### **Exhibit 10.11**

### ** **

**LEASE**

 

**THIS LEASE** (the “Lease”)is made this 4th day of September, 2007 by and between **GATEWAY,INC.,**a Delaware corporation (hereinafter designated “Landlord”),and **MPC-PRO, LLC**, a Delaware limitedliability company (hereinafter designated as “Tenant”).

 

**WITNESSETH:**

 

**1.****            ****DATASHEET.**

 

This Section 1 is an integral part of this Lease andall of the terms, dates and requirements hereof are incorporated into thisLease in all respects. In addition to the other provisions which are elsewheredefined in this Lease, the following terms, whenever used in this Lease, shallhave the meaning set forth in this Section 1, subject to adjustments thereto ormore detailed definitions set forth elsewhere in this Lease. If there is anyconflict between any of the Lease provisions set forth in this Section 1 andany other provisions of this Lease, the latter shall control.

 

(a)           Premises:

 

(1)           Building:Argentina Building

 

(2)           Suite/Floor Number: Suite 220, 300 NorthCentennial Drive, North Sioux City, South Dakota 57049

 

(b)           RentableSquare Feet of Premises: Approximately 45,552

 

(c)           TotalGross Rentable Square Feet in Building: 214,594

 

(d)           Tenant’sPercentage Share of Building: 21.22%

 

(e)           LeaseCommencement Date: The Acceptance Certificate Date

 

(f)            LeaseTerm: Five (5) years from Lease Commencement Date

 

(g)                                 Initial Annual Base Rent: Months 1-12 $9.60 per rentable square foot (Base Rentschedule set forth in Section 5 of this Lease).

 

(h)           OptionTerm: Two (2) five (5) year option terms

 

(i)            SecurityDeposit: $36,400.00

 

(j)            TenantImprovement Allowance: $0

 

(k)           PermittedUses: General office, recruiting and training purposes, and any all related andincidental    uses.

 

**2.****            ****LEASEDPREMISES.**

 

A.            Inconsideration of all Tenant’s undertakings hereinafter set forth, includingpayment of rent as hereinafter specified, and contingent upon the satisfactionof all of the conditions set forth in Section 3 of this Lease (or waiverthereof), Landlord hereby leases to Tenant, and Tenant hereby leases fromLandlord, the premises (the “Premises”) that are part of the Building locatedat 300 North Centennial Drive in North Sioux City, South Dakota in thesuite/floor area designated in Section 1(a)(2) of the Data Sheet and as shownoutlined on the leasing plan attached hereto as Exhibit A, and containing theapproximate number of rentable square feet set forth in Section 1(b).

 

B.            Duringthe Term of this Lease, Tenant shall have the right to use, subject to theterms of this Lease, the Rules and Regulations referenced in Section 16 below,and all covenants, conditions and restrictions now or hereafter affecting theBuilding, the Premises; provided, however, within five (5) days of theExecution Date, Landlord shall deliver a copy of any such covenants, conditionsand restrictions of which Landlord has actual knowledge to Tenant. Further,Landlord shall promptly notify Tenant in writing of any modifications to anysuch covenants, conditions and restrictions of which Landlord has actualknowledge.

 

C.            Duringthe Term of this Lease, Tenant shall have the right at no additional cost toTenant to the non-exclusive use of the existing 500 KW generators upon thefollowing terms and conditions: (i) in no event shall Landlord be deemed to bemaking any representation and/or warranty with respect to the condition orfitness of such generator except as set forth herein; (ii) Tenant shall beresponsible for its pro-rata cost of all maintenance and operation

 

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associated with the generator (as billed by Landlord within thirty (30)days following the delivery of such bill, as additional rent due under thisLease) as well as all costs associated with segregating circuits of theexisting generator, or running new feeds to appropriate distribution panels;(iii) Tenant shall use such generator in accordance with applicable laws,codes, ordinances and regulations; and (iv) Tenant shall obtain the priorwritten consent of Landlord to any modifications, alterations, improvements orwork on such generators.

 

D.            Tenanthereby covenants and agrees that it shall have the right to exclusive use ofthe building equipment, fixtures and communication cabling located in thePremises which do not service other premises in the Building throughout theLease Term at no cost or expense to Tenant. Landlord and Tenant acknowledge andagree that Landlord is providing such property to Tenant for its use in anas-is basis without representation or warranty of any kind whatsoever,including the disclaimer of any warranties of merchantability, fitness for aparticular purpose or any other thing or nature whatsoever. Tenant shall beresponsible for the cost of any transportation and reconfiguration of any suchitems.

 

E.             Pendingcompletion of fit-up for the Premises, Tenant shall have the use of temporaryspace provided by Landlord under the same terms and conditions as this Lease.

 

F.             Subjectto existing rights of other Tenants, Tenant shall have a right of first refusalto enter into a lease for the remaining approximately 63,641 square feet ofspace adjacent to the Premises on the second floor of the Building on the sameterms and conditions contained in this Lease (the “Right of First Refusal”). Inthe event Landlord desires to lease such additional 63,641 square feet ofspace, Landlord shall, subject to existing rights of other Tenants, offer thespace to Tenant by notifying the Tenant in writing (the “Right of First RefusalNotice”). If Tenant does not exercise its Right of First Refusal by notifyingLandlord in writing of such exercise within five (5) days after having receivedthe Right of First Refusal Notice, Landlord shall be free to lease the space toany third party.

 

**3.****            ****CONDITIONSTO CLOSING.**

 

A.            Landlord’sobligation to lease the Premises to Tenant shall be both subject to andconditioned upon the satisfaction of all of the following conditions:

 

1.             TheClosing (as defined in the Asset Purchase Agreement) of the transactioncontemplated by the Asset Purchase Agreement among Landlord, Tenant, MPCCorporation and Gateway Technologies, Inc. dated September 4, 2007 (the “AssetPurchase Agreement”).

 

2.             Thetermination or expiration of the right of first refusal to lease the Premisesheld by Alorica, Inc. (“Alorica”) pursuant to that Lease dated August 10, 2006by and between Gateway Inc. and Alorica Inc. (the “Alorica Lease Agreement”).

 

3.             Landlordshall have received from Tenant the declaration in the form attached hereto asExhibit B specifying the information called for therein (the “AcceptanceCertificate”).

 

4.             Landlordshall have received from Tenant $36,400.00 to be held as collateral securityfor the payment of Base Rent, Additional Rent and any other sums payable byTenant under this Lease, and for the faithful performance by Tenant of allother covenants, conditions and agreements of this Lease, pursuant to Section 7of this Agreement.

 

B.            Tenant’sobligation to lease the Premises from Landlord shall be both subject to andconditioned upon the satisfaction of all of the following conditions:

 

1.             TheClosing (as defined in the Asset Purchase Agreement) of the transactioncontemplated by the Asset Purchase Agreement.

 

2.             Thetermination or expiration of the right of first refusal to lease the Premisesheld by Alorica pursuant to the Alorica Lease Agreement.

 

3.             Tenant’sacceptance and approval of the Premises (which approval may be granted orwithheld in its sole and absolute discretion) after having completed a “walk-through”inspection and review of the Premises.

 

**4.****            ****TERMAND COMMENCEMENT OF TERM.**

 

A.            Theterm of this Lease (the “Term”) shall commence on the date (the “LeaseCommencement Date”)

 

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that the Acceptance Certificate is delivered by Tenant to Landlord (the“Acceptance Certificate Date”), provided that all of the other conditions toclosing set forth in Section 3 have been satisfied or waived.

 

B.            TheTerm shall end on the expiration of the fifth (5th) year followingthe Lease Commencement Date unless the Term terminates sooner pursuant to anyother provision of this Lease or pursuant to law.

 

C.            Provided that (i) Tenant has not been in default under theLease, and is not then in default under this Leaseand no event or circumstance has occurred which,with the passage of time or the giving of notice, or both, could result in sucha default, and/or (ii) Tenant has not assigned this Lease or sublet all or anyportion of the Premises, Tenant may elect to extend the Lease Term for two (2)five (5) year renewal terms (each an “Option Term”) by giving Landlord writtennotice of its desire to do so at least nine (9) months prior to the end of thecurrent Lease Term. In the event Tenant elects to extend the Lease Term asherein provided, the Lease shall automatically be extended for such OptionTerm, upon the same terms and conditions as provided for herein, except thatthe Base Rent shall be an amount equal to ninety-five percent (95%) of the thenfair market rental value of the Premises (as determined pursuant to Exhibit Eattached hereto).

 

**5.****            ****CONDITION OF PREMISES.**

 

A.            Tenant hereby acknowledges and agrees that it isto demise the Premises in an “AS-IS” condition and Tenant’s taking possessionof the Premises shall be conclusive evidence as against Tenant that thePremises were in good order and satisfactory condition when Tenant tookpossession. No promise of Landlord to alter, remodel or improve the Premises,and no representation respecting the condition of the Premises has been made byLandlord to Tenant. Notwithstanding any other provision herein to the contrary,Landlord shall be responsible for all plans, specifications and costsassociated with demising the Premises. Upon the expiration of the term hereof,or upon any earlier termination of the term hereof or of Tenant’s right topossession, Tenant shall surrender the Premises in at least as good conditionas at the commencement of the term of this Lease, ordinary wear and tearexcepted.

 

B.            Landlordand Tenant acknowledge and agree that any and all alterations to be installedby Tenant within the Premises upon the inception of the Term of this Leaseshall be subject to the approval of Landlord (which approval shall not beunreasonably withheld, conditioned or delayed). Any and all such alterationsshall comply with all of the terms and conditions of this Lease and no approvalby Landlord shall be deemed a representation and/or warranty by Landlord as tothe sufficiency of same or the compliance of same with any and all applicablelaws, codes, rules, ordinances or regulations. Tenant shall perform any and allsuch work at its sole cost and expense and in a lien-free manner. Notwithstandingthe foregoing, Tenant may install and maintain furnishings, equipment, movablepartitions, business equipment and other trade fixtures (the “Trade Fixtures”)in the Premises, provided that the Trade Fixtures do not become an integralpart of the Premises or the Building, without Landlord’s prior consent. Tenantshall promptly repair any damage to the Premises or the Building caused by anyinstallation or removal of such Trade Fixtures.

 

**6.****            ****RENT.**

 

A.            Tenantshall pay to Landlord the following rent under this Lease:

 

1.             Commencingon the Lease Commencement Date, base rent (“Base Rent”) payable in advance inequal monthly installments (“Monthly Base Rent”) pursuant to the schedule below.The first installment of Monthly Base Rent shall be due and payable on theexecution of this Lease in an amount equal to a full month’s installment, andthe remaining successive installments shall be due and payable on the first dayof each calendar month during the Term. If the Rent Commencement Date occurs ona day other than the first day of a month, Base Rent from the Rent CommencementDate until the first day of the following month shall be prorated at the rateof one-thirtieth (1/30) of the Monthly Base Rent for each day, and any excesspaid as the first installment on the execution of this Lease shall be creditedtoward the second installment.

 
| **Period**         | ** ** | **Monthly Base Rent** | ** ** |
|--------------------|------------|---------------------------------|------------|
|               |       |                            |       |
| Month 1 – 12  |       | $                               | 36,441.60  |   |
| Month 13 – 24 |       | $                               | 37,542.44  |   |
| Month 25 – 36 |       | $                               | 38,681.24  |   |
| Month 37 – 48 |       | $                               | 39,858.00  |   |
| Month 49 – 60 |       | $                               | 41,072.72  |   |

 

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2.             Commencingon the Lease Commencement Date, additional rent (“Additional Rent”) consistingof all other sums of money as shall become due from Tenant under this Lease.

 

3.             AllBase Rent and Additional Rent payable under this Lease shall be collectivelyreferred to herein as “Rent.”

 

B.            Tenantshall pay all Rent without demand, deduction, set-off or counterclaim. IfTenant fails to make any payment of Rent or other sums required to be paid toLandlord hereunder within five (5) business days of any payment due date,Tenant shall pay to Landlord, as Additional Rent, for each month or partthereof until paid, a late fee equal to five percent (5%) of the amount due tocover Landlord’s administrative expenses, and interest until paid at theDefault Rate provided under this Lease; provided, however, that should suchlate fee or interest at any time be deemed to violate any applicable usury laws,the late fee or interest charged shall be the highest permissible by such laws.For default in the payment of Additional Rent, Landlord shall have the sameremedies as for a default in the payment of Base Rent. If Landlord shall at anytime or times accept any Rent after it has become due and payable, suchacceptance shall not excuse delay at subsequent times, nor constitute a waiverof any of Landlord’s rights under this Lease.

 

**7.****            ****SECURITYDEPOSIT.**

 

Tenant shall pay to Landlord Thirty Six Thousand FourHundred Dollars ($36,400.00) to be held as collateral security for the paymentof Base Rent, Additional Rent and any other sums payable by Tenant under thisLease, and for the faithful performance by Tenant of all other covenants,conditions and agreements of this Lease; the unused portion of the SecurityDeposit to be repaid to Tenant after the termination of this Lease or anyrenewal thereof within sixty (60) days of such termination, provided Tenantshall have made all such payments of this Lease. The Security Deposit shall notbe mortgaged, assigned, transferred or encumbered by Tenant without the writtenconsent of Landlord, and any such act on the part of Tenant shall be withoutforce and effect and shall not be binding upon Landlord. If any of the rentsherein reserved or any other sum payable by Tenant to Landlord shall be overdueand unpaid, or should Landlord make payments on behalf of Tenant, or shouldTenant fail to perform any of the terms of this Lease, then Landlord at itsoption and without prejudice to any other remedy that Landlord may have onaccount thereof, may appropriate and apply the entire Security Deposit or somuch thereof as may be necessary to compensate Landlord toward the payment ofBase Rent, Additional Rent or any other sums due Landlord pursuant to thisLease, or loss or damage sustained by Landlord due to such breach on the partof Tenant; and Tenant upon demand shall forthwith restore the Security Depositto the original sum deposited. Tenant’s failure to restore said deficiencywithin ten (10) business days after receiving Landlord’s written notice thereofshall constitute a Default hereunder. In the event of bankruptcy or othercreditor-debtor proceedings against Tenant, the Security Deposit shall bedeemed to be applied first to the payment of Rent and other charges dueLandlord for all periods prior to the filing of such proceedings.

 

In the event of a sale or transfer of Landlord’sestate or interest in the Land and Building, and Landlord’ssuccessor-in-interest assumes Landlord’s obligations under this Lease, Landlordshall have the right to transfer the Security Deposit to the vendee ortransferee, and Landlord shall be considered released by Tenant from allliability for the return of the Security Deposit. Tenant shall look solely tothe transferee for the return of the Security Deposit, and it is agreed thatall of the foregoing shall apply to every transfer or assignment made of theSecurity Deposit to a new transferee. No Mortgagee or purchaser of any or allof the Building at any foreclosure proceeding brought under the provisions ofany Mortgage shall (regardless of whether the Lease is at the time in questionsubordinated to the lien of any Mortgage) be liable to the Tenant or any otherperson for any or all of such sum (or any other or additional security depositor other payment made by the Tenant under the provisions of this Lease), unlessthe Landlord has actually delivered it in cash to such Mortgagee or purchaser,as the case may be. In the event of any rightful and permitted assignment ofTenant’s interest in this Lease, the Security Deposit shall be deemed to beheld by Landlord as a deposit made by the assignee, and Landlord shall have nofurther liability to the assignor with respect to the return of the SecurityDeposit.

 

No right or remedy available to Landlord or Tenant asprovided in this Section shall preclude or extinguish any other right or remedyto which Landlord or Tenant may be entitled.

 

**8.****            ****ADDITIONALRENT TO COVER OPERATING EXPENSES.**

 

A.            Foreach calendar year of the Term, Tenant shall pay to Landlord in the mannerprovided in this Section 8, as Additional Rent, Tenant’s Share of OperatingExpenses in connection with Landlord’s operation and maintenance of theArgentina Building (provided that by the terms of this Lease Tenant does notcontract directly for such service) during the initial Lease Term and anyextension thereof. Such Operating Expenses shall include, but not be limitedto, electricity, gas or other utility costs, property management fee (provided,however, Tenant’s share of  such

 

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property management fee shall not exceed five percent (5%) of Base Rentcalculated on an annual basis), real estate taxes, common area expenses, theamortized cost of capital improvements (as distinguished from replacement partsor components installed in the ordinary course of business) which are intendedto maintain the quality, appearance or safety of the Building and/or theproject in which the Building is located, reduce other operating expenses orincreases thereof (but not in excess of the reasonably estimated savings), orwhich are required to bring the Building and/or the project into compliancewith applicable laws and building codes enacted subsequent to the date of thisLease, and insurance costs.

 

Operating Expenses shall not include (i) capitalimprovements except as authorized by this Lease; (ii) costs of special servicesrendered to individual tenants (including Tenant) for which a special charge ismade; (iii) ground rents or interest and principal payments on loans orindebtedness secured by the Building; (iv) costs of leasehold improvements forTenant or other tenants of the Building; (v) costs for which Landlord isreimbursed by other tenants of the Building other than through payment oftenants’ shares of Operating Expenses and Taxes; (vi) leasing commissions,attorneys fees, and other expenses incurred in connection with leasing space inthe Building or enforcing such leases; (vii) depreciation or amortization;(viii) costs, fines or penalties incurred due to Landlord’s violation of anylaw; (ix) advertising and promotional expenses; (x) costs incurred becauseLandlord or any other tenant violated the terms of any lease, contract or otherlegal obligation; and (xi) costs of repairs or other work needed due to fire,windstorms, or other casualty or cause actually insured against by Landlord,except for casualty insurance deductible amounts.

 

B.            Priorto the determination of the actual amount of Operating Expenses, Tenant shallmake monthly installment payments toward such share on an estimated basis,based on Landlord’s estimate of the share. Tenant shall pay Landlord on thefirst day of each month of the calendar year one-twelfth (1/12th) of theLandlord’s estimate.

 

C.            Afterthe end of each calendar year, Landlord shall determine the amount, if any, bywhich the actual Operating Expenses for the calendar year varied from theestimated Operating Expenses. Landlord shall provide to Tenant a statement (the“Expense Reimbursement Statement”) of this determination no later than April1st of the following calendar year. Within twenty (20) days after delivery ofthe Expense Reimbursement Statement for each calendar year, Tenant shall pay toLandlord any deficiency between the amount shown and the payments made byTenant toward such amount in accordance with paragraph 7. In the case of excesspayments, Tenant shall be credited with the excess toward subsequent estimatedpayments. Each Expense Reimbursement Statement provided by Landlord pursuant toparagraph 7 shall be conclusive and binding upon Tenant unless within thirty(30) days after the receipt of the Expense Reimbursement Statement Tenantnotifies Landlord that it disputes the correctness of the Expense ReimbursementStatement and specifies with particularity the respects in which the ExpenseReimbursement Statement is claimed to be incorrect. Pending determination ofthe dispute, Tenant shall pay any amounts stated to be due from Tenant inaccordance with said Expense Reimbursement Statement, but such payment shall bewithout prejudice to Tenant’s position. Tenant shall have a period of sixty(60) days after delivery of the Expense Reimbursement Statement, upon at leastfifteen (15) days notice to Landlord, in which to inspect during normalbusiness hours, and at it expense, the appropriate books and records ofLandlord relating to Real Estate Taxes, Insurance Costs and Operating Expensesfor the purpose of verifying said Expense Reimbursement Statement. If Tenantfails to review the records or fails to give timely written notice to Landlordas required above, then Tenant shall be deemed to have accepted the ExpenseReimbursement Statement.

 

D.            Nothingcontained in this Section 8 shall be interpreted at any time to reduce theMonthly Base Rent payable under this Lease below the amounts specified for suchRent in Sections 6 and 7.

 

**9.****            ****SALES,USE OR OTHER TAXES.**

 

If, during the Term, any governmental authority havingjurisdiction levies, assesses or imposes any tax on Landlord, the Premises, theBuilding, the Land, or the Rent payable hereunder in the nature of a sales tax,a use tax, business license tax or any other tax except (i) income taxes, (ii)estate or inheritance taxes, or (iii) ad valorem real estate taxes (payment ofwhich is provided for in Section 8 as a part of Operating Expenses), Tenantshall pay the same to Landlord as Additional Rent upon the earlier to occur of(1) fifteen (15) days following receipt by Tenant of notice of the amount ofsuch tax or (2) at the time of, and together with, the first payment of MonthlyBase Rent due following receipt by Tenant of notice of the amount of such tax.If any such tax is levied, assessed, or imposed in such manner that the amountof the tax required to be paid by Tenant is not ascertainable because the taxrelates to more than the Premises or the rents payable hereunder, then Tenantshall pay a share of such taxes equal to the rentable square feet of thePremises divided by the total gross rentable square feet of the Building, asset forth in Section 1 of this Lease if such tax relates to the entirety of theBuilding, and if such tax is calculated or assessed other than by the entiretyof the Building, then Tenant’s share thereof shall be equitably determined byLandlord.

 

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**10.****         ****USE.**

 

A.            Tenantshall use and occupy the Premises solely for general office, recruiting andtraining purposes conducted by the Gateway operations acquired under the AssetPurchase Agreement and for no other purpose without the written consent ofLandlord.

 

B.            Tenantshall not commit nuisance or waste on the Premises. Tenant shall not use oroccupy the Premises or use the Building or any portion of either for anyunlawful, disorderly, or hazardous purpose, or in a manner that will obstructor interfere with the rights of other occupants or their invitees or in any wayinjure or annoy them. Tenant shall not conduct or permit any activity, or placeany equipment, in or about the Premises or the Building that shall in any wayincrease the rate of insurance premiums on the Building or on any personalproperty kept in the Building, or conflict with fire laws or regulations orwith any insurance policy on the Building or such personal property. Landlordshall have the right to prescribe the maximum weight and position of safes andother heavy equipment or fixtures that Tenant desires to install in thePremises.

 

C.            Landlordfurther covenants and agrees during the Term and any renewals or extensionsthereof to use its best efforts to assist Tenant in the procurement of economicdevelopment, government aid, or similar assistance which may be available forTenant, including providing any required Landlord consents, verifications,confirmations or certificates on behalf of Tenant not to be unreasonablywithheld or delayed.

 

D.            Tenantshall comply at its expense with all present and future laws, ordinances andrequirements of all governmental authorities that pertain to Tenant or its useof the Premises, including, without limitation, all federal and stateoccupational health and safety and handicap access requirements, whether or notTenant’s compliance will necessitate expenditures or interfere with its use andenjoyment of the Premises. Tenant shall not generate, handle, store or disposeof hazardous or toxic materials (as such materials may be identified in anyfederal, state or local law or regulation) in the Premises or project withoutthe prior written consent of Landlord; provided that the foregoing shall not bedeemed to proscribe the use by Tenant of customary office and cleaning suppliesin normal quantities so long as such use comports with all applicable laws. Tenantagrees that it shall promptly complete and deliver to Landlord any disclosureform regarding hazardous or toxic materials that may be required by anygovernmental agency. Tenant shall also, from time to time upon request byLandlord, execute such commercially reasonable affidavits concerning Tenant’sbest knowledge and belief regarding the presence of hazardous or toxicmaterials in the Premises. Landlord shall have the right at any time to performan assessment of the environmental condition of the Premises and of Tenant’scompliance with this Section at Landlord’s sole cost and expense. As part ofany such assessment, Landlord shall have the right, upon reasonable priornotice to Tenant, to enter and inspect the Premises and to perform tests(including physically invasive tests), provided those tests are performed in amanner that minimizes disruption to Tenant. Tenant will cooperate with Landlordin connection with any assessment by, among other things, promptly respondingto inquiries and providing relevant documentation and records. Landlord shallhave no liability to Tenant with respect to the results of any suchassessments, inspections or tests. Notwithstanding the above, the reasonablecost of the assessment/testing shall be reimbursed by Tenant to Landlord ifsuch assessment/testing determines that Tenant failed to comply with therequirements of this Section, and in that event Tenant shall accept custody andarrange for the disposal of any hazardous materials found in the test samples.In all events Tenant shall indemnify Landlord in the manner elsewhere providedin this Lease from any release of hazardous or toxic materials caused byTenant, its agents, employees, contractors, subtenants or licensees. Theforegoing covenants shall survive the expiration or earlier termination of thisLease.

 

Landlordhereby represents and warrants to Tenant that, to the best of Landlord’sknowledge, as of the execution of this Lease and as of the delivery of thePremises to Tenant: (a) no hazardous or toxic materials are, will be, or havebeen stored, treated, disposed of, or incorporated into, on, or around thePremises in violation of any applicable statutes, ordinances or regulations;(b) the premises are in material compliance with all applicable environmental,health, and safety requirements; and (c) any business heretofore operated onthe Property has disposed of its waste in accordance with all applicablestatutes, ordinances, and regulations. Landlord has no knowledge of any pendingor threatened action or proceeding arising out of the condition of the Premisesor any alleged violation of environmental, health, or safety statutes,ordinances or regulations. In no event shall Tenant be liable for, orresponsible for any remediation efforts related to, hazardous or toxicmaterials that impact the Premises, Building or Land prior to the LeaseCommencement Date or that impact the Premises, Building or Land after theexpiration or earlier termination of this Lease. Further, in no event shallTenant be liable for any contamination arising out of or related to the acts oromissions of Landlord, its agents, employees, contractors and other tenants onthe Premises or in the Building or the Land.

 

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**11.****         ****CAREOF THE PREMISES.**

 

Tenant shall atits expense keep the Premises (including all improvements, Landlord’sfurniture, fixtures, and equipment, and all other property contained in thePremises) in a neat and clean condition, and in good order and repair, andshall surrender the Premises at the end of the Term in as good order andcondition as they were at the commencement of the Term, reasonable wear andtear excepted. Tenant shall at its expense obtain janitorial service for thePremises in a manner sufficient to maintain same in a neat and clean condition.

 

**12.****         ****ALTERATIONSBY TENANT.**

 

A.            Tenantshall not make or permit any improvements, alterations, fixed decorations,substitutions or modifications, structural or otherwise (“Alterations”), to thePremises or to the Building without the prior consent of Landlord (both as towhether any such alterations may be made at all and as to the manner in whichthey may be made) in each instance (which approval shall not be unreasonablywithheld, conditioned or delayed). As used in this Section, the term “Alterations”includes, but is not limited to, the installation, modification or removal ofcarpeting; partitions; counters; doors; air conditioning equipment, includingductwork; plumbing; piping; lighting fixtures; electrical wiring of any kind,hardware; locks; ceilings;, windows; and window and wall coverings.

 

B.            Alterationsmay be made only at Tenant’s expense, by contractors or subcontractors approvedby Landlord, which approval shall not be unreasonably withheld or delayed, andonly after (i) Tenant has obtained all necessary permits from governmentalauthorities having jurisdiction and furnished copies of the permits toLandlord, (ii) Tenant has submitted complete plans and specifications toLandlord, and (iii) Landlord has given Tenant its approval as provided above. Landlordshall have the right to have the making of any Alterations supervised by itsarchitects, contractors, or workmen at Tenant’s expense. If any mechanic’s,materialman’s or similar lien is filed against the Premises, the Building, orthe Land for work done or materials supplied to Tenant, or claimed to have beendone for or supplied to Tenant, the lien shall be discharged by Tenant withinten (10) days thereafter, solely at Tenant’s expense, by paying off or bondingthe lien, and Tenant shall indemnify and hold Landlord harmless from any andall expenses, liens, claims, or damage to persons or property including, butnot limited to, the Building, that may arise from the making of any Alterations.If any Alteration is made without the prior consent of Landlord, Landlord maycorrect or remove the Alteration at Tenant’s expense. Following completion ofthe Alterations, Tenant shall deliver to Landlord a complete set of “as built”plans on electric media showing the Alterations, or shall reimburse Landlordfor any expense incurred by Landlord in causing the Building plans to bemodified to reflect the Alterations.

 

**13.****         ****EQUIPMENT.**

 

Tenant shall notinstall or operate in the Premises any equipment or other machinery, other thanstandard size office copiers, and other machines requiring similar low electricconsumption without (i) first obtaining the consent of Landlord (who maycondition such consent upon the payment by Tenant of Additional Rent incompensation for additional consumption of utilities or additional wiringneeded for the equipment of machinery), and (ii) securing any necessary permitsfrom governmental authorities and utility companies and furnishing copies ofsuch permits to Landlord. Tenant shall not install any equipment or machinerythat necessitate any changes, replacements or additions, to, or in the use of,the water, heating, plumbing, air conditioning, or electrical systems of theBuilding without first obtaining the prior consent of Landlord  (which approval shall not be unreasonablywithheld or delayed). Business machines and equipment belonging to Tenant thatcause noise or vibration that may be transmitted to any part of the Building tosuch a degree as to be objectionable to Landlord or to any other tenant shallbe installed and maintained by Tenant, at Tenant’s expense, only on vibrationeliminators or other devices sufficient to eliminate the noise and vibration.

 

**14.****                              ****ALTERATIONS, EQUIPMENT AND OTHERPROPERTY BELONGING TO LANDLORD/REMOVAL OF PERSONAL PROPERTY.**

 

A.            AnyAlterations and other improvements and any equipment, machinery, furniture,furnishings, and other property, installed or located in the Premises or theBuilding by or on behalf of Landlord or Tenant (except for “Tenant’s PersonalProperty,” as hereinafter defined) shall immediately become the property ofLandlord and shall remain upon and be surrendered to Landlord with the Premisesas a part thereof at the end of the Term; provided, however, that if Tenant isnot in default under this Lease, Tenant shall have the right to remove, priorto the end of the Term, Tenant’s Personal Property, and provided, further, thatif Landlord should elect that any Alterations be removed at the end of theTerm, Tenant shall cause the same to be removed at Tenant’s expense orreimburse Landlord for doing so. The term “Tenant’s Personal Property” shallmean all equipment, machinery, improvements, furniture, fixtures, furnishingsand other property now or hereafter installed or placed in or on the Premisesor the Building by and at the

 

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sole expense of Tenant with respect to which Tenant has not beengranted any credit or allowance by Landlord and which (i) is not used, or wasnot procured for use, in connection with the operation, maintenance orprotection of the Premises or the Building, (ii) is removable without damage tothe Premises or the Building, and (iii) is not a replacement of any property ofLandlord, whether such replacement is made at Tenant’s expense or otherwise.Notwithstanding any other provision of this Lease, Tenant’s Personal Propertyshall not include any Alterations, or any improvements or other propertyinstalled or placed in or on the Premises as part of Landlord’s Work, whetheror not any such Alterations, improvements, or other property were at Tenant’sexpense.

 

B.            Tenantshall remove all Tenant’s Personal Property and Trade Fixtures from thePremises at the termination of this Lease. Any property belonging to Tenant orany other person that is left in the Premises after the date the Lease isterminated for any reason shall be deemed to have been abandoned. In suchevent, Landlord shall have the right to declare itself owner of such propertyand to dispose of it in whatever manner Landlord considers appropriate withoutwaiving its right to claim from Tenant all expenses and damages caused byTenant’s failure to remove the property, and Tenant shall not have any right tocompensation or claim against Landlord for the value of such property.

 

**15.****         ****LANDLORD’SACCESS TO PREMISES.**

 

Landlord and itsagents may, at any reasonable time upon reasonable prior notice (except in anemergency, when no such notice shall be required) and without liability toTenant, other than liability for personal injuries and damages resultingdirectly from the gross negligence of Landlord or its servants, enter thePremises to examine them or to make alterations or repairs or for any purposewhich Landlord considers necessary for the repair, operation, or maintenance ofthe Building; provided, however, that in the case of an emergency, Landlord mayenter the Premises at any time, with or without notice, whether or not saidentry is reasonable. Tenant shall allow the Premises to be exhibited byLandlord or its agents upon forty-eight (48) hours prior notice (i) to anyrepresentative of lending institutions or to any prospective purchaser orpurchasers of the Building, and (ii) during the last twelve (12) months of theTerm or renewal term, to prospective tenants of the Premises or other space inthe Building.

 

**16.****         ****SERVICESAND UTILITIES.**

 

So long as Tenant is not in default under this Lease,Landlord shall provide the following facilities and services to Tenant thecosts of which shall be included as Operating Expenses:

 

A.            Centralheating and air conditioning during the seasons of the year when these servicesare normally and usually furnished, and within the temperature ranges and insuch amounts normally or usually furnished in comparable office buildings inNorth Sioux City, South Dakota with Tenant to pay its proportionate share of thecost of utilities incurred to provide such heating and air conditioning withinthirty (30) days of Landlord’s invoice therefor.

 

B.            Cleaningof the lobby in Landlord’s standard manner and provision of water services tolavatories as normally or usually furnished in comparable office buildings inNorth Sioux City, South Dakota.

 

C.            Electricalfacilities to furnish sufficient electrical power to Tenant’s equipmentinstalled in accordance with Section 13 hereof; provided, however, Tenant shallbe responsible to pay any and all costs associated with the use and consumptionof any such electrical utility services as Operating Expenses.

 

D.            Accessto the Premises on a full-time twenty-four (24) hour basis, subject to suchregulations as Landlord may impose for security reasons. Landlord shall have noobligation whatsoever to provide guard service or other security measures forthe benefit of the Premises or the Project. Tenant assumes all responsibilityfor the protection of Tenant, its employees, agents, invitees and property fromacts of third parties. Nothing herein contained shall prevent Landlord, at itssole option, from providing security protection for the Project or any partthereof, in which event the non-capital cost thereof shall be included within thedefinition of Operating Expenses. Tenant hereby acknowledges that existingsecurity improvements are satisfactory.

 

Any failure byLandlord to furnish the foregoing service resulting from Unavoidable Delays, ashereinafter defined, or from temporary interruption of the foregoing servicesdue to repairs or maintenance, shall not render Landlord liable in any respectfor damages to either person or property, nor be construed as an eviction ofTenant, nor cause an abatement of rent, or relieve Tenant from Tenant’sobligations under this Lease; provided Landlord uses commercially reasonableefforts to restore such services. For purposes of this Section 16 and ofSection 32, the term “Unavoidable Delays” shall mean any delays due to strikes;labor disputes; shortages of material, labor or energy; acts of God;governmental restrictions; enemy action; civil commotion; fire; unavoidablecasualty or other causes beyond the control of Landlord and which do not arisefrom the gross negligence or willful misconduct of Landlord, its officers,agents, employees and licensees.

 

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If any publicutility or governmental body shall require Landlord or Tenant to restrict theconsumption of any utility or reduce any service for the Premises or theBuilding, Landlord and Tenant shall comply with such requirements whether ornot the utilities and services referred to in this Section are thereby reducedor otherwise affected, without reduction or adjustment of Rent hereunder.

 

Landlord and itsagents shall be permitted reasonable access to the Premises, and the right toinstall facilities within or through the Premises, in order to install andservice the systems deemed necessary by the Landlord to provide to othertenants of the Building the services and utilities referred to in this Section.

 

**17.****                              ****RULES AND REGULATIONS.**

 

Tenant and itsagents and invitees shall abide by and observe the rules and regulationsattached hereto as Exhibit C and such other rules and regulations as may bepromulgated from time to time by Landlord for the operation and maintenance ofthe Building, provided such rules and regulations do not unreasonably interferewith Tenant’s permitted use of the Premises and do not contradict the terms andprovisions of this Lease. Nothing contained in this Lease shall be interpretedto impose upon Landlord any duty or obligation to enforce any such rules andregulations, or the provisions contained in any other lease against any othertenant, and Landlord shall not be liable to Tenant for any violation of theserules, regulations, or lease provisions by any other tenant or its agents orinvitees.

 

**18.****                              ****INDEMNIFICATION.**

 

A.            Tenantshall indemnify and hold Landlord harmless from and against any and all claims,demands, liabilities, and expenses, including attorney’s fees, arising fromTenant’s use of the Premises or from any act permitted, or any omission to act,in or about the Premises or the Building by Tenant or its agents, employees,contractors, or invitees, or from any breach or default by Tenant of thisLease; provided, however, nothing contained herein shall require Tenant toindemnify Landlord against matters resulting from the gross negligence orwillful acts or omissions of Landlord or Landlord’s agents, employees, contractorsor invitees, or other Tenant or its agents, employees, contractors, or invitees.In the event any action or proceeding shall be brought against Landlord byreason of any such claim, Tenant shall defend the same at Tenant’s expense bycounsel reasonably satisfactory to Landlord.

 

B.            Landlordshall indemnify and hold Tenant harmless from and against any and all claims,demands, liabilities, and expenses, including attorney’s fees, arising fromLandlord’s ownership and use of the Premises and the Building, or from any actpermitted, or any omission to act, in or about the Premises or the Building byLandlord or its agents, employees, contractors, or invitees, or from any breachor default by Landlord of this Lease; provided, however, nothing contained hereinshall require Landlord to indemnify Tenant against matters resulting from thenegligence or willful acts or omissions of Tenant or Tenant’s agents,employees, contractors or invitees, or other Tenant or its agents, employees,contractors, or invitees.

 

**19.****                              ****REPAIR OF DAMAGE CAUSED BYTENANT.**

 

All uninsuredinjury or damage to the Premises or the Building caused by Tenant or its agentsor invitees shall be repaired by Landlord at Tenant’s expense.

 

**20.****                              ****LANDLORD NOT LIABLE FOR DAMAGE TOPERSONAL PROPERTY OR PERSON.**

 

All property ofTenant, its agents or invitees, or of any other person, in or on the Premisesor the Building, shall be and remain at the sole risk of Tenant or such agent,invitee or person. Landlord shall not be liable for any damage to or theft orloss of such property, whether or not caused by the act or omission of anyperson, including Landlord and its agents or invitees, or by the bursting,leaking or overflowing of water, sewer, steam or sprinkler pipes, or heating orplumbing fixtures; air conditioning or heating failure; gas odors; noise; orany other act or thing, unless such damage to or theft or loss of such propertyresults directly from the gross negligence or willful misconduct of Landlordand then only to the extent that Tenant, its agents, invitees, or any otherpersons are not compensated therefor by insurance. In no event shall Landlordbe liable for any interruption of or loss to Tenant’s business that may resultfrom any of the acts or causes described above. Landlord shall not be liablefor any personal injury to Tenant, its agents or invitees, or to any otherperson, arising from the use, occupancy or condition of the Premises or theBuilding other than liability for personal injuries resulting directly from thenegligence or willful misconduct of Landlord, and then only to the extent thatTenant is not compensated therefor by insurance.

 

**21.****                              ****FIRE AND OTHER CASUALTY.**

 

A.            If thePremises shall be damaged by fire or other casualty other than as a result ofthe fault or negligence of Tenant,  andsuch fire or other casualty is insured against by Landlord, and Landlord shallhave received

 

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from such insurance sufficient proceeds to fully repair all of thedamage caused by such fire or other casualty, Landlord shall repair the damage,provided that Landlord shall have no obligation to repair damage to or replaceTenant’s Personal Property or any other property located in the Premises, andthe Lease shall not terminate. Except as otherwise provided herein, if theentire Premises are rendered untenantable by reason of any such damage, Rentshall abate for the period from the date of the damage to the date the damageis repaired as determined by Landlord, and if only a part of the Premises areso rendered untenantable Rent shall abate for the same period in the proportionthat the area of the untenantable part bears to the total area of the Premises;provided, however, that if prior to the date when all the damage has beenrepaired part of the Premises so damaged are rendered tenantable and shall beor could be used or occupied by or through Tenant, then the amount by whichRent abates shall be apportioned for the period from the date of such actual oravailable use or occupancy to the date when all the damage has been repaired asdetermined by Landlord. No compensation or reduction of Rent shall be paid orallowed by Landlord for inconvenience, annoyance, or injury to Tenant’sbusiness arising from the need to repair the Premises or the Building.

 

B.            Notwithstandingthe provisions above, if the Building shall be so damaged by fire or othercasualty that, as determined by Landlord, substantial reconstruction of theBuilding is required (whether or not the Premises have been damaged or rendereduntenantable), then Landlord, at its option, may give Tenant, within sixty (60)days after the fire or other casualty, written notice of termination of thisLease and, in the event such notice is given, this Lease and the Term shallterminate (whether or not the Term shall have commenced) upon the expiration ofthirty (30) days from the date of notice with the same effect as if the date ofexpiration of the thirty days were the date initially fixed for expiration ofthe Term, and all rents shall be apportioned as of such date.

 

C.            If thePremises or the Building should be damaged by fire or other casualty due to thenegligence or misconduct of Tenant, Landlord shall have no obligation to repairthe Premises or the Building, and this Lease shall, at Landlord’s option, notterminate and Landlord shall, at Tenant’s expense, have the right to pursue anylegal and equitable remedies available to it. Notwithstanding the foregoing, inthe event of a fire or other casualty to the Premises with respect to which Landlorddoes not elect to so terminate this Lease, and which is not caused by thenegligence or misconduct of Tenant, then so long as Tenant is not in defaultunder this Lease beyond applicable notice and cure periods, in the eventLandlord fails to repair the damage within that period of time which is theearlier of (i) one (1) year following the date of such fire or other casualty,and (ii) nine (9) months after receipt by Landlord of sufficient insuranceproceeds to repair the damage and any and all applicable licenses, permits andapprovals with respect thereto (such time periods being extended for anyperiods of delay caused by force majeure (defined for purposes of this paragraph as strikes, lockouts, labortroubles, failure of power, riots, insurrection, war, acts of God, or otherreason of like nature, not the fault of Landlord) or the acts of Tenant or itsagents, contractors or employees), then in such event Tenant shall be entitledto terminate this Lease upon not less than thirty (30) days prior writtennotice and opportunity to cure to Landlord, such notice of termination to begiven, if at all, prior to the date Landlord repairs such damage.

 

**22.****                              ****TENANT’S INSURANCE.**

 

A.            Tenant,at Tenant’s expense, shall obtain and maintain in effect at all times duringthe Term insurance policies providing at least the following insurancecoverage:

 

1.             Apolicy of fire and extended coverage insurance, i.e., an “all risk” policy,covering all Tenant’s Personal Property and Trade Fixtures and all otherproperty in the Premises for not less than the full replacement value. Any andall proceeds of such insurance shall be used only to repair or replace theitems so insured.

 

2.             Apolicy covering business interruption to Tenant’s business in an amount equalto one hundred percent (100%) of the estimated gross annual income of Tenant’sbusiness.

 

3.             Acomprehensive general liability insurance policy, naming Landlord and anymortgagee of the Land or Building as additional insureds and protectingLandlord, Tenant and any such mortgagee against any liability for bodilyinjury, personal injury, death or property damage occurring upon, in or aboutthe Premises, Building or Land, or arising from any of the items set forth inSection 18 against which Tenant is required to indemnify Landlord, with suchpolicy to afford protection with a limit of not less than $1,000,000 withrespect to bodily injury, personal injury, or death to any one person, with alimit of not less than $3,000,000 with respect to bodily injury, personalinjury, or death in any one occurrence, and with a limit of not less than$3,000,000 with respect to damage to property in any one occurrence. Landlordmay require Tenant, at Tenant’s expense, to increase the limits of saidinsurance during the Term, if, in the exercise of prudent business judgment,the Landlord deems the current limits of Tenant’s policy to be inadequate.

 

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B.            Allinsurance policies required to be obtained and maintained by Tenant under thisLease must (i) be issued by insurance companies rated “A-” or better, with aminimum size rating of “VIII”, by Bests Insurance Guide and Key Ratings; (ii)be written as primary policy coverage and not contributing with or in excess ofany coverage which Landlord or its mortgagees may carry; (iii) contain anexpress waiver of any right of subrogation by the insurance company againstLandlord, its agents and mortgagees; and (iv) provide that the policy may notbe canceled or non-renewed unless Landlord shall have received at least fifteen(15) days prior written notice of cancellation or nonrenewal. Tenant shalldeliver to Landlord certified copies, or duplicate originals, of each suchpolicy or renewal policy, together with evidence of payment of all applicablepremiums, at least ten (10) days before the Lease Commencement Date and atleast thirty (30) days before the expiration of the expiring policiespreviously furnished. Any insurance required of Tenant under this Section maybe carried under a blanket policy covering the Premises and other locations ofTenant, provided Tenant shall deliver to Landlord a duplicate original orcertified copy of each blanket policy, or other evidence satisfactory toLandlord of blanket coverage and provided further that said blanket policyshall specifically set forth the amount of insurance allocated to Tenant’sinsurance requirements under this Lease. Neither the issuance of any suchinsurance policy nor the minimum limits specified in this Section with respectto Tenant’s insurance coverage shall be deemed to limit or restrict in any wayTenant’s liability arising under or out of this Lease.

 

C.            In theevent of increases in the insurance rates for fire insurance or other insurancecarried by Landlord due to activity or property on or about the Premises or theBuilding, or for improvements to the Premises other than Building Standardimprovements, for which Tenant is responsible, Tenant shall be liable for suchincreases and shall reimburse Landlord within ten (10) days of Tenant’s receiptof Landlord’s written demand therefor. Statements by an insurance company or bythe applicable insurance rating bureau that such increases are due to suchactivity, equipment or improvements shall be conclusive evidence fordetermining said liability of Tenant.

 

**23.****                              ****WAIVER OF SUBROGATION.**

 

Landlord andTenant each hereby releases the other, its agents, invitees, or visitors fromany claims for damage or loss to any person or to the Premises, the Building,any property contained therein, or any other property, caused by or resultingfrom any risks insured against under any insurance policies carried by Landlordor Tenant and in force at the time of any such damage or loss to the extentsuch damage or loss is actually compensated by insurance proceeds, regardlessof the cause of the damage or loss (including the negligence of Landlord orTenant or their respective agents).

 

**24.****                              ****CONDEMNATION.**

 

A.            If thewhole or a substantial part of the Building or the Land is taken or condemnedby any governmental authority for any purpose (or is transferred to anygovernmental authority in lieu of condemnation, such transfer being deemed acondemnation for purposes of this Lease), Landlord shall have the right at itssole discretion to terminate the Lease upon sixty (60) days notice to Tenant,and upon the giving of such notice by Landlord the Term shall terminate as ofthe date title vests in the authority, and the rent shall be abated on thatdate.

 

If thewhole or a substantial part of the Leased Premises is taken or condemned by anygovernmental authority for any purpose (or is transferred to any governmentalauthority in lieu of condemnation, such transfer being deemed a condemnationfor purposes of this Lease), Landlord or Tenant shall have the right at itssole discretion to terminate the Lease upon sixty (60) days notice to the otherParty, and upon the giving of such notice the Term shall terminate as of thedate title vests in the authority, and the rent shall be abated on that date.

 

B.            If lessthan a substantial part of the Premises, the Building or the Land is taken orcondemned by any governmental authority for any purpose, or if a substantialpart of the Premises, the Building or the Land is taken or condemned by anygovernmental authority for any purpose, but Landlord does not elect toterminate this Lease pursuant to the preceding paragraph, provided that atleast some portion of the Premises is taken, Rent shall be equitably adjustedas of the date title vests in the authority and this Lease shall otherwisecontinue in full force and effect. For purposes of this Section, a substantialpart of the Premises, the Building or the Land shall be considered to have beentaken or condemned if, in the reasonable opinion of Landlord, the taking orcondemnation shall prevent Tenant from conducting on a permanent basis itsbusiness in the Premises in a manner reasonably comparable to that conductedimmediately prior to such taking or condemnation. Tenant shall have no claimagainst Landlord arising out of the taking or condemnation, or arising out ofthe cancellation or termination of this Lease, or for any portion of the amountthat may be awarded as damages as a result of any taking or condemnation or forthe value of any unexpired portion of the Term or for any property other thanTenant’s Personal Property, and Tenant hereby assigns to Landlord all itsrights, title and interest in and to any such award; provided, however, that inthe event of a total taking, Tenant may assert any claim it may have againstthe condemning authority for compensation for Tenant’s Personal Property and for any relocation

 

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expenses compensable by statute, and receive such awards therefor asmay be allowed in the condemnation proceedings if such awards shall be made inaddition to and stated separately from the award made for the Premises, theBuilding or the Land. Landlord shall have no obligation to contest any takingor condemnation.

 

**25.****                              ****DEFAULT PROVISIONS AND REMEDIES.**

 

**A.****           ****Defaultof Tenant**. The followingevents shall be a default (“Default”) of Tenant under this Lease:

 

1.             Failureof Tenant to pay any Rent when due.

 

2.             Failureof Tenant to perform or comply with any provision of this Lease to be performedor complied with by Tenant (other than provisions for the payment of Rent), andsuch failure continues for fifteen (15) days after notice from Landlord toTenant specifying the failure (provided, however, if such failure cannot becured within such fifteen (15) day period, Tenant shall not be in default ifTenant, within such fifteen (15) day period, commences and diligently proceedswith all actions necessary to cure such failure); provided, however, that ifTenant has received two (2) such notices within the immediately preceding 365-dayperiod, no notice of any such failure shall be required.

 

3.             IfTenant, any guarantor of Tenant or, if Tenant is a partnership or consists oftwo or more persons, any such partner or person, shall file a voluntarypetition in bankruptcy or insolvency, or shall be adjudicated a bankrupt orinsolvent, or shall file a petition or answer seeking any reorganization,arrangement composition, readjustment, liquidation, dissolution, or similarrelief under the present or any future federal bankruptcy acts or any otherpresent or future applicable federal, state, or other statue or law, or shallmake an assignment for the benefit of creditors, or shall seek or consent to oracquiesce in the appointment of a trustee, receiver or liquidator of Tenant orof such guarantor, partner, or person.

 

4.             If anyproceeding seeking reorganization, arrangement, composition, readjustment,liquidation, dissolution or similar relief under the present or any futurebankruptcy act or any other present or future applicable federal, state orother statute or law, is filed against Tenant, any guarantor of Tenant, or, ifTenant is a partnership, against any such partner of Tenant, whether by filingof a petition or otherwise, and such preceding shall not have been dismissedwithin ninety (90) days after the filing thereof; or if a trustee, receiver orliquidator is appointed for Tenant or for any guarantor or, if Tenant is apartnership, any such partner of Tenant, without the consent or acquiescence ofTenant, and such appointment shall not have been vacated or otherwisedischarged within ninety (90) days after such appointment; or, if any executionor attachment shall be issued against the property of Tenant or of anyguarantor or partner of Tenant, pursuant to which execution or attachment thePremises shall be taken or occupied or attempted to be taken or occupied; or

 

5.             IfTenant fails to take possession of the Premises as of the Lease CommencementDate or vacates or abandons the Premises or ceases to carry on its ordinaryactivities in the Premises prior to normal expiration of the Term.

 

**B.****           ****RemediesUpon Default**. Upon theoccurrence of a Default, Landlord shall have the right, at its election, thenor at any time thereafter:

 

1.             Togive Tenant thirty (30) days written notice of Landlord’s intent to terminatethis Lease, and on such date Tenant’s right of use and possession of thePremises shall cease and this Lease shall thereupon be terminated; or

 

2.             Withoutdemand or notice, to reenter and take possession of all or any part of thePremises, and expel Tenant and those claiming through Tenant, and remove theproperty of Tenant and any other person, either by summary proceedings or byaction at law, in equity or otherwise, without being deemed guilty of trespassand without prejudice to any remedies for nonpayment or late payment of Rent orbreach of covenant.

 

If Landlord electsto reenter under this Subsection B.(2), Landlord may terminate this Lease, orfrom time-to-time without terminating this Lease, may relet all or any part of thePremises, as agent for Tenant, for such term or terms and at such rental andsuch other terms and conditions as Landlord may deem acceptable, with the rightto make alterations and repairs to the Premises. No such reentry or taking ofpossession of the Premises by Landlord shall be construed as an election onLandlord’s part to terminate this Lease unless notice of such intention isgiven to Tenant under subsection B.(1) above, or unless the termination bedecreed by a court of competent jurisdiction at the instigation of Landlord.Landlord shall mitigate its damages by making commercially reasonable effortsto relet the Premises, or any part thereof, for the account of Tenant.

 

**C.****           ****Liabilityof Tenant**. If Landlordterminates this Lease or reenters the Premises pursuant to

 

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Subsection B above, Tenant shall remain liable (in addition to accruedliabilities) for (i) any unpaid Rent earned at the time of termination, plusinterest thereon from the due date at the rate (“Default Rate”) of ten percent(10%) per annum or two percent (2%) per annum above the prime rate of interestannounced from time to time by the Bank of America (or such other bank that mayserve from time to time as the lead bank for the Landlord), whichever ishigher; provided, however, that if such interest is limited by law to a lesseramount, Landlord shall be entitled to the maximum amount of interest permittedby law, (ii) Rent and any other sums provided for in this Lease until the date thisLease would have expired had such termination not occurred, (iii) any and allexpenses (including, but not limited to, attorney’s fees and brokerage fees)incurred by Landlord in reentering and repossessing the Premises, in curing anyDefault by Tenant, in painting, altering, repairing or dividing the Premises,in protecting and preserving the Premises by use of watchmen and caretakers,and in reletting the Premises, and (iv) any other amount necessary tocompensate Landlord for any other loss suffered by Landlord by Tenant’s failureto perform its obligations under this Lease (excluding consequential damages),less the net proceeds received by Landlord from any reletting prior to the datethis Lease would have expired if it had not been terminated. Tenant agrees topay to Landlord the amount so owed above for each month during the term, at theend of each such month. Any suit brought by Landlord to enforce collection ofsuch amount for any one month shall not prejudice Landlord’s right to enforcethe collection of any such amount for any subsequent month. In addition to theforegoing, and without regard to whether this Lease has been terminated, Tenantshall pay to Landlord all costs incurred by Landlord, including attorney’sfees, with respect to any lawsuit or action instituted or taken by Landlord toenforce the provisions of this Lease. Tenant’s liability shall survive theinstitution of summary proceedings and the issuance of a warrant thereunder.

 

**D.**            **LiquidatedDamages**. If Landlordterminates this Lease pursuant to Section B above, Landlord shall have theright at any time, at its sole option, to require Tenant to pay to Landlord ondemand, as liquidated and agreed final damages in lieu of Tenant’s liabilityunder Subsection C above, (i) the then present cash value of the Rent and allother sums which would have been payable under this Lease from the date of suchdemand to the date when this Lease would have expired if it had not beenterminated; provided, however, that if such damages are limited by law to alesser amount, Landlord shall be entitled to prove as liquidated damages themaximum amount permitted by law.

 

In making theforegoing computation for liquidated damages, the then present cash value ofRent and all other sums which would have been payable under this Lease from thedate of demand to the date the Lease would have expired if it had not beenterminated shall be deemed to be the sum which, if invested at three percent(3%) per simple interest, would produce such Rent and other sums over theperiod of time in question. Nothing herein shall be construed to affect orprejudice Landlord’s right to prove, and claim in full, unpaid rent accruedprior to termination of this Lease plus interest thereon at the Default Ratefrom the due date.

 

**E.**             **Waiver**. Tenant, on its own behalf and on behalf of allpersons claiming through Tenant, including all creditors, does hereby waive anyand all rights and privileges, so far as is permitted by law, that Tenant andall such persons might otherwise have under any present or future law (i) toredeem the Premises, (ii) to reenter or repossess the Premises, or (iii) torestore the operation of this Lease, with respect to any dispossession ofTenant by judgment or warrant of any court or judge, or any reentry by Landlord,or any expiration or termination of this Lease, whether such dispossession,reentry, expiration or termination of this Lease shall be by operation of lawor pursuant to the provisions of this Lease. The words, “dispossession,” “reenter,”reentry” and “reentered” as used in this Lease shall not be deemed to berestricted to their technical legal meanings.

 

**F.**             **Rightto Enjoin, Etc**. In the eventof any breach or threatened breach by Tenant or any persons claiming throughTenant of any of the provisions contained in this Lease, Landlord shall beentitled to enjoin such breach or threatened breach and shall have the right toinvoke any right or remedy allowed at law, in equity, or otherwise as ifreentry, summary proceedings or other specific remedies were not provided forin this Lease.

 

**G.**            **Rightof Distress**. Landlord shall,to the extent permitted by law, have (in addition to all other rights) a rightof distress for rent.

 

**H.****           ****Defaultof Landlord****.**Landlord shall not be in default unless Landlordfails to perform obligations required of Landlord within a reasonable time, butin no event later than thirty (30) days after written notice by Tenant toLandlord and to the holder of any first mortgage or deed of trust covering thePremises whose name and address shall have theretofore been furnished to Tenantin writing, specifying wherein Landlord has failed to perform such obligation;provided, however, that if the nature of Landlord’s obligation is such thatmore than thirty (30) days are required for performance then Landlordshall not be in default if Landlord commences performance within such thirty(30) day period and thereafter diligently prosecutes the same tocompletion. If Landlord remains in default beyond the aforementioned cureperiod, Tenant shall have the right to exercise any rights and remediesavailable to it under

 

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applicable South Dakota law.

 

**26.****                              ****RIGHT OF LANDLORD TO CURE TENANT’SDEFAULT.**

 

If Tenant defaultsin the making of any payment or in the doing of any act required to be made ordone under this Lease by Tenant, then Landlord may, but shall not be requiredto, make such payment or do such act, and the expense thereof, if made or doneby Landlord, with interest thereon at the Default Rate, shall be paid by Tenantto Landlord and shall constitute Additional Rent hereunder due and payable withthe next payment of Monthly Base Rent; but the making of such payment or thedoing of such act shall not operate to cure the default or to estop Landlordfrom the pursuit of any remedy to which Landlord would otherwise be entitled.

 

**27.****                              ****WAIVER.**

 

No failure byLandlord or Tenant to insist upon the strict performance by the other party ofany provisions of this Lease, or to exercise any right or remedy for defaulthereunder, and no acceptance by Landlord of full or partial rent during thecontinuance of any such Tenant’s default, shall constitute a waiver of thedefault or of the provision, and no default shall be waived or modified exceptby a written instrument executed by Landlord or Tenant. No waiver of anydefault or compromise, or settlement of any proceeding instituted by Landlordor Tenant, shall affect or alter this Lease or constitute a waiver of any ofits provisions, but each and every provision of this Lease shall continue infull force and effect with respect to any other then existing or subsequentdefault. No payment by Tenant, or receipt by Landlord, of a lesser amount thanthe correct Monthly Base Rent or Additional Rent shall be deemed to be otherthan a payment on account, nor shall any endorsement or statement on any checkor letter accompanying any check for payment of Rent or any other amounts owedto Landlord be deemed to effect or evidence an accord and satisfaction, andLandlord may accept such check or payment without prejudice to Landlord’s rightto recover the balance of the Rent or other amount owed or to pursue any otherremedy provided in this Lease or at law. No reentry by Landlord, and noacceptance by Landlord of keys from Tenant, shall operate as a termination ofthis Lease or as a surrender of the Premises.

 

**28.****                              ****HOLDING OVER.**

 

If Tenant shall bein possession of the Premises after the termination of this Lease (whether bynormal expiration of the Term or by early termination thereof pursuant toLandlord’s remedies, or otherwise), at Landlord’s option, (i) Landlord may deemTenant to be occupying the Premises as a tenant from month to month, at onehundred fifty percent (150%) of the Base Rent and Additional Rent in effect forthe last full month of the Term, and subject to all other provisions of thisLease as applicable or adjusted to a month-to-month tenancy or (ii) Landlordmay exercise any other remedies it has under this Lease or at law or in equity,including an action for wrongfully holding over.

 

**29.****                              ****SUBORDINATION AND ATTORNMENT.**

 

Tenant agrees thatthis Lease is subject and subordinate to the lien of any and all deeds of trustor mortgages (“Mortgages”, which term shall include both construction andpermanent financing and all ground or other underlying leases from whichLandlord’s title is or hereafter may be derived) that may now or hereafterencumber or otherwise affect the Land or the Building, or Landlord’s leaseholdtherein, and to any and all renewals, extensions, modifications, recastings orrefinancings thereof. Landlord further agrees to execute, and use itsreasonable efforts to furnish to Tenant (promptly as to any existing mortgageeand immediately as to any future mortgagee of the Premises) a commerciallyreasonable non-disturbance agreement in favor of Tenant. If requested byLandlord, Tenant shall promptly execute and deliver to Landlord any certificateor other document evidencing or effecting such subordination as Landlord mayrequest in its sole discretion, subject to the conditions set forth in thisSection 29. Landlord may execute said certificate or other document on behalfof Tenant if Tenant does not execute and deliver to Landlord said certificateor other document within five (5) days after receiving it. Tenant agrees thatif any proceedings are brought for the foreclosure of any such mortgage or deedof trust, Tenant, if requested to do so by the purchaser at the foreclosuresale, shall attorn to the purchaser, shall recognize the purchaser as thelandlord under this Lease, and shall make all payments required hereunder tosuch new landlord without any deduction or set-off of any kind whatsoever.Tenant agrees that if any proceedings are successfully brought for thetermination of any ground lease, or if any other remedy is successfullyexercised by the ground lessor whereby the ground lessor succeeds to theinterest of tenant under the ground leases, Tenant, if required to do so by theground lessor, shall attorn to the ground lessor, shall recognize the groundlessor as the landlord this Lease, and shall make all payments requiredhereunder to such new landlord without deduction or set-off. Tenant waives theprovisions of any law, statute or regulation, now or hereafter in effect, thatmay give or purport to give Tenant any right to terminate or otherwiseadversely affect this Lease and the obligations of Tenant hereunder in theevent that such foreclosure or termination or other proceeding is prosecuted orcompleted. Anything contained in the provisions of this Section to the contrarynotwithstanding, any Mortgagee may at any time subordinate the lien of its

 

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Mortgage to the operation and effect of this Lease without obtainingthe Tenant’s consent thereto, by giving the Tenant written notice thereof, inwhich event this Lease shall be deemed to be senior to such Mortgage withoutregard to their respective dates of execution, delivery and/or recordationamong the land records, and thereafter such Mortgagee shall have the samerights as to this Lease as it would have had, were this Lease executed anddelivered before the execution of such Mortgage.

 

**30.****                              ****ASSIGNMENT AND SUBLETTING.**

 

A.            Tenantshall not, without the prior written consent of Landlord in each instance(which consent shall not be unreasonably withheld, conditioned or delayed) (i)assign or otherwise transfer, mortgage or otherwise encumber this Lease or anyof its rights hereunder: (ii) sublet the Premises or any part thereof, orpermit the occupancy or use of the Premises or any part thereof by any personsother than Tenant; or (iii) permit the assignment or other transfer of thisLease or any part of Tenant’s rights hereunder by operation of law (provided,however, Tenant may transfer or assign this Lease to a parent, subsidiary oraffiliate company, or to the surviving entity in any merger, consolidation, oracquisition involving Tenant without the requirement of obtaining Landlord’sconsent provided that Tenant shall give written notice thereof to Landlord,including reasonable substantiation of the status of such transferee within oneof the foregoing described groups, and no such transfer or assignment shallterminate or otherwise affect the continuing liability under this Lease of theoriginally named Tenant or any prior transferee). Any attempted or purportedtransfer, assignment, mortgaging or encumbering of this Lease or any of Tenant’sinterest hereunder and any attempted or purported subletting or grant of aright to use or occupy all or a portion of the Premises in violation of theforegoing sentence shall be null and void and shall not confer any rights uponany purported transferee, assignee, mortgagee, sublessee or occupant.

 

B.            Theconsent by Landlord to any assignment, transfer, or subletting to any partyshall not be construed as a waiver or release of Tenant under the terms of anycovenant or obligation under this Lease, nor shall the collection or acceptanceof rent from any such assignee, transferee, subtenant or occupant constitute awavier or release of Tenant of any covenant or obligation contained in thisLease, nor shall any such assignment, transfer or subletting be construed torelieve Tenant from giving Landlord said thirty (30) days notice, or fromobtaining the consent of Landlord to any further assignment, transfer orsubletting. In the event that Tenant defaults under this Lease, Tenant herebyassigns to Landlord the rent due from any subtenant of Tenant and herebyauthorizes each such subtenant to pay said rent directly to Landlord

 

C.            In theevent Landlord gives Tenant its consent to assign, transfer or sublet all or aportion of the Premises to a third party, any monthly rent or other payment orconsideration accruing to Tenant as the result of such assignment, transfer orsublease that is in excess of the rent then payable by Tenant under this Leaseshall be paid by Tenant to the Landlord monthly as Additional Rent. Tenantshall pay, as Additional Rent, for any cost and expenses, including attorney’sfees, incurred by Landlord in connection with any proposed or purportedassignment, transfer or sublease, not to exceed $1,000.00.

 

D.            Anythingcontained in the foregoing provisions of this Section to the contrarynotwithstanding, neither Tenant nor any other person having an interest in thepossession, use, occupancy or utilization of the Premises shall enter in to anylease, sublease, license, concession or other agreement for use, occupancy orutilization of space in the Premises that provides for rental or other paymentfor such use, occupancy or utilization based, in whole or in part, on the netincome or profits derived by any person from the premises leased, used,occupied or utilized (other than an amount based on a fixed percentage orpercentages of receipts of sales), and any such purported lease, sublease,license, concession or other agreement shall be absolutely void and ineffectiveas a conveyance of any right or interest in the possession, use, occupancy orutilization of any part of the Premises.

 

**31.****                              ****TRANSFER BY LANDLORD.**

 

Landlord mayfreely sell, assign, or otherwise transfer all or any portion of its interestunder this Lease or in the Premises or the Building, and in the event of anysuch sale, assignment or other transfer, (i) the party originally executingthis Lease as Landlord, and any successor or affiliate of such party andwithout further agreement between Landlord and Tenant, shall be relieved of allliability to Tenant under this Lease and Tenant shall thereafter be bound tosuch purchaser, assignee or other transferee, as the case may be, with the sameeffect as though the latter had been the original Landlord hereunder, and (ii)the terms of this Lease shall not be affected unless otherwise agreed to inwriting by Tenant.

 

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**32.****                              ****INABILITY TO PERFORM.**

 

This Lease and theobligations of Tenant to pay Rent, and the obligations of the parties toperform all of the provisions on the part of such party to be performed shallin no way be affected, impaired or excused, nor shall a party have any claimagainst the other for damages, because a party, due to Unavoidable Delays (asdefined in Section 16), is unable to fulfill any of its obligations under thisLease, including, but not limited to, the obligations to supply any serviceexpressly or impliedly to be supplied, make any repairs, replacements,additions, alterations, or decorations or supply any improvements, equipment orfixtures.

 

**33.****                              ****ESTOPPEL CERTIFICATES.**

 

Tenant shall,without charge, at any time and from time to time, within five (5) businessdays after receipt of  written requesttherefor by Landlord, execute, acknowledge and deliver to Landlord, atLandlord’s option, the estoppel certificate attached hereto as Exhibit D and/ora written estoppel certificate certifying to Landlord, any mortgagee, assigneeof a mortgagee, or any purchaser of the Building, or any other persondesignated by Landlord, as of the date of such estoppel certificate, thefollowing: (i) that Tenant has accepted and is in possession of the Premises;(ii) that, to the best of Tenant’s knowledge, all of Landlord’s Work has beensatisfactorily completed (or if not, specifying in detail the Landlord’s Worknot satisfactorily completed); (iii) whether or not this Lease is unmodifiedand in full force and effect (or, if there are any modifications, specifyingsuch modifications in detail); (iv) whether or not there are any then existingset-offs or defenses against the enforcement of the Lease against Tenant, andif so specifying the same in detail; (v) the dates, if any, to which any rentor other charges have been paid in advance; (vi) that Tenant has no knowledgeof any then uncured defaults under the Lease on the part of Landlord (or ifTenant has such knowledge, specifying the same in detail); (vii) that Tenanthas no knowledge of any event having occurred that authorizes the terminationof this Lease by Tenant (or if Tenant has such knowledge, specifying the samein detail); and (viii) the address to which notices to Tenant shall be sent.

 

**34.****                              ****COVENANTS OF LANDLORD.**

 

Landlord covenantsthat it has the right to make this Lease, and that if Tenant shall pay all BaseRent and Additional Rent and perform all of Tenant’s obligations under thisLease when due, Tenant shall, during the Term and any renewal terms subject tothe provisions of this Lease, quietly occupy and enjoy the Premises withoutmolestation or hindrance by Landlord; provided however, that this covenant andany and all other covenants of Landlord contained in this Lease shall bebinding upon each Landlord only with respect to breaches occurring during itsownership of the Landlord’s interest hereunder.

 

**35.****                              ****WAIVER OF JURY TRIAL.**

 

Landlord andTenant hereby waive trial by jury in any action, proceeding or counterclaimbrought by either of them against the other with respect to any matterwhatsoever arising out of or in any way connected with this Lease, therelationship of Landlord and Tenant hereunder, Tenant’s use or occupancy of thePremises or any claim of injury or damage.

 

**36.****                              ****BROKERS.**

 

Landlord andTenant each represents and warrants to the other that (except as hereinafterset forth) neither of them has employed any broker in carrying on anynegotiations relating to this Lease. Landlord and Tenant shall each indemnifyand hold the other harmless from any claim for brokerage or other commissionarising from or out of any breach of the foregoing representation and warranty.Any representation or statement by a leasing company, broker or any third party(or employee thereof) engaged by Landlord as an independent contractor that ismade with regard to the Premises or the Building shall not be binding uponLandlord nor shall serve as a modification of this Lease, and Landlord shallhave no liability therefor except to the extent such representation is alsocontained herein or is approved in writing by Landlord.

 

**37.****                              ****CERTAIN RIGHTS RESERVED BYLANDLORD.**

 

Landlord shallhave the following rights, exercisable without notice and without liability toTenant for damage or injury to property, person or business and withouteffecting an eviction, constructive or actual, or disturbance of Tenant’s useand possession of the Premises or giving rise to any claim for set-off orabatement of rent.

 

A.            Tochange the Building’s name or street address.

 

B.            To install, affix, maintain and remove any andall signs on the exterior or interior of the Building;

 

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provided, however, Landlord acknowledges that Tenant desires certainsignage, and Landlord agrees to cooperate as reasonably required to accomplishthis task at the sole cost and expense of Tenant and subject to the approval ofLandlord and applicable municipal authorities, Tenant shall be permitted toinstall exterior signage on the Building at its sole cost and expense.

 

C.            Todesignate and/or approve or disapprove, prior to installation, all windowshades, blinds, drapes, awnings, window ventilators and other similarequipment, and to control all internal lighting, that may be visible from theexterior of the Building.

 

D.            Todecorate or make repairs, alterations, additions or improvements, whetherstructural or otherwise, in and about the Building or any part thereof, and forsuch purposes to enter the Premises, and during the continuance of any suchwork, to temporarily close doors, entry ways, common or public spaces andcorridors in the Building and to interrupt or temporarily suspend Buildingobligations hereunder, so long as the Premises are reasonably accessible.Landlord will coordinate with Tenant to minimize to a reasonable extent anyinterruption to Tenant’s business.

 

E.             Togrant to anyone the exclusive right to conduct any business or render anyservice in the Building, provided such exclusive right shall not operate to excludeTenant from the use expressly permitted herein.

 

F.             Toretain absolute dominion and control over all common or public space within theBuilding notwithstanding any obligations of Tenant to pay rent or expenses fora pro rata portion thereof.

 

**38.****                              ****NOTICES.**

 

No notice, request, consent, approval, waiver or othercommunication that may be or is required or permitted to be given under thisLease shall be effective unless the same is in writing and is delivered inperson or sent by registered or certified mail, return receipt requested,first-class postage prepaid, addressed as follows:

 

If to Landlord:       Gateway,Inc.

610 Gateway Drive

North Sioux City, SD 57049

Attn: Lease Administration

 

With a copy to:    Gateway,Inc.

7565 Irvine Center Drive

Irvine, California 92618

Attn: General Counsel and Senior Director, WorkplaceResources

 

If to Tenant:          MPCCorporation

906 East Karcher Road

Nampa, Idaho

Attention: Chief Financial Officer

 

With a copy to:    Holland& Hart, LLP

101 S. Capitol Blvd., Ste. 1400

Boise, ID 83702

Attn: Brian T. Hansen

 

or at any other address that may be given by one party to the other bynotice in accordance with this Section. Such notices and other communications,if sent by registered or certified mail, shall be deemed to have been given at thetime of mailing. All payments of Rent and any other payments that may becomedue from Tenant to Landlord under this Lease shall be made to Landlord at theaddress specified in this Section, or to such other person or at such otheraddress as Landlord may, from time-to-time, designate in a notice to Tenant.Any payments of Rent other than in cash shall not be considered rendered untilhonored as cash by depository. If any Mortgagee shall notify Tenant that it isthe holder of a Mortgage affecting the Premises, no notice, request or demandthereafter sent by Tenant to Landlord shall be effective unless and until acopy of the same shall also be sent to such Mortgagee in the manner prescribedin this Section and to such address as such Mortgagee shall designate.

 

**39.****                              ****LIMITATION ON LANDLORD LIABILITY.**

 

Notwithstanding any provision to the contrary herein, Tenant shall looksolely to the estate and property of Landlord in and to the Building in theevent of any claim against Landlord arising out of or in connection with thisLease, the relationship of Landlord and Tenant, or Tenant’s use of thePremises, and Tenant agrees that the liability of

 

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Landlord arising out of or in connection with this Lease, the relationshipof Landlord and Tenant, to Tenant’s use of the Premises, shall be limited tosuch estate and property of Landlord in and to the Building. No property ownedby any officer or partner of Landlord shall be subject to levy, execution orother enforcement procedures for the satisfaction of any judgment (or otherjudicial process) or for the satisfaction of any other remedy of Tenant arisingout of or in connection with this Lease, the relationship of Landlord andTenant or Tenant’s use of the Premises.

 

**40.****                              ****SIGNAGE.**

 

Tenant shall havethe non-exclusive right to install Tenant’s Percentage Share of availableexterior signage for the Building. Except as provided in the foregoing sentenceor as otherwise approved in writing by Landlord in its sole and absolutediscretion, Tenant shall have no right to maintain signs in any location on theexterior of the Building or in the interior of the Building that are visible inany material respect from the exterior of the Building. The design, graphics,material, style, color and other physical aspects of any permitted exteriorsign shall be subject to Landlord’s written approval, not to be unreasonablywithheld. Prior to placing or erecting any such signs, Tenant shall obtain anddeliver to Landlord a copy of any applicable municipal or other governmentalpermits and approvals and comply with any applicable insurance requirements forsuch signage. Tenant shall be responsible for the cost of any permitted sign,including the fabrication, installation, maintenance and removal thereof andthe cost of any permits therefor. If Tenant fails to maintain its sign in goodcondition or if Tenants fails to remove same upon the expiration or earlytermination of this Lease, and repair and restore any damage caused by the signor its removal, Landlord may, do so at Tenant’s expense. Landlord shall havethe right to temporarily remove any exterior signs in connection with anyrepairs or maintenance in or upon the Building, provided, however (a) Landlordshall use reasonable efforts to cause such period of time during which suchsignage is removed to be as short as possible, (b) Landlord shall remove andre-install such signage at Landlord’s sole cost and expense, and (c) Landlordshall be responsible to repair any damage (whether to such signage or theBuilding) arising as a result of such removal. The term “sign” as used in thisSection shall include all signs, designs, monuments, displays, advertisingmaterials, logos, banner, projected images, pennants, decals, pictures,notices, lettering, numerals or graphics. The term “available exterior signage”shall mean such exterior signage allowed by applicable code or regulation,without recourse to variance or special exception, or in the absence of anysuch applicable code or regulation such exterior signage allowed by Landlord inits reasonable discretion.

 

**41.****                              ****MISCELLANEOUS PROVISIONS.**

 

A.            Benefitand Burden. Except as otherwise expressly set forth herein, the provisions ofthis Lease shall be binding upon, and shall inure to the benefit of, theparties hereto and each of their respective successors and assigns.

 

B.            GoverningLaw. This Lease shall be construed and enforced in accordance with the laws ofthe State of South Dakota, without giving effect to the choice of law rulesthereof.

 

C.            NoPartnership. Nothing contained in this Lease shall be deemed or construed tocreate a partnership or joint venture of or between Landlord and Tenant, or tocreate any other relationship between the parties other than that of Landlordand Tenant.

 

D.            NoRepresentations by Landlord. Neither Landlord nor any agent of Landlord hasmade any representations or promises with respect to the Premises or theBuilding except as herein expressly set forth, and no rights, privileges,easements or licenses are granted to Tenant except as herein expressly setforth.

 

E.             Pronouns.Feminine or neuter pronouns shall be substituted for those of the masculineform, and the plural shall be substituted for the singular number, in any placeor places in this Lease in which the context may require such substitution orsubstitutions. For convenience, the Landlord and Tenant have been referred toin neuter forms in this Lease.

 

F.             Captions.The captions used herein are for convenience of reference only and are not partof this Lease, and shall in no way be deemed to define, limit, describe, ormodify the meaning of any provision of this Lease.

 

G.            Meaningof Including. Whenever the word “including” is used herein it shall be deemedto mean “including, but not limited to”.

 

H.            Invalidityof Particular Provisions. If any term or provision of this Lease orapplications thereof to any person or circumstances shall, to any extent, beinvalid or unenforceable, the remaining terms and provisions of this Lease, orthe applications of such term or provision to persons or circumstances otherthan those as to which it is held invalid or unenforceable, shall not beaffected thereby, and each term and provision of this Lease shall be valid andenforced to the fullest extent permitted by law.

 

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I.              Counterparts.This Lease has been executed in counterparts, but all counterparts shallconstitute one and the same legal document.

 

J.             EntireAgreement. This Lease, and any exhibits and addenda attached hereto, containand embody the entire agreement of the parties hereto, and no representations,inducements, or agreements, oral or otherwise between the parties not containedin this Lease or in the exhibits or addenda, if any shall be of any force or effect.This Lease may not be modified, changed or terminated in whole or in part inany manner other than by an agreement in writing duly signed by the party to becharged therewith.

 

K.            Mortgagee’sPerformance. Tenant shall accept performance of any of Landlord’s obligationshereunder by any Mortgagee.

 

L.             Mortgagee’sLiability. No Mortgagee not in possession of the Premises or the Building shallhave any liability hereunder.

 

M.           Recordation.Upon either party’s request, the other party shall execute and acknowledge ashort form of this Lease for purposes of recordation. Tenant shall execute anddeliver to Landlord a quitclaim deed or other instrument reasonably necessaryto remove any such short form of this Lease from record title to Landlord’sproperty within ten (10) days’ written request from Landlord following theexpiration or earlier termination of this Lease.

 

N.            SDNList. Tenant hereby represents and warrants that neither Tenant nor anyofficer, director, employee, partner, member or other principal of Tenant(collectively, “Tenant Parties”) is listed as a Specially Designated Nationaland Blocked Person (“SDN”) on the list of such persons and entities issued bythe U.S. Treasury Office of Foreign Assets Control (“OFAC”). In the eventTenant or any Tenant Party is or becomes listed as an SDN, Tenant shall bedeemed in breach of this Lease and Landlord shall have the right to terminatethis Lease immediately upon written notice to Tenant.

 

**IN WITNESS WHEREOF**,Landlord and Tenant have executed this Lease under seal as of the day and datefirst written.

 
|   | **LANDLORD:**                        |
|--------|--------------------------------------|
|   |                                 |
|   | **GATEWAY, INC.,**                   |
|   | a Delaware corporation               |
|   |                                 |
|   | By:                                  |  /s/ John Goldsberry |   |
|   |                                 |   |   |
|   | Name:                                |  John Goldsberry |   |
|   |                                 |   |   |
|   | Title:                               |  SVP & CFO |   |
|   |                                 |   |
|   |                                 |   |
|   | **TENANT:**                          |
|   |                                 |
|   | **MPC-PRO, LLC ,**                   |
|   | a Delaware limited liability company |
|   |                                 |   |
|   | By:                                  |  /s/ Curtis Akey |   |
|   |                                 |   |   |
|   | Name:                                |  Curtis Akey |   |
|   |                                 |   |   |
|   | Title:                               |  Vice President |   |
|        |                                      |  |  |  |  |  |  |

 

19

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**EXHIBIT A**

 

**LEASING PLAN**

 

**Argentina Building**

**2nd Floor**

 

A-1

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**EXHIBIT B**

 

**DECLARATION BY LANDLORD ANDTENANT**

**AS TO DATE OF DELIVERY ANDACCEPTANCE OF**

**POSSESSION, LEASE COMMENCEMENTDATE, ETC.**

 

Attached to and made part of the Lease dated the 4th day of September,2007 entered into by and between **Gateway, Inc.**as Landlord and **MPC-PRO, LLC** as Tenant.

 

Landlord and Tenant do hereby declare that possession of the Premiseswas accepted by Tenant on the                                     day of                                     ,2007. The Lease is in full force and effect; as of the date hereof, Landlordhas fulfilled all of its obligations under the Lease required to be fulfilledby Landlord on or prior to such date; and Tenant has no right of set-offagainst any rentals. The Lease Commencement Date is hereby established to be                                     ,2007. The Term of the Lease shall terminate on                                     .

 
|   | **LANDLORD:**                        |
|--------|--------------------------------------|
|   |                                 |
|   | **GATEWAY, INC.,**                   |
|   | a Delaware corporation               |
|   |                                 |
|   | By:                                  |   |   |
|   |                                 |   |   |
|   | Name:                                |   |   |
|   |                                 |   |   |
|   | Title:                               |   |   |
|   |                                 |
|   |                                 |
|   | **TENANT:**                          |
|   |                                 |
|   | **MPC-PRO, LLC ,**                   |
|   | a Delaware limited liability company |
|   |                                 |
|   | By:                                  |   |   |
|   |                                 |   |   |
|   | Name:                                |   |   |
|   |                                 |   |   |
|   | Title:                               |   |   |
|        |                                      |  |  |  |  |  |  |

 

B-1

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**EXHIBIT C**

 

**RULES AND REGULATIONS**

 

The followingrules and regulations have been formulated for the safety and well-being of allthe tenants of the Building. Adherence to these rules and regulations by eachand every tenant contributes to a safe and un-annoyed occupancy in theBuilding. Any violations of these rules and regulations by any tenant whichcontinues after notice from Landlord shall be sufficient cause for termination,at the option of the Landlord, of the tenant’s lease.

 

The Landlord may,upon request by any tenant, waive the compliance by such tenant of any of thefollowing rules and regulations, provided that (a) no waiver shall be effectiveunless signed by Landlord or Landlord’s authorized agent, (b) any such waivershall not relieve the tenant from the obligation to comply with such rule orregulation in the future unless expressly consented to by Landlord, and (c) nowaiver of a rule or regulation granted to any tenant shall relieve any othertenant from the obligation of complying with the rule or regulation unless suchother tenant has received a similar waiver in writing from Landlord.

 

1.             The sidewalks, entrances, passages, plazas,courts, elevators, vestibules, stairways, corridors or halls or other parts ofthe building not occupied by any tenant (hereinafter “Common Areas”) shall notbe obstructed or encumbered by any tenant or used for any purpose other thaningress and egress to and from the tenant’s premises. Landlord shall have theright to control and operate the Common Areas, and the facilities furnished forthe common use of the tenants in such manner as Landlord deems best for thebenefit of the tenants generally. No tenant shall permit the visit to itspremises of persons in such numbers or under such conditions as to interferewith the use and enjoyment of other tenants of the Common Areas.

 

2.             No awnings or other projections shall be attachedto the outside walls of the Building without the prior written consent ofLandlord. No drapes, blinds, shades, or screens shall be attached to or hungin, or used in connection with, any window or door of a tenant’s premises,without the written consent of the Landlord. Such awnings, projections,curtains, blinds, screens or other fixtures must be of a quality, type, designand color acceptable to Landlord, and attached in the manner approved byLandlord.

 

3.             No sign, advertisement, notice or other letteringshall be exhibited, inscribed, painted or affixed by any tenant on any part ofthe outside or inside of the tenant’s premises to the building without theprior written consent of Landlord, in the event of the violations of the foregoingby any tenant. Landlord may remove same without any liability, and may chargethe expense incurred by such removal to the tenant or tenants violating thisrule. All interior signs on the doors and directory table shall be inscribed,painted or affixed for each tenant by Landlord at the expense of such tenant,and shall be of a size, color and style acceptable to Landlord.

 

4.             No show cases or other articles shall be put infront of or affixed to any part of the exterior of the building, nor placed inthe Common Areas without the prior written consent of Landlord.

 

5.             The water and wash closets and other plumbingfixtures shall not be used for any purposes other than those for which theywere constructed, and no sweepings, rubbish, rags or other substances shall bethrown therein. All damages resulting from any misuse of the fixtures shall beborne by the tenant whose employees, agents, visitors or licensees shall havecaused the same.

 

6.             There shall be no marking, painting, drillinginto or other form of defacing or damage of any part of a tenant’s premises orthe building. No boring, cutting or stringing of wires shall be permitted. Notenant shall construct, maintain, use or operate within its premises orelsewhere within or on the outside of the building, any electrical device,wiring or apparatus in connection with a loud speaker system or other soundsystem.

 

7.             No tenant shall make, or permit to be made, anydisturbing noises or disturb or interfere with the occupants of the Building orneighboring buildings or premises or those having business with them, whetherby the use of any musical instrument, radio, tape recorder, whistling, singing,or any other way. No tenant shall throw anything out of the doors or windows ordown the corridors or stairs.

 

8.             No bicycles, vehicles or animals, birds or petsof any kind shall be brought into or kept in or about a tenant’s premises. Nocooking shall be done or permitted by any tenant on its premises. No tenantshall cause or permit any unusual or objectionable odors to originate from itspremises.

 

9.             No space in or about the Building shall be usedfor the manufacture, storage, or sale or auction, of merchandise goods orproperty of any kind.

 

C-1

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10.           No inflammable, combustible or explosive fluid,chemical or substance shall be brought or kept upon a tenant’s premises.

 

11.           No additional locks or bolts of any kind shall beplaced upon any of the doors or windows by any tenant, nor shall any changes bemade in existing locks or the mechanism thereof. The doors leading to thecorridors or main halls shall be kept closed during business hours except asthey may be used for ingress and egress. Each tenant shall, upon thetermination of its tenancy, return to Landlord all keys used in connection withits premises, including any keys to the premises, to rooms and offices withinthe premises, to storage rooms and closets, to cabinets and other built-infurniture, and to toilet rooms, whether or not such keys were furnished byLandlord or procured by tenant, and in the event of the loss of any such keys,such tenant shall pay to Landlord the cost of replacing the locks. Ontermination of a tenant’s lease, the tenant shall disclose to Landlord thecombination of all locks for safes, safe cabinets, and vault doors, if anyremaining in the premises.

 

12.           All removals, or the carrying in or out of thesafes, freight, furniture or bulky matter of any description, must take placein such manner and during such hours as Landlord may require. Landlord reservesthe right to inspect all freight to be brought into the building and to excludefrom the Building all freight which violates any of these Rules and Regulationsof the Lease.

 

13.           Any person employed by a tenant to do janitorialwork within the tenant’s premises must obtain Landlord’s consent prior tocommencing such work, and such person shall, while in the building and outsideof said premises, comply with all instructions issued by the superintendent ofthe building. No tenant shall engage or pay any employees on the tenant’spremises, except those actually working for such tenant on said premises.

 

14.           No tenant shall purchase spring water, ice,coffee, soft drinks, towels, or other like merchandise or service from any companyor person whose repeated violations of Building regulations have caused, inLandlord’s opinion, a hazard or nuisance to the Building and/or its occupants.

 

15.           Landlord shall have the right to prohibit anyadvertising by any tenant which, in Landlord’s opinion, tends to impair thereputation of the Building or its desirability as a building for offices, andupon written notice from Landlord, such tenant shall refrain from ordiscontinue such advertising.

 

16.           Landlord reserves the right to exclude from theBuilding at all times any person who is not known or does not properly identifyhimself to the Building.

 

17.           Each tenant, before closing and leaving itspremises at any time, shall see that all lights are turned off.

 

18.           Building employees shall not perform any work ordo anything outside of their regular duties, unless under special instructionsfrom the management of the Building.

 

19.           Canvassing, soliciting and peddling in theBuilding is prohibited and each tenant shall cooperate to prevent the same.

 

20.           No water cooler, plumbing or electrical fixtureshall be installed by the tenant without Landlord’s prior written consent.

 

21.           There shall not be used in any space, or in thepublic halls of the Building, either by any tenant or by jobbers or others inthe delivery or receipt of merchandise, any hand trucks, except those equippedwith rubber tires and side guards.

 

22.           Access plates to underfloor conduits shall beleft exposed. Where carpet is installed, carpet shall be cut around accessplates.

 

23.           Mats, trash or other objects shall not be placedin the public corridors.

 

24.           Drapes installed by Landlord for the use of anytenant or drapes installed by tenant which are visible from the exterior of thebuilding must be cleaned by such tenant at least once a year, without notice,at such tenant’s own expense.

 

C-2

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**EXHIBIT D**

 

**ESTOPPEL CERTIFICATE**

 

                                                    ,20        

Re:          LeaseDated:

 

LeaseCommencement Date:

 

Landlord:

 

Tenant:

 

Premises:

 

The undersigned,Tenant in the above-described Lease, hereby confirms, as of the date hereof,the following:

 

1. That it is infull and complete possession of the Premises, such possession having beendelivered by the Landlord and having been accepted by the undersigned, and thatthe Tenant is paying Base Rent in monthly installments of$                     ,and that rents have been paidthrough                                               ,20        .

 

2. That the improvementsand space required to be furnished by the terms of the Lease have beencompleted in all respects to the satisfaction of the undersigned and are openfor the use of the undersigned, its customers, employees and invitees.

 

3. That all dutiesof an inducement nature required of the Landlord in said Lease have beenfulfilled.

 

3. That said Leaseis a bona fide Lease and in full force and effect; that there is no existingdefault on the part of the Landlord or the Tenant in the terms thereof (or ifthere are any defaults, specifying each such default); and that said Lease hasnot been amended, modified, supplemented or superseded except as follows (ifnone, so state):

 

4. That no rentshave been prepaid except as provided by said Lease, that, to the best of theundersigned’s knowledge, the undersigned does not now have or hold any claimagainst Landlord which might be set off or credited against future accruingrents.

 

5. That theundersigned has received no notice of a prior sale, transfer, assignment,hypothecation or pledge of the said Lease or of the rents secured therein,except that it has received notice of an Assignment of Leases and Rents (asadditional security) datedthe                dayof                        ,20        , to you.

 

8. That theundersigned will not enter into any modification, amendment, or supplement tothe Lease with Landlord without the prior written consent and approval ofLender.

 

9. That rentsprovided in said Lease commenced to accrue onthe        dayof                                ,20        

 

10. That theundersigned has not subordinated and shall not subordinate its Lease to thelien of any other mortgage or deed of trust without the prior written consentand approval of Lender.

 

 
|   |   |   |
|--------|--------|--------|
|   | Tenant |

 

D-1

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| **STATE OF**  | **)**     |
|---------------|-----------|
|          |      |
|          | **) ss.** |
|          |      |
| **COUNTY OF** | **)**     |

 

**SUBSCRIBED AND SWORN TO** before me this               day of                                           ,20        .

 

 
|                   |          |   |
|------------------------|---------------|--------|
|                   | Notary Public |   |
|                   |          |   |
| My Commission expires: |          |   |
|                   |          |   |

 

D-2

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**EXHIBIT E**

 

**FAIR MARKET RENT**

 

The term “MarketRent” shall mean the fair market rental value for the Premises at the time inquestion which Landlord sets forth in a notice (hereinafter referred to as the“Market Rent Notice”) to Tenant. No later than thirty (30) days after Tenantmay exercise Tenant’s option to extend the Lease for the Option Term, Landlordshall send the Market Rent Notice to Tenant for said Option Term and shallspecify in the Market Rent Notice for each of the five (5) years contained inthe Option Term as applicable. In the event that Tenant shall, in good faith,disagree with the Market Rent set forth in the Market Rent Notice establishedby Landlord for the Premises, Tenant shall, within ten (10) days after receiptof the Market Rent Notice, furnish Landlord with a written explanation inreasonable detail of the basis for Tenant’s good faith disagreement, the amountwhich, in Tenant’s good faith opinion, is the Market Rent for each of the five(5) years contained in the Option Term (hereinafter referred to as the“Tenant’s Notice”). If Tenant’s Notice is not received by Landlord within saidten (10) day period, the Market Rent shall be the Market Rent set forth in theMarket Rent Notice to Tenant. If Tenant’s notice is received by Landlord withinsaid ten (10) day period, the Market Rent for the Premises shall be establishedas follows:

 

1.             Nolater than twenty (20) days following the receipt of the Market Rent Noticefrom Landlord, Tenant shall select an individual as an appraiser of its choiceand give Landlord written notice of such appraiser’s name, address andtelephone number.

 

2.             Withinten (10) days after receipt of such notice by Landlord, Landlord shall selectan appraiser of its choice and give Tenant written notice of such appraiser’sname, address and telephone number.

 

3.             Thetwo appraisers so selected by Landlord and Tenant shall then select anindividual as a third appraiser within fifteen (15) days after receipt byTenant of Landlord’s notification as to its selection of an appraiser, andfurnish Landlord and Tenant written notice of such appraiser’s name, addressand telephone number.

 

4.             Allappraisers selected pursuant to this Paragraph shall be M.A.I. appraisers,unless Landlord and Tenant shall otherwise agree in writing, each having atleast ten (10) years experience with commercial property in Union County, SouthDakota. Each of the three (3) selected appraisers shall then determine the fairrental value of the Leased Premises for each of the five (5) years of theOption Term, as applicable and the Market Rent hereunder for each of such five(5) years contained in the Option Term, as applicable, shall be determined tobe the average of the three (3) appraisals for each such years; provided, in noevent shall Market Rent for the first year of the Option Term be deemed to beless than the Base Rent for the last year of the Renewal Term, and in no eventshall the Market Rent for any successive year of the Option Term be less thanthe Base Rent for the prior year.

 

5.             Ifthe procedure set forth in above in (a)(i) through and including (a)(iv) isimplemented, and if for any reason whatsoever (including, without limitation,the institution of any judicial or other legal proceedings), the Market Rentfor any Option Term has not been finally determined prior to the first day ofsaid Option Term, then the amount of the Market Rent set forth by Landlord ingood faith in the Market Rent Notice shall be the Market Rent for all purposesunder the Lease until such time as the Market Rent is finally determined as setforth above, and Landlord and Tenant shall, by appropriate payments to theother, correct any overpayment or underpayment which may have been made priorto such final determination.

 

6.             IfLandlord fails to select its appraiser in the manner and within the timespecified in (a)(ii) above, then the Market Rent for the Option Term shall bethe Market Rent set forth in Tenant’s Notice.

 

7.             IfTenant fails to select its appraiser in the manner and within the timespecified in (a)(i) above, then the Market Rent for the Option Term shall bethe Market Rent set forth in the Market Rent Notice.

 

8.             Ifthe appraisers selected by Landlord and Tenant fail to appoint the thirdappraiser within the time and in the manner prescribed in (a)(iii) above, thenLandlord and/or Tenant shall promptly apply to the local office of the AmericanArbitration Association for the appointment of the third appraiser.

 

9.             Allfees, costs and expenses incurred in connection with obtaining the appraisalsand the arbitration procedure set forth in this section shall be shared equallyby Landlord and Tenant; however, Landlord and Tenant shall each bear their ownattorneys’ fees incurred with respect to this procedure.

 

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