Exhibit 10.3


    
      

      

    

    
      EXHIBIT
        10.3

      Version
        31 Jan 2006



    COMMERCIAL
      SPACE LEASE

     

    1.    Parties.
      This
      lease dated February 1, 2006 is made by and between, LAMONICA
      PROPERTIES,
      a
      partnership (herein called “LANDLORD”) and  
      CHAPEAU, INC.dba
      BLUEPOINT ENERGY, INC.
      (herein
      called “TENANT”).

    Said
      Lease is subject to the terms, covenants, and conditions herein set forth and
      the TENANT covenants as a material part of the consideration for this Lease
      to
      keep and perform each and all of said terms, covenants, and conditions by it
      to
      be kept and performed and that this Lease is made upon the conditions of said
      performance.

    2.    Premises.
      LANDLORD does hereby lease to TENANT and TENANT hereby leases from LANDLORD,
      that certain space as set forth in Exhibit “C”, attached hereto and by this
      reference incorporated herein, including equipment located therein, (herein
      called “PREMISES”), said PREMISES having an area of approximately 45,028
      square
      feet.

    3.    Term.
      The
      term of this Lease shall be for THREE (3) YEARS commencing on the 1st
      day of
      February,
      2006,
      and
      ending on the 31st day
      of
      January,
      2009.

    Provided
      that TENANT is in compliance with the terms of this Lease, TENANT shall have
      an
      option to extend this Lease upon the same terms, save and except for rent,
      for
      an additional term of TWO (2) years, such option to be exercised in writing
      by
      TENANT not later than Sixty (60) days prior to expiration of the original
      term.

    4.    Rent.
      TENANT
      agrees to pay to LANDLORD as rental for the PREMISES: 

    (a)
      the
      sum of Eighteen Thousand One Hundred Eighty-six and 00/100 Dollars ($18,186.00)
      per month for months ONE through TWELVE of the term hereof;

    


    
      
        
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    (b)
      the
      sum of Eighteen Thousand Seven Hundred Thirty-one and 00/100 Dollars
      ($18,731.00) per month for months THIRTEEN through TWENY-FOUR of the term
      hereof;

    (c)
      the
      sum of Nineteen Thousand Two Hundred Ninety-three and 00/100 Dollars
      ($19,293.00) per month for months TWENTY-FIVE through THIRTY-SIX of the term
      hereof.

    Rent
      shall be due on or before the first day of the first full calendar month of
      the
      term hereof and a like sum on or before the first day of each and every
      successive calendar month thereafter during any term hereof. Rent for any period
      during the term hereof which is for less than one (1) month shall be prorated,
      based upon a thirty (30) day month. Said rental amount shall be paid to
      LANDLORD, without deduction or off set, to such person as LANDLORD may, from
      time to time, designate in writing.

    The
      rental amounts set forth herein include any real property taxes and assessments
      assessed and levied against the PREMISES and LANDLORD’S insurance premiums upon
      the PREMISES for fire and extended coverage at rates in force at the beginning
      of the lease. If the rates of either or both of the property taxes and
      LANDLORD’S insurance premiums increase faster than the base rate of escalation
      of rents stated above, the portion of the increased costs exceeding the base
      rate shall be apportioned to TENANT. Apportionment shall reflect building space
      occupied by TENANT relative to total building area subject to property tax
      and/or insurance premiums. TENANT'S share of the excess costs shall be paid
      in
      equal monthly payments at the same time as rent payments.

    


    
      
        
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    5.    Security
      Deposit.
      TENANT
      will deposit with LANDLORD the sum of ($19,293.00) to be held as security for
      the faithful performance by TENANT of all the terms, covenants, and conditions
      of this Lease to be kept and performed by TENANT during any term hereof. If
      TENANT defaults with respect to any provision of this Lease including, but
      not
      limited to the provisions relating to the payment of rent, LANDLORD may (but
      shall not be required to) use apply, or retain all or any part of this security
      deposit for the payment of any rent or any other sum in default, or for the
      payment of any amounts which LANDLORD may spend or become obligated to spend
      by
      reason of TENANT’S default, or to compensate LANDLORD for any other loss or
      damage which LANDLORD may suffer by reason of TNENAT’S default. If any portion
      of said deposit is so used for applied, TENANT shall, within five (5) days
      after
      written demand therefor, deposit cash with LANDLORD in an amount sufficient
      to
      restore the security deposit to its original amount. LANDLORD shall not be
      required to keep this security deposit separate from its general funds and
      TENANT shall not be entitled to interest on such deposit. If TENANT shall fully
      and faithfully perform every provision of this Lease to be performed by it,
      the
      security deposit, or any balance thereof, shall be returned to TENANT at the
      expiration of the Lease.

    


    6.    Use.
      TENANT
      shall use the PREMISES
      for
      Production
      of Co-generation Equipment and Stamped Metal Products
      Purposes
      and shall not use or permit the PREMISES to be used for any other purpose
      without the prior written consent of LANDLORD.

    TENANT
      shall not do or permit anything to be done in or about the PREMISES nor bring
      or
      keep anything therein which will in any way increase the existing rate of or
      affect any fire or other insurance upon the PREMISES, the building complex,
      or
      any of its contents, or cause cancellation of any insurance policy covering
      said
      Complex or any part thereof, or any of its contents.

    TENANT
      shall not keep, maintain, place, or store any article of any nature,
      particularly refuse or garbage, in or about the exterior of the
      PREMISES.

    TENANT
      shall not do or permit anything to be done in or about the PREMISES which will,
      in any way, obstruct or interfere with the rights of other tenants or occupants
      of the Complex or injury or annoy them or use or allow the PREMISES to be used
      for any improper, immoral, unlawful, or objectionable purpose, nor shall TENANT
      cause, maintain, or permit any nuisance in, or, or about the PREMISES. TENANT
      shall not commit or suffer to be committed any waste in or upon the
      PREMISES.

    


    
      
        
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    TENANT
      shall not use the PREMISES or permit anything to be done in or about the
      PREMISES which will, in any way, conflict with any law, statute, ordinance,
      or
      governmental rule or regulation now in force or which may hereafter be enacted
      or promulgated.

    In
      the
      event that TENANT shall do or permit anything to be done in violation of these
      usage provisions, LANDLORD shall have, in addition to all other remedies, the
      right, but not the duty, to take reasonable steps to enforce compliance
      therewith and, should LANDLORD incur any cost or damages as a result of such
      violation, TENANT shall immediately pay the same to LANDLORD.

    7.    Improvements,
      Alterations and Additions.
      TENANT
      shall not make any alterations, additions, or improvements to or of the PREMISES
      or any part thereof without the written consent of LANDLORD first had and
      obtained: and any alterations, additions or improvements to or of said PREMISES,
      excepting movable furniture and trade fixtures, shall on the expiration of
      the
      term, become a part of the realty and belong to the LANDLORD and shall be
      surrendered with the PREMISES. In the event LANDLORD consents to the making
      of
      any alterations, additions, or improvements to the PREMISES by TENANT, the
      same
      shall be made by TENANT at TENANT’S sole cost and expense, and any contract or
      person selected by TENANT to make the same must first be approved of, in
      writing, by the LANDLORD.

    TENANT
      has requested that LANDLORD provide additional office space in 20 Industrial
      Parkway. Within 90 days of the effective date of this lease, LANDLORD will
      present a plan and cost estimate for the additional office space based on
      LANDLORD’S understanding of TENANT'S requirements. Upon written approval of the
      plan by TENANT and issuance of a building permit for the improvements, LANDLORD
      will cause construction of the additional office space in accordance with the
      plan. Prior to construction, LANDLORD and TENANT will amend this lease to adjust
      the rent to recover the costs of construction and financing over the remaining
      initial term of the lease. Any additional costs due to changes requested by
      TENANT after written approval of the plan will be the financial responsibility
      of TENANT. Such additional costs will be payable when incurred. After completion
      of this planned construction, TENANT will be responsible for any other
      improvements or additions and will be governed by the requirements of this
      section.  

    


    
      
        
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    TENANT
      accepts the PREMISES in “as is” condition including alterations, additions,
      improvements, and pre-existing damage made or accepted by the previous tenant
      and assumes all responsibility and expense for removal and repair as required
      by
      LANDLORD .
      Upon
      the expiration or sooner termination of the term hereof, TENANT shall, upon
      written demand by LANDLORD, given at least thirty (30) days prior to the end
      of
      the term, at TENANT’S sole cost and expense, forthwith remove any such
      alterations, additions, or improvements designated by LANDLORD and repair any
      damage to the PREMISES caused by such removal.

    8.    Condition
      of Premises and Repairs.
      By
      taking possession of the PREMISES, TENANT shall be deemed to have accepted
      the
      PREMISES as being in good, sanitary order, condition, and repair. TENANT shall,
      at TENANT’S sole cost and expense during any term hereof, keep the PREMISES and
      every part thereof including but not limited to all entry and loading doors
      and
      interior doors and windows, in good condition and repair, ordinary wear and
      tear
      excepted.

    Except
      as
      specifically provided herein, LANDLORD shall have no obligation whatsoever
      to
      alter, remodel, improve, repair, decorate, or paint the PREMISES or any part
      thereof; and the parties hereto affirm that LANDLORD has made no representations
      to TENANT respecting the condition of the PREMISES or the building complex
      except as specifically herein set forth.

    


    
      
        
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    LANDLORD
      shall repair and maintain the structural portions and exterior walls of the
      Building Complex and PREMISES (except doors and windows therein). TENANT shall
      maintain and repair any basic plumbing, air conditioning, heating, and
      electrical systems installed or furnished by LANDLORD. LANDLORD shall not be
      liable for any failure to make any such repairs or to perform any maintenance
      unless such failure shall persist for an unreasonable time after written notice
      of the need of such repairs or maintenance is given to LANDLORD by TENANT.
      Except as provided herein, there shall be no abatement of rent and no liability
      of LANDLORD by reason of any injury to or interference with TENANT’S business
      arising from the making or any repairs, alterations, or improvements in or
      to
      any portion of the Building Complex or the PREMISES or in or to fixtures,
      appurtenances, and equipment therein.

    9.    Liens.
      TENANT
      shall keep the PREMISES and the property in which the PREMISES are situated
      free
      from any liens arising out of any work performed, materials furnished, or
      obligations incurred by TENANT. LANDLORD may require, at LANDLORD’S sole option,
      that TENANT shall provide to LANDLORD, at TENANT’S sole cost and expense, a lien
      and completion bond in an amount equal to one and one-half (1 1⁄2) times any and
      all estimated cost of any improvements, additions, or alterations in the
      PREMISES, to insure LANDLORD against any liability for mechanic’s and material
      men’s liens and to insure completion of the work.

    10.    Assignment
      and Subletting.
      TENANT
      shall not either voluntarily or by operation of law, assign, transfer, mortgage,
      pledge, hypothecate, or encumber this Lease or any interest therein, and shall
      not sublet the said PREMISES or any part thereof, or any right or privilege
      appurtenant thereto , or suffer any other person (the employees, agents,
      servants, and invitees of TENANT excepted) to occupy or use the said PREMISES,
      or any portion thereof, without the written consent of LANDLORD first had and
      obtained.

    


    
      
        
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    11. 
        Hold
      Harmless.
      TENANT
      shall indemnify and hold harmless LANDLORD against and from any and all claims
      arising from TENANT’S use of the PREMISES or the conduct of its business or from
      any activity, work, or other thing done, permitted or suffered by the TENANT
      in
      or about the PREMISES or Building Complex and shall further indemnify ad hold
      harmless LANDLORD against and from any and all claims arising from any breach
      or
      default in the performance of any obligation on TENANT’S part to be performed
      under the terms of this Lease, or arising from any act or negligence of the
      TENANT, or any officer, agent, employee, guest, or invitee of TENANT, and from
      all and against all cost, attorney’s fees, expenses, and liabilities incurred in
      or about any such claim or any action or proceeding brought thereon, and in
      case
      any action or proceeding be brought against LANDLORD by reason of any such
      claim, TENANT, upon notice from LANDLORD, shall defend the same at TENANT’S
      expense by counsel reasonably satisfactory to LANDLORD. TENANT, as a material
      part of the consideration to LANDLORD, hereby assumes all risk of and waives
      all
      claims in respect of damage to property or injury to persons, in, upon, or
      about
      the PREMISES and Building Complex from any cause other than LANDLORD’S
      negligence.

    LANDLORD
      or its agent shall not be liable for any damage to property entrusted to
      employees of LANDLORD nor for loss or damage to TENANT’S property by theft or
      otherwise, nor for any injury to or damage to persons or property resulting
      from
      fire, explosions, falling plaster, gas, electricity, water, or rain which may
      leak from any part of the Building Complex or from the pipes, appliances, or
      plumbing works therein or from the roof, street, or subsurface or from any
      other
      place, resulting from dampness or any other cause whatsoever, unless caused
      by
      or due to the negligence or LANDLORD, its agents, servants, or employees.
      LANDLORD or its agent shall not be liable for interference with the light or
      other incorporeal hereditaments, loss of business by TENANT, nor shall LANDLORD
      be liable for any latent defect in the PREMISES or in the building. TENANT
      shall
      give prompt notice to LANDLORD in case of fire or accident in the PREMISES
      or in
      the Building Complex or of defects therein or in the fixtures or
      equipment.

    


    
      
        
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    12. 
        Subrogation.
      As long
      as their respective insurers so permit, LANDLORD and TENANT hereby mutually
      waive their respective rights of recovery against each other for any loss
      insured by fire, extended coverage and other property insurance policies
      existing for the benefit or the respective parties. Each party shall obtain
      any
      special endorsement, if required, by their insurer to evidence compliance with
      the aforementioned waiver.

    13. 
        Insurance.
      TENANT
      shall, at TENANT’S expense, obtain and keep in force during any term of this
      Lease a policy of comprehensive public liability insurance in amounts or ONE
      MILLION DOLLARS ($1,000,000.00), insuring LADLORD and TENANT against any
      liability arising out of the ownership, use, occupancy, or maintenance of the
      PREMISES and all areas appurtenant thereto and the use of motor vehicles in
      connection therewith by TENANT, its officers, agents, employees, and invitees.
      The limit of said insurance shall not, however, limit the liability of the
      TENANT hereunder. Further, TENANT shall maintain comprehensive, extended
      coverage insurance upon its property upon the PREMISES. TENANT shall deliver
      to
      LANDLORD prior to occupancy of the PREMISES, copies of policies of insurance
      required herein or certificates evidencing the existence and amounts of such
      insurance with loss payable clauses satisfactory to LANDLORD. No policy shall
      be
      cancel able or subject to reduction of coverage except after ten (10) days
      prior
      written notice to LANDLORD.

    14. 
        Utilities.
      LANDLORD shall furnish to TENANT at the PREMISES reasonable water and sewer
      service without any charge. TENANT shall pay all charges for any or its other
      utility services including trash removal.

    15.
          Rules
      and Regulations.
      TENANT
      shall faithfully observe and comply with the rules and regulations that LANDLORD
      shall, from time to time, promulgate. LANDLORD reserves the right, from time
      to
      time, to make all reasonable modifications to said rules. The additions and
      modifications to those rules shall be binding upon LANDLORD delivering of a
      copy
      of them to TENANT. LANDLORD shall not be responsible to TENANT for the
      nonperformance of any of said rules by any other tenants or
      occupants.

    


    
      
        
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    16. 
        Entry
      by Landlord.
      LANDLORD reserves and shall at any and all times have the right to enter the
      PREMISES, inspect the same, supply any service to be provided by LANDLORD to
      TENANT hereunder, to submit said PREMISES to prospective purchasers or tenants,
      to post notice of non-responsibility, and to alter, improve, or repair the
      PREMISES and any portion of the Building Complex of which the PREMISES are
      a
      part that LANDLORD may deem necessary or desirable, without abatement of rent,
      and may for that purpose erect scaffolding and other necessary structures where
      reasonably required by the character of the work to be performed. TENANT hereby
      waives any claim for damages or for any injury or inconvenience to or
      interference with TENANT’S business, any loss of occupancy, or quiet enjoyment
      of the PREMISES, and any other loss occasioned thereby. For each of the
      aforesaid purposes, LANDLORD shall at all times have and retain a key with
      which
      to unlock all of the doors in, upon, and about the PREMISES, excluding TENANT’S
      vaults, safes, and files, and LANDLORD shall have the right to use any and
      all
      means which LANDLORD may deem proper to open said doors in an emergency, in
      order to obtain entry to the PREMISES except for any failure to exercise due
      care for TENANT’S property. Any entry to the PREMISES obtained by LANDLORD by
      any of said means, or otherwise, shall not, under any circumstances be construed
      or deemed to be a forcible or unlawful entry into, or a detainer of, the
      PREMISES, or an eviction of TENANT from the PREMISES or any portion
      thereof.

    17. 
        Reconstruction.
      In the
      event the PREMISES or the Building Complex or which the PREMISES are a part
      are
      damaged by fire or other perils covered by extended coverage insurance, LANDLORD
      agrees to forthwith repair the same; and this Lease shall remain in full force
      and effect, except that TENANT shall be entitled to a proportionate reduction
      of
      the rent while such repairs are being made, such proportionate reduction to
      be
      based upon the extent to which the making of such repairs shall materially
      interfere with the business carried on by the TENANT in the PREMISES. If the
      damage is due to the fault or neglect of TENANT or its employees, there shall
      be
      no abatement of rent.

    


    
      
        
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    In
      the
      event the PREMISES or the Building of which the PREMISES are a part are damaged
      as a result of any cause other than the perils covered by fire and extended
      coverage insurance, then LANDLORD shall have the option: (1) to repair or
      restore such damage, this Lease continuing in full force and effect, but the
      rent to be proportionately reduced as herein above in this Article provided;
      or
      (2) give notice to TENANT at any time within thirty (30) and no more than sixty
      (60) days the giving of such notice. In the event of giving such notice, this
      Lease shall expire and all interest of the TENANT in the PREMISES shall
      terminate on the date so specified in such notice and the rent, reduced by
      a
      proportionate amount, based upon the extent, if any, to which such damage
      materially interfered with the business carried on by the TENANT in the
      PREMISES, shall be paid up to date of such termination.

    LANDLORD,
      shall not be required to repair any injury or damage by fire, or other cause,
      to
      any panels, decoration, office fixtures, railings, floor covering, partitions,
      or any other property installed in the PREMISES by TENANT.

    TENANT
      shall not be entitled to any compensation or damages from LANDLORD for loss
      of
      the use of the whole or any part of the PREMISES, TENANT’S personal property, or
      any inconvenience or annoyance occasioned by such damage, repair,
      reconstruction, or restoration.

    18. 
        Default.
      The
      occurrence of any one or more of the following events shall constitute a default
      and breach of this Lease by TENANT:

    (a)
      The
      vacating or abandonment of the PREMISES by TENANT.

    (b)
      The
      failure by TENANT to make any payment of rent or any other payment required
      to
      be made by TENANT hereunder, as and when due.

    


    
      
        
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    (c) Except
      as
      to payment of rent or other payments received of TENANT hereunder, the failure
      by TENANT to observe or perform any of the other covenants, conditions, or
      provisions of this Lease to be observed or performed by TENANT where such
      failure shall continue for a period of five (5) days after written notice
      thereof by LANDLORD to TENANT; provided, however, that if the nature of TENANT’S
      default is such that more than five (5) days are reasonably required for its
      cure, then TENANT shall not be deemed to be in default if TENANT commences
      such
      cure within said five (5) day period and thereafter diligently prosecutes such
      cure to completion.

    19. 
        Remedies
      in Default
      . In the
      event of any such material default or breach by TENANT, LANDLORD may at any
      time
      thereafter, with or without notice or demand and without limiting LANDLORD
      in
      the exercise of a right or remedy which LANDLORD may have by reason of such
      default or breach:

    (a)
      Terminate TENANT’S right to possession of the PREMISES by any lawful means, in
      which case this Lease shall terminate and TENANT shall immediately surrender
      possession of the PREMISES to LANDLORD. In such event LANDLORD shall be entitled
      to recover from TENANT all damages incurred by LANDLORD by reason of TENANT’S
      default, including but not limited to, the cost of recovering possession of
      the
      PREMISES; expenses of re-letting, including necessary renovation and alteration
      of the PREMISES, reasonable attorney’s fees, the worth at the time of award by
      the Court having jurisdiction thereof of the amount by which the unpaid rent
      for
      the balance of the term after the time of such award exceeds the amount of
      such
      rental loss for the same period that TENANT proves could be reasonably
      avoided.

    In
      the
      event TENANT shall have abandoned the PREMISES, LANDLORD shall have the option
      of: (a) taking possession of the PREMISES and recovering from TENANT the amount
      specified in this paragraph; or (b) proceeding under the provisions of the
      following paragraph.

    (b)
       Maintain
      TENANT’S right to possession, in which case this Lease shall continue in effect
      whether or not TENANT shall have abandoned the PREMISES. In such event LANDLORD
      shall be entitled to enforce all of LANDLORD’S rights and remedies under this
      Lease, including the right to recover the rent as it becomes due
      hereunder.

    


    
      
        
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    (c)
       Pursue
      any other remedy now or hereafter available to LANDLORD under the laws or
      judicial decision of the State of Nevada without election. 

    20. 
        Parking.
      TENANT
      shall have the right to use SIX (6) designated parking spaces at 12 Industrial
      Parkway and EIGHTEEN parking spaces at 20 Industrial Parkway as LANDLORD shall
      specify to be located adjacent or near to TENANT’S PREMISES. Said parking spaces
      are delineated on Exhibit “C”, attached hereto. LANDLORD shall have the right
      during the term hereof and any extended term, to change the location of said
      parking spaces upon sixty (60) days written notice to TENANT.

    TENANT
      shall not use or permit to be used any spaces other than the designated parking
      spaces except upon the prior written consent of LANDLORD.

    21. 
        Snow
      Removal.
      LANDLORD will have parking areas and driveways plowed when there is a six (6)
      inch accumulation of snow on the ground. It is the TENANT’S responsibility to
      shovel the snow on the sidewalk fronting TENANT’S leased PREMISES.

    22. 
        Signs.
      TENANT
      shall not place or erect any signs of any nature on any part of the PEMISES
      or
      LANDLORD’S property adjacent to the PREMISES without prior written approval of
      LANDLORD.

    23. 
        General
      Provisions.

    (a)
      NOTICE.
      All
      notices and demands which may or are to be required or permitted to be given
      by
      either party to the other hereunder shall be in writing. All notices and demands
      by the LANDLORD to the TENANT shall be sent by United States Mail, postage
      prepaid, addressed to the TENANT at the PREMISES, or to such other place as
      TENANT may, from time to time, designate in a notice to the LANDLORD. All
      notices and demands by the TENANT to the LANDLORD shall be sent by United States
      Mail, postage prepaid, addressed to the LANDLORD at the Office of the Building,
      or to such other person or place as the LANDLORD may, from time to time,
      designate in a notice to the TENANT.

    


    
      
        
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    (b)
      TIME.
      Time is
      of the essence of this Lease and each and all of its provisions in which
      performance is a factor.

    (c)
      SUCCESSORS
      AND ASSIGNS.
      The
      covenants and conditions herein contained, subject to the provisions as to
      assignment, apply to and bind the heirs, successors, executors, administrators,
      and assigns of the parties hereto.

    (d)
      LATE
      CHARGES, DISHONORED CHECKS, AND INTEREST.
      If any
      installment of rent or of a sum due from TENANT shall not be received by
      LANDLORD within five (5) days from the date due, then TENANT shall pay to
      LANDLORD a late charge equal to Ten Percent (10%) of such overdue amount. The
      parties hereby agree that such late charges represent a fair and reasonable
      estimate of the costs that LANDLORD will incur by reason of the late payment
      by
      TENANT. Any amount due LANDLORD hereunder not paid when due shall bear interest
      at the maximum rate then allowable by law, not less than Twelve Percent (12%),
      from the due date. Interest shall not be payable on late charges, nor on any
      amounts upon which late charges are paid by TENANT, provided payment thereof
      is
      made within thirty (30) days from the date a late charge becomes due. Payment
      of
      interest shall not excuse or cure any default by TENANT under this
      lease.

    (e)
      PRIOR
      AGREEMENTS.
      This
      Lease contains all of the agreements of the parties hereto with respect to
      any
      matter covered or mentioned in this Lease, and no prior agreements or
      understanding pertaining to any such matter shall be effective for any purpose.
      No provision of this Lease may be amended or added to except by an agreement
      in
      writing signed by the parties hereto or their respective successors in interest.
      This Lease shall not be effective or binding on any party until fully executed
      by both parties hereto.

    


    
      
        
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    (f)
      ATTORNEY’S
      FEES .
      In the
      event of any action or proceeding brought by either party against the other
      under this Lease the prevailing party shall be entitled to recover all costs
      and
      expenses including the fees of its attorneys in such action or proceeding in
      such amount as the court may adjudge reasonable as attorney’s fees.

    (g)
      SALE
      OF PREMISES BY LANDLORD .
      In the
      event of any sale of the Building Complex or any portion thereof containing
      the
      PREMISES, LANDLORD shall be and is hereby entirely freed and relieved of all
      liability under any and all of its covenants and obligations contained in or
      derived from this Lease arising out of any such act, occurrence or omission
      occurring after the consummation of such sale; and the purchaser, at such sale
      or any subsequent sale of the PREMISES shall be deemed, without any further
      agreement between the parties or their successors in interest or between the
      parties and any such purchaser, to have assumed in interest or between the
      parties and any such purchaser, to have assumed and agreed to carry out any
      and
      all of the covenants and obligations of the LANDLORD under this
      Lease.

    24. 
        Rules
      and Regulations.
      There
      is attached hereto as Exhibit “A” a set of Rules and Regulations which shall be
      also kept and performed by TENANT. LANDLORD shall have the right to modify,
      enlarge, or delete any provisions thereof and, upon five (5) days notice to
      TENANT of such amendment, the new provisions shall be kept and performed by
      TENANT.

    25. 
        Guaranty
      Under
      appropriate circumstances at Landlord’s option, TENANT may be required to
      provide a Guaranty of Lease in the form attached as Exhibit “B” executed by a
      guarantor satisfactory to Landlord.

    26.    
         Hazardous
      Substances.
      

    


    
      
        
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    (a)
      Reportable
      Uses Require Consent.
      The
      term“Hazardous
      substances”
      as
      used
      in this Lease shall mean any product, substance, chemical, material or waste
      whose presence, nature, quantity and/or intensity of existence, use,
      manufacture, disposal, transportation, spill, release or effect, either by
      itself or in combination with other materials expected to be on the PREMISES,
      is
      either (i) potentially injurious to the public health, safety or welfare, the
      environment, or the PREMISES; (ii) regulated or monitored by any governmental
      authority; or (iii) a basis for potential liability of LANDLORD to any
      governmental agency or third party under any applicable statute or common law
      theory. Hazardous Substance shall include, but not be limited to, hydrocarbons,
      petroleum, gasoline, crude oil or any products or by-products thereof. TENANT
      shall not engage in any activity in or about the PREMISES which constitutes
      a
      Reportable Use (as hereinafter defined) of Hazardous Substances without the
      express prior written consent of LANDLORD and compliance in a timely manner
      (at
      TENANT’S sole cost and expense) with all Applicable Requirements (as defined in
      Paragraph (d) below). “Reportable
      Use”
      Shall
      mean (i) the installation or use of any above or below ground storage tank,
      (ii)
      the generation, possession, storage, use, transportation, or disposal of a
      Hazardous Substance that requires a permit from, or with respect to which a
      report, notice registration or business plan is required to be filed with,
      any
      governmental authority, and (iii) the presence in, on, or about the PREMISES
      of
      a Hazardous Substance with respect to which any Applicable Laws require that
      a
      notice be given to persons entering or occupying the PREMISES or neighboring
      properties. Notwithstanding the foregoing, TENANT may, without LANDLORD’S prior
      consent, but upon notice to LANDLORD and in compliance with all Applicable
      Requirements, use any ordinary and customary materials reasonably required
      to be
      used by TENANT in the normal course of the Permitted Use, so long as such us
      is
      not a Reportable Use and does not expose the PREMISES or neighboring properties
      to any meaningful risk of contamination or damage or expose LANDLORD to any
      liability therefore. In addition, LANDLORD may (but without any obligation
      to do
      so) condition its consent to any Reportable Use of any Hazardous Substance
      by
      TENANT upon TENANT’S giving LANDLORD such additional assurances as LANDLORD, in
      its reasonable discretion, deems necessary to protect itself, the public, the
      PREMISES and the environment against damage, contamination or injury and/or
      liability therefor, including but not limited to the installation (and, at
      LANDLORD’S option, removal on or before lease expiration or earlier termination)
      of reasonably necessary protective modifications to the PREMISES (such as
      concrete encasement) and/or the deposit of an additional Security Deposit under
      Paragraph 5 hereof.

    


    
      
        
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    (b)
      Duty
      To Inform LANDLORD.
      If
      TENANT
      knows, or has reasonable cause to believe, that a Hazardous Substance has come
      to be located in, on, under or about the PREMISES or the Building, other than
      as
      previously consented to by LANDLORD, TENANT shall immediately give LANDLORD
      written notice thereof, together with a copy of any statement, report, notice,
      registration, application, permit, business plan, license, claim, action, or
      proceeding given to, or received from, any governmental authority or private
      party concerning the presence of, spill, release, discharge of, or exposure
      to,
      such Hazardous Substance including but not limited to all documents as may
      be
      involved in any Reportable Use involving the PREMISES. TENANT shall not cause
      or
      permit any Hazardous Substance to be spilled or released in, on, under or about
      the PREMISES (including, without limitation, through the plumbing, septic or
      sanitary sewer system).

    (c)
      Indemnification.
      TENANT
      shall indemnify, protect, defend and hold LANDLORD, its agents, employees,
      lenders and ground lessor, if any, and the PREMISES, harmless from and against
      any and all damages, liabilities, judgments, costs, claims, liens, expenses,
      penalties, loss of permits and attorneys’ and consultants’ fees arising out of
      or involving any Hazardous Substance brought onto the PREMISES by or for TENANT
      or by anyone under TENANT’S control. TENANT’S obligations under this paragraph
      shall include, but not be limited to, the effects of any contamination or injury
      to person, property or the environment created or suffered by TENANT, and the
      cost of investigation (including consultants’ and attorneys’ fees and testing),
      removal, remediation, restoration and/or abatement thereof, or of any
      contamination therein involved, and shall survive the expiration or earlier
      termination of this Lease. No termination, cancellation or release agreement
      entered into by LANDLORD and TENANT shall release TENANT from its obligations
      under this lease with respect to Hazardous Substances, unless specifically
      to
      agreed by LANDLORD in writing at the time of such agreement.

    


    
      
        
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    (d)
      TENANT’S
      Compliance with Requirements.
      TENANT
      shall, at TENANT’S sole cost and expense, fully, diligently and in a timely
      manner, comply with all “Applicable Requirements” which term is used in this
      lease to mean all laws, rules, regulations, ordinances, directives, covenants,
      easements and restrictions of record, permits, the requirements of any
      applicable fire insurance underwriter or rating bureau, and the recommendations
      of LANDLORD’S engineers and/or consultants, relating in any manner to the
      PREMISES (including but not limited to matters pertaining to (i) industrial
      hygiene, (ii) environmental conditions on, in, under or about the PREMISES,
      including soil and groundwater conditions, and (iii) the use, generation,
      manufacture, production, installation, maintenance, removal, transportation,
      storage, spill, or release of any Hazardous Substance) now in effect or which
      may hereafter come into effect. TENANT shall, within
      five (5) days after
      receipt of LANDLORD’S written request, provide LANDLORD with copies of all
      documents and information, including but not limited to permits registrations,
      manifests, applications, reports and certificates, evidencing TENANT’S
      compliance with any Applicable Requirements specified by LANDLORD, and shall
      immediately upon receipt, notify LANDLORD in writing (with copies of any
      documents involved) of any threatened or actual claim, notice, citation,
      warning, complaint or report pertaining to or involving failure by TENANT or
      the
      PREMISES to comply with any Applicable Requirements.

    


     

     

     

     

     

     

     

     

     

    


    
      
        
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    TENANT:
      CHAPEAU, INC. dba BLUEPOINT ENERGY, INC.

     

    
      	
              BY:  
                

            	
               
                /s/ Guy A.
                Archbold                                

            	
              DATE:  
                

            	
              01/31/2006

            
	 	 	 	 
	
              ADDRESS:  
                

            	
              1190
                SUNCAST
                LANE, SUITE 2

            	 	 
	 	
              EL
                DORADO HILLS,
                CA 95762

            	
              PHONE:  
                

            	
              916-939-8705

            
	 	 	 	 
	
              LANDLORD:  
                

            	
              LAMONICA
                PROPERTIES

            	 	 
	 	 	 	 
	
              BY:  
                

            	
              /s/
                Larry B. La
                Monica                              
                

            	
              DATE:  
                

            	
              02/01/2006

            
	 	
              LARRY
                B. La MONICA

            	 	 
	
              ADDRESS:  
                

            	
              P.O.
                BOX 20350

            	
              PHONE:  
                

            	
              775-841-8992

            
	 	
              CARSON
                CITY, NV 89721

            	 	 


    

    


    


    


    


    


    
      
        
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    EXHIBIT
      “A”

      RULES
      AND REGULATIONS

    1.    The
      entire Building Complex, ingress and egress ways, utility lines, and the Unit
      leased to TENANT shall constitute the “PREMISES” as hereinafter
      mentioned.

    2.    No
      sign,
      placard, picture, advertisement, name, or notice shall be inscribed, displayed,
      or printed, or affixed on or to any part of the outside of the PREMISES without
      the written consent of the LANDLORD first had and obtained, and LANDLORD shall
      have the right to remove any such sign, placard, picture, advertisement, name
      or
      notice without notice to and at the expense of TENANT.

    All
      approved signs or lettering on doors shall be printed, painted, affixed, or
      inscribed at the expense of TENANT by a person approved by
      LANDLORD.

    TENANT
      shall not place anything or allow anything to be placed near the glass of any
      window, door, partition, or wall which may appear unsightly from outside the
      PREMISES; provided, however, that LANDLORD may furnish and install a standard
      window covering on all exterior windows. TENANT shall not, without prior written
      consent of LANDLORD which consent will not be unreasonably withheld, cause
      or
      otherwise sunscreen any window.

    3.    The
      roads, streets, ways, passages, exits, and entrances shall not be obstructed
      by
      any of the tenants or used by them for any purpose other than for ingress and
      egress from the respective PREMISES.

    4.    The
      toilet rooms, urinals, wash bowls, and other apparatus shall not be used for
      any
      purpose other than for which they were constructed and no foreign substance
      of
      any kind whatsoever shall be thrown therein and the expense of any breakage,
      stoppage, or damage resulting from the violation of this rule shall be borne
      by
      the TENANT who, or whose employees or invitees, shall have caused
      it.

    


    
      
        
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    5.    TENANT
      shall not use, keep, or permit to be used or kept any foul or noxious gas or
      substance in the PREMISES, or permit or suffer the PREMISES to be occupied
      or
      used in a manner offensive or objectionable to the LANDLORD or other occupants
      of the PREMISES by reason of noise, odors, and/or vibrations, or interfere
      in
      any way with other tenants or those having business therein, nor shall any
      animals or birds be brought in or kept in or about the PREMISES.

    6.    TENANT
      shall not use or keep on the PREMISES any kerosene, gasoline, or inflammable
      or
      combustible fluid or material, or use any method of heating or air conditioning
      other than that supplied by LANDLORD.

    7.    LANDLORD
      reserves the right to exclude or expel from the PREMISES any person who, in
      the
      judgment of LANDLORD, is intoxicated or under the influence of liquor or drugs,
      or who shall in any manner do any act in violation of any of the rules and
      regulations of the PREMISES.

    8.    No
      vending machine or machines of any description shall be installed, maintained,
      or operated upon the PREMISES without the written consent of the
      LANDLORD.

    9.    LANDLORD
      shall have the right, exercisable without notice and without liability to
      TENANT, to change the name and street address of the PREMISES or any part
      thereof.

    10.    TENANT
      shall not disturb, solicit, or canvas any occupant of the PREMISES and shall
      cooperate to prevent same.

    11.    TENANT
      will ensure that no obstructions, either permanent or temporary, will restrict
      delivery of any tenant’s products and materials. 

      

    


    
      
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      EXHIBIT
      “B”

      PERSONAL
      GUARANTY

     

    In
      consideration of the making of this Lease by the Landlord with the Tenant oat
      the request of the undersigned and in reliance on this Guaranty, the undersigned
      hereby guarantees the payment of the rent to be paid by the Tenant and the
      performance by the Tenant of all the terms, conditions, covenants and agreements
      of the Lease, and the undersigned promises to pay all the Landlord’s expenses,
      including reasonable attorney’s fees, incurred by the Landlord in enforcing this
      Guaranty. The assignments by the Tenant and Tenant’s assigns, of this Lease,
      made either with or without notice to the undersigned, or a changed or different
      use of the demised PREMISES, or Landlord’s forbearance, delays, extensions of
      time or any other reason whether similar to or different from the foregoing
      shall not release the undersigned from liability as guarantor.

    


    Dated:                
      NONE
      .                                     


    


    


    
      	 	
                  
                NOT REQUIRED
                .                  
                

            
	 	 
	 	 
	 	
                                                                    
                

            
	 	
              GUARANTOR

            


    

    


      

    


    
       

    

    
      
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    EXHIBIT
      “C”

    LOCATION
      OF PREMISES

    


    The
      PREMISES are located at:


    20
      Industrial Parkway, Mound House, Nevada

    12
      Industrial Parkway, Units D-1 and E, Mound House, Nevada

    


    Mailing
      Addresses:

    20
      Industrial Parkway, Carson City, Nevada 89706

    12
      Industrial Parkway, Units D-1 and E, Carson City, Nevada 89706

     

    

     

    

      Figure
        1.
        12 Industrial Parkway

    

     

    
      
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      Figure
        2.
        20 Industrial Parkway (to be supplied)

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      

                  
          /           


      

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