EX-4.54



 





EXHIBIT 4.54




STANDARD COURT EAST AND WEST




AGREEMENT OF LEASE




Valmet Automotive (USA) — Suite W-7




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	 	Page	 
	Section
	 	1.	 	Certain Defined Words or Phrases	 	 	1	 
	Section
	 	2.	 	The Premises	 	 	2	 
	Section
	 	3.	 	The Term	 	 	2	 
	Section
	 	4.	 	Rental	 	 	2	 
	Section
	 	4.1.	 	Basic Rent	 	 	2	 
	Section
	 	4.2.	 	Deposit	 	 	2	 
	Section
	 	4.3.	 	Real Estate Taxes	 	 	3	 
	Section
	 	4.4.	 	Common Area Expense	 	 	4	 
	Section
	 	4.5.	 	Additional Rent	 	 	4	 
	Section
	 	4.6.	 	Adjustment of Proportionate Share	 	 	4	 
	Section
	 	5.	 	Permitted Use and Continued Occupancy	 	 	4	 
	Section
	 	6.	 	Common Areas	 	 	4	 
	Section
	 	7.	 	Assignment and Subletting	 	 	5	 
	Section
	 	8.	 	Repairs	 	 	6	 
	Section
	 	9.	 	Utilities	 	 	7	 
	Section
	 	10.	 	Compliance with Rules, Ordinances, etc.	 	 	7	 
	Section
	 	11.	 	Tenant Alterations and Window Restrictions	 	 	9	 
	Section
	 	12.	 	Insurance	 	 	10	 
	Section
	 	13.	 	Changes to Center	 	 	12	 
	Section
	 	14.	 	Fire or Other Casualty	 	 	12	 
	Section
	 	15.	 	Signs	 	 	13	 






 









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	 	Page	 
	Section
	 	16.	 	Eminent Domain	 	 	13	 
	Section
	 	17.	 	Trade Fixtures	 	 	13	 
	Section
	 	18.	 	Right of Entry	 	 	13	 
	Section
	 	19.	 	Surrender	 	 	14	 
	Section
	 	20.	 	Curing the Tenant’s Defaults	 	 	14	 
	Section
	 	21.	 	Responsibility of the Tenant	 	 	14	 
	Section
	 	22.	 	Subordination and Attornment	 	 	15	 
	Section
	 	23.	 	Defaults by the Tenant	 	 	15	 
	Section
	 	24.	 	Notices	 	 	18	 
	Section
	 	25.	 	Tenant’s Certificate	 	 	18	 
	Section
	 	26.	 	The Landlord	 	 	19	 
	Section
	 	27.	 	The Tenant	 	 	19	 
	Section
	 	28.	 	Entire Agreement	 	 	19	 
	Section
	 	29.	 	Headings	 	 	20	 
	Section
	 	30.	 	Applicable Law	 	 	20	 
	Section
	 	31.	 	Acceptance of the Premises	 	 	20	 
	Section
	 	32.	 	Tenant Authority	 	 	20	 
	Section
	 	33.	 	Waiver of Jury Trial	 	 	20	 
	Section
	 	34.	 	Brokers	 	 	21	 
	Section
	 	35.	 	Renewal Term	 	 	21	 
	 
	 	 	 	Signature Page	 	 	21	 






Exhibits




	 	 	 
	EXHIBIT A

	 	Drawing of Center and Premises*
	 
	 	 
	EXHIBIT B

	 	Landlord’s Work*
	 
	 	 
	EXHIBIT C

	 	Rules and Regulations*
	 
	 	 
	EXHIBIT D

	 	Basic Rent Schedule




* The Exhibits of this Agreement are not being filed as Telvent,
GIT, S.A. has determined that they are
immaterial. A copy of the omitted exhibits will be furnished by
Telvent GIT, S.A. to the Commission upon request of the Commission.


ii









 





STANDARD COURT EAST AND WEST




AGREEMENT OF LEASE




          THIS AGREEMENT OF LEASE, (this “Lease”) made this 9th day of November, 1998 between MARTIN S.
HIMELES, SR. T/A STANDARD COURT EAST AND WEST (herein “Landlord”), and VALMET AUTOMOTIVE (USA)
(herein “Tenant”),




          WITNESSETH, THAT FOR AND IN CONSIDERATION of the rents, and of the mutual covenants and
agreements of the parties hereto, as are hereinafter set forth, Landlord and Tenant do hereby agree
as follows:




          SECTION 1. Certain Defined Words and Phrases. As used herein, the words or phrases:




          1.1. “Basic Rent” means the annual sum of $49,872.00, payable in equal consecutive monthly
installments of $4,156.00 each, for the first year only. See Exhibit D for years two and three.




          1.2. “Building” shall mean the west building of the Center, shown on Exhibit A, which Building
is located at 9160 Red Branch Road; Columbia, Maryland 21045.




          1.3. “Center” means that certain office/warehouse development commonly known as Standard Court
East and West and located at 9160 Red Branch Road; Columbia, Maryland, which Center is shown on
Exhibit A.




          1.4. “Deposit” means the sum of $9,082.00, of which amount $4,541.00 shall constitute payment
by Tenant of the Basic Rent due hereunder for the first full month of the Term and the balance
thereof in the amount of $4,541.00 shall be applied as provided in Section 4.2.




          1.5. “Landlord’s Work” shall mean the work to be performed by Landlord at its cost to prepare
the Premises for the occupancy of Tenant as described in Exhibit B.




          1.6. “Permitted Use” means office and warehouse.




          1.7. “Premises” means that portion of the Building in the Center leased by Tenant from
Landlord and shown cross-hatched on Exhibit A, containing the agreed upon equivalent of 5,115±
square feet of rentable area, shown as space number W-7.




 









 






          1.8. “Tenant Notice Address” means:



Valmet Automotive (USA) c/o

Standard Court West 9160 Red

Branch Road

Columbia, Maryland 21045




          1.9. Tenant’s “Proportionate Share” means nine percent (9%).




          1.10. “Term” means a period of three (3) years commencing on the first day of February,
1999, or if no date is herein set forth, then on the date established pursuant to Section 3
hereof. At Landlord’s option, Tenant shall be permitted to occupy and take possession of the
Premises prior to the commencement date set forth herein, in which event Tenant’s obligations
hereunder (including without limitation, its payment of rental and other charges) shall commence
as of the date of Tenant’s actual occupancy of the Premises.




          SECTION 2. The Premises. The Landlord hereby leases to the Tenant and Tenant rents
from the Landlord the Premises, located in the Building within the Center.




          SECTION 3. The Term. If the term of this Lease shall commence upon a date other
than that which is specified in Section 1.10 hereof, the parties hereto shall enter into a
supplementary agreement, setting forth the dates of such commencement and termination.




          SECTION 4. Rental. Tenant covenants and agrees to pay to Landlord during the Term,
as rental for the Premises, the following:




          4.1. Basic Rent. The Basic Rent shall be payable in equal monthly installments in
advance on the first (1st) day of each full calendar month during the Term, without any
deduction or setoff whatsoever, and without demand. If the Tenant fails to pay the rental by
such date, a late fee of five percent (5%) of the rental then due may be assessed at the option
of the Landlord. The first monthly payment shall include any prorated Basic Rent for the period
from the date of Tenant’s possession of the Premises prior to the commencement of the Term to
the first day of the Term.




          4.2. Deposit. Landlord hereby acknowledges receipt from Tenant of the Deposit. In
no instance shall the amount of such Deposit be considered a measure of liquidated damages. All
or any part of the said Deposit may be applied by Landlord in total or partial satisfaction of
any default by Tenant. The application of all or any part of the Deposit to any obligation or
default of Tenant under this Lease shall not deprive Landlord of any other




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rights or remedies Landlord may have nor shall such application by Landlord constitute a waiver by
Landlord. If all or any part of the Deposit is applied to an obligation of Tenant hereunder,
Landlord shall have the right to call upon Tenant to restore the said Deposit to its original
amount by giving notice to Tenant and Tenant shall immediately restore such Deposit by payment
thereof to Landlord. It is understood and agreed that should Landlord convey its interest under
this Lease, said Deposit may be turned over by Landlord to Landlord’s grantee or transferee, and
upon any such delivery of the Deposit, Tenant hereby releases Landlord herein named of any and all
liability with respect to the Deposit, its application and return, and Tenant agrees to look
solely to such grantee or transferee, and it is further understood that this provision shall also
apply to subsequent grantees and transferees. Landlord will return the balance of said Deposit not
previously applied as provided herein, within thirty (30) days after expiration of the Term. No
interest shall be paid to Tenant on the Deposit.




          4.3. Real Estate Taxes. Landlord shall pay all Taxes levied upon or assessed against
the land and improvements comprising the Center, and the appurtenances thereto during the Term of
this Lease. In the event that said Taxes payable by Landlord shall be increased in any tax year
during the Term of this Lease, over the amount of such Taxes due and payable for the tax year in
which the Term of this Lease shall commence, Tenant shall pay to Landlord, as additional rent, its
Proportionate Share of such tax increase. The term “Taxes” shall be defined as (1) all real estate
and other ad valorem taxes, including, without limitation, Columbia Park and Recreation
Association charges, general and special assessments (including paving assessments), real estate
rental, receipt or gross receipt tax or any other tax on Landlord (excluding Landlord’s income
taxes), now or hereafter imposed by any Federal, state or local taxing authority and whether as a
substitution for or in addition to the present method of real property taxation currently in use,
(2) costs of attorney’s and appraiser’s fees if necessary incurred in connection with any
negotiation, contest or appeal pursued by Landlord in an effort to reduce taxes, and (3) any
metropolitan district water and sewer charges and other governmental charges which customarily are
part of the real estate tax bill issued by governmental authorities charged with said
responsibility.




          Taxes shall be adjusted on a proportionate basis for any period which shall be less than a
Tax Year. Tax Year shall be the year so established by the governmental authority charged with
said responsibility. Landlord agrees, upon Tenant’s written request, to provide Tenant with a copy
of the tax bill and the calculation of Tenant’s share thereof within a reasonable period of time.
Tenant agrees to pay its proportionate share of taxes within ten (10) days after written request
therefore by Landlord, and further agrees, in




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lieu thereof, at the prior request of Landlord, to pay same in equal monthly installments in such
amounts as are estimated and billed for each tax year by Landlord, at the commencement of the term
and at the beginning of each successive tax year, such sum as shall be reasonably requested by
Landlord for each month with appropriate adjustment being made at the end of each tax year.




          4.4. Common Area Expense. In each lease year, Tenant will pay to Landlord its
Proportionate Share of Common Area Expense, at the time and in the manner provided in the last
sentence of Section 4.3 hereof. The term “Common Area Expense” shall mean the total cost and
expense incurred by Landlord in the operation, maintenance, upkeep, landscaping and repair of
common areas of the Center, and all areas, space, equipment, facilities and improvements, thereon
and services therein, including, but not by way of limitation, operation of the areas and services
described in Articles 6 and 9 hereof. In addition, but not as part of the Common Area Expense,
Tenant shall pay its Proportionate Share of the reasonable administrative charges and overhead of
Landlord.




          4.5. Additional Rent. Tenant’s Proportionate Share of the expenses described in
Sections 4.3, and 4.4 hereof, together with any other charges, costs or expenses due and payable
from Tenant as set forth in this Lease, shall be deemed additional rent and shall be paid within
ten (10) days after written request thereafter by Landlord.




          4.6. Adjustment of Proportionate Share. In the event that Landlord, in Landlord’s
sole discretion, elects to construct additional buildings (“Additional Building”) within the
Center, Landlord shall have the right by written notice to Tenant, to adjust Tenant’s
Proportionate Share. Said adjustment shall be made by adding to the rentable area of the Building
the rentable area of the Additional Building upon substantial completion thereof, and by dividing
said total into the rentable area of the Premises. Appropriate pro ration shall be made for any
partial period of a lease year resulting from said adjustment.




          SECTION 5. Permitted Use and Continued Occupancy.




          The Premises shall be used and occupied continuously and without interruption for the
Permitted Use and for no other use or purpose; and in no event shall same be used in any way
which may be violative of any certificate of occupancy or other governmental requirements or
restrictions of record.




          SECTION 6. Common Areas. During the Term of this Lease, Tenant shall be entitled to
the non-exclusive use, free of charge, but in common with others, of the driveways, footways, and
parking areas presently existing, provided that such use shall be subject to such reasonable
rules and regulations as Landlord may from time




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to time prescribe; and provided further that Landlord shall at all times have full and exclusive
control, management and direction of said driveways, footways, and parking areas. Landlord shall
further have the right to police them; to restrict parking by Tenants, their officers, agents and
employees; to close temporarily all or any portion of the parking areas or facilities as may be
required for proper maintenance and/or repair; to discourage non-customer parking; and to do and
perform such other acts in and to such areas as, in the use of its business judgment, the Landlord
shall determine to be advisable in order to improve or make more convenient the use thereof by
tenants, their officers, agents, employees and customers. Tenant shall be responsible for taking
all reasonable measures to ensure that its customers, guests and other invitees comply with the
rules and regulations applicable to the common areas and refrain from loitering in, or damaging
the common areas. Landlord may from time to time change the location, layout and arrangement of
the parking areas, driveways and footways and reduce them by erecting thereon buildings or other
structures or improvements of any kind including, but not limited to, extensions to the Center and
modifications to the Building; provided that the convenience of parking facilities available to
Tenant shall not be substantially prejudiced thereby; and provided further that there shall at all
times be provided such parking facilities as meet local governmental requirements. Landlord shall
provide reasonable illumination for the aforesaid driveways, footways and parking areas, and will
keep them in reasonable repair and reasonably free of litter and snow.




          SECTION 7. Assignment and Subletting. Tenant shall not assign this Lease in whole or
in part, nor sublease all or any part of the Premises, nor permit other persons to occupy said
Premises or any part thereof, nor grant any license or concession for all or any part of said
Premises, without the prior written consent of Landlord in each instance, which consent may be
granted or withheld in the sole and absolute discretion of Landlord. Any consent by Landlord to
an assignment or subletting of this Lease shall not constitute a waiver of the necessity of such
consent as to any subsequent assignment or subletting and shall not relieve Tenant of liability
hereunder. An assignment for the benefit of Tenant’s creditors or otherwise by operation of law
shall not be effective to transfer or assign Tenant’s interest under this lease unless Landlord
shall have first consented thereto in writing. If any partnership interest or corporate shares of
stock of Tenant are transferred by sale, assignment, bequest, inheritance, operation of law or
otherwise, so as to result in a change of the voting control of Tenant by those owning a majority
of the partnership interest or corporate shares of Tenant as of the date hereof, Tenant shall so
notify Landlord of said change. Landlord may terminate this Lease at any time after any such
change of control by giving Tenant ninety (90) days prior written notice thereof, but said
cancellation shall not relieve Tenant of liability hereunder.




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Tenant shall be responsible for all of Landlord’s attorneys fees and other reasonable costs
incurred in negotiating and consultation concerning any proposed assignment or subletting, and in
the preparation, drafting, review and negotiation of any assignment or subletting documents.
Although Landlord may withhold its consent, in its sole discretion, to any proposed assignment or
sublease, Landlord’s approval of any such proposed assignment or sublease shall be conditioned on
use of Landlord’s form documents and payment by Tenant on demand of Landlord’s related attorneys
fees and other reasonable costs.




          SECTION 8. Repairs.




          8.1. Landlord shall keep and maintain the roof, structural and exterior portions of the
Premises (exclusive of doors, windows, and glass) in repair, provided that Tenant shall give
Landlord written notice of the necessity for such repairs, and provided that the damage thereto
shall not have been caused by Tenant, its agents, contractors, or employees, in which event Tenant
shall be responsible therefor and shall promptly make repairs thereto. Except as expressly set
forth in this subsection, Landlord shall have no liability or obligation for repair or maintenance
of the Premises, or any part thereof; nor shall Landlord have any liability to replace, repair or
maintain any electrical, plumbing, heating, air conditioning or other mechanical installation.




          8.2. Tenant shall provide and maintain its own janitorial services for the interior of the
Premises, and shall otherwise keep the interior of the Premises together with all electrical,
plumbing, heating, air conditioning and other mechanical installations and equipment used by or
in connection with the Premises, in good order, replacement and repair (and any replacement or
repair shall be of equal or better quality than that originally delivered or shall be as
reasonably specified by Landlord), and promptly replace any doors, windows and plate glass which
may be broken or damaged with material of like kind and quality, and surrender the Premises at
the expiration of the Term in as good condition as when received except for ordinary wear and
tear and damage by fire or other casualty included in the extended coverage endorsement to
Landlord’s fire insurance policies. Tenant will not overload the electrical wiring and will not
install any additional electrical wiring or plumbing unless it has first obtained Landlord’s
written consent thereto, and, if such consent is given, Tenant will install them at its own cost
and expense. Tenant will repair promptly, at its own expense, any damage to the Premises caused
by bringing into the Premises any property for Tenant’s use, or by the installation, use or
removal of such property, regardless of fault or by whom such damage shall be caused unless
caused by Landlord, its agents, employees or contractors. In furtherance of that above, Tenant
covenants and




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agrees to obtain a maintenance, repair and service contract on the HVAC system, said contract to
be on such terms and with such company as shall be approved reasonably by Landlord and delivered
to Landlord within thirty (30) days after commencement of the Term. Landlord shall not be
responsible for any loss by Tenant for water damage due to any cause including by way of
illustration and not of limitation leaks or bursts of the plumbing, pipes or roof, or damage due
to the sprinkler system or other fire protection/extinguishment apparatus.




          8.3. In the event Tenant shall not proceed promptly and diligently to make any repairs or
perform any obligation imposed upon it by the preceding subsections, or within forty-eight (48)
hours after receiving written notice from Landlord to make such repairs or perform such
obligation, then and in such event Landlord may, at its option, enter the Premises and do and
perform the things required or specified in said notice, without liability on the part of
Landlord for any loss or damage resulting from any such action by Landlord, and Tenant agrees to
pay promptly upon demand any cost or expense incurred by Landlord in taking such action.




          SECTION 9. Utilities. Tenant shall reimburse Landlord upon demand for Tenant’s
Proportionate Share of all utility charges not billed directly to Tenant. Tenant shall pay
promptly when due the charges for all utility services billed directly to Tenant, including but
without limitation, heat, electricity, telephone and, if available, gas. If Tenant defaults in
the payment of any such charges, Landlord may, at its option, pay them for Tenant’s account, in
which event Tenant shall promptly reimburse Landlord therefor. Landlord will provide and maintain
the necessary mains and electrical conduits to bring water and electricity to the Premises.
Landlord shall under no circumstances be liable to Tenant in damages or otherwise for any
interruption in service of electricity, water, gas, heat, telephone or air conditioning whether
caused by the making of any repairs or improvements in the Building, the Center or otherwise. The
cost of installing any meters, where necessary to measure Tenant’s consumption of said utilities,
shall be at the expense of Tenant.




          SECTION 10. Compliance with Rules, Ordinances, etc.




          10.1. The Tenant shall, throughout the Term, at the Tenant’s sole cost and expense, promptly
comply with all laws, ordinances, notices, orders, rules, regulations and requirements of or made
by any and all federal, state or municipal governments or the appropriate departments,
commissions, boards and officers thereof, as well as any and all notices, orders, rules and
regulations of the National Board of Fire Underwriters, or any other body now or hereafter
constituted and exercising similar functions, relating to all or any part of the Premises;
provided, however, that the Tenant shall not be required to take any




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affirmative action in order to comply with the foregoing laws, ordinances and notices with respect
to the exterior of any portion of the Building unless the need for such compliance arises out of
the Tenant’s use, manner of use or occupancy of, or installations within or upon, the Premises or
such portion of the Building. The Tenant shall likewise observe and comply with the requirements
imposed by any and all policies of public liability, fire and other insurance at any time in force
with respect to the Premises or with respect to the Building, any other improvements upon the
Premises, and/or equipment therein. The Tenant further agrees to comply with the use and occupancy
restrictions sometimes known as “Oakland Ridge Industrial Park Restrictions,” which are recorded
among the Land Records of Howard County, Maryland in Liber 481, folio 348, as well as the rules
and regulations established by the Architectural Committee pursuant to the Oakland Ridge
Industrial Park Restrictions. Tenant also shall comply with Landlord’s Rules and Regulations
attached hereto as Exhibit C.




          10.2. The term “Hazardous Substances” as used in this Lease shall mean pollutants,
contaminants, infectious waste, asbestos, radioactive materials, poly chlorinated biphenyls
(PCBs), toxic or hazardous wastes or any other substances, the removal of which is required or the
use of which is restricted, prohibited or penalized by any “Environmental Law”, which term shall
mean any federal, state or local law, rule, regulation or ordinance relating to pollution or
protection of the environment. Tenant hereby agrees that (a) no activity will be conducted on the
Premises that will produce any Hazardous Substance, except for such activities that are part of
the ordinary course of Tenant’s business activities (the “Permitted Activities”), provided said
Permitted Activities are conducted in accordance with all Environmental Laws and have been
approved in advance in writing by Landlord; (b) the Premises will not be used in any manner for
the storage of any Hazardous Substances except for the temporary storage of such materials that
are used or produced in the ordinary course of Tenant’s business (the “Permitted Materials”)
provided such Permitted Materials are properly stored in a manner and location and are properly
disposed of in a manner meeting all Environmental Laws and approved in advance in writing by
Landlord; (c) upon Landlord’s request, Tenant shall provide Landlord with evidence satisfactory to
Landlord that Tenant is complying with all Environmental Laws regarding the storage, cleanup and
disposal of Permitted Materials; and (d) Tenant will not permit any Hazardous Substances to be
brought onto the Premises (except for the Permitted Materials), and if so brought or found located
thereon, the same shall be immediately removed, all required cleanup and disposal procedures shall
be diligently undertaken in accordance with all Environmental Laws and Tenant shall provide
Landlord with evidence satisfactory to Landlord of Tenant’s compliance with all Environmental
Laws. If at any time during or after the Term, the Premises is found to be contaminated with
Hazardous Substances or




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Tenant’s use of the Premises results in a violation or alleged violation of any Environmental
Law, Tenant agrees to indemnify, hold harmless, protect and (at Landlord’s election) defend
Landlord from all claims, demands, actions, liabilities, costs, expenses, damages and obligations
of any nature arising from or as a result of the use of the Premises by Tenant. The foregoing
indemnification shall survive the termination or expiration of this Lease.




          SECTION 11. Tenant Alterations and Window Restrictions.




          11.1 Tenant shall not paint or decorate, or make any alterations, additions or improvements
to the Building or to the Premises, or any part thereof, or affix any object to the exterior or
roof of the Building, without Landlord’s prior consent in each instance and should Landlord
consent, any such alteration, addition or improvement shall be of such design and quality as
Landlord deems appropriate and shall become part of the Building; provided, however, that Tenant
may make minor interior changes to the Premises which do not impair the structural strength of
the Building or in Landlord’s opinion do not reduce the value of the Building or Premises. Any
alterations, additions or improvements made by Tenant shall immediately become the property of
Landlord and shall remain upon the Premises or Landlord, at its election may require Tenant to
remove same and restore the Premises to their original condition, in which event Tenant shall
comply with such requirement prior to the expiration or other termination of this Lease. Tenant
shall not cut or drill into or secure any fixtures, apparatus or equipment of any kind in or to
any part of the Premises without first obtaining Landlord’s written consent. Tenant shall cause
to be removed within ten (10) days after notice thereof any lien, including any mechanic’s lien
asserted against work performed upon the Premises.




          11.2. Notwithstanding anything to the contrary in Section 11.1 or any other part of this
Lease, the Tenant acknowledges the Landlord’s intent to have all of the glass areas in the
Building present a uniform appearance from the exterior of the buildings, and therefore, the
Tenant agrees not to remove or obstruct from exterior view without the prior consent of the
Landlord any venetian blinds, shades or decorative glass area covering (the “window treatments”)
which may be furnished and installed by the Landlord, or to otherwise disrupt the uniformity of
the exterior appearance of the building. In connection with the foregoing, the Tenant agrees to
reimburse the Landlord for the cost of installing and furnishing said venetian blinds, shades,
or decorative glass area covering and further agrees that said window treatments shall remain
the property of the Landlord upon the termination of this Lease.




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          11.3. Nothing contained in this Section 11 or elsewhere in this Lease shall be deemed to be a
consent by Landlord to the filing of any lien upon the Premises or the Building due to Tenant’s
work and Tenant shall cause to be removed within ten (10) days after notice thereof any lien
including any mechanic’s lien asserted for work performed by Tenant upon the Premises and upon the
failure of Tenant to do so, Landlord may, at its option, bond, discharge or otherwise remove such
lien and hold Tenant responsible for all costs and expenses in connection therewith including
reasonable attorneys fees. Tenant shall indemnify, hold harmless and at Landlord’s option defend
against any injury of, loss by, claim from or damage to Tenant, any employee of Tenant or any
other person resulting from or arising out of or in connection with any alteration by Tenant or
any of Tenant’s improvements to the Premises. This indemnification shall be in addition to and not
in limitation of any other provisions of this Lease.




          SECTION 12. Insurance.




          12.1. At all times on or after delivery of the Premises to Tenant, Tenant, at the Tenant’s
sole cost and expense, shall maintain and keep in effect throughout the Term, primary and
non-deductible, public/comprehensive (commercial) liability insurance policies, including (but not
limited to) insurance against fire, assumed or contractual liability under this Lease against loss
or liability in connection with bodily injury or death or property damage or destruction in or
upon the Premises, or arising out of the ownership, occupancy, maintenance or use of the Premises,
the areas appurtenant thereto, or any portion of the Center by Tenant or its sublessees,
licensees, contractors, agents, employees, officers, invitees, visitors and guests, under such
general public, commercial comprehensive liability insurance policies to afford protection with
respect to personal injury, death or property damage, having such limits as to each as may be
reasonably required by the Landlord from time to time but in any event of not less than Two
Million Dollars ($2,000,000.00) per occurrence combined single limit and Three Million Dollars
($3,000,000.00) general aggregate per location. The Tenant specifically agrees to maintain, at its
expense, a primary and nondeductible all risk property and casualty insurance policy written at
replacement cost value and with replacement cost endorsement covering all of Tenant’s personal
property in the Premises, including, without limitation, inventory, fixtures, floor covering,
furniture and other property removable by Tenant under the provisions of this lease, leasehold
improvements installed in the Premises by or on behalf of Tenant, extended coverage, for theft,
vandalism, malicious mischief and sprinkler leakage insurance. Tenant assumes the risk of all loss
and damage, direct or indirect, resulting from said perils and will hold the Landlord harmless
from any claims therefor. The Tenant further agrees to maintain, at its expense, plate glass
insurance coverage on the entire demised




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premises and to assume the risk of loss or damage to said plate glass. All of the aforesaid
insurance policies shall name the Landlord, any other parties interest designated by Landlord
from time to time and the Tenant as the insured parties, and all such policies shall provide
that they shall not be cancelable without at least thirty (30) days’ prior written notice to the
Landlord. All policies required hereunder shall be issued by insurance companies of recognized
responsibility licensed to do business in Maryland.




          12.2. Tenant shall require any contractor of Tenant performing work in the Premises to
carry and maintain, at no expense to Landlord, a non-deductible: (a) public/comprehensive
(commercial) liability insurance policy, including (but not limited to) installation floaters,
contractor’s liability coverage, contractual liability coverage, completed operations coverage,
broad form property damage endorsement and contractor’s protective liability coverage of not
less than Three Million Dollars ($3,000,000.00) per occurrence combined single limit/Four
Million Dollars ($4,000,000.00) general aggregate (but not less than $3,000,000.00 per location
aggregate; (b) comprehensive automobile liability insurance policy with limits for each
occurrence of not less than One Million Dollars ($1,000,000.00 with respect to personal injury
or death and One Million Dollars ($1,000,000.00) with respect to property damage; and (c)
worker’s compensation insurance or similar insurance in form and amount required by law.




          12.3. All policies required under Section 12.1 and 12.2 shall provide that they shall not
be cancelable without at least thirty (30) days’ prior written notice to the Landlord. All
policies required hereunder shall be issued by insurance companies of recognized responsibility
licensed to do business in Maryland. At least five (5) days prior to the commencement of the
Term or of any work in the Premises, the originals or signed duplicate copy of such policies
shall be delivered by the Tenant to the Landlord and at least thirty (30) days before any such
policy shall expire the Tenant shall deliver the original or a signed duplicate copy or a
replacement policy to the Landlord.




          12.4. Neither Landlord nor Tenant shall be liable to the other or to any insurance company
(by way of subrogation or otherwise) insuring the other party for any loss or damage to any
building, structure, personal property or other tangible or intangible property or any
resulting loss of income, or losses under workers’ compensation laws and benefits, even though
such loss or damage might have been occasioned by the negligence of such party, its agents or
employees.




          12.5. The Landlord shall maintain throughout the Term, all risk or fire and extended
coverage insurance on the Building. The Tenant shall pay to the Landlord, as additional rent
hereunder, upon demand, the amount, if any, by which Landlord’s premium shall




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be increased by reason of Tenant’s occupancy of the Premises. The Tenant shall also pay to
Landlord, as additional rent hereunder, upon demand, the Tenant’s Proportionate Share of any
increase in the cost of Insuring the Building over the base year cost of such insurance.




          SECTION 13. Changes to Center. Landlord shall have the exclusive right to use all or
any part of the roof and rear and side walls of the Premises for any purpose; to erect additional
or other structures over all or any part of the Premises or the Center; to change or revise the
layout of improvements within the Center, or relocate or remove same; to partition same; and to
erect and maintain in connection with the construction thereof, temporary scaffolds and other aids
to construction on the exterior of the Premises, provided that access to the interior of the
Premises shall not be denied, that there shall be no encroachment upon the interior of the
Premises, and that Tenant and its customers use and enjoyment of the Premises shall not be
unreasonably denied.




          SECTION 14. Fire or Other Casualty.




          14.1. In the event the Premises are damaged by fire, the elements, unavoidable accident or
other casualty, Landlord shall promptly at its expense repair the damage and if the Premises are
not thereby rendered untenantable in whole or in part, rent shall not abate. If the Premises are
rendered untenantable only in part, as reasonably determined by Landlord, and such casualty was not
caused by Tenant, rent shall abate during such period proportionately as to the portion of the
Premises rendered untenantable. If the entire Premises are untenantable and the casualty was not
caused by Tenant, rent shall abate entirely during the period of untenantability.




          14.2. In no event shall Landlord be liable for interruption to Tenant’s business or for damage
to or replacement or repair of Tenant’s personal property, including inventory, trade fixtures,
floor coverings, furniture, or property removable by Tenant under the provisions of this Lease, or
for any alterations by Tenant to the Premises or leasehold improvements.




          14.3. If the Premises are (1) rendered wholly untenantable, or (2) damaged as a result of any
cause which is not covered under standard fire and extended coverage insurance or (3) substantially
damaged during the last two years of the Term or (4) if the Building of which the Premises are a
part, but not the Premises, is damaged to the extent that in Landlord’s judgment reasonably
exercised, it is necessary to demolish the Building and the Premises, then in any of such events,
Landlord may terminate this Lease by giving to Tenant notice within ninety (90) days after the
occurrence of such event. Basic Rental and Additional Rental and other charges shall be adjusted as
of the date of such




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cancellation in the event of damage set forth in subsection (4) of this Section 14.3 and as of the
date of the damage in subsections (1), (2) and (3) of this Section 14.3.




          SECTION 15. Signs. The Tenant shall not erect or maintain any exterior sign or any
signs within the Premises visible from the outside anywhere upon the Center or Premises without
first obtaining the Landlord’s prior written consent, which may be withheld in the sole and
absolute discretion of Landlord. If the sign is approved by Landlord, its size, design, location,
type of composition and material thereof also will require Landlord’s approval. Any such sign
shall be inscribed, painted or affixed by Landlord, or a company approved by Landlord, but the
entire cost thereof shall be borne by Tenant. The Tenant shall maintain any such sign or signs in
good condition and repair at all times, and pay any taxes imposed thereon.




          SECTION 16. Eminent Domain. If the whole or any part of the Premises shall be taken
under the power of eminent domain, this Lease shall terminate as to the part so taken on the date
Tenant is required to yield possession thereof to the condemning authority. The Landlord shall
make such repairs and alterations as may be necessary in order to restore the part not taken to
useful condition and the minimum rent shall be reduced proportionately as to the portion of the
Premises so taken. If the amount of the Premises so taken substantially impairs the usefulness of
the Premises for the purposes set forth in Section 5, either patty may terminate this Lease as of
the date when Tenant is required to yield possession. All compensation awarded for any taking of
the fee and the leasehold shall belong to and be the property of Landlord; provided, however, that
Tenant, and not Landlord, shall be entitled to any portion of the award which does not serve to
reduce Landlord’s award and is made directly to Tenant in reimbursement for Tenant’s cost of
removal of its stock, trade fixtures, moving and relocation costs.




          SECTION 17. Trade Fixtures. All trade fixtures installed by Tenant in the Premises other than improvements made by Tenant to the Premises,
shall remain the property of Tenant and shall be removable from time to time and also at the
expiration of the Term of this Lease or other termination thereof, provided Tenant shall not at
such time be in default under any covenant or agreement contained in this Lease; otherwise such
fixtures shall not be removable and Landlord shall have a lien thereon to secure itself against
loss and damage resulting from such default. Tenant further agrees, to restore the Premises to
their original condition, reasonable wear and tear excepted.




          SECTION 18. Right of Entry. Landlord and its representatives shall have the right at all reasonable times to enter the Premises for the
purposes of (a) inspecting same; (b)




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making any repairs thereto or otherwise performing any work therein as herein provided; and (c) to
exhibit same for purposes of sale, lease or financing; and Landlord shall not be liable in any
manner for any entry into the Premises for the above purposes.




          SECTION 19. Surrender. Promptly upon the expiration or earlier termination of the
Term, the Tenant shall yield up, broom clean, and in the same condition, order and repair in which
they are required to be kept throughout the period of this Lease (ordinary wear and tear
excepted), the Premises and any and all improvements, alterations and additions thereto, and all
fixtures and equipment servicing the Premises. Tenant, subject to the other provisions of this
Lease, shall remove therefrom the Tenant’s signs, goods and effects and any machinery, fixtures
and equipment used in the conduct of Tenant’s trade or business and not servicing the Building,
and shall repair any damage caused by the installation or the removal thereof. Unless sooner
terminated pursuant to the provisions hereof, this Lease shall expire absolutely upon the
expiration of the Term without the necessity of any notice or other action from or by either party
hereto. Tenant further agrees that during the six (6) month period preceding the expiration date
of the Term, Landlord may place upon the Premises a FOR RENT sign.




          SECTION 20. Curing the Tenant’s Defaults. If the Tenant shall default in the
performance of any of its obligations hereunder, including, but not by way of limitations, the
failure to pay when due any rent or additional rent, the Landlord shall be entitled (but shall not
be obligated) in addition to any other rights it may have in law or equity, and after written
notice to the Tenant except in the case of emergency, to cure such default, and the Tenant shall
reimburse the Landlord for any sums paid or costs incurred by the Landlord, including reasonable
attorney’s fees and costs of collection, in curing such default, and/or in enforcing Landlord’s
rights under this Lease because of a default by Tenant or otherwise, plus interest thereon at the
lesser of the highest rate permitted by law or five percent (5%) per month, compounded, which
sums, costs and interest shall be deemed to be additional rent hereunder and shall be payable by
the Tenant upon demand by the Landlord.




          SECTION 21. Responsibility of the Tenant. The Tenant shall be responsible for, and
shall relieve and hereby relieves the Landlord from and agrees to indemnify, hold harmless, and
at Landlord’s option defend the Landlord against, any and all liability by reason of any injury
or damage to the Tenant, any employee of Tenant or to any other person or property upon the
Premises (or in the common areas in connection with the Tenant’s use and enjoyment thereof),
caused by any fire, breakage, leakage, collapse, inherently dangerous condition or other event
upon the Premises or any other portion of the Center, whether or not such




- 14 -









 




event results from a condition which shall have existed prior to the execution of this Lease and
whether or not such event results in the termination of this Lease by reason of damage to or
destruction of the Center or the Premises, unless such fire, breakage, leakage, collapse or other
event, injury or damage be caused by or shall result from the intentionally (a) tortious act or (b)
omission of the Landlord or its agents, officers, invitees, visitors or guests.




          SECTION 22. Subordination and Attornment. This Lease shall be subject and subordinate
at all times to the lien of any underlying ground leases, mortgages or deeds of trust now or
hereafter placed by the Landlord upon the Center and to any and all advances to be made thereunder,
and to all renewals, replacements and extensions thereof, provided the mortgagee or trustee named
in said mortgages or deeds of trust shall agree to recognize this Lease in the event of foreclosure
if Tenant is not in default. This clause shall be self-operative, and no further instrument or act
on the part of the Tenant shall be required to effectuate such subordination. In confirmation
thereof, Tenant shall execute such further assurances as may be required. Any mortgagee, or trustee
under any deed of trust may elect that this Lease shall have priority over its mortgage or deed of
trust, and upon notification of such election by such mortgagee or trustee to Tenant, this Lease
shall be deemed to have priority over such mortgage or deed of trust whether this Lease is dated
prior to or subsequent to the date of such mortgage or deed of trust. If any proceedings are
brought for the foreclosure of the Center, or if the power of sale under a mortgage or deed of
trust is exercised, then Tenant shall attorn to the purchaser upon any such foreclosure or sale and
recognize such purchaser as the Landlord under this Lease. Tenant hereby appoints Landlord to be
the attorney-in-fact of Tenant (which appointment is irrevocable and coupled with an interest) to
execute and deliver any such instrument or instruments for and on behalf of and in the name of
Tenant.




          SECTION 23. Defaults by the Tenant.




          23.1. If the Tenant shall (a) fail to pay the rent or any other charges herein reserved as
rent, on the days and time and at the place that the same are made payable hereunder, or (b)
abandon the Premises, or (c) fail to notify Landlord of any change in the control of its corporate
stock, or (d) in any respect violate any of the terms, conditions or covenants herein contained,
the Landlord may re-enter and repossess the Premises, together with any and all improvements
thereon and additions thereto, and/or pursue any remedy permitted by law or equity for the
enforcement of the provisions hereof; or, in the alternative, and at the election of the Landlord,
the Landlord may give to the Tenant at any time after the occurrence of such default written notice
of the Landlord’s election to terminate this Lease on a date to be




- 15 -









 




specified in said notice, not less than ten (10) days after the giving thereof; and upon the date
specified in said notice, this Lease and the Term shall (except for the continued liability of the
Tenant as hereinafter provided) expire and come to an end as fully and completely as if the date
specified in said notice were the date definitely fixed in this Lease for the expiration of the
Term, and the Tenant shall quit and surrender the Premises, on or before the said date, to the
Landlord, without cost or charge to Landlord. No such termination, repossession or re-entry shall
release Tenant from liability under this Lease.




          23.2 If the Tenant shall become insolvent, bankrupt, or make any assignment for the benefit of
creditors, or be levied upon or sold out by any sheriff’s, marshal’s or constable’s sale, or if a
receiver for the Tenant shall be appointed, or if a reorganization of the Tenant pursuant to any
provision of federal or state bankruptcy law shall occur, whether voluntary or involuntary, this
Lease shall automatically terminate (except for the continued liability of the Tenant as
hereinafter provided) as fully and completely as if the date of such event were the date fixed
herein for the expiration of the Term and the Tenant shall immediately quit and surrender the
Premises to the Landlord, without cost to the Landlord. Upon the filing of a petition by or against
the Tenant under the Federal Bankruptcy Code (or any similar statute enacted hereafter), the
Tenant, as debtor and as debtor-in-possession, and any trustee who may be appointed to represent
the bankrupt estate, agree to perform each and every obligation of the Tenant under this Lease,
including, but not limited to, the payment of all monetary obligations hereunder, until such time
as this Lease is either rejected or assumed by order of a United States Bankruptcy Court, or other
federal court having jurisdiction over bankruptcy matters.




          23.3. If the Tenant’s possession of the Premises should be terminated as herein provided or
by reentry, summary dispossession proceedings or any other method, Tenant shall remain liable for
its obligations hereunder and the Landlord may, at the Landlord’s option, (i) relet the Premises
or any part or parts thereof for the account of the Tenant for the remainder of the Term, as
herein originally specified, or( ii) relet the Premises or any part or parts thereof for a period
extending beyond the date when this Lease would have expired but for such prior expiration on
default or for such re-entry and termination, and deem that portion of the period within the Term,
as herein originally specified, on such terms and conditions as are commercially reasonable
including allowances of free rent periods or reduced rent. In such event, the Tenant shall pay to
the Landlord, at the times and in the manner specified by the provisions herein, (x) the Basic
Rent and any additional rent accruing during the remainder of the Term as specified herein, (y)
less any monies received by the Landlord with respect to such remainder from such reletting. In
addition, Tenant




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shall be liable for the cost of any attorney’s fees or other expenses (including broker’s fees
and costs of renovation), or of any repairs or other action taken by the Landlord on account of
any default by Tenant. Landlord shall be under no obligation to relet the Premises and Tenant’s
liability shall not be reduced for any failure to relet.




          23.4. In the event Landlord elects to terminate this Lease by reason of a default by
Tenant, then notwithstanding such termination, Tenant shall be liable for and shall pay to
Landlord the sum of all rental due hereunder and any other indebtedness of Tenant to Landlord
through the date of termination including any attorneys’ fees arising from such default, plus,
as damages, an amount equal to the difference between (i) the total rental hereunder for the
remaining portion of the Lease Term (had such Term not been terminated by Landlord due to
Tenant’s default and assuming additional rent each remaining Lease year equal to the amount of
additional rent for the Lease year prior to the Lease year in which the default occurs)
discounted to present worth and (ii) the then present value of the then fair rental value of the
Premises for such period as determined in Landlord’s reasonable opinion.




          23.5. Upon any expiration, termination or re-entry as aforesaid, neither the Tenant nor
the Tenant’s creditors and representatives shall thereafter have any right, legal or equitable,
in or to the Center, the Premises or any portion thereof, or in or to the repossession of same,
or in, to or under this Lease, and the Tenant hereby waives any and all right or redemption
which may then be provided by law. The words “re-enter” and “re-entry” as used in this Lease
shall not be deemed to be restricted to their technical legal meaning.




          23.6. Any and all mention in this Section of the rent or rental herein reserved after the
termination of this Lease as in this Section provided, or after the termination of the Tenant’s
possession by re-entry, summary dispossession or other method as herein provided, shall be
deemed to refer to the Basic Rental plus all Additional Rentals and such additional sums as the
Tenant shall be obligated to pay to the Landlord under any of the terms, covenants and
conditions of this Lease, whether or not designated or indicated herein to be payable as
Additional Rent. Tenant shall pay Landlord interest on all amounts due Landlord hereunder at
the lesser of the highest rate permitted by law or five percent (5%) per month, compounded,
from the date due hereunder until paid in full by Tenant.




          23.7. In addition to, and not in substitution for the remedies hereinbefore provided, if
Tenant shall fail to pay when due, beyond any applicable grace period, any Rental, or
Additional




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Rental or charges, Landlord shall have the right to distrain therefor.




          23.8. The failure of the Landlord to insist in any one or more instances upon the
performance of any of the covenants or conditions of this Lease or to exercise any right or
privilege herein conferred shall not be construed as thereafter waiving or relinquishing the
Landlord’s right to the performance of any such covenants, conditions, rights or privileges, and
the same shall continue and remain in full force and effect, and the waiver of one default or
right shall not constitute waiver of any other default. The receipt of any rent by the Landlord
from the Tenant or any assignee or subtenant of the Tenant, whether the same be rent that
originally was reserved or that which may become payable under any covenants herein contained,
or of any portion thereof, shall not operate as a waiver of the right of the Landlord to enforce
the payment of the Additional Rent or of any of the other obligations of this Lease by such
remedies as may be appropriate, and shall not waive or avoid the right of the Landlord at any
time thereafter to elect to terminate this Lease, on account of such assignment, subletting,
transferring of this Lease or any other breach of any covenant or condition herein contained,
unless evidenced by the Landlord’s written waiver thereof. The acceptance of rent or any other
consideration by Landlord at any time shall not be deemed an accord and satisfaction, and
Landlord shall have absolute discretion to apply same against any sum for any period or reason
due hereunder without the same constituting a release of any other sums remaining due and
unpaid.




          SECTION 24. Notices. All notices required or permitted to be given hereunder shall
be in writing and shall be sent by registered or certified mail, return receipt requested,
postage prepaid and shall be deemed given 3 days after the day on which same were posted.
Notices to the Tenant shall be addressed to the Tenant’s Notice Address. Notices to the
Landlord shall be addressed to Martin S. Himeles, Sr.; c/o Standard Medical Imaging, Inc.; 9002
Red Branch Road; Columbia, Md. 21045 with a carbon copy to any other persons designated by the
Landlord. Either party may, at any time, in the manner set forth for giving notices to the
other, set forth a different address to which notices to it shall be sent.




          SECTION 25. Tenant’s Certificate. The Tenant agrees at any time and from time to
time within ten (10) days after the Landlord’s written request, to execute, acknowledge and
deliver to the Landlord a written instrument in recordable form certifying or stating (a) that
this Lease is unmodified and in full force and effect (or if there shall then have been
modifications, that the same is in full force and effect as so modified, and setting forth such
modifications); (b) that the Premises have been delivered by the Landlord in accordance with
the terms hereof (or if not so




- 18 -









 




delivered, stating the respects in which not so delivered); (c) that the Tenant has accepted
possession of the Premises and the date upon which the Term shall have commenced; (d) the dates to
which rent and other charges have been paid in advance, if any; (e) whether or not to the best
knowledge of the signer of such certificate the Landlord is then in default in the performance of
any covenant, agreement or condition contained in this Lease and, if so, specifying in detail each
such default of which the signer may have knowledge; and (f) that it is understood that such
instrument may be relied upon by any prospective purchaser, mortgagee, assignee or lessee of
Landlord’s interest in this Lease, in the Center, or any portion or part thereof.




          SECTION 26. The Landlord. As used herein, the term “the Landlord” shall mean the
Landlord named hereinabove as well as his heirs, personal representatives, successors and assigns,
and any other subsequent owner, as well as the heirs, personal representatives, successors and
assigns of any such subsequent owner, each of whom shall have the same rights, remedies, powers,
authorities and privileges as he would have had had he originally signed this Lease as the
Landlord, but any such person, whether or not named herein, shall have no liability hereunder
after he shall cease to hold the title to or an interest in the said real estate, except for
obligations which may have theretofore accrued. Neither the Landlord nor any principal of the
Landlord, whether disclosed or undisclosed, shall have any personal liability with respect to this
Lease or the Premises, and if the Landlord should breach or default with respect to its
obligations or otherwise under this Lease, the Tenant shall look solely to the Premises and to the
rents, profits and issues to be received therefrom.




          SECTION 27. The Tenant. As used herein, the term “the Tenant” shall mean the Tenant
named hereinabove as well as its heirs, personal representatives, successors and assigns, each of
which shall be under the same obligations, liabilities, and disabilities and have only such
rights, privileges and powers as it would have possessed had it originally signed this Lease as
the Tenant. However, no such rights, privileges or powers shall inure to the benefit of any
assignee of the Tenant, immediate or removed, unless the assignment to such assignee shall have
been consented to in writing by the Landlord, as aforesaid.




          SECTION 28. Entire Agreement. This Lease and the Exhibits attached hereto set forth
all the promises, agreements, conditions and understandings between the Landlord and the Tenant
with respect to the Premises, and there are no promises, agreements, conditions or understandings,
either oral or written, between them other than are herein set forth. No subsequent alteration,
amendment, change or addition to this Lease shall be binding upon the Landlord or the Tenant
unless reduced to writing and signed and delivered by each of them.




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          SECTION 29. Headings. The headings of the sections and subsections hereof are provided
herein for convenience of reference only, and shall not be considered in construing the contents of
such sections or subsections.




          SECTION 30. Applicable Law. This Agreement shall be given effect, and shall be
construed, by application of the law of Maryland.




          SECTION 31. Acceptance of the Premises. By its entry into this Lease, the Tenant
represents and acknowledges to the Landlord that the Tenant has satisfied itself as to the use
which it is permitted to make of the Premises and has inspected the Center, the Premises, and the
streets, sidewalks, curbs, utilities and access ways contiguous to or adjoining the same, that the
same are in all ways acceptable to the Tenant for use by the Tenant pursuant to this Lease, in the
condition or state in which they are now found, and that except for Landlord’s completion of
Landlord’s Work, the Tenant accepts the Premises in their present, “AS IS” condition and that the
Landlord has made no expressed or implied warranty, representation or covenant to or with the
Tenant with respect to the same.




          SECTION 32. Tenant Authority. Tenant represents and warrants that it is duly
organized, validly existing and in good standing under the laws of                                         ; that this Lease has been
authorized by all necessary parties, is validly executed by an authorized officer or agent of
Tenant and is binding and enforceable in accordance with its terms. If two or more parties sign
this Lease as Tenant, the liability of each such party hereunder shall be joint and several. Time
shall be of the essence with respect to the performance by Tenant of its obligations hereunder.
The headings set forth in this Lease are for convenience of reference only.




          SECTION 33. Waiver of Jury Trial. Landlord and Tenant hereby expressly waive trial by
jury in any action or proceeding or counter-claim brought by either party hereto against the other
party on any and every matter, directly or indirectly arising out of or with respect to this Lease,
including, without limitation, the relationship between Landlord and Tenant, the use and occupancy
by Tenant of the Premises, and any statutory remedy and/or claim of injury or damage regarding this
Lease.




-20-









 





          SECTION 34. Brokers. Landlord and Tenant acknowledge, represent and warrant each to
the other that no broker or real estate agent brought about or was involved in the making of this
Lease except Corridor Brokerage Services, and that no brokerage fee or commission is due to any
other party as a result of the execution of this Lease except Corridor Brokerage Services, whose
commission shall be paid by Landlord. Each of the parties hereto agrees to indemnify and hold
harmless the other against any claim by any other broker, agent or finder based upon the execution
of this Lease and predicated upon a breach of the above representation and warranty.




          SECTION 35. Renewal Term. Upon the expiration of the Original Term and provided that
Tenant is not then in default under this Lease, Tenant shall have one (1) option to renew this
Lease (the "Renewal Option”), for an additional term of three (3) years (the
"Renewal Term"). In the event that Tenant exercises its option for the
Renewal Term, the Basic Rent for each year of the Renewal Term shall be three percent (3%) in
excess of the Basic Rent for the prior year, with the monthly rent being rounded up to the next
dollar. All other provisions of this Lease shall remain in effect In order to exercise the Renewal
Option, Tenant must give Landlord written notice of the exercise thereof by August 1, 2001. The
annual and monthly payments of Basic Rent during the Renewal Term are set forth in Exhibit D.




-21-









 





          IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Lease, or have caused
the same to be executed on their respective behalves by their duly authorized representatives, the
date and year first above written.




	 	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	 
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	(SEAL)	 	 
	 

	 	 	 	 

MARTIN S. HIMELES, SR. T/A
	 	 
	 

	 	 	 	STANDARD COURT EAST AND WEST	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	THE LANDLORD	 	 
	WITNESS or ATTEST:

	 	 	 	VALMET AUTOMOTIVE (USA)	 	 
	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Name of Tenant)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	(SEAL)	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	                              (Signature)                              (Title)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Print or type)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	THE TENANT