Geospatial Corporation S-1


Exhibit 10.1


 


LEASE AGREEMENT


 


This lease agreement entered into
on May 1st, 2006 between Mark A. Smith residing at 1001 Carlisle Street, Natrona Heights, PA 15065 (hereinafter
“Lessor”) and Geospatial Mapping Systems, Inc. a Delaware Corporation, having its principal place of business at 229
Howes Run Road, Sarver, PA 16055, (hereinafter “Lessee”).


 


DESCRIPTION
OF PREMISES


 


Lessor leases to lessee a two story
office located at 229 Howes Run Road, Sarver, PA Butler County, PA.


 


TERM


 


The term of this lease agreement
is 3 years, beginning on May 1st, 2006 and terminating on April 30th, 2009. Lessor may terminate
this lease at anytime by providing 90 days notice to Lessee.


 


RENT


 


The total rent under this agreement
is $234,000. Lessee shall pay Lessor the above specified amount in installments of $6,500 each month, beginning on May 1st,
2006, with succeeding payments due on the 1st of each month during the term of this agreement.


 


USE OF PREMISES


 


The premises are to be used for
the purposes of day to day business activities of Lessee. Lessee shall restrict it use to such purposes and shall not use or permit
the use of the premises for any other purpose without the prior, express and written consent of Lessor or Lessor’s authorized
agent.


 


WASTE, NUISANCE
OR UNLAWFUL ACTIVITY


 


Lessee shall not allow any waste
or nuisance on the demised premises or use or allow the premises to be used for any unlawful purpose.


 


UTILITIES/TAXES


 


Lessee shall arrange and pay for
all utilities and real estate taxes for the term of the lease agreement.


 


REPAIRS AND
MAINTENANCE


 


Lessee shall maintain the premises
and keep them in good repair at its expense.


  


ENTRY AND USE
OF THE PREMISES BY LESSOR


 


	a)	Lessor shall retain the right to use the premises in ways that do not directly interfere with the operations of Lessee.


 


	b)	Lessor reserves the right to enter the premises at any time and lessee shall permit Lessor to do so.


 






    	 



    	 



    

 


NON-LIABILITY
OF LESSOR FOR DAMAGES OR CLAIMS


 


Lessor shall be liable for liability
or damage claims for injury to persons or property from any and all causes relating to the use of the premises including those
arising out of damages or losses occurring on the areas adjacent to the premises during the term of this lease agreement. Lessee
shall indemnify Lessor from any and all liability, loss or other damage claims or obligations resulting from any injuries or losses
of any nature.


 


LIABILITY INSURANCE


 


Lessee shall procure and maintain
in force at its expense during the term of this lease agreement and any extension of such term, public liability insurance with
insurers approved by Lessor. Such coverage shall be adequate to protect against liability for damage claims through public use
of or arising out of accidents occurring in or around the premises, in a minimum amount of $1,000,000 for each person injured,
$2,000,000 for any one accident and $1,000,000 property damage. The insurance policies shall provide coverage for contingent liability
of Lessor on any claims or losses. Copies of the insurance policies shall be delivered to the Lessor. Lessee shall obtain a written
obligation from the insurers to notify Lessor in writing at least 30 days prior to cancellation or refusal to renew any policy.


 


ASSIGNMENT/SUBLEASE


 


Lessee shall not assign or sublease
the premises or any right or privilege connected with the premises, or allow any other person except agents or employees of Lessee
to occupy the premises or any part of the premises.


 


WAIVERS


 


Waiver by Lessor of any breach of
any covenant or duty of Lessee under this lease is not a waiver of a breach of any other covenant or duty of lessee, or of any
subsequent breach of the same covenant or duty.


 


GOVERNING LAW


 


It is agreed that this lease agreement
shall be governed by, construed and enforced in accordance with the laws of the State of Pennsylvania.


 


ENTIRE AGREEMENT


 


This lease agreement shall constitute
the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this lease
agreement shall not be binding upon either party except to the extent incorporated in this lease agreement.


  


MODIFICATION
OF AGREEMENT


 


Any modifications of this lease
agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if evidenced
in a writing signed by each party or an authorized representative of each party.


 


NOTICES


 


All notices, demands or other writings
that this lease agreement requires to be given, or which may be given, by either party to the other, shall be deemed to have been
fully given when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed as follows: 


	 	 
	To Lessor:	Mark A. Smith
	 	1001 Carlisle Street
 Natrona Heights, PA 15065
	 	 
	To Lessee:	Geospatial Mapping Systems, Inc.

229 Howes Run Road

Sarver, PA 16055



 






    	 



    	 



    

 


BINDING EFFECT


 


This lease agreement shall bind
and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties.


 


TIME IS OF THE
ESSENCE


 


It is specifically declared and
agreed that time is of the essence of this lease agreement.


 


In witness, each party to this lease
has caused it to be executed on the date indicated below.





	 	 	 	 	 
		 	 	 	
	Mark A. Smith

Lessor	 	 	 	Mark A. Smith, President

Geospatial Mapping Systems, Inc.
	 	 	 
	May 1, 2006	 	 	 	May 1, 2006
	Date	 	 	 	Date