**Exhibit 10.54****SECOND AMENDMENT TO LEASE AGREEMENT**     THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered intoeffective the 29th day of December, 2006 (“Effective Date”) by and between Clariant Corporation(“Landlord”), with an address of 4000 Monroe Road, Charlotte, NC 28205, Attention: General Counsel,and SCR-Tech, LLC (“Tenant”), with an address of 11701 Mt. Holly Road, Charlotte, NC 28214,Attention: Office Administrator. This Amendment modifies and amends the Lease Agreement datedDecember 16, 2002 between Landlord and Tenant, as amended in the First Amendment to Lease Agreementeffective January 1, 2004 (collectively, the “Lease”).**Recitals**     A. Landlord is the owner of those certain buildings as per Schedule F of the Lease, located at 11701 Mt. Holly Road, Charlotte, North Carolina.     B. Tenant wishes to lease additional space in a building known by Clariant asBuilding #32, Warehouse 20, the “Warehouse,” as warehouse space and breakroom, and theadditional space in the Warehouse Tenant wishes to lease are known by Clariant as“Compartments A & B and Office.” Tenant agrees to lease this space in an as-is conditionexcluding the environmental condition of such space (including, but not limited to theunderlying ground, the Warehouse and the various components, parts and structures of theWarehouse) for purposes of Landlord satisfying its indemnity obligations under Sections 14 and27.3 of the Lease and Tenant being exculpated and having its liability limited under Section27.5 of the Lease.     NOW, THEREFORE, for the mutual promises herein contained and other good and valuableconsideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:          1. Additional Leased Premises in Building 32. Notwithstanding anything to thecontrary in the Lease, Landlord hereby agrees to lease to Tenant and Tenant’s agents, employees,and representatives Building 32 Compartments A & B and office to be identified as Parcel “E” forpurposes of the Lease, and Tenant agrees to lease Compartments A & B and office from Landlord inaccordance with the terms of this Amendment and the Lease as modified and amended by thisAmendment. Compartments A & B shall be used by Tenant, pursuant to the Lease, for general storageuse and the Building 32 office for a breakroom. Tenant agrees to lease Compartments A & B andoffice as well as any additional space to be leased in the Warehouse under Section 2 below, in anas-is condition excluding the environmental condition of such space (including, but not limitedto, the underlying ground, the Warehouse and the various components, parts and structures of theWarehouse) for purposes of Landlord satisfying its indemnity obligations under Sections 14 and27.3 of the Lease and Tenant being exculpated and having its liability limited under Section 27.5of the Lease. Compartments A & B and office as well as any additional space to be leased in theWarehouse shall be maintained solely and exclusively by Tenant in accordance with the terms of theLease.
 

 
          2. Option to Expand Warehouse Space. *(a)**Compartment C Option**.*For andin consideration of Tenant’s Lease of Compartments A & B and office, and an option fee of$300/month payable by Tenant to Landlord, Landlord hereby grants to Tenant an irrevocableoption for Tenant to lease Building 32’s “Compartment C.” The term of this option shall bethirty-six (36) months from the Effective Date of this Second Amendment, at which point suchoption shall expire and be void. Terms of the lease of Compartment C shall be the same asthose applicable to Compartments A & B. Tenant may exercise its option to lease Compartment Cduring the 36-month option period by providing Landlord with written notice of same, andTenant shall specify in such notice the effective date of the lease of such additional space.Upon Tenant’s exercise of its option to lease such additional space in the Warehouse, the Leaseshall be modified to reflect such lease of additional space. Landlord shall not be obligated toimprove or specially maintain Compartment C during the option period, and if Tenant exercises thisoption and occupies Compartment C, Tenant shall have the same maintenance obligations as areapplicable to Compartments A & B and Office, and such space will be occupied on a then as-iscondition excluding the environmental condition of such space (including, but not limited to,the underlying ground, the Warehouse and the various components, parts and structures of theWarehouse) for purposes of Landlord satisfying its indemnity obligations under Sections 14 and27.3 of the Lease and Tenant being exculpated and having its liability limited under Section27.5 of the Lease.(b)*Compartment B Option*. For and in consideration of Tenant’s Lease of Compartments A & Band office, Landlord hereby grants to Tenant an irrevocable option for Tenant to lease Building32’s “Compartment B” after the initial lease term of Compartment B terminates on December 31,2008. The term of this option shall be thirty-six (36) months from the Effective Date of thisSecond Amendment, at which point such option shall expire and be void. Terms of the lease ofCompartment B after December 31, 2008 shall be the same as those applicable to Compartments A & C.Tenant may exercise its option to lease Compartment B during the 36-rnonth option period byproviding Landlord with written notice of same, and if such option is exercised, the lease ofCompartment B shall continue after December 31, 2008 through the expiration of the lease termapplicable to the other parcels (i.e., June 30, 2012 plus Tenant’s two sequential five-yearrenewal options). Upon Tenant’s exercise of its option to lease such additional space in theWarehouse, the Lease shall be modified to reflect such lease of additional space. Landlord shallnot be obligated to improve or specially maintain Compartment B during the option period, and ifTenant exercises this option and occupies Compartment B, Tenant shall have the same maintenanceobligations as are applicable to Compartments A & C and Office, and such space will be occupied ona then as-is condition excluding the environmental condition of such space (including, but notlimited to, the underlying ground, the Warehouse and the various components, parts and structuresof the Warehouse) for purposes of Landlord satisfying its indemnity obligations under Sections 14and 27.3 of the Lease and Tenant being exculpated and having its liability limited under Section27.5 of the Lease.          3. Additional Leased Premises in Building 49. Notwithstanding anything tothe contrary in the Lease, Landlord hereby agrees to lease to Tenant and Tenant’s agents,employees, and representatives the western portion of Building 49 comprised of 2,400 squarefeet as shown on the attached Exhibit “A” attached hereto and incorporated herein by reference(the “Building 49 Space”) to be identified as Parcel “F” for purposes of the Lease, and Tenantagrees to lease the Building 49 Space from Landlord in accordance with the terms of this
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Amendment and the Lease as modified and amended by this Amendment. Building 49 Space shall be usedby Tenant pursuant to the Lease for lab, office and storage use. As soon as reasonably practicableafter execution of this Amendment, Landlord shall make the fire water line to Building 49 Spaceoperational, potable water available to Building 49 Space and the wastewater sump pump servingBuilding 49 Space operational, all in accordance with applicable building codes and at Landlord’sexpense; provided, however, in the event Landlord’s total expenses relating to the work describedin this sentence exceeds $5,000, Tenant shall be responsible for paying to Landlord the amount ofLandlord’s Expenses in excess of $5,000 upon Landlord presenting Tenant with copies of bills andinvoices for such work evidencing such excess; provided, further, however, that in the event suchexpenses are anticipated or determined by Landlord to exceed $5,000, Landlord shall inform Tenantof same as soon as reasonably practicable. Except as set forth in the immediately precedingsentence, Tenant agrees to lease Building 49 Space in an as-is condition excluding theenvironmental condition of such space (including, but not limited to, the underlying ground, thebuilding and the various components, parts and structures of the building) for purposes of Landlordsatisfying its indemnity obligations under Sections 14 and 27.3 of the Lease and Tenant beingexculpated and having its liability limited under Section 27.5 of the Lease. Building 49 Spaceshall be maintained solely and exclusively by Tenant in accordance with the terms of the Lease andthis Amendment. Tenant agrees to heat all of Building 49 in such a manner as to keep the sprinklersystem and waterlines from freezing. For and in consideration of Tenant leasing Building 49 Space,Landlord will transfer and convey to Tenant Landlord’s surplus lab hoods in Building 30 at no costfor use by Tenant in upfitting Tenant’s lab to be located in Building 49 Space; provided, however,Tenant shall be responsible for moving and installing any such surplus lab hoods accepted byTenant. Landlord shall provide to Tenant a mutually agreeable Bill of Sale evidencing the transferand conveyance of such surplus lab fixtures.          4.Schedule Modifications. The following Schedules to the Lease aremodified as set forth below:Schedule F (Premises) — add a parcel “E” which shall be Compartments A & B and office ofBuilding 32 (15,000 sf, 14,320 sf and 830 sf respectively) — warehouse. Parcel “E” shallalso include Compartment C if Tenant’s option under Sec. 2(a) above is exercised. Parcel“D” changed to Building 30 — (552) sf — Laboratory and Office. Add a Parcel “F” which shallbe Building 49 Space (2,400 sf) — lab and warehouse.Schedule I (Occupancy Dates) — add Parcel “E”, Compartment A — on February 1, 2006;Compartment B and Office — on August 1, 2006. Only with respect to Compartment B, theinitial term of the lease shall be through December 31, 2008, subject to being extended ifTenant exercises the option set forth in Section 2(b), above. The Occupancy Date forCompartment C shall be as identified in Tenant’s option exercise notice sent pursuant toSec. 2(a) above. Add Parcel “F” — on the date Tenant occupies Building 49 Space forpurposes of conducting its business thereon and Tenant vacates Building 30. Tenant’soccupancy of Building 30 shall terminate on the date when Tenant vacates Building 30 andoccupies Building 49 Space for the purposes of conducting its business thereon, and Tenantshall notify Landlord in writing of such date.
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Schedule L (Base Rent) — add Parcel “E” — $2.65/sf/yr ($79,897.50 per year, or $6658.13 permonth). If Compartment C is added through Tenant’s exercise of its option under Section2(a) above, the base rent per square foot for Compartment C shall be equal to the thencurrent base rent per square foot for Compartments A & B, subject thereafter to Schedule Madjustments. If Compartment B is extended after December 31, 2008 through Tenant’s exerciseof its option under Section 2(b) above, the base rent per square foot for Compartment Bshall be equal to the base rent per square foot of Compartment B on December 31, 2008,subject thereafter to Schedule M adjustments. Add Parcel “F” — for the first 18 months ofTenant’s occupancy of Building 49 Space, Base Rent shall be $529.40 per month, andthereafter Base Rent shall be based upon the same annual per square foot charge as that forBuilding 48 (Parcel “A”).Schedule O (Site Service Expenses) — insert: with respect to Building #32, the Site ServiceExpense will be charged at a rate that is one-half the normal per square foot rate. Withrespect to Building 49 Space no Site Service Expense shall be charged for the first 18months of Tenant’s occupancy of Building 49 Space, and after such 18-month period, Tenantshall pay a per square foot Site Service Expense charge based upon one-half of the standardper square foot Site Service Expense charge. Tenant shall be responsible for payment of costof all utilities servicing Building 49 Space beginning at the time the utilities are turnedon in the building.          5. Term. This Amendment shall commence effective the Effective Date.          6. Wastewater. With respect to Landlord’s acceptance of Tenant’swastewater for treatment, Tenant shall be permitted to discharge into Landlord’s wastewatertreatment system wastewater containing arsenic and other constituents so long as the level ofarsenic and other constituents does not cause Clariant to exceed any limitations or violateconditions of its environmental permits that are in effect at any time including its NPDESeffluent discharge permit and its permit for Surface Disposal of Residual Solids (Landfill);provided however, that Tenant shall have the right to use at least seventy-five percent (75%)of the monthly average of Landlord’s NPDES discharge limit for arsenic. Wastewater shall includesurface runoff from Tenant’s operations.          7. Miscellaneous.          (a) Notwithstanding anything in this Amendment or the Lease to the contrary, the use of thephrase “as-is condition” in this Amendment and the Lease shall not limit, restrict or diminishLandlord’s indemnity obligations under Sections 14 and 27.3 of the Lease or the exculpation andlimitation of liability of Tenant under Section 27.5 of the Lease, and Sections 14 and 27.3 withrespect to Landlord’s indemnity obligations and Section 27.5 of the Lease with respect toTenant’s exculpation and limitation of liability shall be interpreted and construed without givingconsideration or effect to the phrase “as-is condition” in this Amendment and. the Lease. Forpurposes of Section 27.3 and 27.5 of the Lease in the case of additional Premises being leasedunder this Agreement, the term “Effective Date” as defined in this Amendment shall be substitutedin place of the term “Commencement Date” wherever the term “Commencement Date” appears in Sections27.3 and 27.5. However, the foregoing provisions shall in no way exonerate or exculpate Tenantfrom its own Tenant’s indemnity obligations
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under Sections 14 and 27.3 of the Lease if any claims arise out of Tenant’s failure tomaintain any of additional leased Premises for which Tenant has assumed maintenance obligationsunder this Amendment.          (b) Landlord and Tenant acknowledge and agree that Tenant has not hadduring Tenant’s tenancy on and prior to the date hereof and shall not have from this dateforward any leasehold, operational or other interest in or control over any property of Landlord’sbeyond the Premises leased to Tenant and Tenant’s use of the Lot as described in the Lease asamended.          (c) All other terms and conditions of the Lease remain unchanged.*(Signatures on following page)*
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          IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment.         **Landlord:**         **CLARIANT CORPORATION**         By: /s/ C. S. Barnard           Title: Sr. V. P. – Legal           Print Name: C. S. Barnard         Date: Dec. 29, 2006                  **Tenant:**             **SCR-TECH, LLC**         By: /s/ W. J. McMahon           Title: President           Print Name: W. J. McMahon         Date: 3-10-07         
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