any condemning authority the entire award
that may be made in any condemnation or appropriation proceeding without
deduction therefrom for any estate or rights vested in or owned by Tenant, and
Tenant shall not have any claim against Landlord by reason of any condemnation
or taking of the whole or part of the Premises, nor any claim to the amount or any portion thereof which may be awarded
as damages or paid as the result of any condemnation or taking; provided, however,
that Landlord shall not be entitled to any separate award made to Tenant for
loss of business, depreciation to and cost of removal of stock and fixtures.


 


20.           NO WAIVER


 


(a)           No
receipt of money by Landlord from Tenant with knowledge of the breach of any
covenants of this Lease, or after the termination hereof, or after the service
of any notice, or after the commencement
of any suit or after final judgment for possession of the Premises shall be
deemed a waiver of such breach, nor shall it reinstate, continue or extend the
term of this Lease or affect any such notice, demand or suit.


 


(b)           No payment by Tenant or, receipt by Landlord
of a lesser amount than the monthly rent. herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord’s right to recover the balance of such rent o r pursue any other remedy
in this Lease provided.


 


(c)           No delay or failure on the part of Landlord
in exercising or enforcing any right, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
other right, power or privilege.


 


(d)           No act done or thing said by Landlord or
Landlord’s agent or employees shall constitute a cancellation, termination. or
modification of this Lease, or a waiver of any covenant, agreement or condition
hereof, nor relieve Tenant from Tenant’s obligation to pay the rents reserved
or other charges to be paid hereunder. Any waiver or release by Landlord and
any cancellation, termination or modification of this Lease must be in writing
signed by Landlord.


 


21.           NOTICES


 


Whenever it shall be necessary or desirable
for Landlord to serve any notice or demand upon the other, such notice or
demand shall be sent by U.S. Postal
Service certified mail with return receipt,
recognized courier service such as Federal Express or personal delivery. Notice may be given on behalf of either party by their attorney. Notices shall be addressed to
the Landlord at the address where the last previous rental payment was paid. Notices
shall be addressed to Tenant at 8337 Green Meadows Drive, Lewis Center, Ohio
43035. Notice sent. as aforesaid
shall be deemed to have been served at the time the same is delivered or
refused. Either party shall have the right to change the address for notices by
giving written notice of such change to the other party.


 


14
















 


22.           RECORDING


 


This Lease shall not be recorded. However, if
either of the parties hereto desires to record a statutory memorandum to this Lease, Landlord and Tenant agree
to execute and deliver to the other a recordable memorandum of this Lease
containing only the minimum statutory requirements, which memorandum of this
Lease may then be recorded in the office of the County Recorder of Franklin
County, Ohio.


 


23.           END OF TERM


 


Upon the expiration or other termination of
the term of this Lease, including any renewal term, Tenant shall quit and
surrender to Landlord the Premises together with all alterations,
installations; additions and. improvements, whether installed by Landlord or
Tenant, broom. clean, and in as good condition and repair as. the same were in at the commencement
of the term or were thereafter put by Landlord or Tenant, subject only to
ordinary wear and tear, and damage or destruction by fire or other casualty
covered by standard fire and extended coverage insurance, failing which
Landlord may restore said Premises to such condition and Tenant shall pay the
cost thereof, and Tenant shall remove all of its property from the Premises. If
Tenant fails to remove Tenant’s carpeting and personal property and trade
fixtures which it has a right to remove from the Premises within fifteen (15)
days after written notice from Landlord, Tenant shall be conclusively presumed
to have abandoned the same, and
ownership thereof shall forthwith vest in Landlord without payment or
credit to Tenant.


 


24            HOLDING OVER


 


Should Tenant remain in possession of the
Premises after the date of the expiration of the term of this Lease without the consent of Landlord then,
unless a new agreement in writing shall have been entered into between the
parties hereto, Landlord shall have the option to treat Tenant as a trespasser
or to hold Tenant as a Tenant from month-to-month at a monthly rental equal to
125% of the amount of the last monthly rent payable hereunder and otherwise
subject to all of the terms and conditions
of this Lease.


 


25.           SECURITY DEPOSIT


 


Not Applicable.


 


26.           LIMITATION OF LANDLORD’S LIABILITY


 


If Landlord shall fail to perform any
covenant, term or condition of this Lease upon Landlord’s part to be performed
and, as a consequence of such default,
Tenant shall recover a. money judgment against Landlord, such
judgment shall be satisfied only out of the proceeds of sale of received upon
execution of such judgment and levy thereon against the right, title and
interest of Landlord in the Premises,
and Landlord and any individual signing this Lease on behalf of Landlord
shall not be liable for any deficiency. It is understood that in no event shall
Tenant have any right to levy execution against property of Landlord other than
its interest in the Premises as hereinbefore expressly provided.


 


15

















 


27.           MISCELLANEOUS


 


(a)           Applicable Law. The Laws of the State of Ohio shall govern the validity,
performance and enforcement of this Lease. The invalidity or unenforceability of
any provision of this Lease shall not affect or impair any other provision.


 


(b)           Headings. The headings of articles and paragraphs are inserted only as a
matter of convenience and for referent and in no way define, limit or describe
the scope or intent of this Lease, nor in any way affect this Lease;


 


(c)           Assigns. The terms, covenants and conditions contained
in the Lease shall bind and inure to the benefit of Landlord and Tenant their
respective heirs, legal representatives, successors and assigns, subject, however, to the provision hereof requiring the consent of Landlord to any assignment
or subletting of this Lease.


 


(d)           Entire Agreement. This
Lease contains the entire agreement between the parties hereto, and shall
not be modified in any
manner except by an instrument
in writing executed by both of said parties or their respective successors in interest.


 


28.           QUIET
ENJOYMENT


 


Landlord covenants and agrees with Tenant
that upon Tenant paying the rent and other charges hereunder and observing and
performing all the covenants, agreements and conditions on Tenant’s part to be
observed and performed, Tenant may peaceably and quietly enjoy the Premises hereby demised without hindrance of
Landlord or any person lawfully claiming under Landlord, subject, nevertheless,
to the terms and conditions of
this Lease, any mortgage of Landlord, and any restrictions, conditions,
reservations and agreements of
record.


 


29.           ENVIRONMENTAL
PROTECTION AND UTILITY REGULATION


 


(a)           Tenant
shall not cause or permit any Hazardous Substance to be used, stored, generated
or disposed of on or in the Building Premises and/or Premises by Tenant, Tenant’s
agents, employees, contractors or invitees without first obtaining Landlord’s
written consent. If Hazardous Substances are used, stored, generated, or
disposed of on or in Premises (regardless of whether Tenant obtained Landlord’s consent as required above), or if the Building
Premises and/or Premises become
contaminated in any manner for which Tenant
is legally liable, Tenant shall unify and hold harmless Landlord from any and
all claims, damages, fines, judgments, penalties, costs, liabilities or losses
(including without limitation, a decrease in value of the Building Premises
and/or Premises, damages caused by loss or restriction or rentable or useable
space, or any damages caused by adverse impact on marketing of the space, and
any and all sums paid for settlement of claims, attorney’s fees, consultant and
expert fees) arising during or after the term of the Lease, or at any time prior
to the term of this Lease during which Tenant occupied the Premises, and
arising as a result of such contamination. This indemnification includes,
without limitation, any and all costs incurred because of any investigation of
the site or any cleanup, removal or restoration mandated by a federal, state or
local agency or political subdivision. Without limitation of the foregoing, if
Tenant causes or permits the presence of any Hazardous Substance on the Building Premises and/or Premises
(regardless of whether Tenant obtained Landlord’s consent as required above)
and that results in contamination, Tenant shall promptly, at sole expense, take
any and all necessary actions to return the Building Premises 


 


16

















 


and/or Premises to the condition
existing prior to the presence of such Hazardous Substance. Tenant
shall first obtain Landlord’s approval for
any such remedial action. As used herein, “Hazardous Substance” includes
any and all material or substances that are defined as “hazardous waste”, “extremely hazardous waste,” or a “hazardous
substance” pursuant to state, federal or local governmental law, and for the
purposes of this Lease, includes, but is not restricted to asbestos,
polychlorinated biphenyl (“PCBs”), petroleum products and petroleum wastes.


 


(b)           The
parties hereto acknowledge that energy shortages in the region in which the
Building Premises is located may, from time to time, necessitate reduced or
curtailed operation of the Building Premises and the business conducted by the
Tenant in the Premises. Tenant agrees to and shall comply with such rules and
regulations as may be promulgated from time to time by Landlord with respect to
energy consumption, and during such periods of time when, in the opinion of
Landlord, energy shortages so dictate, Tenant: shall reduce or curtail business
operations in the Premises as shall be directed by Landlord. Compliance with
such rules and regulations and such reduction or curtailment of business
operations shall not constitute a breach. of Landlord’s covenant of quiet
enjoyment nor shall the same constitute an actual or constructive eviction of
Tenant, or otherwise invalidate or affect this Lease Agreement, and Tenant
shall not be entitled to any
diminution, reduction or abatement of rent during periods of reduction or
curtailment of its operations. Failure to keep and observe said rules and
regulations and/or to reduce or curtail business operations as herein provided shall constitute an
event of default hereunder.


 


(c)           Landlord will
indemnify, defend and save Tenant harmless from any and all actions,
proceedings, claims, costs, including attorneys’
fees, expenses and losses of any kind arising (i) in connection with any
failure by Landlord, any prior Tenant, any existing sub-Lessees as of the date
hereof, or any other occupant to comply with any law, statute, ordinance or
regulation governing the use, handling, storage, transportation, generation,
release or disposal of Hazardous Substances, relating to or affecting the
condition, use or occupancy of the Premises , (ii) in the event that the foregoing representation is incorrect,
(iii) in connection with claims from the actions of any third party not under
Tenant’s control (items (i) through (iii), collectively, a “Hazardous Substance
Event”).


 


(d)           In the event that there is any Hazardous
Substance Event on the Premises which requires remediation and Landlord fails to commence
performance of such remediation within thirty (30) days of Landlord’s receipt of notice thereof and to diligently and in
good faith pursue the remediation to
completion, Tenant may perform
such remediation, and any and all reasonable costs and expenses incurred by
Tenant in the performance of any of Landlord’s obligations under this Article
shall be due and payable by Landlord to Tenant, within thirty (30) days
following presentation to Landlord of an invoice therefore. In the event such
invoice is not paid by Landlord within said thirty (30) day period, Tenant may reduce any and all payments of Rent,
by offsetting such costs against Rent reserved hereunder until such amounts
paid by Tenant, plus interest at the Default fate from the expiration of the
thirty (30) day period are fully repaid and reimbursed to Tenant. The parties
hereby agree that if Tenant shall exercise any of its set-off rights under this Article, in no event shall the same be
deemed a Default under any term of this Lease or otherwise.


 


17

















 


30.           IMPROVEMENT


 


(a)           Landlord shall furnish Tenant an allowance (the “Tenant Allowance”), of
up to One Hundred Thousand and No/100 Dollars ($100,000.00) upon Tenant’s
written demand at anytime during the Term. It is understood that Tenant may use
the Tenant Allowance for all of Tenant’s costs incurred in connection with this
Lease, the costs of designing and constructing Tenant improvements, including
all so-called hard and soft costs which is not limited to but will include
architectural and engineering fees, any costs incurred for furniture, furniture
systems, telecommunication systems, management information systems and the
like, all moving and. relocation costs and any other costs associated with the
establishment of Tenant in the Premise, cost associated with Licensing, Tenant’s
legal expenses in connection with this Lease and any licenses, permits, or
regulatory approvals arising in connection with the establishment and
accreditation of Tenant at the Premises. The Tenant Allowance shall be used for improvements which, in
Tenant’s reasonable judgment, be beneficial to future Tenants at the Property. In
the event Tenant does not use all or any portion of the Tenant Allowance for
the payment of the foregoing costs, Tenant may elect to apply such unused
portion, or all, of the Tenant Allowance against Rent as such becomes due.


 


(b)           Landlord shall pay the Tenant
Allowance to Tenant in monthly installments and in the amount requested
by Tenant in writing (“Request for
Allowance”) within twenty (20) days of Tenant’s Request for Allowance if all of the applicable
following conditions are met:


 


(i)            Costs incurred by Tenant for architects,
engineers or other professional services, Tenant shall only be required to
submit to Landlord for payment a statement for such services from such person
and the requirement set forth in clause 2 through 7 shall not be applicable;


 


(ii)           For construction payments, Tenant has
obtained building permits for all of the work with executed sign offs and
furnished copies thereon to Landlord;


 


(iii)          Tenant has substantially performed the work
described in the Request for Allowance;


 


(iv)          Tenant has furnished Landlord (i) an affidavit from Tenant listing all
contactors and suppliers whom Tenant has contracted with in connection with the
work, together with the cost of each contract, and the dollar amount of
work each contractor and supplier has performed in connection with the
Request for Allowance, and (ii) an affidavit from Tenant’s general contractor
listing all subcontractors and suppliers whom the general contractor has
contracted with in connection with the work, together with the cost of each
contract and the dollar amount of work each subcontractor and supplier has
performed) in connection with the Request for Allowance;


 


(v)           Tenant has performed all work theretofore completed, which amount shall consist of at least the amount of
the installment being requested;


 


(vi)          Tenant has furnished Landlord mechanic’s lien releases from the general
contractor in connection with the list for Request for Allowance; and


 


18

















 


(vii)         Tenant is not in Default under this Lease.


 


(c)           Landlord shall pay Tenant the final installment of the Allowance within
twenty (20) days after Tenant’s final Request for Allowance provided the
following conditions are met:


 


(i)            Costs incurred by
Tenant for architects; engineers or
other professional services, Tenant shall only be required to submit to
Landlord for payment
a statement for such services
from such person and the requirement set forth in clause 2 through 7 shall
not be applicable.


 


(ii)           Tenant has performed all of the work (including punch list items) in
accordance with all applicable provisions of this Lease;


 


(iii)          Tenant has furnished
Landlord (i) an affidavit from Tenant listing all contractors and suppliers whom
Tenant has contracted with in connection
with the work, together with the cost of each contract, and (ii) an affidavit from Tenant’s general
contractor listing all subcontractors and
suppliers whom the general contractor
has contracted with in connection with the work, together with the cost of each contract;


 


(iv)          Tenant has fully paid for all of the work and has furnished to Landlord a certificate from an officer of Tenant stating
that all the work has been paid for and setting forth the total
cost of the work ;


 


(v)           Tenant has furnished
Landlord valid, full and final mechanic’s lien releases from the general
contractor and all other contractors and suppliers who have performed work or
have furnished supplies in
excess of $10,000.00 for or in connection
with Tenant’s work at the Premises (including all parties listed in the affidavits referenced in [2] above) and such other
evidence as Landlord may reasonably request
to evidence that no liens can
arise from the work. In the event Tenant does not deliver final lien waivers
from its general contractor and
each supplier and contractor, in
lieu of such lien waivers
Landlord agrees that Tenant may
provide to Landlord an endorsement
to the title insurance policy issued by Landlord’s Title insurance company insuring Landlord against
any possible mechanic’s liens which
might arise as a result of Tenant’s Work. The form and content of the fide endorsement shall be
satisfactory to Landlord;


 


(vi)          Tenant has obtained a certificate of occupancy with respect to the
Premises;


 


(vii)         Tenant is not in Default under this Lease.


 


(d)           In
the event Tenant has satisfied each and, every requirement for the disbursement of any installment of the Tenant
Allowance and Landlord fails to pay the Tenant Allowance within twenty (20) days after such conditions
are met, then, unless Landlord pays the Tenant
Allowance to Tenant within an additional ten (10) days after receipt by
Landlord of notice from Tenant advising Landlord that the Tenant Allowance has
not been paid, Tenant shall have the right to set off the unpaid amount of the Tenant Allowance, together
with interest at the Default Rate accruing from the expiration of the initial
thirty (30) day period within which 


 


19

















 


Landlord is required to pay the Tenant
Allowance through the date either
Landlord pays the Tenant Allowance or Tenant sets off the unpaid amount of the Tenant Allowance from the Rent
that is otherwise payable pursuant to the tern of this Lease. Tenant shall advise Landlord in writing the amount
of the Tenant Allowance which is being set off against each installment of Rent
as such portion of the Tenant Allowance is so set off. The notice required
pursuant to the terms of this paragraph shall be given to Landlord at the address
for notices provided in this Lease.


 


31.           COUNTERPARTS


 


This Lease Agreement may be executed in
multiple counterparts which, when taken together, shall constitute one (1)
instrument.


 


[Signature Page to Follow]


 


20

















 


IN WITNESS WHEREOF, Landlord and Tenant have caused duplicate
counterparts of this Lease Agreement to be executed as of the day, month and
year first written above.


 


	
  Signed and Acknowledged in 

  	
   

  	
  LANDLORD:

  
	
  The presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SARCOM PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ J Clarke

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randy Wilcox 

  
	
   

  	
   

  	
   

  
	
  /s/ Teresa Cooke

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SARCOM DESKTOP SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Richard C. Mills

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard C. Mills

  
						



 


21

















 


FIRST AMENDMENT TO


LEASE AGREEMENT


 


THIS
FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is entered into as
of the 1st day of December 2002, by and between SARCOM PROPERTIES,
INC. (“Lessor”), and SARCOM DESKTOP SOLUTIONS, INC. (“Lessee”).


 


RECITALS:


 


WHEREAS,
Lessor and Lessee entered into that certain Lease Agreement dated December 15,
2001 attached hereto as Exhibit A (hereinafter referred to as the “Lease”),
pursuant to which Lessee leased approximately 144,000 rentable square feet of
space in a certain facility, together with the real estate upon which it is
located, and all improvements located therein, located at 8337 Green Meadows
Drive, in the City of Lewis Center, State of Ohio (the “Leased Premises”);


 


WHEREAS,
Lessor and Lessee have been affiliates and as of the date hereof continue to be
affiliates; and


 


WHEREAS,
Lessor and Lessee each desire to amend the Lease pursuant to the provisions of
this First Amendment.


 


NOW
THEREFORE, for and in consideration of the recitals herein above set forth and
for other good and valuable consideration the receipt of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows:


 


1.             Incorporation of Recitals and Terms:  The
foregoing recitals are hereby incorporated in and made a part of this First
Amendment. Unless otherwise defined in the First Amendment to the contrary, all
capitalized terms used herein shall have the respective meanings as are
ascribed to them in the Lease.


 


2.             Amendment. Section 2 of the Lease is hereby amended in its entirety to state
that “The term of this Lease shall commence on July 1, 2001 and shall terminate
on December 31, 2009, unless sooner terminated as provided herein. Notwithstanding
the foregoing, Tenant shall have the option to terminate this Lease at any time
after December 31, 2004 upon the consummation of a Change in Control (as
defined below) of Tenant, in exchange for a termination payment equal to:


 


	
  Date of Termination of Lease:

  	
   

  	
  Termination Payment

  
	
   

  	
   

  	
   

  
	
  January 1, 2005-December 31, 2005

  	
   

  	
  $500,000

  
	
  January 1, 2006-December 31, 2006

  	
   

  	
  $400,000

  
	
  January 1, 2007-December 31, 2007

  	
   

  	
  $300,00

  
	
  January 1, 2008 – December 31, 2008

  	
   

  	
  $200,000

  
	
  January 1, 2009-December 31, 2009

  	
   

  	
  $100,000

  



 


1

















 


For
purposes of this Lease, a “Change in Control” shall occur if:


 


(i)            any individual, partnership, firm,
corporation, association, trust, unincorporated organization or other entity,
or any syndicate or group deemed to be a person under Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), is or becomes
the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), directly or indirectly, of securities of
Tenant representing 50% or more of the combined voting power of Tenant’s then
outstanding securities entitled to vote in the election of directors of Tenant,
except that the conversion of debt to equity of the Tenant by the existing bank
group shall not constitute a “Change of Control”; or


 


(ii)           all or substantially all of the assets of Tenant are liquidated or
distributed.


 


3.             Continuing Effect. Except as specifically amended hereby, the
Lease shall remain in full force and effect and unmodified.


 


4.             Counterparts. This First Amendment may be executed in
multiple counterparts which, when taken together, shall constitute one (1)
instrument.


 


[SIGNATURE PAGE TO FOLLOW]


 


2

















 


IN
WITNESS WHEREOF, Lessor and Lessee have caused this First Amendment to Lease
Agreement to be executed as of the date first above written.


 


	
  Lessor:

  	
  Lessee:

  
	
   

  	
   

  
	
  SARCOM
  PROPERTIES, INC.

  	
  SARCOM
  DESKTOP SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Charles E. Sweet

  	
   

  	
   

  	
  By: 

  	
  /s/
  Charles E. Sweet

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   Charles
  E. Sweet

  	
   

  	
  Name:
   

  	
  Charles
  E. Sweet

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  	
   

  	
  Its: 

  	
  President

  	
   

  
															



 


3

















 


SECOND AMENDMENT TO


LEASE AGREEMENT


 


This Second
Amendment to Lease Agreement (“Second Amendment”) is entered into as of the
22nd day of March, 2004 by and between SARCOM
PROPERTIES, INC. (“Lessor”) and SARCOM  DESKTOP SOLUTIONS, INC. (“Lessee”).


 


Background
Information


 


Lessor and
Lessee entered into a certain Lease Agreement dated July 1, 2001 and a First
Amendment to Lease Agreement dated December 1, 2002 (hereinafter referred to as
“Lease”) pursuant to which Lessee leased approximately 144,000 rentable square
feet of space at a certain facility
together with the real estate upon which  it
is located and all improvements located therein at 8337 Greenmeadows Drive, in the City of Lewis Center, State of Ohio
(“Premises”).


 


Lessor and
Lessee are desirous of modifying the terms and. conditions of said Lease in the  following manner:


 


Therefore, for  and
in consideration of the recitals herein set forth and for other good. and valuable
consideration, the receipt of which is hereby acknowledged, Lessor and Lessee
hereby agree to  the
following:


 


Statement of Agreement


 


Section 1 - Demised Premises. Lessor
and.Lessee .hereby agree to reduce thePremises as follows:


 


(a)           Lessee to vacate an approximately 6,000
square foot area on the northwest 
corner  of the first floor of the
Premises, said area being that which formerly housed the tech service area. Said
square footage to be vacated and returned to Lessor on or before February 29,
2004.


 


(b)           Lessee to
vacate an  area of approximately 5,159 square
feet on the second floor. Same to be
inclusive of the large conference room and two (2) small  conference rooms. Said space shall be vacated and returned to Lessor on or before
February 29, 2004;


 


(c)           Lessee to vacate approximately 17,355 square
feet on the southwest corner of the first floor on or before March  31,
2004. Same to be inclusive of the  space
that contains tthe  executive briefing  room  and  the  security room.


 


Lessee covenants to return the space in reasonably clean condition and
in good condition and repair, normal wear and tear excepted. Lessor and Lessee
will review the space to be vacated and agree upon any maintenance or
renovation required to be performed by Lessee as a result of Lessee’s failure
to maintain the vacated space in the manner required by the Lease.


 


1

















 


As additional consideration for Lessor
releasing said square footage from the Lease, Lessee agrees that it  will exercise a buy-out option associated with  a certain
Lease Agreement for the furniture located in the aforesaid vacated space (“Vacated
Furniture”). The Vacated Furniture is set forth on a fixed asset list be
attached  hereto to this Second  Amendment
as  Exhibit A and should  include all furniture currently located in
the  space to be vacated. Lessee agrees to transfer
title  to the Vacated Furniture  free and
clear of any liens
and  encumbrances and to execute a
Bill of Sale setting forth same to Lessor. In consideration of said sale Lessor
will grant to the Lessee a rent credit in the amount of Twenty Thousand Dollars
($20,000.00)  (the  “Rent Credit”).


 


Lessee shall retain a 572 square foot area of
lab space on the first floor and Lessor agrees to install a.door from the lab
space into the space currently occupied by Lessee’s security group, which door
will serve to demise the space retained by Lessee on the first floor from the space to  be
vacated by Lessee. Same to  be 
completed as soon as practical.


 


Section 3 - Rent. The parties
hereby agree that effective as of 
December 1, 2004 the monthly Fixed Rental (as
defined in the Lease) shall be reduced to Forty Five Thousand Dollars
($45,000.00) per month. Lessor and Lessee acknowledge that Lessee is presently
in default in the payment of Fixed Rental under the Lease and is currently
obligated to pay Twenty-Five Thousand Dollars ($25,000.00) of rent for December
2003 (because $20,000 has already been paid) (“December 2003 Rent”), $45,000 of
rent for January 2004 (“January 2004 Rent”), $45,000 for February 2004 (“February
2004 Rent”), and $45,000 for March 2004 (“March 2004 Rent”). Lessee agrees that such past due  amounts
will be paid as follows:


 


	
  Payment

  	
   

  	
  Date Payable

  	
   

  	
  Amount

  
	
  March 2003 Rent

  	
   

  	
  March 22, 2004

  	
   

  	
  $45,000

  
	
  December 2003 Rent

  	
   

  	
  March 22, 2004

  	
   

  	
  $5,000(i.e. $25,000

  Less the Rent Credit)

  
	
  January 2004 Rent

  	
   

  	
  April 15, 2004

  	
   

  	
  $45,000

  
	
  February 2004.
  Rent .

  	
   

  	
  May 14, 2004

  	
   

  	
  $45,000

  



 


Lessor further covenants that commencing
on April 1, 2004  to  pay
the  new monthly Fixed Rental amount
within five (5) business days of the beginning of each month during the lease
term in accordance with the terms and
conditions of the Leese.


 


Section 6 - Maintcnance Obligations. Lessor and Lessee further agree to
take all reasonable steps to minimize utility costs inthe square footage being
vacated by Lessee, by example: lights will be turned off, doors closed  and
thermostats turned down or off. However, notwithstanding same, Lessee shall
continue to pay all utility costs and all costs for the maintenance and upkeep
of the entire building as if it is occupying the original Leased Premises and
shall continue paying same until the earlier of December 31, 2004 or the date
in which any other tenant occupies the vacated space following which its numerator
shall be reduced to the actual square footage leased by Lessee divided by the
total square footage of the space leased by lessee and the total square footage
of the space occupied by a new tenant. Each time a new tenant occupies space the  percentage  will
be recalculated.  The aforesaid shall not modify
Lessee’s obligation to turn over the Premises in the condition as set forth hereinabove. Lessor 


 


2

















 


acknowledges that Lessee will not have any obligation to clean or
maintain the space vacated from and after the dates such space is vacated. From
and after the date Lessor enters into a
lease  with a new tenant, Lessor
shall be responsible for all repairs, maintenance  and  replacements
to (i) the common areas of the building, (ii) the parking  areas, driveways
and access roadways serving the building and the Premises,
(iii) all utility lines and conduits, pipes, catch basins, manholes, sewer,  lighting  fixtures and other facilities
serving the building  and the Premises; and (iv) the roof and structural members  of
the building including walls and support  columns.
Lessee
shall pay its pro rata  share
of all such expenses.


 


Section
7 - Real Estate Taxes and Assessments. Lessor and Lessee
hereby  agree and acknowledge that Lessee on a “Net Lease”
basis is  responsible for 
all real  estate taxes  for the  144,000  rentable square feet  of the
Premises for the calendar year 2003 which
are due and  payable in June 2004. Commencing
with first half 2004 real estate taxes which will be billed and due at
the beginning of 2005, Lessee shall pay a prorated portion of
the real estate taxes and insurance  based on the  total square
footage of space leased by Lessee versus the total square footage of leasable
space at 8337 Greenmeadows Drive.


 


Section 8 - Leasing of Vacated Space.  Lessee
agrees to take all reasonable steps  to

provide assistance  to Lessor in releasing  of the
vacated space  to a new  tenant. Same to  include but not limited to allowing Lori Emery or
other employees designated by Lessee to be a primary contact for the showing of
the vacated space to perspective tenants and coordinate the activity of brakes
selected and retained by Lessor.


 


(a)           To work with Lessor in modifying or
determining solutions for data and voice cabling, security, parking and signage
for new tenants provided such support does not include Lessee incurring any
additional out-of-pocket costs.


 


(b)           Lessor and Lessee hereby agree to negotiate
in good faith to determine any market rate payments from Lessor to Lessee for
services to be provided by Lessee to Lessor in connection with the vacated
premises including but not limited to cleaning, telephone. ISP, etc. and to
determine a market .rate rental to be paid, by Lessee to Lessor for Lessee’s
use of the conference room on the first floor of the Demised Premises during
such period of time in which said conference room is not leased to any other
tenant. [Should the executive briefing room also be included here?]


 


(c)           All other terms and conditions of said Lease
shall remain in full force and effect and in the event of a contradiction or
inconsistency between the Lease and this Second Amendment, the teams and
conditions of this Second Amendment shall prevail.


 


(d)           Lessor and Lessee acknowledge that one of
the purposes of     this Second
Amendment is to resolve any and all defaults that may currently exist under the
Lease and that this Second                Amendment
is being entered into in good faith in order to to accomplish a fair settlement
of any defaults under the Lease and to resolve all disputes between Lessor and
Lessee with respect to the Lease.


 


3

















 


Section 9 - Multi-Tenant Building.
The parties  acknowledge that, except as
expressly provided in this Second Amendment, Lessee shall, from  and  after
the date  of  this Second Amendment, be responsible only for its
pro rata share of common  area  maintenance
and utility expenses,  taxes and insurance incurred in connection  with
the ownership  and operation of the building and the premises. Lessee
shall reimburse Lessor for its pro rata share of all such expenses. Lessee’s pro rata share  will be 80.20% on the date all of the space to be vacated is returned to Lessor.


 


Lessee shall have the right to audit
operating expenses as reported by Lessor, for accuracy and compliance with the
Lease. Lessor and its agents shall reasonably cooperate with Lessee to perform
any such audit. If  such  audit determines that Lessor has billed
Lessee in excess of the actual operating expenses incurred by  Lessor and allowed per the Lease, then Lessor
shall reimburse Lessee for the amount of the variance, and if said variance is
in excess of 5% of the total
operating expenses, Lessor shall reimburse Lessee for the actual cost of
performing the audit.


 


Witness our hands this 19th day of March,
2004.


 


 


	
   

  	
  SARCOM PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: /s/ James R. Wilcox

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Print Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SARCOM DESKTOP SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: /s/ Charles E. Sweet

  
	
   

  	
  Print Name: Charles E. Sweet

  
	
   

  	
  Print Title: Chairman

  
					



 


4