Exhibit
10.1





STATE OF
NORTH CAROLINA


LEASE
AGREEMENT


COUNTY OF
MECKLENBURG





LEASE
AGREEMENT (“Lease”), dated as of September 4, 2009, between FAT BOY TRADING
COMPANY (“Landlord”), a North Carolina corporation, and SCR – TECH, LLC
(“Tenant”), a North Carolina limited liability company; and consented to by CPP
INTERNATIONAL, LLC (“CPPI”), a North Carolina limited liability company and
affiliate of Landlord, for the limited purposes contained
herein.





RECITALS





A.           Landlord
is the owner of certain real property and improvements located thereon
(together, the “Premises”) comprised of approximately 7.27 acres located at
11707 Steele Creek Road, Charlotte, Mecklenburg County, North Carolina, as more
particularly described on Exhibit A attached
hereto.





B.           The
primary improvement upon the Premises is that building consisting of
approximately 143,500 heated and cooled square feet (the “Building”), which
Building has been occupied most recently by CPPI.





C.           Landlord
has agreed to lease the Premises to Tenant, and Tenant has agreed to lease the
Premises from Landlord, upon the terms and conditions set forth
herein.





WITNESSETH





NOW,
THEREFORE, in consideration of the Recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows:





1.           Grant and Acceptance of
Lease.  Landlord hereby leases the Premises to Tenant, to have
and to hold unto the Tenant during the term of this Lease, including all
extensions thereof, subject to all terms and conditions of this
Lease.  Tenant hereby accepts this grant of lease and the Premises,
subject to all terms and conditions of this Lease.





2.           Term.  The
term of this Lease shall commence September 4, 2009,
and shall expire at 11:59 PM on May 31, 2017 (the “Initial
Lease Term”), unless extended at the election of Tenant for up to two (2)
extension terms of five (5) years each, by written notice to Landlord given
not less than one hundred eighty (180) days prior to the expiration of the
then-current Lease term (each, a “Renewal Period”).  The Initial Lease
Term as extended by a Renewal Term is known as the “Term”.







3.           Tenant’s Access to
Building.  Tenant acknowledges that CPPI has utilized the
Building for the preceding years and must continue to utilize a portion of the
Building for the immediate future.  Therefore:





a.  Notwithstanding
anything in this Lease to the contrary, Landlord shall retain an area within the
Building constituting 45,040 square feet for lease to CPPI through August 31,
2010 (the “CPPI Portion”), which CPPI Portion shall be deemed specifically
excluded from the Premises subject to this Lease until such date.  The
location of the CPPI Portion is comprised of Sections CPP-1 and CPP-2 as
illustrated on Exhibit
B which is attached hereto and incorporated herein by
reference.





b.           Landlord
shall ensure that CPPI vacates the CPPI Portion on or before the conclusion of
business on August 31, 2010; provided, however, Tenant shall have the right to
notify Landlord in writing that Tenant needs the CPPI Portion prior to September
1, 2010, and upon Tenant so notifying Landlord, Landlord shall ensure that CPPI
vacates the CPPI Portion no later than sixty (60) days after such notice from
Tenant.  As of September 1, 2010 (or as of the day immediately
following CPPI’s vacation of the CPPI Portion if Tenant requests CPPI vacate the
CPPI Portion prior to September 1, 2010 as provided above), Tenant shall lease
the CPPI Portion from Landlord on the terms and conditions otherwise applicable
under this Lease, and such CPPI Portion shall be deemed a portion of the leased
Premises as of such date.





c.           Notwithstanding
anything in this Lease to the contrary, during the period from September 4,
2009, through August 31, 2010, while Landlord is retaining the CPPI Portion for
lease to CPPI pursuant to this Section 3, any and all insurance, taxes,
maintenance, and utilities that benefit both the CPPI Portion and the remainder
of the Building and the Premises will be prorated between the CPPI Portion and
the remainder of the Building, which pro ration shall be calculated based upon
the square footage of the CPPI Portion as a percentage of the entire
Building.  CPPI shall promptly pay to Tenant its pro rata share of
such expenses upon receipt from Tenant of an invoice for such expenses with such
payment being due no later than thirty (30) days after the date of CPPI’s
receipt of such invoice.


2





d.           CPPI
shall have unlimited access from Tenant to gain access to the CPPI Portion
across Tenant’s leased portion of the Premises, and CPPI shall follow standard
safety procedures during any such access.  CPPI agrees to maintain an
uncluttered walkway across Sections CPP-1 and CPP-2 of the CPPI Portion to
enable Tenant to freely cross over such space to access Tenant’s leased portion
of the Premises at all times.  Tenant and CPPI covenant and agree that
each of them will not block each others means of ingress and egress from the
space leased by each of them under this Lease.





4.           Holding
Over.  If Tenant shall hold over and continue occupancy of the
Premises beyond the expiration of the Lease term, as extended (if extended),
Tenant’s obligations to Landlord shall continue from month to month under all of
the then applicable terms and conditions of this Lease; except, however, absent
written agreement by the Landlord to another rate, rent payable by Tenant to
Landlord during the holdover period shall be 150% of the rent payable
immediately prior to the expiration of the last applicable Lease
term.  Landlord’s permitting Tenant to continue holdover occupancy
shall not be construed as giving Tenant any renewal tenancy or any extension
rights other than as a month-to-month tenant.  Tenant may terminate
such holdover month-to-month tenancy as of the end of any calendar month upon at
least thirty (30) days’ advance written notice to Landlord.  Landlord
may terminate such holdover month-to-month tenancy as of any date (whether or
not the end of a calendar month) upon at least thirty (30) days’ advance written
notice to Tenant.





5.           Rent.  All
monthly rent shall be payable on or before the first day of each calendar month,
and shall be prorated on a per
diem basis for any partial month.  A late charge of ten percent
(10%) of the rent due shall be payable as to each monthly installment of rent
not received by the Landlord by the fifth (5th)
business day of the calendar month when due. Monthly rent during the term of
this Lease, and any extensions hereof, shall be as set forth in the following
rent schedule.  Such rent schedule assumes Tenant leases the CPPI
Portion on September 1, 2010, and if Tenant leases the CPPI Portion prior to
September 1, 2010 the rent schedule shall be revised to reflect the square
footage of the Building leased by Tenant on the applicable dates with an initial
annual rent rate of $2.70 commencing September 4, 2009 increased three percent
(3%) per year on each following September 1 with nine (9) months free rent for
the space initially leased by Tenant on September 4, 2009, and six (6) months
free rent for the CPPI Portion when leased by Tenant.  The monthly
rent for the first month in which rent is due (June, 2010) is prorated to
reflect commencement of the Lease on September 4, 2009 (i.e. amount of monthly
rent payment is multiplied by the fraction of 27/30).


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a.
            Initial Lease
      Term.





Months
                  
                  Monthly Rent9/1/2009 - 5/31/2010
                  
                  $
                  0.006/1/2010 – 6/30/2010
                  
                  $
                  19,938.157/1/2010 – 8/31/2010
                  
                  $
                  22,153.509/1/2010 – 2/28/2011
                  
                  $
                  22,818.113/1/2011 – 8/31/2011
                  
                  $
                  33,256.139/1/2011 – 8/31/2012
                  
                  $
                  34,253.819/1/2012 – 8/31/2013
                  
                  $
                  35,281.429/1/2013 – 8/31/2014
                  
                  $
                  36,339.879/1/2014 – 8/31/2015
                  
                  $
                  37,430.069/1/2015 – 8/31/2016
                  
                  $
                  38,552.969/1/2016 – 5/31/2017
                  
                  $
                  39,709.55





b.           First Extension
Term.  If Tenant elects to extend the term of the Lease by five
(5) years from June 1, 2017, through May 31, 2022, pursuant to Section 2 above
(the “First Extension Term”), the monthly rent for the first year (measured as a
12-month period from 6/1/2017 through 5/31/2018) of such First Extension Term
shall be the Fair Market Rental Rate (as defined in Paragraph (d) below) as of
June 1, 2017. The monthly rent for each subsequent 12-month period within the
First Extension Term shall increase by three percent (3.0%) from the prior
12-month period.





c.           Second Extension
Term.  If Tenant elects to extend the term of the Lease by five
(5) years from June 1, 2022, through May 31, 2027, pursuant to Section 2 above
(the “Second Extension Term”), the monthly rent for the first year (measured as
a 12-month period from 6/1/2022 through 5/31/2023) of such Second Extension Term
shall be the Fair Market Rental Rate (as defined in Paragraph (d) below) as of
June 1, 2022. The monthly rent for each subsequent 12-month period within the
Second Extension Term shall increase by three percent (3.0%) from the prior
12-month period.


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d.           Fair Market Rental Rate.
For the
purposes of paragraphs (b) and (c) above, the term “Fair Market Rental Rate”
shall mean a rate comprised of the prevailing base rental rate per square foot
of rentable area available in the Charlotte, North Carolina market for renewals,
as determined by Landlord in good faith, taking into account leases for improved
space which are comparable to the Premises in reputation, quality, use, age,
size, location, and level and quality of services (the foregoing factors not
being exclusive in identifying comparable buildings).  Landlord shall
notify Tenant of Landlord’s determination of the Fair Market Rental Rate within
thirty (30) days after Landlord’s receipt of Tenant’s election to extend the
term of the Lease (“Landlord’s Fair Market Rate Notice”).  Within
fourteen (14) days following the date upon which Landlord gives Tenant
Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlord,
either (i) accept Landlord’s determination of the Fair Market Rental Rate, or
(ii) reject Landlord’s determination of the Fair Market Rental Rate and proceed
as set forth in the following paragraph.  In the absence of timely
written notice from Tenant, Tenant shall be deemed to have chosen option
(ii).  If the monthly Fair Market Rental Rate is determined to be
lower than the monthly rent paid by Tenant to Landlord during the 12-month
period concluding the preceding term (though which preceding term shall be the
then-current term at the time of calculation; the “Preceding Rent Rate”), then
the Fair Market Rental Rate shall be deemed to equal the Preceding Rent
Rate.




If Tenant
rejects Landlord's determination of the Fair Market Rental Rate, then within
thirty (30) days after receipt of Landlord’s Fair Market Rate Notice, Tenant
shall have the right to submit to Landlord an appraisal (“Tenant’s Fair Market
Rate Notice”) by a Qualified Real Estate Appraiser of Fair Market Rental Rate
effective as of the commencement date of the applicable Renewal Period. If the
higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair
Market Rate Notice) is not more than one hundred five percent (105%) of the
lower estimate, the Fair Market Rental Rate shall be established as the average
of the two rates. If the higher rate is more than one hundred five percent
(105%) of the lower rate, Landlord and Tenant shall, within fifteen (15) days
after Tenant’s Fair Market Rate Notice has been submitted, each select a
Qualified Real Estate Appraiser (which for Tenant may be the same individual as
previously utilized).  The two appointed Qualified Real Estate
Appraisers shall select a third Qualified Real Estate Appraiser (the “Referee”).
If Landlord and Tenant are unable to agree upon the selection of a Referee, then
the Referee shall be selected within fifteen (15) days thereafter by an
arbitrator selected pursuant to the rules of the American Arbitration
Association.




The
Referee shall, within thirty (30) days after appointment, render his decision as
to the Fair Market Rental Rate, by electing Landlord’s Fair Market Rental Rate,
Tenant’s Fair Market Rental Rate, or any figure in between.  The
decision of the Referee shall be issued in writing, shall be binding upon
Landlord and Tenant, and shall constitute the Base Rent for the applicable
Renewal Term. Landlord and Tenant shall each pay for their own determination,
and the cost of the Referee and arbitrator, if any, shall be shared equally by
Landlord and Tenant.


5


As
used in this Paragraph (d), the term “Qualified Real Estate Appraiser” shall
mean an appraiser who has at least five (5) years’ full-time commercial real
estate appraisal experience in the geographical area in which the Premises are
located.




e.           Escalation
Cap.  Any increase from the Preceding Rent Rate to a higher
Fair Market Rental Rate for a subsequent period shall be capped at 110% of the
Preceding Rent Rate.





6.           Additional
Rent.  If the Landlord shall make any expenditure for which
Tenant is responsible, or if the Tenant shall fail to make any payment to
Landlord which Tenant is obliged to make hereunder, then the amount thereof may
at Landlord’s option be added to any installment of rent then due or thereafter
becoming due.





7.           Security Deposit / Letter of
Credit.





a.           Prior to the commencement
of the Lease term, Tenant shall issue to Landlord a security deposit in the
amount of $35,000.00, to be held by Landlordas security for the faithful
performance by Tenant of all covenants of this Lease (the “Security
Deposit”).  The amount of the Security Deposit, without interest,
shall be repaid to Tenant after the termination of this Lease and any renewal
thereof, provided Tenant shall have made all such payments and performed all
such agreements of this Lease.





b.           If
any rent or any other sum payable by Tenant to Landlord shall be overdue and
unpaid, or should Landlord make payments on behalf of Tenant, or Tenant shall
fail to perform any of the terms of this Lease, then Landlord may (at its option
and without prejudice to any other remedy) apply so much of the Security Deposit
as may be necessary toward the payment of such rent or cost; and Tenant shall
forthwith upon demand restore said Security Deposit to the original amount of
$35,000.00.  Tenant’s failure to restore said deficiency shall
constitute a default hereunder.  Tenant hereby waives the benefit of
any provision of law requiring such deposit to be held in escrow or in
trust.  In the event of bankruptcy or other creditor-debtor
proceedings against Tenant, the security deposit shall be applied first to the
payment of rent and other charges due Landlord for all periods prior to the
filing of such proceedings.





c.           Landlord
may deliver the Security Deposit to any purchaser of Landlord’s interest in the
Premises, and thereupon Landlord shall be discharged from any further liability
with respect to the Security Deposit.  This provision shall also apply
to any subsequent transferees.  Tenant agrees that it shall hold the
successor Landlord solely liable for the return of the Security
Deposit.


6





d.           In
addition to the payment of the Security Deposit, Tenant shall, prior to June 1,
2010, issue an irrevocable letter of credit in Landlord’s favor in the amount of
$75,000.00 (the “Letter of Credit”).  Landlord may draw upon the
Letter of Credit for any reason that would otherwise justify an application of
the Security Deposit as set forth in Paragraph (b) above, and Landlord may
proceed to draw against the Letter of Credit prior to the application of all or
any part of the Security Deposit, in Landlord’s sole discretion.  If
Tenant successfully pays to Landlord all rent and additional rent owing under
this Lease through November 30, 2011, then Tenant may terminate the Letter of
Credit.





8.           Use.  Tenant
shall use the Premises exclusively for general offices, storage, and
regeneration of catalysts and the provision of Tenant’s other services offered
to coal and gas fired power plants.





9.           Compliance with Laws and
Regulations.  Tenant shall materially comply at all times with
all applicable laws, ordinances, requirements, regulations, standards and
guidelines (“Laws”) of all federal, state, county, municipal and other
authorities (i.e. Laws applicable to the Premises and/or to its use and/or
occupancy, and Laws applicable to Tenant’s conduct of business at and on the
Premises); and shall promptly take such reasonable actions as may be appropriate
to come into and remain in material compliance by with such Laws.  If
such material compliance by Tenant shall require alterations or other
improvements to the Premises, such work shall be performed at Tenant’s expense,
in compliance with Section 12 hereof.





Landlord
represents and warrants that the Premises will, at the time possession thereof
is delivered to Tenant, materially comply with all Laws which may be applicable
to the Premises and the Building.





10.           Environmental
Compliance.  Without limiting the broader requirements of
Section 9 above, Tenant shall at all times materially comply with all Laws as to
all environmental matters (“Environmental Matters”) impacting the Premises,
which shall include without limitation those Laws applicable to any regulated or
hazardous materials (“Hazardous Materials” as defined hereafter).  In
addition:





a.           Tenant
shall not cause or permit any Hazardous Materials (as hereinafter defined) to be
used, stored, generated, or disposed of on or in the Premises except in
substantial compliance with applicable Laws, and in the case of Tenant
consistent with Tenant’s normal course of business.


7





b.           “Hazardous
Material” or “Hazardous Materials” means any substance: (i) the presence of
which requires permitting, investigation or remediation under any Laws; or (ii)
which is or becomes defined as a hazardous waste, hazardous substance,
pollutant, or contaminant under any Laws including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Sec. 6901 et seq.); or (iii) which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is
or becomes subject to any Laws; or (iv) without limitation, which contains
polychlorinated biphenols (PCB’s), asbestos, or urea formaldehyde foam
insulation.





c.           Except
as to those above ground storage tanks (“AST’s”) generally described on the
Plans (as defined in Section 12(b) below) and approved by Landlord prior to the
commencement of the Lease term and those AST’s to be located inside the
Premises, Tenant shall not, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld, install or place any AST’s or
underground storage tanks (“UST’s”) on the Premises.  If Landlord
consents to any such installation, Tenant shall: install the UST’s and AST’s in
a good and workmanlike manner and in accordance with all Laws; maintain the
UST’s and AST’s in good condition and in material compliance with applicable
Laws, including any applicable monitoring and reporting obligations; and within
thirty (30) days after the termination or expiration of the Lease, remove the
UST’s and AST’s at the express advance written request of the Landlord and at
Tenant’s sole expense, and restore the Premises to the condition existing on the
commencement date of the Lease term ordinary wear and tear
excepted.





d.           Landlord
shall provide to Tenant a copy of the Phase I environmental report
previously completed concerning the Premises.  Tenant may, at the sole
cost and expense of Tenant, conduct any environmental testing at the Premises
deemed necessary by Tenant.





e.           Landlord
may, at the sole cost and expense of Landlord, obtain a reasonably periodic
environmental review of the Premises, by an experienced environmental consultant
satisfactory to Landlord, to determine that Tenant is in compliance with the
environmental requirements set forth in this Lease.  Tenant shall
provide, upon reasonable advance written notice, reasonable access to the
Premises and Tenant’s environmental related documents which are not confidential
or privileged such that the environmental consultant may perform the
environmental review. Landlord shall, within thirty (30) days after receipt of
the environmental review, deliver a copy to Tenant along with a list of any
alleged non-compliance with environmental requirements of this Lease, the
“Alleged Non-Compliance” (“Landlord’s Environmental Notice”).  Unless
Tenant objects as set forth below, Tenant shall, within thirty (30) days
thereafter, at Tenant’s expense, commence to resolve any Alleged Non-Compliance
in accordance with applicable environmental Laws and diligently pursue
completion of same.


8




If Tenant
objects to Landlord’s Environmental Notice, then within thirty (30) days after
receipt of Landlord’s Environmental Notice, Tenant shall have the right to
submit to Landlord an environmental report prepared by an experienced
environmental consultant chosen by Tenant, and Tenant shall submit a copy of the
environmental report prepared by Tenant’s environmental consultant to Landlord
within such time period. Landlord and Tenant shall work cooperatively and in
good faith to resolve any differences between Landlord’s Environmental Notice
and Tenant’s environmental report.  If Landlord and Tenant cannot
resolve such differences within sixty (60) days after Landlord’s receipt of
Tenant’s environmental report, then any unresolved differences shall be resolved
by an arbitrator selected and acting pursuant to the rules of the American
Arbitration Association, and the decision of the arbitrator shall be binding
upon both Tenant and Landlord.  Landlord and Tenant shall each pay for
their own environmental consultant, and the cost of the arbitrator, if any,
shall be borne by the party against whom the arbitrator rules, and in the event
there shall not be one party against whom the arbitrator rules, the cost of the
arbitrator shall be borne by the parties in proportion to the fault as
determined by the arbitrator.





f.           Tenant
shall promptly upon receipt provide Landlord with a copy of all communications
to or from any governmental authorities in connection with environmental matters
other than routine communications, permit renewals and other non-material
matters.





11.           Delivery of
Premises.  Landlord shall deliver the Premises to Tenant in
“broom-clean” condition, with all systems (e.g. HVAC, electrical, plumbing,
lighting, sprinkler, dock doors and levelers, etc.) in good operational
condition, and the roof shall be water-tight.  Prior to the
commencement of the Initial Lease Term, Landlord shall repair or replace, as
needed in Landlord’s discretion, any cracked or broken windows, sky lights,
loading doors, or personnel doors.  Landlord covenants and agrees to
promptly perform at Landlord’s expense the repairs set forth in Table I attached
hereto as “Exhibit
C” which is incorporated herein by reference with such repairs completed
no later than October 31, 2010, or if such repairs cannot be practically
completed by such date, good faith efforts toward completion
made.


9




12.           Alterations and
Improvements.





a.           Subject
only to the repair obligations set forth in Section 11 above and Landlord’s
other obligations and representations set forth elsewhere in this Lease,
Landlord shall lease the Premises to Tenant in “as-is” condition.





b.           Prior
to the commencement of the Initial Lease Term, Tenant shall submit detailed
plans to Landlord illustrating Tenant’s proposed up-fit of the Premises (the
“Plans”).  Landlord shall approve or deny the Plans (or suggest
alterations thereto) in a timely fashion, and such approval shall not be
unreasonably withheld.  Landlord acknowledges that Tenant intends to
install equipment, tanks (subject to Section 10 above), piping, valves, ovens,
and other fixtures incidental to Tenant’s business.





c.           Following
Landlord’s approval of the Plans and Tenant’s completion of the work set forth
therein, Tenant shall be able to make such additional expansions,
reconfigurations, and additions to the Premises, including, but not limited to,
the Building, driveways and parking lots, as are deemed necessary by Tenant upon
the prior written consent of Landlord, which consent shall not be unreasonably
withheld.  Subject to Section 10(c) above, Tenant may install or cause
to be installed any trade fixtures or other equipment used in Tenant’s business
without the consent of Landlord.





d.           All
approved alterations, additions and improvements, including fixtures installed,
shall be performed by Tenant at Tenant’s sole cost and expense.  All
alterations, additions and improvements shall be accomplished with first quality
materials, parts, components and equipment, in a good workmanlike manner, in
compliance with all Laws, and consistent with the style, character and quality
of existing improvements.





e.           All
approved alterations, additions and improvements, including fixtures installed
(less and except Tenant’s production equipment, machinery, tanks and other
similar equipment and fixtures which may be affixed to the Premises and later
removed by Tenant), shall upon installation attach to and become a part of the
Premises and shall become the property of Landlord.  However, Landlord
shall be entitled, at its election, to require Tenant upon termination of the
Lease to remove any such Tenant installed alterations, additions, improvements
or fixtures, and to substantially restore the Premises to its condition prior to
such installation (except as to such approved alterations, additions, or
improvements that are of a permanent nature as can not be removed by Tenant
using commercially reasonable means, effort, and expenditures, e.g. walls,
plumbing, electrical and other similar structural items), ordinary wear and tear
excepted.


10




13.           Maintenance and
Repairs.





a.           Landlord
shall maintain, repair and replace, as necessary, the roof (including skylights)
and structure of the Building (including the sides, external walls other than
those constructed by Tenant, beams, footings, load-bearing walls, and columns,
but excluding the floor and any damage to any aforementioned structural elements
caused by Tenant’s activity) as it exists upon delivery of the Premises to
Tenant.  Additionally, until August 31, 2014, Landlord shall be
responsible for maintaining the HVAC units at standard condition in the manner
required of Landlord under Exhibit C.  As of September 1, 2014, Tenant
shall be fully responsible for maintenance of the HVAC
units.  Notwithstanding the foregoing, Landlord shall not be
responsible for maintaining the roof or structure relating to any addition to
the Building (or any other building constructed upon the Premises) constructed
by Tenant pursuant to Section 12 above, including but not limited to the fusion
of any new roof area constructed by Tenant to any existing roof area, which
items shall be solely Tenant’s maintenance responsibility.  Landlord
shall be responsible for repair of any structural deficiency in the concrete and
asphalt paved areas of the Premises in the event of collapse or sink hole
through August 31, 2014, and Landlord and Tenant shall each share one-half the
cost and responsibility for repair of any structural deficiency in the concrete
and asphalt paved areas in the event of collapse or sink hole for the balance of
the Lease Term.


11


b.           Subject
to Landlord’s responsibilities of maintenance, repair and replacement set forth
in Paragraph (a) of this Section 13 and Section 11 and excluding any
environmental obligation arising under Section 10 of this Lease, Tenant shall be
responsible for the maintenance, repair and (subject to Section 12 above)
replacement of all improvements on or to the Premises, including without
limitation the exterior of all buildings constructed by Tenant, additions to
buildings constructed by Tenant, all interior improvements including fixtures,
all heating, ventilating and air conditioning equipment systems, all electrical,
telephone, plumbing, natural gas, cable and other utility systems, all exterior
and interior lighting, drives, curbs, sidewalks, parking areas and landscaped
areas, all paved portions of driveways and loading areas utilized by tractor
trailers servicing Tenant’s business, interior walls, floor coverings, ceilings,
interior partitions, inside doors, dock doors, dock leveling systems, any of
Tenant’s alterations, additions or improvements, and all
landscaping.  All such maintenance, repairs and replacements shall be
accomplished with first quality materials, parts, components and equipment, in a
good workmanlike manner, in material compliance with all Laws, and consistent
with the style, character and quality of existing improvements.  Upon
expiration of this Lease, Tenant shall deliver the Premises to Landlord in
substantially as good condition as received from Landlord, ordinary wear and
tear excepted.





14.           Right of
Entry.  The Landlord shall have the right to enter the
Premises, and to authorize its representatives and others to enter the Premises,
at any reasonable time for inspecting, making such repairs as the Landlord may
be required to make, and showing the Premises to any prospective purchaser, and,
during the last one hundred eighty (180) days of the Lease Term or any extension
or renewal, to prospective tenants.  Landlord shall use its best
efforts to perform any repairs at such times and in such manner as will not
unreasonably interfere with Tenant’s use and occupancy of the Premises or the
conduct of Tenant’s business.  Except for any entry by Landlord in an
emergency situation, Landlord shall provide Tenant with reasonable prior notice
of any entry into the Premises any purpose which the Landlord shall deem
necessary during the term of this Lease.  No such entry shall render
the Landlord liable for any claim, loss, damage, cause of action or other
liability to the Tenant or the property of Tenant, unless arising from the
misconduct or negligence of Landlord.  Landlord’s right of entry shall
include the right to place signs on the Premises indicating that it is for sale
or during the last one hundred eighty (180) days of the Term for
rent.





15.           Operating
Expenses.  Subject only to proration of such items with CPPI
for the period from September 4, 2009, through August 31, 2010, Tenant shall
bear full responsibility for the following operating expenses relating to the
Premises:





a.           Utilities.  Tenant
shall be solely responsible for the providing of electricity, heating and air
conditioning (subject to Landlord’s maintenance responsibilities set forth in
Section 13(a) above), water and sewer service, janitorial service and all other
utilities and services to the Premises, and all costs associated
therewith.


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b.           Insurance.  Tenant
shall obtain, maintain and pay for all property, casualty and public liability
insurance required in the sole reasonable discretion of Landlord to be provided
from time to time, with insurance companies reasonably acceptable to Landlord
with customary limits for industrial properties of similar size, construction,
quality, use and location.  Tenant shall insure in Landlord’s name all
buildings and improvements now existing or hereafter erected as part of the
Premises against loss by fire, windstorm, water and other hazards, casualties
and contingencies, vandalism, and malicious mischief as are usually covered by
extended coverage policies, for their full repair and replacement cost, without
reduction for depreciation.  Tenant shall in addition insure itself
and Landlord under policies providing comprehensive general public liability
coverage in customary amounts not less than reasonably required by
Landlord.  Tenant shall deliver to Landlord policies, certificates and
endorsements of such fire and hazard insurance naming Landlord as an insured
party and containing loss payable clauses which make all losses relating to the
Building under such policies payable to Landlord.  Tenant shall
deliver to Landlord policies, certificates and endorsements of such
comprehensive general public liability insurance naming Tenant and Landlord as
insured parties and containing loss payable clauses which make losses under such
policies payable to whichever of Tenant or Landlord are entitled payment under
such insurance.  Landlord, at its election, may obtain all such
required insurance, to be paid for by Tenant. Such policies or certificates
shall contain provisions that no insurance may be canceled or decreased without
thirty (30) days prior written notice to Landlord.  Tenant shall not
by any act or omission cause an increase in the rate of insurance or the
cancellation of any insurance policy.





c.           Taxes.  Tenant
shall pay all taxes and assessments levied upon or with respect to the Premises
and this Lease, including without limitation ad valorem, real property, personal
business property, intangibles and sales taxes, excluding only income taxes
payable by Landlord by reason of Landlord’s receipt of rent.





13




16.           Indemnification.


a.           Except
to the extent any damages, actions, liabilities and expenses are covered by
property insurance or liability insurance required to be maintained or actually
carried by either party hereunder, Tenant shall defend, indemnify and hold
harmless Landlord, any successor to Landlord’s interest in the Premises, and
their respective partners, shareholders, members, directors, managers, officers,
employees, agents and contractors (each an “Indemnified Party” and collectively
“Indemnified Parties”), from and against any and all claims, demands, actions,
causes of action, suits, proceedings, damages, fines, judgments, penalties,
liabilities (including strict liability), losses and any and all sums paid for
settlement of claims including reasonable attorneys’ fees relating to same (the
foregoing being hereinafter referred to, collectively, as “Indemnified
Exposure”), arising from: (1) any injury to or death of any person or the damage
to or theft, destruction, loss, or loss of use of any property arising from
Tenant’s or any of its employees’ agents’ or contractors’ (collectively,
“Tenant’s Representatives”) negligent use and occupancy of the Premises during
the Term or arising out of the negligent installation, operation, maintenance,
repair or removal of any of Tenant’s improvements, and excluding the negligence
and intentional misconduct of Landlord, its employees, agents, contractors,
members and managers (“Landlord’s Representatives”); or (2) Tenant’s failure to
perform its obligations under this Lease, and excluding the negligence and
intentional misconduct of Landlord, its employees, agents and
contractors.  Notwithstanding any forgoing provisions hereof to the
contrary, Tenant shall have no obligation to indemnify Landlord or Landlord’s
Representatives for and against any claims directly resulting from the
Landlord’s negligence or intentional misconduct.





b.           Without
limiting the generality of the foregoing, Tenant shall defend, indemnify and
hold harmless each Indemnified Party from and against any and all Indemnified
Exposure (as defined above) arising during or after the Lease term as a result
of Tenant’s failure to comply with any environmental obligation arising under
Section 10 of this Lease.  This indemnification includes, without
limitation, any and all costs incurred because of any reasonable investigation
of the Premises and any cleanup, removal or restoration specifically mandated by
any federal, state or local agency or political subdivision resulting from
Tenant’s failure to comply with any environmental obligation arising under
Section 10 of this Lease.  Without limitation of the foregoing, if
Tenant, or any of its employees, agents or contractors, causes or permits the
presence of any Hazardous Materials on the Premises resulting in contamination,
Tenant shall promptly, at its sole expense, take any and all necessary actions
to resolve the contamination consistent with applicable environmental
Laws.  Tenant shall be entitled to conduct such environmental
investigations as it sees fit prior to the commencement of the Initial Lease
Term so as to establish a baseline status of the Premises from which Tenant’s
indemnification duty under this paragraph (b) may be
ascertained.


14





c.  Except
to the extent any damages, actions, liabilities and expenses are covered by
property insurance or liability insurance required to be maintained or actually
carried by either party hereunder, Landlord shall defend, indemnify and hold
harmless Tenant, any successor to Tenant’s interests in the Premises, and
Tenant’s Representatives, from and against any and all Indemnified Exposure
arising from any breach or default in the performance of any obligation on
Landlord’s part to be performed under the terms of the Lease or arising from any
negligence or misconduct of Landlord, or any of Landlord’s Representatives, and
from and against all costs, reasonable attorneys’ fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon.  Notwithstanding any foregoing provisions hereof to the
contrary, Landlord shall have no obligation to indemnify Tenant from and against
any claims directly resulting from Tenant’s negligence or intentional
misconduct.





17.           Tenant’s Right of First
Refusal.  Landlord hereby gives and grants to Tenant during the
Term of this Lease, including any extensions, the right of first refusal to
purchase the Premises as provided in this Section.  Should Landlord
receive or secure from any third party a bona fide purchase offer for
the Premises acceptable to Landlord, Landlord shall, within ten (10) days
following receipt of such offer, transmit a true copy of such offer to
Tenant.  Tenant shall then have twenty (20) days following receipt of
such offer (i) to notify Landlord, in writing, that Tenant elects to purchase
the Premises upon the same terms and conditions as contained in said third-party
offer; and (ii) to provide to Landlord a written loan commitment from a lender
(the “Commitment”) and/or a standby letter of credit (the “LOC”), which
Commitment and/or LOC evidence the ability of Tenant to provide cash and/or
financing at closing for the purchase price of the Premises as contemplated in
such third-party offer.  Tenant shall close on the purchase of the
Premises within sixty (60) days after the date Tenant elects to purchase the
Premises, on the same terms as set forth in such third-party offer or as may
otherwise be negotiated between Landlord and Tenant.


15


18.           Damage.  Tenant agrees
to give Landlord notice of any damage to the Premises as soon as reasonably
practicable.In
the event the Premises are damaged by fire or other casualty, but are not
rendered untenantable for Tenant's business, either in whole or in part, Tenant
shall cause such damage to be repaired without unreasonable delay (and Landlord
shall promptly disburse any insurance proceeds received in connection with such
damage to Tenant as needed to fund any repairs to be made by Tenant hereunder)
and the Rent shall not be abated.  In the event the Premises are
rendered untenantable for Tenant's business by reason of such casualty, either
in whole or in part, Tenant shall cause the damage to be repaired or replaced
without unreasonable delay (and Landlord shall promptly disburse any insurance
proceeds received in connection with such damage to Tenant as needed to fund any
repairs to be made by Tenant hereunder), and, in the interim, the Rent shall be
proportionately reduced as to such portion of the Premises as is rendered
untenantable.  Any such abatement of rent shall not, however, create
an extension of the Term of this Lease.  Provided, however, in the
event the Premises are rendered untenantable in some material portion by reason
of such casualty, and the amount of time required to repair the damage using due
diligence is in excess of one hundred eighty (180) days, then either party shall
have the right to terminate this Lease by giving written notice of termination
within sixty (60) days after the date of casualty, and the Rent shall abate as
of the date of such casualty in proportion to the part of the Premises rendered
untenantable.





19.           Condemnation.  If
the Premises or any part thereof shall be taken by any governmental authority by
exercise of the right of condemnation or eminent domain, this Lease may be
terminated by either party only in the event that the taking precludes Tenant
from continuing to conduct its business on the Premises.  Notice of
any such termination must be given within ninety (90) days after such taking is
completed.  Otherwise, this Lease shall continue in full force and
effect, and the rent shall be proportionately and equitably
reduced.  Landlord shall be entitled to receive all awards and
compensation that may be made in respect of such taking relating to the Premises
and improvements and this Lease; and Tenant shall not be
entitled to any part of any award or payment to be received by Landlord for such
taking except for the unamortized value of any leasehold improvements installed
and paid for by Tenant and Tenant’s moving costs.Tenant shall
be entitled to seek and receive any award or other compensation (if separately assessed or
awarded)that may be payable by the condemner directly to Tenant; but only to the
extent that any such award or compensation would not reduce the award or
compensation otherwise due and payable to Landlord.  Subject to the
immediately preceding two sentences, Tenant hereby assigns and transfers to
Landlord any and all rights to awards and compensation that would otherwise be
made to Tenant as a result of any condemnation or taking of the
Premises.  Except for the foregoing, in no event shall Tenant have any claim or
rights as against Landlord for the value of any unexpired term of this Lease,
for damages to its personal property, or for relocation costs, or to any
proceeds received by Landlord as a result of anycondemnation or taking
of the Premises.





20.           Assignment.  This
Lease may not be assigned by Tenant, nor may the Premises be subleased by
Tenant, without the prior written consent of the Landlord, which consent may not
be unreasonably withheld.  However, in the event of any such approved
assignment or sublease, Tenant shall remain jointly and severally liable with
its assignee or sublessee (as applicable) for any and all obligations otherwise
owing of Tenant under this Lease.  Landlord shall be entitled at any
time to assign its interest in this Lease, including without limitation in
connection with any conveyance or encumbrance of the Premises.


16




21.           Subordination.  This
Lease and all rights hereunder shall be, become and remain subordinate to the
lien of any mortgage, deed of trust or other encumbrance, now or hereafter
imposed upon all or any part of the Premises, securing any loan or lender to
Landlord, and Tenant shall promptly execute and deliver to Landlord and any
lender of Landlord any instruments reasonably requested by either with respect
to such subordination, including but not limited to any financial statements of
Tenant as may be reasonably requested by Landlord or any such
lender.





22.           Estoppel
Certificate.  Within ten (10) days after written request
therefor by Landlord or any mortgagee or beneficiary under a deed of trust
covering the Premises, or if, upon any contract of sale, sale, assignment or
other transfer of the Premises by Landlord, an estoppel certificate shall be
requested of the Tenant, Tenant shall execute and deliver in recordable form a
statement to any mortgagee, beneficiary or other transferee, or to Landlord,
certifying any facts that are then true with respect to this Lease, including
without limitation, if true, that this Lease is in full force and effect, that
Tenant has accepted and is presently occupying said payments, that Tenant has
commenced the payment of rent, that said payments are current, that no default
exists under the terms and provisions of said Lease, and that there are no
defenses or offsets to the Lease claim by Tenant.





23.           Quiet
Possession.  The Landlord covenants and agrees that Tenant,
upon paying the rent as herein reserved and performing all the covenants and
agreements herein contained on the part of the Tenant, may quietly and peaceably
have, hold and enjoy the Premises, subject to the terms of this
Lease.





24.           Tenant Default and
Remedies.  In addition to and not in limitation of all other
remedies available to Landlord, if the Tenant fails to perform or observe any of
the covenants contained herein on its part to be observed and performed within
ten (10) days after notice from Landlord upon any monetary default, or within
thirty (30) days after notice from Landlord upon any nonmonetary default,
then Landlord shall have the duty to use reasonable efforts to mitigate damages
and shall have the option to pursue any one of the following
remedies:


17


(a) Terminate
this Lease, in which event Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which it may have for possession, by legal process, enter upon and
take possession and expel or remove Tenant and any other person who may be
occupying said Premises or any part thereof.  In the event of
termination, Landlord may declare due and payable (x) the remaining rent due
under this Lease less (y) the current market rent available to the Landlord,
expressly factoring in any foreseeable time delay for re-letting the Premises as
determined by a Qualified Real Estate Appraiser (as defined in Section 5(d)
above), but both (x) and (y) shall be discounted to present value using a
discount rate of the then prime rate of Bank of America, N.A.; or





(b) Enter
upon and take possession of the Premises and remove Tenant and any other person
who may be occupying the Premises or any part thereof, without terminating this
Lease, in which event Landlord shall use Landlord's best efforts to relet the
Premises on such terms as Landlord shall deem advisable and Landlord shall
receive the rent thereof. Tenant hereby agrees to pay Landlord's unamortized
costs for leasing commissions for this Lease but not Landlord’s costs to relet
the Premises since such costs are a normal cost of doing business and will be
amortized over the term of the new lease. Landlord shall apply the rent received
first to the Landlord's then unamortized leasing commissions costs for this
Lease, and secondly to any rent due Landlord from Tenant.  Tenant
agrees to pay to Landlord on demand any deficiency in rent that may
arise.  Notwithstanding any such reletting without termination,
Landlord may, at any time thereafter elect to terminate this Lease for a
previous uncured event of default. In addition, Landlord shall be entitled to
recover from Tenant all reasonable attorneys’ fees, court costs and other
expenses incurred in connection with any default of Tenant.





Forbearance
by Landlord to enforce one or more of the remedies herein provided upon an event
of default shall not be deemed or construed to constitute a waiver of any such
violation or default.





24A. Landlord Default and
Remedies.   Landlord shall be deemed to be in default
under this Lease if Landlord shall fail to comply with any term, provision, or
covenant of this Lease and (i) shall not cure such default within thirty (30)
days after notice thereof from Tenant, or (ii) in the event such failure cannot
reasonably be cured within thirty (30) days, if Landlord fails to commence cure
within thirty (30) days and pursue to a diligent conclusion, or (iii) if the
default shall fundamentally interfere with Tenant’s use or occupancy of the
Premises or from carrying on business at the Premises if Landlord shall not cure
such default within forty-eight (48) hours after either oral or written notice
from Tenant.  In the event the Landlord is in default under this
Lease, Tenant may, at its option cure Landlord's default without relieving the
Landlord from any liability or responsibility or waiving any of Tenant's rights
under this Lease.  If upon the completion of Tenant's cure of
Landlord's default the cost of such cure is not reimbursed by the Landlord to
Tenant within ten (10) business days of receipt of written invoice from Tenant
to Landlord and the validity of the necessity of such cure is approved by
Landlord, Tenant may deduct the cost of such cure from any rent or other
payments owed under this Lease.  Forbearance by Tenant to enforce the
remedy herein provided upon an event of default shall not be deemed or construed
to constitute a waiver of any such violation or default.


18




25.           Insolvency
Proceedings.  If at any time proceedings in bankruptcy, or
pursuant to any other act for the relief of debtors, shall be instituted by or
against Tenant, or if Tenant shall compound Tenant’s debts or assign over
Tenant’s estate or effects for payment thereof, or if any execution shall issue
against the Tenant or any of Tenant’s effects whatsoever, or if a receiver or
trustee shall be appointed of the Tenant’s property, or if this Lease shall by
operation of law, devolve upon or pass to any person or persons other than the
Tenant, then and in any of such cases, the Landlord may terminate this Lease
immediately and without advance notice, by notifying Tenant as herein
provided.  Upon such termination all sums due and payable or to become
due and payable by Tenant shall at once become due and payable in accordance
with the terms of this Lease (subject to the clause (a) of Section 24
above).





26.           Liens.Tenant
shall prevent the filing of and will promptly discharge any mechanics’ or other
liens against the Premises or any part of the income therefrom due to its
activities, and Tenant will not suffer any other matter whereby the estate of
Landlord in any part of the Premises might be impaired.  If any such
lien shall at any time be filed, Tenant shall either cause the same to be
discharged of record within thirty (30) days after the date of filing or,
if in Tenant’s discretion and in good faith, it determines that such lien should
be contested, shall furnish such bond or security as required by Landlord to
prevent any perfection and foreclosure while being contested at the expense of
Tenant.  If Tenant shall fail to discharge such lien within such
period or fail to furnish such security, then, in addition to any other right or
remedy of Landlord resulting from Tenant’s said default, Landlord may pay and
discharge the same, in which event Tenant shall repay to Landlord, as additional
rent, on demand, all such sums disbursed by Landlord, including all of
Landlord’s costs, expenses and reasonable attorney’s fees.


19


27.           Notices.  All
notices, requests and other communications hereunder shall be in writing and
shall be deemed to have been duly given: (a) when personally delivered; (b) when
sent by telefax to a party at the number listed below for such party, with the
sender being able to provide written confirmation of successfully completed
transmission (provided that if sent after 5:00 p.m. on a business day, or if not
sent on a business day, then same shall be deemed given at 9:00 a.m. on the next
business day); (c) one (1) business day after the day on which the same has been
delivered prepaid to a national overnight courier service for overnight delivery
with all fees prepaid; or (d) three (3) business days after the deposit in the
United States mail, registered or certified, return receipt requested, postage
prepaid (with a copy sent by regular United States mail, postage prepaid); in
each case


addressed
to the party to whom such notice is to be given at the following address for
such party:





LANDLORD:
            Fat Boy Trading Companyc/o Carolina Pad9144 Arrowpoint Blvd., Suite 200Charlotte, NC 28273Facsimile: 704-588-1123Attn: Joseph HallTENANT:
            SCR-Tech,
      LLC11701
      Mt. Holly RoadCharlotte,
      NC 28214Facsimile:
      704-827-8935Attn:
      General Counsel





Any party
may change the address to which notices to it are to be sent by giving the
notice of such change to the other parties in accordance with this
Section.





28.           Severability.  If
any provision of this Lease is prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Lease.





29.           Nonwaiver.  The
failure of Landlord or Tenant to require compliance with, or Landlord’s or
Tenant’s waiver of any noncompliance of, any term or provision of this Lease
shall not be deemed to be a wavier of such term or provision, or of any
subsequent noncompliance or breach of the same or any other term or provision of
this Lease.  The acceptance of rent at any time under this Lease shall
not be deemed to be a waiver of any existing or previously occurring
noncompliance or breach of any term or condition of this Lease.





30.           Captions.  Captions
used in this Lease have been inserted for convenience and reference only and do
not define or limit the provisions hereof.


20





31.           Capitalized
Terms.  Capitalized terms not defined herein shall have the
meanings given to them in the respective documents to which their use in context
shall refer or apply.





32.           Governing
Law.  This Lease shall be construed and interpreted in
accordance with the internal laws of the State of North Carolina without giving
effect to the conflict of laws principles thereof.  Exclusive venue
for any dispute arising hereunder shall lie with the North Carolina State
Superior Court in Mecklenburg County, North Carolina.





33.           Attorney
Fees.  If either party shall institute any action against the
other arising under this Lease, the unsuccessful party in such action shall
reimburse and pay to the successful party the amount of reasonable attorneys’
fees and costs incurred by the successful party associated with said
action.





34.           Entire
Agreement.  This Lease constitutes the entire agreement of the
parties and may not be amended, supplemented or modified except by written
agreement duly executed by all parties hereto.





35.           Binding
Effect.  This Lease, as amended from time to time, shall be
binding upon and inure to the benefit of and be enforceable by the respective
heirs, successors and assigns of the parties.





36.           Execution
Counterparts.  This Lease may be executed in multiple
counterparts, which when so executed, each counterpart shall constitute an
original.





37.           Broker Commissions or
Fees.  Landlord is responsible for the prompt payment of any
and all broker commissions or fees associated with this Lease transaction.
Tenant and Landlord each represent that they have had no dealings with any
broker or agent in connection with this Lease other than CB Richard Ellis
representing Landlord and Southeast Commercial Real Estate representing Tenant,
and Landlord and Tenant agree to hold each other harmless from the claims of any
other broker or agent who alleges to have performed services on behalf of
Landlord or Tenant, respectively, in connection with this Lease.





38.           Force
Majeure.  Whenever a period of time is herein prescribed for
action to be taken by either Landlord or Tenant, neither shall be liable or
responsible for, and there shall be excluded from the computation of any such
period of time, any delays due to strikes, riots, Acts of God, war, terrorism,
criminal acts by third parties, or other causes which are beyond the control of
either party.  Notwithstanding the foregoing, Tenant shall be required
to pay rent during any such period of Force Majeure except as otherwise provided
in this Lease, provided that any time period set forth in the Lease that relates
to the abatement of Tenant’s payment of rent shall be computed during any such
period of Force Majeure.


21




39.           Signage.  Tenant
may, at Tenant’s sole cost and expense, affix Tenant’s signage and logo to the
monument located in front of the Building and the upper portion of the
administrative office area of the Building facing Steele Creek
Road.





40.           Contingency.  The
effectiveness of this Lease shall be contingent upon Tenant obtaining from the
Charlotte-Mecklenburg Utility Department (“CMUD”) a permit authorizing Tenant to
discharge waste water and sewage per Tenant’s needs and in accordance with the
details set forth in Tenant’s discharge application with CMUD and as that
application or permit may be changed from time to time.  In the event
Tenant does not receive such permit by December 15, 2009 (or such extended date
as is mutually agreed upon by Landlord and Tenant in writing), at no fault of
Tenant, then Tenant may terminate this Lease upon providing Landlord written
notice of same, and this Lease shall terminate.  In the event Tenant
so terminates this Lease, Tenant covenants and agrees that it shall diligently
complete, at its sole cost and expense, the upfit of any interior portion of the
Building which has been demolished by Tenant or in which upfit has been
commenced by Tenant.





41.           Zoning.  In
the event that Tenant shall desire to pursue rezoning of that portion of the
Premises zoned I-1 to I-2, Tenant shall be permitted to do so at its sole cost
and expense, and Landlord covenants and agrees to cooperate with Tenant in
obtaining such rezoning.





42.           Landlord’s
Equipment.  On a non-exclusive basis, Landlord hereby leases to
Tenant for the sum of One Dollar ($1.00) that certain JLG four wheel lift (the
“Lift”) during the Term, and Tenant shall maintain, repair and ensure the Lift
at its sole expense.  Tenant shall return the Lift to Landlord in as
good condition as it was in on commencement of this Lease, ordinary wear and
tear accepted.  Notwithstanding the foregoing, Landlord shall have use
of the Lift during the Term to effectuate any of Landlord’s duties under this
Lease.  Additionally, if at any time during the Term Landlord has need
to utilize the Lift away from the Premises for any purpose, Landlord shall be
entitled to remove the Lift from the Premises upon ten (10) days’ written notice
to Tenant for such period of time as Landlord deems necessary, in good faith, to
complete the task for which Landlord requires the Lift.  Landlord
shall return the Lift to the Premises as soon as practicable upon the completion
of said task.


22




[SIGNATURES
TO APPEAR ON FOLLOWING PAGE]





23




IN
WITNESS WHEREOF, the Landlord and Tenant have executed and sealed this
instrument as of the date first above written.





LANDLORD:FAT
      BOY TRADING COMPANYBy:
            s/s Joseph HallJoseph
      Hall, President




TENANT:SCR-TECH,
      LLCBy:
            s/s William J. McMahonWilliam
      J. McMahon, President





This
Lease is signed by CPP International, LLC for the limited purposes of setting
forth its agreement and assent to the terms and intentions set forth in Section
3 above.





CPP
      INTERNATIONAL, LLCBy:
            /s/Clay Presley_____________,
      President




24


EXHIBIT
A





Property
Description





All that
certain tract or parcel of land lying the City of Charlotte, Mecklenburg County,
North Carolina, and being more particularly described as follows:





BEGINNING
at an iron pipe found at the intersection of the easterly right-of-way margin of
Steele Creek Road (currently a 60-foot public right-of-way) and the northerly
right-of-way margin of the 100' Norfolk-Southern Railway right-of-way; thence
running with the easterly right-of-way margin of Steele Creek Road, N 13-45-17 E
451.64 feet to an iron pin found; thence running within the right-of-way of
Steele Creek Road, the following two (2) courses and distances: (1) N 81-23-03 W
30.07 feet to a point located in the centerline of Steele Creek Road and (2)
with the centerline of Steele Creek Road, N 13-46-11 E 20.02 feet to a point;
thence crossing the right-of-way of Steele Creek Road, S 81-22-20 E 472.57 feet
to a point; thence with the arc of a circular curve to the right having a radius
of 745.88 feet, an arc distance of 112.24 feet (Chord Bearing = S 77-03-41 E
112.13 feet) to a point; thence S 72-45-00E 50.03 feet to a
point; thence with the arc of a circular curve to the left having a radius of
360.00 feet, an arc distance of 54.27 feet (Chord Bearing = S 77-17-15 E 54.22
feet) to an iron pin found (bent); thence S 08-38-27 W 450.21 feet to a railroad
spike found in the norther1y right-of-way margin of the 100' Norfolk-Southern
Railway right-of-way; thence running with the northerly right-of-way margin of
the 100' Norfolk-Southern Railway right-of-way, N 81-21-10 W 699.91 feet to an
iron pipe found at the intersection of the northerly right-of-way margin of the
100' Norfolk-Southern Railway right-of-way and the easterly right-of-way margin
of Steele Creek Road, the POINT AND PLACE OF BEGINNING, containing approximately
7.2928± acres, as shown on that certain plat of survey entitled “ALTA/ACSM Land
Title Survey/11707 Steele Creek Road," prepared by Andrew G. Zoutewelle, PLS,
dated October 27, 2003, and certified on October 30, 2003, reference to which is
hereby made for a more particular description.





EXHIBIT
B





CPPI
Portion


(see
attached)







EXHIBIT
C
 
 Table
1
 
 Immediate
Repair and Deferred Maintenance Expenditures
 
 ITEM
                  
                  DETAIL1.  Repair
      cracks in exterior concrete
                  
                  Seal
      cracks from water infiltration and fix several areas of concrete; Landlord
      will repair any structural deficiencies in the concrete paved areas until
      August 31, 2014 in the event of any collapse or sink hole (Tenant is
      responsible for everyday wear and tear)2.  Repair
      damaged asphalt3.  Refresh
      gravel paving
                  
                  North
      side of building4.  Paint
      exterior walls5.  Repair
      roof6.  Landscape
      drainage areas7.  Remove
      some damaged interior warehouse walls
                  
                  Replace
      damaged warehouse walls and repair office/warehouse firewall (but no work
      to be done on office walls)8.  Repair
      localized areas of floor slab
                  
                  Only
      in areas specified during previous inspections9.  Bring
      HVAC units up to standard condition
                  
                  Landlord
      will maintain the HVAC units at standard condition through a service
      contract until August 31, 2014, at which time they will become Tenant’s
      full responsibility10.
      Update parking spaces with code required and accessible spaces, signage
      and curb cuts