Exhibit
10.4




LEASE
AGREEMENT





THIS LEASE made this 26th day of March,
2009, Mentor, Ohio by and between OSAIR, INC., an Ohio
Corporation, owner of The Match
Works, (hereinafter called "Landlord") and JOHN D.
OIL & GAS COMPANY(hereinafter called
"Tenant").





WITNESSETH, that Landlord
hereby leases to Tenant and Tenant hereby hires and takes from Landlord certain
premises, being Suite No. 345,
containing approximately 3,405 square feet of space of space in The Match Works,
at 8500 Station Street, Mentor, Ohio, 44060.  Said premises are
hereinafter sometimes referred to as the "Demised Premises."  Landlord
excepts and reserves hallways, stairways, shaftways, elevators and other common
areas and common facilities and the right to maintain, use, repair and replace
pipes, ducts, wires, meters and any other equipment, machinery, apparatus and
fixtures serving other parts of the said building, including such of them as may
occur above the finished ceiling of the Demised Premises or elsewhere within the
Demised Premises.





LEASE
TERM





1.  Landlord leases the
Demised Premises to Tenant and Tenant Leases and agrees to take possession of
the same from Landlord, for the term of three
(3) years, commencing on the 1st day of April 2009 and terminating on the
30th day of March, 2012.





RENT





2.  Tenant shall pay to
Landlord without demand, deduction or setoff, rent in the aggregate amount of
$2,000.00(Two Thousand dollars and zero
cents)per month, in advance on the first day of each month, for the
first year of the Lease Term.  Said rent shall include all utility
charges, except telephone.  Rent during each succeeding year of the
Lease Term shall likewise be due and payable on or before the first day of each
month in advance.  Rent for any partial month shall be prorated.





LANDLORD’S
WORK





3.  The Demised Premises
shall be let and leased by Landlord to Tenant in its present as is condition,
except for the improvement which are described in Exhibit “B” which is attached
hereto and incorporated herein by reference and which are collectively referred
to as “Landlord’s Work”. Landlord estimates completion of Landlord’s Work will
occur within four week of signing of Lease.





PAYMENT





4.  The rents reserved and
all additional and other charges payable by Tenant to Landlord hereunder, shall
be paid, in full, when due, in currently available United States funds without
deduction, set-off or abatement, to Landlord at The Match Works, 8500 Station
Street, Suite 100, Mentor, Ohio 44060.  Any such amount not paid when
due shall bear interest in favor of Landlord at the rate of ten percent (10%)
per annum for the date said amount becomes due until paid in full, not, however,
to the exclusion of any claim for damages or other remedy for breach or default
on the part of Tenant hereunder.  Any such amount payable with respect
to a period of time beginning prior to the commencement or ending after the
expiration of the term hereof shall be apportioned and prorated as of and to the
date of the commencement or expiration of the term, as appropriate, and shall be
paid accordingly.





1




PERMITTED
USE





5.  The Demised Premises may
be used only for the purpose of general office space all in accordance with
Landlord's Rules and Regulations, provided that in no event shall the Demised
Premises be used for the operation of a securities dealer, sales, brokerage or
investment banking business, without the Landlord’s advance written consent,
which Landlord may in its absolute discretion, withhold. Tenant specifically
acknowledges that the Demised Premises shall not be used for any use other than
those indigenous to Tenant’s anticipated use, unless approved by
Landlord.





POSSESSION





6.  The taking of possession
of the Demised Premises by the Tenant shall be conclusive evidence of his
acceptance thereof and approval of any and all construction, unless otherwise
agreed to in writing by Landlord and Tenant.





IMPROVEMENTS BY
TENANTS





7.  Tenant shall not make any
additions, improvements or modifications of the Demised Premises, including
decorations, without the written consent of Landlord, which shall not be
unreasonably withheld.  The improvements set forth in Exhibit "A, if any,
shall be constructed by Landlord at its sole expense.  All other
additions, improvements or modifications (hereinafter referred to as
"Improvements by Tenant") shall be constructed at Tenant's sole expense upon
approval by landlord.





Work will be commenced upon
Improvements by Tenant, if any, within fifteen (15) days after the


last to
occur to the following:  (1) Landlord's approval of plans and
specifications, or (2) Landlord's notice to Tenant that the Demised Premises are
ready for the commencement of Tenant's work.  Improvements by Tenant,
which shall include the removal by Tenant of any debris resulting from said
work, shall be completed within thirty (30) days, except for delays due to
casualties or other causes beyond Tenant's reasonable control, and Tenant shall
open the Demised Premises for the permitted uses upon such
completion.  In all events, the Lease Term shall commence upon the
earlier to occur of fourteen (14) business days after the work should be
commenced upon the Improvements by Tenant, except for such delays caused by
neglect or omission of Landlord, its agents and employees, or upon the date
specified in Section 1 hereof.





SECURITY
DEPOSIT





8. Tenant (has)(shall) deposit(ed) with
Landlord a Security Deposit in the amount of _____n/a_________ dollars and zero cents as
security for the punctual performance by Tenant of each and every obligation of
Tenant under this Lease.  In the event of any default by Tenant,
Landlord may apply or retain all or any part of such security to cure the
default or to reimburse Landlord for any sum, which Landlord may spend by reason
of the default.  In the case of every such application or retention,
Tenant shall, on demand, pay to Landlord the sum applied or retained which shall
be added to the Security Deposit so that the same shall be restored to its
original amount.  If at the end of the Lease Term Tenant shall not be
in default under this Lease, the Security Deposit, or any balance thereof, shall
be returned to Tenant, without interest.  Tenant shall look only to
Landlord, its successors or assigns for return of the Security
Deposit.





LANDLORD'S
COVENANTS





9.  Subject to Section 9 of
this Lease, Landlord covenants that it shall perform or furnish, or cause to be
performed or furnished, the following:




(a)  Such
heat and air conditioning to maintain the Demised Premises at comfortable
temperatures during the hours of the day between 8:00 a.m. and 6:00 p.m. Mondays
through Fridays inclusive, and 9:00 a.m. to 1:00 p.m. Saturdays (building
hours), all days observed by the New York Stock Exchange as legal holidays
excepted.





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(b)
Common rest rooms, as required by local applicable code.





(c) Hot
and cold water in reasonable amounts to the aforesaid common washrooms and to
the Demised Premises.





(d)
Adequate janitorial services to common areas and tenant offices.





(e)
Window washing service as reasonably required.





(f)
Reasonably adequate parking spaces on the grounds appurtenant to The Match Works
for the use in common, with the other Tenants of said building and their
employees and invitees.





1.           
(g) Adequate snow removal service for the aforementioned parking spaces and for
all approaches thereto.





(h)
During business hours, reasonable illumination for all parking areas and
footways appurtenant to The Match Works.





(i) A
Tenant directory in the lobby of the building.  Landlord will supply a
sign at the door to the Demised Premises, which will identify the suite number
and the identity of the Tenant.  Said signs shall be of uniform
appearance and design throughout the building, as determined by
Landlord.  Tenant will not place any sign, marking or designation on
the doorway to the Demised Premises, the building corridors, or on the windows
or on the exterior of the Demised Premises unless otherwise agreed in writing by
Landlord and Tenant.





TENANT'S
COVENANTS





10.           Tenant
covenants to and with Landlord as follows:




(a)
Except for damage by fire or other unavoidable casualty and reasonable use and
wear, Tenant shall keep the Demised Premises in as good order, repair and
condition as the same are at the commencement of the Lease Term, or may be put
in thereafter, and at the termination of the Lease Term, peaceably yield up and
surrender the Demised Premises and all additions thereto and permanent
installations therein in good order, repair and condition, first removing all
goods and effects, except those of Landlord, and making any repairs made
necessary by such removal, and leaving the Demised Premises clean and
tenantable.





(b)
Tenant covenants that it shall not injure, overload, deface or commit waste in
the Demised Premises or any part of The Match Works, shall not permit therein
any auction
sale; shall not permit the occurrence of any nuisance therein or the emission
therefrom of any objectionable noise, odor or effect; shall not use or permit
the use of the Demised Premises for any purpose other than the permitted uses as
herein specified; and shall not use or permit any use of the Demised Premises
which is improper, offensive, contrary to law or ordinance, or which is liable
to invalidate or increase the premium for any insurance on The Match Works or
its contents or which is liable to render necessary any alterations or additions
to the building.





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(c) 
Tenant covenants that it shall not obstruct in any manner any portion of the
building, or the approaches to said building, or any windows or
doors.





(d)
Tenant covenants that it shall conform to all reasonable rules and regulations
now or hereafter promulgated by Landlord ("Landlord's Rules and Regulations") or
applicable governmental authorities for the care and use of the building, its
facilities and approaches.





(e)
Tenant covenants that it shall keep the Demised Premises equipped with all
safety appliances and permits required by law or ordinance or any order or
regulation of any public authority or insurer because of the use made of the
Demised Premises by Tenant, and, if requested by Landlord, shall make all
repairs, alterations, replacements or additions so required in the Demised
Premises.





(f)
Tenant covenants that it shall save Landlord harmless and indemnified from any
injury, loss, claim or damage to any person or property while on or in said
Demised Premises and to any person or property anywhere occasioned by any
omission, neglect or default of Tenant or of employees, agents, contractors or
officers of Tenant.





(g)
Tenant covenants that, except for the negligence of Landlord, its agents and
employees, Landlord and Landlord's agents and employees shall not be liable for,
and Tenant waives all claims for, damage to person or property sustained by
Tenant or any person claiming through Tenant resulting from any accident or
occurrence in or upon the Demised Premises or the building of which they shall
be a part, or the land appurtenant thereto, including, but not limited to,
claims for damage resulting from: (1) any equipment or appurtenances becoming
out of repair; (2) injury done or occasioned by wind, rain or other force of
nature; (3) any defect in or failure of plumbing, heating or air conditioning
equipment, electric wiring or installation thereof, gas, water, compressed air
and steam pipes, stairs, porches, railing or walks; (4) broken glass; (5) the
backing up on any sewer pipe or downspout; (6) the bursting, leaking or running
of any tank, tub, washstand, water closet, waste pipe, drain or any other pipe
or tank in, upon or about such building or Demised Premises; (7) the escape of
steam, compressed air, natural gas or hot water; (8) water, snow or ice being
upon or coming through the roof, skylight, trapdoor, stairs, doorways, walks or
any other place upon or near such building or the Demised Premises or otherwise;
(9) falling of any fixture, plaster, tile or stucco; and (10) any act, omission
or negligence of co-tenants, licensees or of any other persons or occupants of
said building or of persons, occupants and/or owners of  adjoining or
contiguous property.  The foregoing shall not, however, be construed
to relieve Landlord of Landlord’s obligation to promptly take the steps
necessary to effect such repairs or to terminate such interruptions in
accordance with Landlord’s obligations set forth herein as promptly and
expeditiously as possible.




(h)
Tenant covenants that it shall permit the Landlord and the Landlord's agents to
enter and examine the Demised Premises at reasonable times and upon reasonable
advance notice except in cases of emergency and, if the Landlord shall so elect
to make any repairs or additions the Landlord may reasonable deem necessary and
at the Tenant's expense, to remove any alterations, additions, signs, antennas
or the like, not consented to by the Landlord in writing.





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(i)  Tenant
covenants that it shall pay the Landlord's expenses, excluding reasonable
attorney's fees incurred in enforcing any obligations of Tenant under this
Lease, which are not complied with.





(j)
Tenant covenants that it shall not knowingly permit any employee or visitor of
the Tenant to violate any covenant or obligation of the Tenant
hereunder.





(k)
Tenant covenants that, in case the Tenant takes possession of the Demised
Premises prior to the commencement of said term, it shall perform and observe
all of the Tenant's covenants from and after the date upon which the Tenant
takes possession.





(l)
Tenant covenants that it shall not assign this Lease or sublet any portion of
the Demised Premises or enter into a space-sharing agreement without prior
written consent of Landlord, such consent not to be unreasonably withheld, or
mortgage or hypothecate this lease or license the Demised Premises or any
portion thereof.  No operation of law, including merger or
consolidation, shall be effective to create an assignment or transfer without
the written consent of Landlord, which shall not be unreasonably
withheld.





(m)
Tenant covenants that it shall not make any alterations or additions in or to
the Demised Premises without the prior written consent of Landlord.





(n)
Tenant covenants that it shall not erect or paint on any sign or other
identification on any exterior window, any corridor or door to the exterior or
door to a corridor or other common area.





(o)
Tenant covenants that it shall not misuse or abuse the plumbing system in the
Demised Premises and shall be responsible for the cost of clearing discharge
lines of objects or other material causing stoppage thereof, if such stoppage
shall have been caused by Tenant or any of tenant's invitees, agents or
employees.





(p)
Tenant shall maintain, in responsible companies approved by Landlord, liability
insurance insuring Landlord and Tenant as their interest may appear against all
claims, demands or actions for injury to or death of any one person in an amount
of not less than One Hundred
Thousand Dollars
($100,000) arising from one occurrence, and for injury to and/or death of more
than one person arising from one occurrence in an amount of not less the Three Hundred Thousand
Dollars ($300,000.), and for damage to property in an amount of not less
than Fifty Thousand
Dollars ($50,000.), made by or on behalf of any person or persons, firm
or corporation, arising from, related to or connected with the conduct and
operation of Tenant's business in the Demised Premises.  Landlord may
require copies of said insurance policies to be filed with it.





(q)
Tenant shall supply all light bulbs and fluorescent lights for the Demised
Premises other than the initial light bulbs and fluorescent lights for the
fixtures installed by Landlord, which initial lighting shall be furnished by
Landlord at no expense to Tenant.





FORCE
MAJEURE





11.  Landlord shall not be
liable to anyone for the cessation of or interruption of any service, including
public utility services, rendered to Tenant pursuant to the Lease due to
accident, or due to the making of repairs, alterations or improvements, or due
to labor difficulties, or due to inability to obtain fuel, electricity, services
or supplies from the sources from which they are usually obtained for the Match
Works, or for any other reason whatsoever.  Any such interruption of
any of the above services shall never be deemed in eviction or disturbance of
the Tenant's use of the Demised Premises or any part thereof, or render the
Landlord liable to the Tenant for damage, or relieve the Tenant from performance
of the Tenant's obligations under this Lease.  Landlord, however,
shall promptly take the necessary steps to terminate such interruptions as
expeditiously as possible under the circumstances.





5


DISPLAY OF
PREMISES





12.  Tenant covenants and
agrees that, for the period of three months prior to the expiration of the term
of this lease; Landlord may show the Demised Premises and all parts thereof to
prospective tenants between the hours of 9:00 a.m. and 6:00 p.m. on any
day.





SUBORDINATION





13.  This Lease shall be
subject to and subordinate to any mortgages, easements or trust deeds that may
hereafter be placed upon The Match Works and/or the land thereunder and all
advances to be made under such mortgages or trust deeds and to the interest
thereon, and all renewals, extensions and consolidations
thereof.  Tenant covenants that it shall execute and deliver whatever
instruments may be required to acknowledge such subordination in recordable
form, and in the event Tenant fails to do so within ten (10) day after demand in
writing, Tenant does hereby make, constitute and irrevocable appoint Landlord as
its attorney in fact and in its name, place and stead so to
do.  Tenant acknowledges that said power of attorney is irrevocable
and coupled with an interest.  No easement created by Landlord shall
in any way
interfere with or disturb Tenants right of quiet enjoyment of the premises as
hereinafter set forth.





ESTOPPEL
CERTIFICATES





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





BROKERAGE





15.  Tenant warrants that it
has had no dealings with any broker or agent other than Landlord's
representative in connection with this Lease and covenants to pay, hold harmless
and indemnify Landlord from and against any and all cost, expense or liability
for any compensation, commissions and charges claimed by any broker or agent
other than Landlord's personnel with respect to this Lease or the negotiation
thereof.





POSSESSION





16.  If the Landlord shall be
unable to give possession of the Demised Premises on the date of the
commencement of the term hereof by reason of substantial incompletion of the
construction of the Demised Premises or the holding over of any tenant or
tenants or for any other reason beyond the control of the Landlord, then the
rent shall not commence until possession of the premises is given or is
available and the Tenant agrees to accept such allowance and abatement of rent
as liquidated damages in full satisfaction for the failure of the Landlord to
give possession of said premises on the commencement date and to the exclusion
of all claims and rights which the Tenant may otherwise have by reason of
possession of the Demised Premises not being given on the commencement date of
the term hereof.  No such failure to give possession on the date of
the commencement of the term shall in any event, extend or be deemed to extend,
the term of this Lease.  In the event that Tenant shall occupy the
Demised Premises or a portion thereof prior to the term of this Lease with the
Landlord's consent, all the provisions of this Lease shall be in full force and
effect as soon as the Tenant occupies the said premises, and rent shall be
charged on a per diem basis at the rates specified in Section 2. hereof for the
period prior to the commencement date of this Lease.





6


HOLDING
OVER





17.  Should the Tenant remain
in possession of said premises after the date of the expiration of this Lease
with or without the consent of the Landlord, then unless a new written lease
agreement shall have been entered into between the parties hereto, the Tenant
shall be a tenant from month-to-month, and such tenancy shall be otherwise
subject to all the covenants and conditions of this Lease, except that the rent
shall be at one hundred twenty-five percent (125%) of the monthly rate set forth
in this Lease, unless otherwise agreed upon.





UNTENANTABILITY





18.  If the Demised Premises
or the building in which they are located are made unfit for occupancy by the
elements, fire or other cause, the Landlord may elect to terminate this Lease as
of the time when the premises or building are made unfit for occupancy, by
notice to the Tenant within forty five (45) days after that
occurrence.  In the alternative, Landlord may elect to repair the
building or the premises at the Landlord's expense within ninety (90) days after
the Landlord is enabled to take possession of the damaged premises and undertake
reconstruction or repairs, in which event this Lease shall not terminate, but
rent shall be abated on a per diem basis, prorata, for the portion of the
Demised Premises rendered unfit for occupancy.  If the Landlord elects
to so repair, restore or rehabilitate the building or the premises and does not
substantially compete the work within said ninety (90) days period, excluding
from said period loss of time caused by the delay beyond the control of the
Landlord, then either party may terminate this Lease as of the time when the
premises or the building were made unfit for occupancy, by notice to the other
party not later than thirty (30) days after expiration of said ninety (90) day
period, as so computed.  In the event of termination of the Lease
pursuant to this section, rent, including any escalation thereof, shall be
apportioned on a per diem basis and shall be paid to the date of
termination.





Anything herein stated to the contrary
notwithstanding, in the event that the building in which the Demised Premises
are located shall be damaged in any way whatsoever, and the estimated cost of
repairing such damage shall exceed one-half (1/2) of the value of the building
at the time of the happening of such damage by reason of such damage, the
Landlord may decide to demolish said building and rebuild the same and, in such
event, the Landlord shall have the right to terminate this Lease by giving to
the Tenant thirty (30) days' written notice of such termination.





FIRE AND CASUALTY
INSURANCE





19.  Insofar as it is able to
do so without invalidating the fire and extended coverage insurance on the
Demised Premises, Landlord agrees to and does hereby waive all rights of
recovery and causes of action against Tenant, its employees, servants, agents
and all parties claiming through or under the Tenant for any damage to the
Demised Premises and the building in which they are located, caused by any of
the perils covered by fire and extended coverage insurance policies,
notwithstanding the fact that said damage to or destruction of said building and
the Demised Premises by fire or other casualty shall be due to the negligence of
Tenant.  If the premium paid by the Landlord for said fire and
extended coverage insurance during the term of this Lease are increased by
reason of the foregoing, then Tenant has the option to pay said
increase.  Tenant's failure to pay said increase in insurance
premiums, if any, after reasonable notice of Tenant, shall render the Landlord's
waiver, as contained in this section, null and void.





7


Tenant agrees to and does hereby waive
all rights of recovery and causes of action against the Landlord and all parties
claiming through or under the Landlord by reason of any fire and extended
coverage insurance policies, for any damage to the Demised Premises, leasehold
improvements or personal property contained therein, notwithstanding the fact
that said damage to or destruction of said Tenant's property by fire or other
casualty shall be due to the negligence of the Landlord.  Said waiver
by Tenant is and shall continue in full force and effect, irrespective of an
increase in Tenant's fire and extended coverage insurance.  Tenant
shall cause an appropriate rider to be affixed to his fire and extended coverage
insurance policies, whereby Tenant's insurer shall waive all rights of recovery
or causes of action against Landlord arising from the payment of any damage or
loss sustained by Tenant.





EMINENT
DOMAIN





20.  If the whole or any part
of the Demised Premises shall be condemned or taken for any public or quasi
public use or conveyed to a public authority or quasi public authority under
threat of condemnation and such taking and conveyance shall render the Demised
Premises untenantable, this Lease shall wholly expire on the date that title
shall vest in the condemning authority.  In no event whatsoever shall
Tenant have any claim against Landlord by reason of condemnation or taking or by
reason of a conveyance under threat of condemnation or by taking of the whole or
any part of the building or
parking areas or associated facilities.  Tenants shall not have any
claim to the amount or any portion thereof, which shall be awarded or paid to
Landlord as a result of any condemnation or taking.  Tenant hereby
irrevocably assigns to Landlord all Tenant's right, title and interest in and to
all amounts awarded or paid by reason of any condemnation or taking or any
conveyance under thereat thereof.





OPTION TO
RENEW





21.  Landlord hereby grants
to Tenant the option to renew this Lease for one (1) additional term of one (1)
year (Extended Term”) commencing upon the expiration of the original Lease
Term.  The Extended Term shall be subject to all of the covenants,
agreements, provisions, terms and conditions of this Lease, except that the
monthly rental shall be at a rate set forth in Section 2 hereof.





Written notice of the exercise of this
option shall be given by Tenant to Landlord by registered mail at least ninety
(90) days before the expiration of the original term of this Lease and provided
further that all rents have been fully paid and that all covenants, agreements,
provisions, terms and conditions of this Lease to be performed by Tenant have
been fully and faithfully performed, kept and observed.





Landlord, prior to leasing space on the
premises, shall offer this Tenant the second right; current tenant(s) having
first right, to lease or refuse said space.





LANDLORD'S
REMEDIES





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




(a)  If
any voluntary or involuntary petition or similar pleading under any Act of
Congress relating to bankruptcy shall be filed by or against Tenant or if any
voluntary or involuntary proceedings in any court or tribunal shall be
instituted by or against Tenant to declare Tenant insolvent or unable to pay
Tenant's debts, then and in any such event, Landlord may, if Landlord so elects,
with or without notice of such election and with or without entry or other
action by Landlord, forthwith terminate this Lease and, notwithstanding any
other provisions of this Lease,  Landlord shall forthwith upon
termination be entitled to recover damages in an amount equal to the then
present value of the rent reserved in this Lease for the entire residue of the
stated term hereof, less the fair rental value of the premises for the residue
of the stated term hereof.





8


(b) If
the Tenant is (i) in default in the payment of rent for ten (10) days, or is
(ii) in default of the prompt or full performance of any other provisions of
this Lease after thirty (30) days written notice sent to the Tenant by the
Landlord; or if the leasehold interest of the tenant be levied upon under
execution or be attached or if the Tenant makes an assignment for the benefit of
creditors, or if a receiver be appointed by or for the Tenant or if the Tenant
abandons the Demised Premises, then and in any such event, the Landlord may, if
the Landlord so elects, with or without notice of such election, except as
herein provided, with or without demand, forthwith terminate this Lease and the
Tenant's right to possession of the Demised Premises and retake possession of
the Demised Premises by self-help or other summary proceeding; provided,
however, that if the Landlord has notified the Tenant to cure non-monetary
defaults by thirty (30) days notice as above provided and the curing of such
defaults cannot be effected within said thirty (30) days period but have been
commenced during said thirty (30) day period, and provided that once begun the
Tenant proceeds without delay beyond his control to complete the necessary work
to cure said defaults, then the Landlord shall not exercise the rights otherwise
contained in this section.





(c) If
the Tenant abandons the Demised Premises or if the Landlord elects to terminate
the Tenant's right to possession only without terminating the Lease as above
provided, the Landlord may remove from the premises any and all property found
therein and such repossession shall not release the Tenant from Tenant's
obligation to pay the rent herein reserved.  After any such
repossession by Landlord without termination of the Lease, the Landlord may, but
need not, relate the Demised Premises or any part thereof as agent of the Tenant
to any person, firm or corporation and for
such time and upon such terms as the Landlord, in the Landlord's sole discretion
may determine; the Landlord may make repairs, alterations and additions in and
to the Demised Premises and redecorate the same to the extent deemed by the
Landlord reasonably necessary or desirable and the Tenant, upon demand in
writing, shall pay the cost thereof, together with the costs of such repairs,
alterations, additions, redecorating and expenses.  The Tenant shall
pay to the Landlord the amount of each monthly deficiency, upon demand in
writing, and if the rent so collected from any such re-letting is more than
sufficient to pay the full amount of the rent reserved herein, together with
such costs and expenses of Landlord, the Landlord at the end of the stated term
of this Lease shall account for any surplus to the Tenant, upon demand in
writing.





(d) Any
and all property which may be removed from the Demised Premises by the Landlord,
in accordance with the terms of this Lease, may be handled, removed, stored or
otherwise disposed of by the Landlord at the risk and expense of the Tenant; the
Landlord in no event shall be responsible for the preservation or safekeeping
of, or damage to, Tenant's property.





Tenant shall pay all expenses incurred
with such removal and all storage charges against such property.  If
any property shall remain upon the Demised Premises or in the possession of the
Landlord and shall not be retaken by the Tenant within a period of thirty (30)
days from and after the time when the Demised Premises are either abandoned by
the Tenant or repossessed by the Landlord under terms of this Lease, said
property shall conclusively be deemed to have been forever abandoned by the
Tenant.




9





QUIET
ENJOYMENT





23.  So long as the Tenant
pays the rent and all charges to be paid by the Tenant and performs and observes
all of the covenants and provisions herein, the Tenant shall quietly enjoy the
Demised Premises subject, however, to the terms of this Lease, to the underlying
leases, if any, leasehold mortgage and other mortgages herein mentioned and
provided for or any defaults thereunder.





WAIVER





24. No consent or waiver, express or
implied, by Landlord to or of any breach of any covenant, condition or duty of
Tenant shall be construed as a consent or waiver to or of any other breach of
the same or any other covenant, condition or duty to be observed by Tenant or
co-tenant.





NOTICE





25.  Any notice from Landlord
to Tenant or from Tenant to Landlord shall be deemed duly served if mailed by
United States mail, postage prepaid, addressed, to the Tenant as follows: JOHN D.
OIL & GAS COMPANY, 8500 Station Street, Suite 100,
Mentor, Ohio 44060, if to the Landlord at 8500 Station Street, Suite 100,
Mentor, Ohio 44060.  Notice shall be deemed given when
mailed.





SUCCESSORS AND
ASSIGNS





26.  This lease and the
covenants and conditions herein contained shall inure to the benefit of and be
binding upon Landlord, its successors and assigns, and shall be binding upon
Tenant, its successors and assigns, and shall inure to the benefits of Tenant
and only such assignees of Tenant to whom an assignment by Tenant has been
consented to in writing by Landlord.





ENTIRE
AGREEMENT





27.  This Lease contains the
entire agreement between the parties hereto; any agreement hereafter or
heretofore made shall not operate to change, modify, terminate or discharge this
Lease, in whole or in part, unless such agreement is in writing and signed by
each of the parties hereto.  Landlord has made no representations or
warranties with respect to the Demised Premises, except as herein expressly set
forth.





RECORDING





28.  Tenant agrees not to
record this Lease.  At the request of either party, a memorandum form
of this Lease will be prepared in the form approved by Landlord, executed and
filed with the Recorder of Lake County, Ohio.  The party requesting
the memorandum form shall pay the cost of recording.





TERMS





29.  Whenever herein the
singular number is used, the same shall include the plural; and the neuter
gender shall include the masculine and feminine genders.





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This Lease Agreement is executed as of
the date and at the place first above written.




Signed
      and Acknowledged in the
                Presence
      of:
              
              LANDLORD:
                OSAIR,
      INC.BY:_
              /s/
      Thomas J. Smith(Signature
      of Witness)ITS:_
              Manager(Printed
      Name of Witness)(Signature
      of Witness)(Printed
      Name of Witness)


TENANT:
                  JOHN
      D. OIL & GAS COMPANYBY:_
                /s/
      Gregory J. Osborne(Signature
      of Witness)ITS:_
                President(Printed
      Name of Witness)BY:(Signature
      of Witness)ITS:(Printed
      Name of Witness)
  11