exhibit101.htm


    
      
        EXHIBIT
10.1

         

        AGREEMENT
OF LEASE BETWEEN ADJ CORPORATION AND CHAMPION PUBLISHING, INC.


         

        THIS
AGREEMENT OF LEASE is made as of the 1st day
of November, 2008,
between ADJ CORP, a West Virginia corporation, hereinafter called "Lessor," and
CHAMPION PUBLISHING, INC., a West Virginia corporation, hereinafter called
"Lessee."

         

        
          	
                  1.  

                	
                  Demise of Premises. Lessor
      hereby demises and leases to Lessee and Lessee hereby accepts and leases
      from Lessor, for the term and upon the terms and conditions hereinafter
      set forth, the easternmost 35,000 square feet of the first floor warehouse
      space (being the same side of the building as the office space), (the
      "Demised Premises" or Premises") of the building situate on the real
      property described in Exhibit A attached hereto and incorporated herein by
      reference (the "Building"), together with the right to use, in common with
      others, the existing paved parking and entryways adjacent to said
      Premises.

                   

                


        

        
          	
                  2.  

                	
                  Term. The term of this lease
      shall be sixty (60) commencing
      on November 1, 2008, and ending at 11:59 p.m. on October, 2013, both dates
      inclusive, unless sooner terminated as hereinafter provided or unless
      renewed.

                   

                


        

        
          	
                  3. 

                	
                  Rent. Lessee
      shall
      pay to Lessor, as rental for the occupation and use of the Premises for
      and during the original term hereof, a total rental of $420,000.00 payable
      monthly in advance in equal installments of $7,000.00 each for the
      original term of 60 months hereof, the first of such installments being
      payable on the 1st day of November, 2008, and the remaining installments
      being due and payable on the 1st day of each calendar month
      thereafter.

                  All
      rental shall be payable to Lessor at Post Office Box 1754, Huntington,
      West
      Virginia, 25718, or at such other place as Lessor may direct in
      writing.

                   

                


        

        
          	
                  4.  

                	
                  Taxes and Fees. Lessee shall
      promptly pay fifty (50%) percent of all taxes and assessments against or
      allocated to the Building as and when they become due for tax periods
      after the signing of this Lease. Lessee will pay all taxes and assessments
      levied against the equipment or other property which is not located
      on or which Lessee may erect, install or have located on the Premises.
      Taxes for the current year shall be prorated between Lessor and Lessee as
      of the date of commencement of this Lease. In the even Lessee fails to pay
      the applicable tax bill when due, Lessor may, but shall not be obligated
      to, pay the tax bill and the amount so paid together with interest at the
      rate of eighteen (18%)
      percent per annum from the date of payment shall be deemed
      additional rent due hereunder and shall be paid by Lessee not later than
      the date the next installment of rent shall become due
      hereunder.

                   

                


        

        
          	
                  5.  

                	
                  Lien for Rent. Lessee covenants
      and agrees that Lessor shall have and is hereby given a lien upon the
      leasehold estate herein created and upon all of the property of Lessee of
      every kind and character which shall come upon the Demised Premises at any
      time during the term of this lease or any extension hereof to secure the
      payment of all of the rent and other sums whatsoever which are or shall
      become due Lessor under the terms of this lease and such lien shall be
      paramount to any other liens placed or suffered thereon by Lessee. For the
      purpose of enforcing such lien, Lessor shall have and is hereby given the
      right to distrain for all of such rent and other sums in the manner and
      form as provided by the laws of the State of West Virginia. The lien and
      right given Lessor in this paragraph shall be cumulative and in addition
      to all other rights and remedies which it now has or may hereafter have
      under this lease and the laws of the State of West Virginia.

                   

                


        

        
          	
                  6.  

                	
                  Construction and Alterations by
      Lessee. Lessee may after having first obtained the written consent
      of Lessor, and at Lessee's full cost and expense alter or construct
      improvements upon the Demised Premises, or make alterations or site
      improvements to the Demised Premises, such as may be necessary or
      incidental to the purposes and uses for which the Premises are leased. All
      such improvements shall, at the option of Lessor, become a part of the
      Demised Premises and shall be the sole property of Lessor upon the
      termination of this Lease.

                   

                               
      a. Mechanic's and Material Liens. The Lessor shall not be liable
      for any labor or materials furnished to the Lessee and the mechanic's or
      other lien for such labor and materials shall not attach to or effect the
      Lessor's interest in the Demised Premises. The Lessee hereby agrees to pay
      any mechanic's or other lien, or to discharge any such lien by bond or
      deposit or provide an escrow deposit sufficient for that purpose upon
      request of the Lessor, and failing to do so, the Lessor may, without
      having an obligation to do so, upon giving fifteen (15) days written
      notice to the Lessee, pay or discharge the same and the amount so paid or
      deposited together with interest at the rate of eighteen (18%) percent per
      amlum shall be deemed additional rent due hereunder and payable when the
      next installment of rent shall become due.

                   

                                      b.
      The Lessee shall be responsible for obtaining all required licenses,
      approvals or permits for any of the construction, alteration or
      installation allowed by this lease. Lessee shall be solely responsible for
      all work in connection with the alterations and construction and shall be
      solely responsible for assuring that all work is completed in a good and
      workmanlike manner and in conformity with all federal, state and local
      laws and regulations, including, without limitation, the Americans With
      Disabilities Act, and shall indemnify and hold Lessor harmless from any
      loss, cost or expense, including attorney fees, in, arising out of, or
      relating to, Lessee's failure to comply with the provisions of this
      paragraph.

                   

                                     
      c. Upon full compliance with all terms hereof, and at the termination
      hereof, Lessee shall have the right and obligation to remove any and all
      of its furniture, furnishings, or equipment then located on the Premises
      and to dispose of the same. Lessee agrees that such removal of personal
      property shall occur within ten (10) days after the termination or
      cancellation of this lease or any extension thereof. Lessee shall notify
      Lessor in writing thirty (30) days prior to termination of this lease by
      its terms or within five (5)
      days after cancellation of this lease by Lessor or Lessee of its
      election to remove said property or said property may, at Lessor's option,
      be and become the property of Lessor. If Lessor shall elect not to retain
      the property it may be removed by Lessor at Lessee's
      expense.

                


        

          

        
          	
                  7.  

                	
                  Permissible Use. The Lessee
      shall during the continuance of this lease, use said Demised Premises for
      office administration purposes and shall neither use nor suffer the same
      to be used for any other purpose without the prior written consent of the
      Lessor, which consent shall not be unreasonably withheld. Lessee shall
      conduct and manage the Demised Premises in proper and orderly manner and
      will not allow the Demised Premises or any part thereof to be used for any
      illegal or immoral purpose and will not carry on or permit upon said
      Demised Premises any offensive, noisy, or dangerous trade, business,
      manufacture or occupation of a nuisance. Lessee shall not alter the
      drainage of the Premises. Lessee agrees that if Lessee's actions have the
      effect of creating a nuisance or interference with the lawful rights of
      any other parties or may constitute a violation of any law, ordinance,
      rule, regulation or the like, then Lessee shall be responsible for taking
      all corrective action in relation thereto and with respect to which Lessor
      shall cooperate at Lessee's sole cost and expense.

                   

                  Lessee
      hereby represents and warrants that no "Hazardous Substances", as defined
      hereinafter, have been or will be discharged, dispersed, released, stored,
      treated, generated, dis- posed of, or allowed to escape on the Premises.
      For purposes of this lease, "Hazardous Substances" shall mean and include
      those elements or compounds which are contained in the list of hazardous
      substances adopted by the United States Environmental Protection Agency
      ("EPA") and the list of toxic pollutants designated by Congress or the EPA
      or defined by or in or pursuant to 42 U.S.C. '
      9601
      or any other Federal, state or local statute, law, ordinance, code,
      rule, regulation, order or decree regulating, relating to, or imposing
      liability or standards of conduct concerning any hazardous, toxic or
      dangerous waste, substance or material, as
      now or at any time hereafter in effect. The Lessee shall, at its
      expense, take all necessary remedial action(s) in response to the presence
      of any Hazardous Substances in, on, under or about the Premises. The
      Lessee shall be solely responsible for, and shall indemnify and hold
      harmless the Lessor, its directors, officers, employees, agents,
      successors and assigns from and against any loss, cost, expense or
      liability of any kind directly or indirectly arising out of or
      attributable to the use, generation, storage, release, threatened release,
      discharge, disposal, or presence of Hazardous Substances in, on, under or
      about the Premises, including, without limitation: (i) all foreseeable
      consequential damages; (ii) the costs of any required or necessary repair,
      cleanup or detoxification of the Premises, and the preparation and
      implementation of any closure, remedial or other required plans; and (iii)
      all reasonable costs and expenses incurred by the Lessor in connection
      with any of the matters addressed in this paragraph, including but not
      limited to reasonable attorney's fees. The Lessee shall, upon the request
      of Lessor, provide the Lessor with a bond or letter of credit, in form and
      substance satisfactory to the Lessor, in an amount sufficient to cover the
      cost of any required remedial action.

                   

                


        

        
          	
                  8.  

                	
                  Maintenance of Premises. Lessee
      shall maintain all portions of the Premises and adjoining areas in a
      clean, orderly, sanitary condition, free of any unlawful obstructions.
      Lessee hereby assumes the fall and sole responsibility for the condition,
      operation, repair, replacement, maintenance and management of the Premises
      except that Lessor shall be responsible for any repairs or replacement to
      the fundamental structure (roof, exterior walls, foundation) or utility
      systems. Lessee further agrees that it will commit no waste on the
      Premises.

                   

                


        

        
          	
                  9.  

                	
                  Compliance with Laws. The Lessee
      at its sole expense shall comply with all laws, orders, and regulations of
      federal, state, county, and municipal authorities, and with any direction
      of any public officer, pursuant to law, which shall impose any duty upon
      the Lessor or the Lessee with respect to the Demised Premises. The Lessee,
      at its sole expense, shall obtain all licenses or permits which may be
      required for the conduct of its business within the provisions of this
      Lease, or for the making of any permitted repairs, alterations,
      improvements or additions, and the Lessor, where necessary, will join with
      the Lessee in applying for all such permits or licenses.

                   

                


        

        
          	
                  10.  

                	
                  Utilities. Lessee shall pay all
      charges for utility services for the Premises, including but not limited
      to, gas, water, heat, electricity, trash removal and other services used
      in or about or supplied to the Premises and shall indemnify Lessor against
      any liability on such account. Except when due to the negligence of
      Lessor, Lessor shall not be liable for any failure of any utility service
      or for injury to person (including death) or damage to property resulting
      from steam, gas, water, heat, electricity, rain or snow which may flow or
      leak from any part of the leased property or from any pipes, appliances or
      plumbing works, from the street or subsurface or from any other place, or
      for interference with light or other easements however caused. Lessee
      acknowledges that if any of the utilities are not separately metered,
      Lessor shall upon receipt of the bill for any such utilities which are not
      separately metered provide Lessee with a statement for Lessee's share of
      each such utility as Lessor shall reasonably apportion among the
      applicable tenant(s) of the Building taking into consideration the usage
      and square footage of the respective tenant(s). Lessee shall pay Lessor
      the amount so billed within fifteen (15) days of such
      statement.

                   

                


        

        
          	
                  11.  

                	
                  Indemnity. Lessee during the
      term of this lease will indemnify Lessor against and hold Lessor harmless
      from all claims, demands and/or causes of action including all costs,
      expenses and attorneys fees of Lessor incident thereto for (1)
      injury to or death of any person or loss of or damage to any
      property, including the Premises, (2) failure by Lessee to perform any
      covenant required to be performed by Lessee hereunder, (3)
      failure to comply with any requirements of any governmental
      authority, (4)
      any mechanic's lien or security agreement filed against the
      Premises, any equipment therein or any materials used in the construction
      or alteration of any building or improvement thereon, where such claims,
      demands, andlor causes of action arise from or are incidental to the use
      of the Premises by Lessee, its officers, agents, servants, employees
      and/or invitees.

                   

                


        

        
          	
                  12.  

                	
                  Insurance. Lessee agrees that it
      will, at its cost and expense, obtain and keep in force and effect in the
      names of both Lessor and Lessee, as their respective interests may appear,
      general liability insurance against any and all claims for personal injury
      or property damage occurring in, upon or about the Premises during the
      term of this lease. Such insurance shall be maintained for the purpose of
      protecting Lessor and Lessee pursuant to the indemnity contained in the
      foregoing Section 11, but shall not be in satisfaction of the indemnity
      obligations stated herein, and shall have limits of liability of not less
      than One Million Dollars ($1,000,000) for injuries to any number of
      persons in any one accident or occurrence or for damage to property in any
      one accident or occurrence. Lessee will furnish to Lessor appropriate and
      acceptable evidence of its compliance with the provisions of this
      paragraph, such as certificates of insurance or copies of the policies.
      Such certificates or policies shall provide that such insurance will not
      be cancelled or materially amended unless fifteen (15) days prior written
      notice of such can- cellation or amendment is given to Lessor. The minimum
      limits of the policies of insurance required to be carried by Lessee under
      this Lease, shall be subject to increase for the remaining term, if
      Lessor, in the exercise of its reasonable judgment shall deem the same
      necessary for its adequate protection. Within sixty (60) days after demand
      therefor by Lessor, Lessee, shall furnish Lessor with evidence that it has
      complied with such demand for increased insurance.

                   

                


        

        
          	
                  13.  

                	
                  Eminent Domain. In
      the event the entire Premises, or such portion thereof as will make
      the Premises unsuitable for the purposes leased, shall be taken by eminent
      domain or threat of eminent domain, the term of this lease shall terminate
      on the date Lessee is required to surrender possession. In
      the event that only a part of the Premises shall be so taken, then
      (i) if substantial structural alteration or reconstruction of the
      improvements upon the Premises shall, in the reasonable opinion of Lessor
      be necessary or appropriate as a result of such taking, Lessor may, at its
      option, terminate this lease as of the date Lessee surrenders possession
      of such portion of the Premises by notifying Lessee in writing of such
      termination within sixty (60) days following the date on which Lessor
      shall have received final notice of such taking, or (ii) if Lessor does
      not elect to terminate this lease as aforesaid, this lease shall be and
      remain unaffected by any such taking, except that the rent shall be
      equitably abated in the proportion that the taken premises bears to the
      entire Premises. In
      the event of termination of this lease as hereinabove provided,
      rental and other charges shall be paid to the date Lessee surrenders
      possession and any such payments made beyond that date shall be refunded
      by Lessor to Lessee. In
      the event of any taking, in whole or in part, by eminent domain
      proceedings or threat of eminent domain proceedings, the entire award
      shall be the property of the Lessor. Notwithstanding the foregoing
      provision, Lessee shall have the right to make a separate claim with the
      condemning authority for the value of Lessee's moving or relocation
      expenses, provided, however, that such separate claim shall not reduce or
      adversely affect the amount of Lessor's award.

                   

                


        

        
          	
                  14.  

                	
                  Fire or Other Casualty Losses.
      In
      the event the Premises are damaged or destroyed or rendered
      partially untenantable for their then use by fire or other casualty
      without the fault of Lessee, Lessor shall repair andlor rebuild the same
      as promptly as possible. Lessor's obligation hereunder is merely to
      restore the Premises to substantially the same condition as existed
      immediately prior to the happening of the casually and shall not extend to
      the repair or replacement of any improvements, additions, fixtures,
      installations or exterior signs of the Lessee. If as a result of such
      partial destruction or damage there is substantial interference with the
      operation of Lessee's business in the Premises, the rent payable under
      this lease shall be abated in the proportion that the portion of the
      Premises destroyed or rendered untenantable bears to the total Premises.
      Such abatement shall continue for the period commencing with such damage
      or destruction and ending with the completion by the Lessor of the work of
      repair and/or reconstruction, if Lessor is obligated to complete such
      work. If the damage or casualty was caused by the fault of the Lessee,
      there shall be no abatement of rent.

                   

                  Notwithstanding
      the foregoing, in the event that fifty percent (50%)
      or more of the Premises or fifty percent (50%)
      or more of the buildings situate on the Premises are destroyed or
      rendered untenantable by fire or other casualty, Lessor shall have the
      option to terminate this lease effective as of the date of such casualty
      and retain the insurance proceeds by giving to the Lessee within
      forty-five (45) days after the happening of such casualty written notice
      of such termination. If Lessor does not elect to terminate this lease,
      Lessor shall repair and/or rebuild the Premises as promptly as possible as
      set forth above, subject to any delay from causes beyond its reasonable
      control and the terms of this lease shall continue in full force and
      effect, subject to equitable abatement of rent as set forth
      above.

                   

                


        

        
          	
                  15.  

                	
                  Assignment or Subletting. Lessee
      shall not assign, transfer, mortgage, or pledge this lease and will not
      sublet the Premises or any part thereof without first obtaining the
      Lessor's written approval. Lessor reserves the right to sell its interest
      in the Premises and to assign or transfer this lease upon the condition
      that in such event this lease shall remain in full force and effect,
      subject to the performance by Lessee of all the terms, covenants and
      condition on its part to be performed, and upon the further condition that
      such assignee or transferee (except an assignee or transferee merely for
      security) agrees to be bound to perform all terms, covenants and
      conditions of this lease. Upon any such sale, assignment or transfer,
      other than merely as security, Lessee agrees to look solely to the
      assignee or transferee with respect to all matters in connection with this
      lease and Lessor shall be released from any further obligations
      hereunder.

                   

                


        

        
          	
                  16.  

                	
                  Events of Default. In the event
      that the rent, or any part thereof, of any additional rental or other
      payment shall not be paid on any day when such payment is due and such
      default shall continue for a period of ten (10) days after written notice
      by Lessor to Lessee; or if Lessee should fail in the performance of,
      breach or permit the violation of any of the covenants, conditions, terms,
      or provisions contained in this lease which on the part of the Lessee
      ought to be observed, performed or fulfilled and shall fail to cure or
      make good such failure, breach or violation within thirty (30) days after
      written notice and demand from Lessor; or if the Demised Premises or any
      part thereof shall be abandoned; or if Lessee shall be dispossessed
      therefrom by or under the authority of anyone other than Lessor; or if
      Lessee shall file any petition or institute any proceeding under an
      insolvency or bankruptcy act (or any amendment or addition thereto
      hereafter made) seeking to effect an arrangement or its reorganization or
      composition with its creditors; or if in any proceedings based on the
      insolvency of Lessee or relating to bankruptcy proceedings, a receiver or
      trustee shall be appointed for Lessee or the Demised Premises and be not
      discharged within ninety (90) days; or if the Lessee's estate created
      hereby shall be taken in execution or by any process of law; or if Lessee
      shall admit in writing its inability to pay its obligations generally as
      they become due, then, at the option of Lessor, this lease and everything
      herein contained on the part of the Lessor to be kept and performed shall
      cease, terminate and be at an end, and Lessor shall be entitled to have
      again and repossess the Premises as its former estate and Lessee shall be
      put out. This remedy of forfeiture shall be deemed cumulative and in
      addition to all other remedies provided by law. In
      the event Lessor exercises its option to terminate this lease,
      repossess the Premises and put Lessee out as herein provided, this shall
      not relieve Lessee from its obligations to pay rent provided to be paid
      herein for the remainder of the term of this lease and Lessee shall remain
      liable to Lessor for any costs or expenses incurred by Lessor in reletting
      the Premises and for the difference between the rent received upon such
      reletting and the rent herein specified to be paid by Lessee for the term
      hereof.

                   

                


        

        
          	
                  17.  

                	
                  Surrender of Premises. Upon
      expiration of the term of this Lease or any renewal term, or the sooner
      termination of this Lease or repossession of the Premises as herein
      provided, the Lessee shall peaceably surrender possession of the Premises
      in as good order and condition as they now are, reasonable wear and tear
      excepted, and shall deliver all keys to the Premises to
      Lessor.

                   

                


        

        
          	
                  18.  

                	
                  Right of Access of the Lessor.
      The Lessee further covenants and agrees that the Lessor may have access to
      the Demised Premises at all reasonable times and upon reasonable notice
      for the purpose of the examining or exhibiting the same for
      sale.

                   

                


        

        
          	
                  19.
       

                	
                  Notices. All notices permitted
      or required to be given hereunder shall be effectual if in writing signed
      by the party given notice and sent by certified or registered US.
      mail, postage prepaid, to the other parties at the following
      addresses:

                   

                  Lessor: Post Office Box 1754 

                                           
      Huntington, West Virginia 25718

                  Lessee:

                                           
      Huntington, West Virginia 25728

                   

                
	20.
       	
                  Broker.
      Lessee and Lessor covenant, warrant and represent that there was no
      broker instrumental in consummating this lease and that no conversations
      or prior negotiations were held with any broker concerning the renting of
      the Demised Premises. Lessee and Lessor each agree to hold the other
      harmless against any claim for brokerage commission arising out of any
      conversations or negotiations had by Lessee or Lessor with any
      broker.

                   

                
	21.
       	
                  Title and
      WarrantyISubordination. Lessor covenants and agrees with Lessee
      that Lessor is the lawful owner of the Premises and that they are free and
      clear of all other liens, claims and encumbrances whatsoever, except the
      permitted encumbrances described below, zoning requirements, covenants,
      conditions, easements and restrictions of record and non- delinquent taxes
      and assessments, and Lessor will defend the same against all other claims
      whatsoever. Lessor further covenants and agrees that Lessee by paying the
      rents and observing and keeping the covenants of this lease on its part to
      be kept, shall peaceably and quietly hold, occupy and enjoy the Premises
      during the term herein created, or any extension.

                   

                  Upon
      request by the Lessor, Lessee shall subordinate its rights hereunder to
      the lien of any mortgage or deed of trust, or the lien resulting from any
      other method of financing or re- financing, now or hereafter in force
      against the Premises, and to all advances made or hereafter to be made
      upon the security thereof and will attorn to the mortgagee or beneficiary
      or their assigns in the event of foreclosure; provided, however, that a
      condition precedent to Lessee's attornment and requirement to subordinate
      hereunder shall be that Lessee, upon any default in the terms of such
      financing by Lessor, shall have the right to pay the rental due hereunder
      directly to the mortgagee, trustee or beneficiary of such deed of trust or
      other persons to whom Lessor may be obligated under such financing and, so
      long as Lessee does so pay the rentals as herein provided and perform all
      of its obligations pursuant to this lease, this lease and all Lessee's
      rights and options hereunder shall remain in full force and effect as to
      such mortgagee, trustee or beneficiary or other financing obligee of
      Lessor. Lessee shall, upon request of any party-in- interest, execute
      within ten (10)
      days of Lessee's receipt, such instruments or certificates to carry
      out the intent of this paragraph. Provided, however, that nothing
      contained in such instruments or certificates required by Lessor or other
      party-in-interest shall be in derogation of any rights granted to Lessee
      hereunder, nor expand Lessee's obligations hereunder.

                   

                


        

        
          	
                  22.  

                	
                  Zoning; Permits. Anything
      elsewhere in this Lease to the contrary notwithstanding, this Lease and
      all terms, covenants and conditions hereof are in all respects subject and
      subordinate to all zoning restrictions affecting the Premises, and the
      Lessee shall be bound by such restrictions. The Lessor does not warrant
      that any licenses or permits which may be required for Lessee's business
      to be conducted on the Premises will be granted, or if granted will be
      continued in effect or renewed. Any failure to obtain licenses or permits
      or any revocation thereof or failure to renew shall not release Lessee
      from continuing performance of this Lease.

                   

                


        

        
          	
                  23.  

                	
                  In
      the event the Lessor shall fail for a period of thirty (30) days
      after written notice to comply with, keep and perform any of the
      agreements herein contained on its part to be complied with, kept or
      performed, then at the option of
      the Lessee this lease may be immediately terminated, but without
      prejudice to any right of action or remedy which might otherwise be used
      by Lessee to enforce its lawful rights in relation to any antecedent
      breach or covenant or agreement herein contained. Waiver of any default
      shall not be construed as a waiver of any subsequent default or condition
      of the lease to which such default related.

                   

                


        

        
          	
                  24.  

                	
                  Miscellaneous.

                   

                                     
      a. Wherever the words "Lessor" and "Lessee" appear in this lease, they
      shall include the parties and their respective sublessee heirs, devisees,
      executors, administrators, successors and assigns, and the provisions of
      this agreement are binding upon them. Those words as may be used herein,
      shall be construed to include the plural as well as the singular; and the
      necessary grammatical changes required to make the provisions apply to
      either corporations, partnerships, other entities, or individuals,
      masculine or feminine, shall in all cases be assumed as though fully
      expressed. The neuter gender has been used herein for convenience
      only.

                   

                                     
      b.  This
      lease expresses the entire agreement between the parties hereto. NO
      amendments, modification, or waiver of any provision hereof shall be valid
      unless in writing and signed by all of the parties
      hereto.

                   

                                      
      c.   This
      agreement shall be construed in accordance with the laws of the State of
      West Virginia.

                   

                                       d. 
      If
      any provisions or paragraphs or part thereof of this agreement are held
      invalid or unenforceable, such invalidity or unenforceability shall not
      effect the validity or enforceability of the other portions hereof, all of
      which provisions are hereby declared severable.

                   

                                        e. 
      This
      lease shall not be recorded. However, the parties hereto mutually agree,
      upon the written request of either one to the other, to execute a
      memorandum of this lease in recordable form for filing and recording in
      the Office of the Clerk of the County Commission of the county in which
      the Demised Premises are located.

                   

                  IN
      WITNESS WHEREOF, the parties do hereunto set their hands to
      multiple copies hereof, each of which shall constitute an original, by
      their respective officers thereunto duly authorized all as of the day and
      year hereinabove set forth.

                   

                


        

         

        
          	
                   

                   

                   

                   

                   

                  Dated: November 1st,
      2008

                	
                  LESSOR:

                                               
      

                                ADJ
      CORP.,

                                 a
      West Virginia corporation

                   

                  By: /s/Audy Perry

                                  Its:
      Secretary

                   

                


        

         

        
          	
                   

                   

                   

                   

                   

                  Dated: November 1st,
      2008

                	
                  LESSEE:

                   

                               
      CHAMPION PUBLISHING, INC.,

                               
      a West Virginia corporation

                   

                  By: /s/Toney K. Adkins

                                
      Its: President