**Exhibit10(f)**

SUBLEASE

THIS SUBLEASE (this“Sublease”) is made and entered into as of the 22nd day of June, 2006, by andbetween U.S. Traffic Corporation f/k/a Green Light Acquisition Company, aDelaware corporation (“Landlord”), and National Signal, Inc., a Californiacorporation (“Tenant”).

1.                                       PRIMELEASE.  Landlord is the tenant under thatcertain Lease Agreement (the “Prime Lease”) dated May 16, 2003 with CambridgeLeasing Corporation, a Delaware corporation, who has assigned its interestunder the Prime Lease to Greenlaw Partners LLC, a California limited liability company (the “Prime Landlord”), for thelease of the building situated at 9601 and 9603 John Street, Santa Fe Springs,California (the “Property”).  Landlordwarrants that (a) Landlord has delivered to Tenant a complete copy of the PrimeLease and all other agreements between Prime Landlord and Landlord relating tothe leasing, use or occupancy of the Property, (b) the Prime Lease is, as ofthe date of this Sublease, in full force and effect, and (c) no event ofdefault has occurred under the Prime Lease by any party thereto and, toLandlord’s knowledge, no event has occurred and is continuing that wouldconstitute an event of default by Landlord, but for the requirement of thegiving of notice and the expiration of the period of time to cure.

2.                                       SUBLEASE.  Landlord, for and in consideration of therents herein reserved and of the covenants and agreements herein contained onthe part of the Tenant to be performed by Tenant, hereby subleases to Tenantthe premises shown on Exhibit A (the “Premises”) attached that arelocated in the building (the “Building”), which Building is located on and apart of the Property, and the Tenant hereby accepts the Premises from theLandlord.

3.                                       SUBLEASETERM.  The term of this Sublease (the“Term”) shall commence on the later of (a) the date hereof, and (b) the datePrime Landlord consents in writing to this Sublease (such later date beinghereinafter referred to as the “Commencement Date”).  The Term shall expire on May 31, 2008 (the“Expiration Date”), unless sooner terminated as otherwise provided elsewhere inthis Sublease.

4.                                       POSSESSION.  Landlord agrees to deliver possession of thePremises on or before the Commencement Date in their condition as of the executionand delivery hereof, reasonable wear and tear excepted; that is to say, ASIS.  Notwithstanding the foregoing,Landlord represents that the roofs, walls, foundations and other majorstructural components of the Premises are in good repair, free from materialdefects, and suitable for Tenant’s Use (as described in Section 5 below).

5.                                       TENANT’SUSE.  The Premises shall be used andoccupied only for manufacturing, sales and related office use, subject to, andin accordance with all applicable laws, regulations, orders, codes and zoningregulations (including the applicable certificate of occupancy), and for noother purposes.

6.                                       RENT.  Beginning on the Commencement Date, Tenantshall pay during the Term, as “Base Rent”, Twenty Five Thousand Six Hundred Fiftyand No/100ths Dollars ($25,650.00) per month. Tenant shall pay Base Rent and Additional Rent (as hereinafter defined)to and at the address specified herein for Landlord or to such other payee orat such other address as may be designated by notice in writing from Landlordto Tenant, without prior demand therefor and without any deduction, setoff,diminution, abatement, counterclaim or deduction whatsoever.  Base Rent shall be paid in equal monthlyinstallments in advance on the first (1st) day of each month of the Term,except that the first installment of Base Rent shall be paid by Tenant toLandlord upon execution of this Sublease by Tenant.  Base Rent shall be pro-rated for partialmonths at the beginning and end of the Term. All charges, costs, and sums required to be paid by Tenant to Landlordunder Section 7 of this Sublease in addition to Base Rent shall be deemed“Additional Rent,” and Base Rent and Additional Rent shall hereinaftercollectively be referred to as “Rent.”

7.                                       TENANT’SOBLIGATIONS.  Tenant shall be responsiblefor, and shall pay the following:  . Allutility consumption costs, including without limitation, water, sewer, gas, andelectric and other charges incurred in connection with lighting and providingelectrical power to the Premises. The foregoing notwithstanding, if thePremises are not separately metered for utilities at any time during the Term,Tenant agrees to pay Landlord the amount attributable to the Premises from timeto time as reasonably estimated by Landlord within ten (10) days

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after demand by Landlord specifying such charge.  Tenant shall hold Landlord harmless from allcosts or expenses Landlord may incur from Tenant’s failure to pay utility billsor to perform any of its obligations with respect to the purchase of utilities.

Tenant agrees thatneither Landlord nor its agents shall be liable in damages, by abatement ofRent or otherwise, for any failure of Tenant to secure gas, electrical or otherutility services for the Premises. Tenant further agrees that neither Landlordnor its agents shall be liable in damages, by abatement of Rent or otherwise,for Landlord’s failure to furnish or delay in furnishing any service whichLandlord is obligated to provide pursuant to the terms and provisions of thisSublease, if any, when such failure or delay is occasioned, in whole or inpart, by repairs, renewals or improvements, by any strike, lockout or otherlabor trouble, by inability to secure electricity, gas, water, or other fuel atthe Property, by any accident or casualty whatsoever, by the act or default ofTenant or other parties, or by any cause beyond the reasonable control ofLandlord; and such failures or delays, or the nonexistence of any utility,whether occasioned by Landlord or some third party, shall never be deemed toconstitute an eviction or disturbance of the Tenant’s use and possession of thePremises or relieve the Tenant from paying Rent or performing any of itsobligations under this Sublease.

8.                                       QUIETENJOYMENT. Landlord represents that it has full power and authority to enterinto this Sublease, subject to the consent of the Prime Landlord.  So long as no Event of Default (defined in *Section 19*) has occurred, Tenant’s quietand peaceable enjoyment of the Premises shall not be disturbed by Landlord or PrimeLandlord or by anyone claiming through Landlord or Prime Landlord.

9.                                       INSURANCE;INDEMNITY

(a)                                  Tenantshall keep in full force and effect a policy of commercial general liabilityinsurance for the Premises.  Tenant shallfurnish Landlord a certificate of insurance evidencing such coverage and namingLandlord as an additional insured therein. Tenant’s insurer shall agree to furnish Landlord at least ten (10) days’advance written notice of any cancellation of coverage.  Renewal certificates shall be suppliedpromptly following the expiration of the current certificate.

(b)                                 Tenantshall indemnify Landlord from all liability, loss or other damage claims forobligations resulting from any bodily injuries or losses to persons or propertyoccurring in or on the Premises and caused by the negligence or willfulmisconduct of Tenant, its agents, employees, contractors or invitees, includingreasonable attorneys’ fees and court costs incurred by Landlord in defendingany such claims, except when caused by the negligence of Landlord or itsagents, employees, contractors or invitees.

(c)                                  Landlord,at its sole cost and expense, shall continuously maintain in full force andeffect during the Term a policy or policies of insurance insuring the Buildingagainst loss or damage by fire and extended perils and other perils for thefull replacement cost of the Building. Landlord shall keep in full force and effect a policy of commercialgeneral liability insurance for the Property.

(d)                                 Anythingin this Sublease to the contrary notwithstanding, Landlord and Tenant eachhereby waives any and all rights of recovery, claim, action or cause of actionagainst the other for any loss or damage that may occur to the Premises or anyimprovements thereto, or any personal property of Landlord or Tenant, arisingfrom any cause that (a) would be insured against under the terms of anyproperty insurance required to be carried hereunder; or (b) is insured againstunder the terms of any property insurance actually carried, regardless of whetherthe same is required hereunder.  Theforegoing waiver shall apply regardless of the cause or origin of such claim,including, but not limited to, the negligence of a party or such party’sagents, officers, employees or contractors. The foregoing waiver shall not apply if it would have the effect, butonly to the extent of such effect, of invalidating any insurance coverage ofLandlord or Tenant.  The foregoing waivershall also apply to any deductible, as if the same were a part of the insurancerecovery.  Landlord and Tenant will causetheir respective insurers to issue appropriate waiver of subrogation rightsendorsements, and shall supply each other with appropriate information fromtheir respective insurers confirming such waiver to be in effect.

10.                                 ASSIGNMENTOR SUBLETTING.  Without Landlord’sconsent, Tenant shall not (i) assign, convey, or mortgage this Sublease or anyinterest under it; (ii) allow any transfer thereof or any lien upon Tenant’sinterest by operation of law; (iii) sub-sublet the Premises or any partthereof; or (iv) permit the occupancy of the

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Premises or any part thereof by anyone other thanTenant. Landlord’s consent to an assignment of this Sublease or asub-subletting of the Premises shall not be unreasonably withheld, and if Landlordconsents, Landlord shall use reasonable efforts to obtain the consent of PrimeLandlord if its consent is required under the Prime Lease. Any cost ofobtaining Prime Landlord’s consent shall be borne by Tenant.

No permitted assignmentshall be effective and no permitted sub-subletting shall commence unless anduntil any default by Tenant hereunder shall have been cured.  Unless otherwise agreed by the Landlord andTenant, no permitted assignment or sub-subletting shall relieve Tenant from itsobligations and agreements hereunder and Tenant shall continue to be liable asa principal and not as a guarantor or surety, to the same extent as though noassignment or sub-subletting had occurred.

11.                                 REPAIRSAND COMPLIANCE.

(a)                                  Landlordrepresents that the Premises comply with all rules, ordinances, building codes,and laws applicable to the present use of the Premises.  Landlord shall obey, observe and promptlycomply with all rules, regulations, ordinances, building codes, and laws whichshall be applicable, now or at any time during the Term, to the ownership ofthe Premises and shall promptly comply with all orders, rules, rulings anddirectives of any governmental authority or agency having jurisdiction over thePremises, including, without limitation, existing and outstanding orders andrequirements.  Notwithstanding anythingherein to the contrary, Landlord shall, at Landlord’s sole cost and expense, atall times ensure that the Premises are in compliance with the Americans WithDisabilities Act of 1990 (42 U. S. C. 12 101 et seq.) and all regulations andguidelines promulgated thereunder, as all of the same may be amended andsupplemented from time to time.

(b)                                 Tenantshall obey, observe and promptly comply with all rules, regulations, ordinancesand laws which shall be applicable to the operation of its business, now or atany time during the Term, provided, however, that Tenant shall not be requiredto make any capital expenditure to the Premises in order to achieve suchcompliance.

(c)                                  Unlessexpressly made the obligation of Tenant hereunder, Landlord shall, at its soleexpense, be responsible for all repairs, maintenance, and replacement of thePremises including, without limitation, the roof, foundation, plumbing,mechanical components, HVAC components, electrical components and structuralcomponents of the Premises.  When used inthis Sublease, “repair” shall include making all replacements, renewals,alterations, additions and betterments necessary or desirable to the goodoperation of the Premises.   All repairsmade by Landlord shall be at least equal in quality to the original workperformed in constructing the Building and shall be made by Landlord inaccordance with all applicable laws, ordinances and regulations.

(d)                                 Tenantshall be responsible for the routine maintenance of interior demising walls,interior doors, locks, and the electrical, plumbing, mechanical, and HVACcomponents, provided that any capital expenditure required for the repair andmaintenance of such components shall be the responsibility of Landlord.

12.                                 FIREOR CASUALTY OR EMINENT DOMAIN.  In theevent of a fire or other casualty affecting the Property, or of a taking of allor part of the Property by the exercise of the power of eminent domain,Landlord shall not exercise any right that may have the effect of terminatingthe Prime Lease without first obtaining the prior consent of Tenant.  If Landlord is entitled, under the PrimeLease, to a rent abatement as a result of a fire or other casualty or as aresult of a taking under the power of eminent domain, then Tenant shall beentitled its proportionate share of such rent abatement.  If the Prime Lease imposes on Landlord theobligation to repair or restore leasehold improvements or alterations, Tenantshall be responsible for repair or restoration of leasehold improvements oralterations it shall have installed in the Premises, and Landlord shall beresponsible for the repair or restoration of the balance of the leaseholdimprovements or alterations.  Tenantshall make any insurance proceeds resulting from the loss that Landlord isobligated to repair or restore available to Landlord and shall permit Landlordto enter the Premises to perform the same.

13.                                 ALTERATIONS.  Anything to the contrary contained hereinnotwithstanding, Tenant shall not make or cause to be made any alterations oradditions, including any signage, or perform or cause to be performed any otherrepairs or replacements (except as required by *Section7(B*)) in or to the Premises (collectively “Alterations”) withoutLandlord’s prior written consent, which consent shall not be unreasonablywithheld, and, if

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Prime Landlord’s consent is required under the PrimeLease, without Prime Landlord’s consent, and Landlord may impose suchconditions on its consent as Landlord requires or Landlord may, at its option,in the case of maintenance, repairs or replacements, perform or cause to beperformed the same itself and Tenant shall reimburse Landlord for the costthereof within ten (10) days after demand therefore by Landlord.

14.                                 SURRENDER.  Upon the expiration of this Sublease, or uponthe termination of this Sublease or of the Tenant’s right to possession of thePremises, Tenant will at once surrender and deliver up the Premises, together withall improvements thereon, to Landlord, in good order and broom-clean (ordinarywear and tear, damage due to casualty and repairs required to be performed byLandlord under this Sublease excepted). Tenant shall be permitted, at Tenant’s option, to leave all Alterationsmade by Tenant at the Premises.  AllAlterations to the Premises made by or for Tenant and left by Tenant shallbecome a part of and shall remain upon the Premises upon such terminationwithout compensation, allowance or credit to Tenant.  If Tenant removes Alterations, Tenant shallrestore the Premises to their condition prior to the making of the Alterations,repairing any damage resulting from the removal or restoration.  If Tenant does not perform removal inaccordance with this *Section*,Landlord may, at its option, remove the Alterations (and repair any damageoccasioned thereby) and dispose thereof or deliver the same to any other placeof business of Tenant, or warehouse the same and, to the fullest extentpermitted by law Landlord shall in no event be responsible for the value,preservation or safekeeping thereof and Tenant shall pay the costs of suchremoval, repair, restoration, delivery or warehousing to Landlord on demand.

15.                                 REMOVALOF TENANT’S PROPERTY.  Upon theexpiration or earlier termination of this Sublease, Tenant shall remove all ofits contents, including trade fixtures, machinery, equipment, furniture, andfurnishings (“Personalty”). Tenant shall repair any damage to the Premises orthe Property that may result from such removal, and shall restore the Premisesto the same condition as prior to their. If Tenant does not remove the Personalty prior to the expiration orearlier termination of the Term, Landlord may, at its option, remove the same(and repair any resulting damage) and store, dispose of or deliver thePersonalty to any other place of business of Tenant, or warehouse the same,and, to the fullest extent permitted by law, Landlord shall in no event beresponsible for the value, preservation or safekeeping thereof and Tenant shallpay the cost of such removal, repair, restoration, delivery or warehousing toLandlord on demand.

16.                                 HOLDINGOVER.  Tenant shall have no right tooccupy the Premises or any portion thereof after the expiration of thisSublease Term or after termination of this Sublease or of Tenant’s right topossession in consequence of an Event of Default.  If Tenant or any party claiming by, through,or under Tenant holds over, Landlord may exercise any and all remediesavailable to it at law or in equity to recover possession of the Premises, andto recover damages, including damages payable by Landlord to Prime Landlord byreason of such holdover.  For each andevery month or partial month that Tenant or any party claiming by, through orunder Tenant remains in occupancy of all or any portion of the Premises afterthe expiration of this Sublease or after termination of this Sublease orTenant’s right to possession, Tenant shall pay, as minimum damages and not as apenalty, monthly rental at a rate equal to double the rate of Base Rent andAdditional Rent payable by Tenant hereunder immediately prior to the expirationor other termination of this Sublease or of Tenant’s right to possession.  The acceptance by Landlord of any lesser sumshall be construed as payment on account and not in satisfaction of damages forsuch holding over.

17.                                 ENCUMBERINGTITLE.  Tenant shall not do anything thatshall encumber the title of Prime Landlord or Landlord in and to the Buildingor the Property, nor shall the interest or estate of Prime Landlord or Landlordbe subject to any claim by way of lien or encumbrance caused by Tenant.  Any claim to, or lien upon, the Premises, theBuilding or the Property arising from any act or omission of Tenant shallaccrue only against the subleasehold estate of Tenant and shall be subject andsubordinate to the paramount title and rights of Prime Landlord and Landlord inand to the Premises, Building and the Property. Without limiting the generality of the foregoing, Tenant shall notpermit the Premises, the Building or the Property to become subject to anymechanics,’ laborers’ or materialmen’s lien on account of labor or materialfurnished to Tenant or claimed to have been furnished to Tenant in connectionwith work of any character performed or claimed to have been performed on thePremises by, or at the direction or sufferance of Tenant, provided, however,that if permitted under the Prime Lease, Tenant shall have the right to contestin good faith if done with reasonable diligence the validity of any lien or claimedlien if Tenant shall give to Prime Landlord and Landlord such security as maybe deemed satisfactory to them to assure payment and to prevent any sale,foreclosure, or forfeiture of the Premises, the Building, or the

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Property by reason of non-payment. On finaldetermination of the lien or claim of lien, Tenant shall immediately pay anyjudgment rendered, with all costs and charges, and shall have the lien releasedand any judgment satisfied.

18.                                 LANDLORD’SRESERVED RIGHTS.  Landlord reserves thefollowing rights, exercisable on reasonable prior notice to Tenant but withoutliability to Tenant for damage or injury to property, person or business andwithout effecting an eviction or disturbance of Tenant’s use or possession orgiving rise to any claim for setoff or abatement of rent or affecting any ofTenant’s obligations under this Sublease:

(a)                                  Fromtime to time, with prior notice to Tenant and during usual business hours, toinspect the Premises or to exhibit them to persons having a legitimate interestat any time during this Sublease Term.

(b)                                 Todecorate, remodel, repair, alter or otherwise prepare the Premises forreoccupancy at any time after Tenant vacates or abandons the Premises.

19.                                 DEFAULTS.  Tenant further agrees that any one or more ofthe following events shall be considered Events of Default:

(a)                                  Tenantis adjudged an involuntary bankrupt, or a decree or order approving, asproperly filed, a petition or answer filed against Tenant asking forreorganization of Tenant under the Federal bankruptcy laws as now or hereafteramended, or under the laws of any State, shall be entered, and any such decreeor judgment or order shall not have been vacated or stayed within sixty (60)days from the date of the entry or granting thereof;

(b)                                 Tenantfiles, or admits the jurisdiction of the court and the material allegationscontained in, any petition in bankruptcy, or any petition pursuant orpurporting to be pursuant to the Federal bankruptcy laws as now or hereafteramended, or Tenant shall institute any proceedings for relief of Tenant underany bankruptcy or insolvency laws or any laws relating to the relief ofdebtors, readjustment of indebtedness, reorganization, arrangements,composition or extension;

(c)                                  Tenantmakes an assignment for the benefit of creditors or applies for or consents tothe appointment of a receiver for Tenant or any of the property of Tenant;

(d)                                 Tenantadmits in writing its inability to pay its debts as they become due;

(e)                                  Adecree or order appointing a receiver of the property of Tenant is made, andsuch decree or order shall not have been vacated, stayed, or set aside withinsixty (60) days from the date of entry or granting thereof;

(f)                                    Tenantabandons the Premises during the Terms hereof;

(g)                                 Tenantdefaults in any payment of Rent required to be made by Tenant hereunder whendue as herein provided and such default shall continue for five (5) days afternotice thereof in writing to Tenant;

(h)                                 Tenantshall default in securing insurance or in providing evidence of insurance asset forth in *Section 9* of thisSublease or shall default with respect to lien claims as set forth in *Section 17* of this Sublease and eithersuch default shall continue for five (5) days after notice thereof in writingto Tenant;

(i)                                     Tenantshall, by its act or omission to act, cause a default under the Prime Lease,and such default, if curable, is not cured within the time, if any, permittedfor such cure under the Prime Lease; or

(j)                                     Tenantdefaults in any of the other agreements contained to be kept, observed, andperformed by Tenant, and such default shall continue for thirty (30) days afternotice thereof in writing to Tenant.

20.                                 REMEDIES.  Upon the occurrence of any one or more eventsof default, Landlord may exercise any remedy against Tenant which PrimeLandlord may exercise for default by Landlord under the Prime Lease orotherwise available herein, at law, in equity or otherwise including, withoutlimitation, termination of this Sublease. 

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If Tenant is indefault, upon demand, Tenant shall surrender possession and vacate the Premisesimmediately and deliver possession thereof to the Landlord, and Landlord maythen or at any time thereafter re-enter and take complete and peacefulpossession of the Premises, with or without process of law, full and completelicense so to do being hereby granted to the Landlord, and Landlord may removeall occupants and property therefrom, without being deemed in any manner guiltyof trespass, eviction or forcible entry and detainer and without relinquishingLandlord’s right to Rent or any other right given to Landlord hereunder or byoperation of law.  Tenant shall pay allof Landlord’s costs, charges and expenses, including court costs and attorneys’fees, incurred in enforcing Tenant’s obligations under this Sublease or incurredby Landlord in any litigation, negotiation or transactions in which Tenantcauses the Landlord, without Landlord’s fault, to become involved orconcerned.  In addition to all otherrights and remedies available to Landlord for an default by Tenant, Landlordmay enforce the provisions of this Sublease and may enforce and protect therights of Landlord hereunder by a suit or suits in equity or at law for thespecific performance of any covenant or agreement contained herein, Landlordnot being required to prove special damages, it being hereby stipulated thatlegal remedies would be inadequate, and for the enforcement of any otherappropriate legal or equitable remedy, including without limitation (i)injunctive relief, and (ii) any other damages incurred by Landlord by reason ofTenant’s default under this Sublease.

21.                                 COMMUNICATIONS.  All notices, demands, requests, consents,approvals, agreements, or other communications (“Communications”) that may orare required to be given by either party to the other under this Sublease shallbe in writing and shall be deemed given when received or refused if sent byUnited States registered or certified mail, postage prepaid, return receiptrequested, or if sent by overnight commercial courier service (a) if to Tenant,addressed to Tenant at the Premises or at such other place as Tenant may fromtime to time designate by notice in writing to Landlord or (b) if to Landlord,addressed to Landlord at Daniel P. Gorey, c/o Quixote Corporation, 11th Floor, 35 East Wacker Drive, Chicago, Illinois60601, with a copy to Holland & Knight LLP, 131 South Dearborn Street, 30th Floor, Chicago, Illinois 60603,Attention:  Anthony L. Frink, or at suchother place as Landlord may from time to time designate by notice to Tenant.  Each party agrees to deliver promptly a copyof each Communication from the other party to Prime Landlord, and to deliverpromptly to the other party, a copy of any Communications received from PrimeLandlord, that affect this Sublease. Such copies shall be delivered by commercial courier for delivery on thenext business day.  Attorneys forLandlord and Tenant are authorized to give notices for and on behalf of suchparties.

22.                                 PROVISIONSREGARDING SUBLEASE.  This Sublease andall the rights of parties hereunder are subject and subordinate to the PrimeLease.   Each party agrees that it willnot, by its act or omission to act, cause a default under the Prime Lease.  In furtherance of the foregoing, the partieshereby confirm, each to the other, that it is not practical in this Sublease toenumerate all of the rights and obligations of the various parties under thePrime Lease and to specifically allocate those rights and obligations in thisSublease.  Accordingly, in order toafford to Tenant the benefits of this Sublease and of those provisions of thePrime Lease that by their nature are intended to benefit the party inpossession of the Premises, and in order to protect Landlord against a defaultby Tenant that might cause a default or event of default by Landlord under thePrime Lease, the parties agree:

A.                                   ProvidedTenant shall timely pay all Rent when due under this Sublease, Landlord shallpay, when due, within any applicable cure periods, all rent and other changespayable by Landlord to Prime Landlord under the Prime Lease.

B.                                     Exceptas otherwise expressly provided herein, Landlord shall perform its covenantsand obligations under the Prime Lease that do not require possession of thePremises for their performance and that are not otherwise to be performedhereunder by Tenant on behalf of Landlord. For example, Landlord shall at all times keep in full force and effectall insurance required of Landlord as tenant under the Prime Lease unless thatrequirement is waived in writing by Prime Landlord.

C.                                     Exceptas otherwise expressly provided herein, Tenant shall perform all affirmativecovenants and shall refrain from performing any act that is prohibited by thenegative covenants of the Prime Lease, where the obligation to perform orrefrain from performing is by its nature imposed upon the party in possessionof the Premises.  If practicable, Tenantshall perform affirmative covenants that are also covenants of Landlord underthe Prime Lease at least five (5) days prior to the date when Landlord’sperformance is required under the Prime Lease. Landlord shall have the right to enter the Premises to cure any defaultby Tenant under this *Sub-Section 25(C).*

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D.                                  Landlordshall not agree to any amendment to the Prime Lease that might have an adverseeffect on Tenant’s occupancy of the Premises or its use of the Premises fortheir intended purpose, unless Landlord shall first obtain Tenant’s priorapproval.

E.                                      Landlordgrants to Tenant the right to receive all of the services and benefits withrespect to the Premises that are to be provided by Prime Landlord under thePrime Lease.  Unless required pursuant tothis Sublease, Landlord shall have no duty to perform any obligations of PrimeLandlord that are, by their nature, the obligation of an owner or manager of realproperty.  Landlord shall have noresponsibility for or be liable to Tenant for any default, failure or delay onthe part of Prime Landlord in the performance or observance by Prime Landlordof any of its obligations under the Prime Lease, nor shall such default,failure or delay by Prime Landlord affect this Sublease or waive or defer theperformance of any of Tenant’s obligations hereunder except to the extent thatsuch default by Prime Landlord excuses performance by Landlord as tenant underthe Prime Lease.  Notwithstanding theforegoing, the parties contemplate that Prime Landlord will perform itsobligations under the Prime Lease and in the event of any default or failure ofsuch performance by Prime Landlord, Landlord agrees that it will, upon noticefrom Tenant, make demand upon Prime Landlord to perform its obligations underthe Prime Lease.

23.                                 ADDITIONALSERVICES. Landlord shall cooperate with Tenant to cause Prime Landlord toprovide services required by Tenant in addition to those otherwise required tobe provided by Prime Landlord under the Prime Lease (such as after hoursheating or cooling). Tenant shall pay Prime Landlord’s charge for thoseservices promptly after having been billed by Prime Landlord or by Landlord. Ifat any time a charge for the additional services is attributable to the use ofthe services both by Landlord and by Tenant, the cost shall be equitablydivided between them.

24.                                 PRIMELANDLORD’S CONSENT.  This Sublease andthe obligations of the parties under it are expressly conditioned uponLandlord’s obtaining Prime Landlord’s consent to this Sublease. Tenant shallpromptly deliver to Landlord any information reasonably requested by PrimeLandlord (in connection with Prime Landlord’s approval of this Sublease) withrespect to the nature and operation of Tenant’s business, the financialcondition of Tenant, or both. Landlord and Tenant agree, for the benefit ofPrime Landlord, that this Sublease and Prime Landlord’s consent hereto shallnot: (a) create privity of contract between Prime Landlord and Tenant; (b) bedeemed to have amended the Prime Lease in any regard (unless Prime Landlordshall have expressly agreed to the amendment); or (c) be construed as a waiverof Prime Landlord’s right to consent to any assignment of the Prime Lease byLandlord or any further subletting of premises leased pursuant to the PrimeLease, or as a waiver of Prime Landlord’s right to consent to any assignment byTenant of this Sublease or any sub-subletting of all or any part of thePremises. Prime Landlord’s consent shall, however, be deemed to evidence PrimeLandlord’s agreement that Tenant may use the Premises for Tenant’s Use andTenant shall be entitled to any waiver of claims and of the right ofsubrogation for damage to Prime Landlord’s property if and to the extent thatthe Prime Lease provides such waivers for the benefit of Landlord. If PrimeLandlord fails to consent to this Sublease within five (5) days after theexecution and delivery of this Sublease, either party may terminate this Subleaseby giving notice to the other at any time thereafter, but before Prime Landlordgrants consent.

25.                                 BROKERAGE.  Each party warrants to the other that it hashad no dealings with any broker or agent in connection with this Sublease.  Each party agrees to indemnify the otherparty from and against any and all costs (including reasonable attorneys’fees), expense or liability for any compensation, commissions and chargesclaimed by any broker or other agent with respect to this Sublease or its negotiationthereof on behalf of the party through whom the claim is made.

26.                              DEFINITIONSAND CONSTRUCTION.

A.                                   Thewords “including,” “include,” or “includes” or words of similar import shallnot, unless otherwise provided, be construed as words of limitation.

B.                                     Thephrase “not unreasonably withheld” means “not unreasonably withheld, delayed,or conditioned”.

C.                                     “Indemnify”includes indemnify, hold harmless, and defend against any loss, liability,claim, charge, cost, or expense (including reasonable legal fees and expenses).

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27.                              ADDITIONAL PROVISIONS.

A.                                 Timeof the Essence. Time is of the essence of this Sublease and each and everyprovision hereof.

B.                                   Non-Waiver.No action or failure to act by any party hereto shall constitute a waiver ofany right or duty afforded to such party under this Sublease, nor shall anysuch action or failure to act constitute an approval of, or acquiescence in,any breach hereof except as may be specifically agreed in writing. Acceptanceof any amounts due hereunder by Landlord at any time when the Tenant is indefault under any covenant or condition hereof shall not be construed as awaiver of such default.

C.                                   EntireAgreement. This Sublease represents the entire agreement of the parties withrespect to the subject matter hereof. This Sublease may not be changed,modified or rescinded, and no provision hereof may be waived, except by writtenconsent of the parties, and any attempt at an oral modification of thisSublease shall be void and have no effect.

D.                                  Captions.The captions contained herein are for reference purposes only and shall not, inany way, affect any of the meaning or interpretation of the terms of thisSublease.

E.                                    Severability.In the event that any provision of this Sublease, or the application thereof toany person or circumstance, shall, to any extent, be invalid or unenforceable,the remainder of this Sublease shall not be affected thereby and each provisionof this Sublease shall be valid and enforceable to the fullest extent permittedby law, unless either party is substantially deprived of its consideration forentering into this transaction.

F.                                    Recording.  Neither this Sublease, nor any memorandum,affidavit or other writing with respect to this Sublease, shall be recorded byTenant or by anyone acting through, under or on behalf of Tenant, and therecording thereof in violation of this provision shall make this Sublease nulland void at Landlord’s election.

G.                                   Counterparts.This Sublease may be executed in multiple counterparts. All counterparts, collectively,shall be deemed to constitute one and the same instrument and each counterpartshall be deemed an original.

H.                                  Facsimile.A facsimile copy of this Sublease containing facsimile signatures shallconstitute a valid and binding counterpart of this Sublease.

I.                                       Successorsand Assigns. The terms and provisions of this Sublease shall be binding uponand inure to the benefit of the parties and their respective heirs, directors,shareholders, officers, legal representatives, successors and assigns but thisprovision shall not operate to permit any transfer, assignment, mortgage,encumbrance, lien, charge, or subletting contrary to the provisions of *Section 10*.

J.                                      Deliveryfor Examination. Submission of this Sublease for examination shall not bindLandlord in any manner, and no sublease or obligations of the Landlord shallarise until both Landlord and Tenant sign this instrument and delivery is madeto each.

K.                                  DefaultInterest; Late Payments. All amounts (including, without limitation, Base Rentand Additional Rent) owed by Tenant to Landlord pursuant to any provision ofthis Sublease shall bear interest from the date due until paid at the annualrate equal to the greater of (a) twelve percent (12%) per annum and (b) fivepercentage points (5%) in excess of the rate of interest announced from time totime by Bank of America or any successor thereto, as its corporate base rate,changing as and when said corporate base rate changes, unless a lesser rateshall then be the maximum rate permissible by law with respect thereto, inwhich event said lesser rate shall be charged. In addition, to the extent notprohibited by law, if any payment of Rent is not received by Landlord withinfive (5) days after the date due, then Tenant shall pay Landlord a late chargeequal to five percent (5%) of the amount of said delinquent payment.

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L.                                    Applicationof Payments. Landlord shall have the right to apply payments received fromTenant pursuant to this Sublease (regardless of Tenant’s designation of suchpayments) to satisfy any obligations of Tenant hereunder, in such order andamounts, as Landlord in its sole discretion, may elect.

M.                               Landlord.The term “Landlord” as used in this Sublease means only the owner or owners atthe time being of Landlord’s interest in the Prime Lease so that in the eventof any assignment once or successively, of Landlord’s interest in the PrimeLease, said Landlord making such assignment shall be and hereby is entirelyfreed and relieved of all covenants and obligations of Landlord hereunder accruingafter such assignment, and Tenant agrees to look solely to such assignee withrespect thereto. This Sublease shall not be affected by any such assignment,and Tenant agrees to attorn to the assignee.

N.                                  Tenant-Corporation.Each party represents and warrants to the other that this Sublease has beenduly authorized, executed and delivered by and on behalf of the each party.

O.                                    Environmental.

(a).                               Landlordwarrants to Tenant that to the best knowledge of Landlord, the Premises, theBuilding, and the Property are free and clear of Hazardous Materials, except tothe extent such use of Hazardous Materials is in compliance with all applicablelaw.  For the purposes of this Sublease,“Hazardous Materials” means substances regulated under federal law or by thelaws of the state or municipality in which the Premises are located, andincluding but not limited to asbestos, radioactive and petroleum-relatedproducts.  Tenant shall not beresponsible for any Hazardous Materials located on the Premises or the Buildingat the time Landlord delivers possession of the Premises to Tenant.

(b)                                 Landlordagrees to indemnify, defend and hold harmless Tenant, its representatives,agents and employees (collectively, the “Tenant Indemnitees”) from and againstany and all debts, liens, claims, causes of action, administrative orders ornotices, costs, personal injuries, losses, damages, liabilities, demands,interest, fines, penalties or expenses, including reasonable attorneys’ feesand expenses, reasonable consultants’ fees and expenses, court costs and allother out-of-pocket expenses, suffered or incurred by the Tenant Indemniteesresulting from actions or omissions at any time prior to, during, or after theTerm related to any handling, releasing, storage, insertion or any other mannerof Hazardous Material in, upon or under the surface of the Premises or theProperty or in any surface waters or ground waters on or under the Property orany migration off the Property, unless caused by the acts or omissions ofTenant, its representatives, agents or employees.  Landlord’s obligations under this sectionshall survive the expiration or termination of this Sublease.

[signatures on followingpage]

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The parties have executed this Sublease the day andyear first above written.
| LANDLORD:      |                                                             |
|----------------|------------------------------------------------------------------|
|           |                                                             |
|           | U.S. Traffic  Corporation f/k/a Green Light Acquisition Company, |
|           | a Delaware company                                               |
|           |                                                             |
| By:            | /s/ Daniel P. Gorey                                              |   |   |
| Printed Name:  | Daniel P. Gorey                                                  |   |   |
| Printed Title: | Vice President                                                   |   |   |
|           |                                                             |
|           | TENANT:                                                          |
|           |                                                             |
|           | National Signal, Inc.                                            |
|           |                                                             |
| By:            | /s/Mark Fernandez                                                |   |   |
| Printed Name:  | Mark Fernandez                                                   |   |   |
| Printed Title: | President                                                        |   |   |
|                |                                                                  |  |  |  |  |  |  |  |  |  |  |  |

 

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