LEASE
AGREEMENT

    


    THIS
AGREEMENT is made as of this 28th day
of March, 2010, BY
AND

    


    BETWEEN

    


    STEVEN F. HOYE and STEVEN C. WARNER, hereinafter
collectively referred to as “Lessor,”

    AND

    


    AXION POWER BATTERY MANUFACTURING,
INC., a Pennsylvania corporation hereinafter referred to as
“Lessee.”

    


    WITNESSETH:

    


    WHEREAS, Lessor is the owner of certain
property located in the Township of Neshannock, Lawrence County, Pennsylvania,
as more fully described on Exhibit A hereto (the "Property"); and

    


    WHEREAS, Lessor desires to lease to
Lessee, and Lessee desires to lease from Lessor, a portion of the Property;
and

    


    THEREFORE, in consideration of the
covenants and premises hereby mutually undertaken to be kept and performed by
the parties hereto, the parties agree as follows with the intent to be legally
bound:

    


    1.           Premises.  Lessor
hereby leases to Lessee, and Lessee hereby rents and takes from Lessor that
portion of the Property consisting of approximately 70,438 square feet in the
aggregate (including 46,931 square feet of manufacturing space, 7,859 square
feet of office, locker, lab and lunch area, 9,200 square feet of
warehouse/storage buildings, 1,448 square feet of lab space, and 5,000 square
feet of basement area), which portion of the Property is further described in
Exhibit “A-1”, attached hereto and made part hereof (the "demised
premises").  In addition, Tenant shall have the non-exclusive right
and license to use any and all common areas and appurtenances of the property of
which the demised premises forms a part, including without limitation the
parking areas, walkways and driveways.  Additionally, Lessor agrees
that in the event Lessor decides to lease space in the service garage to Lessee
then, in that event, the rent per square foot shall be the same as provided in
this Lease Agreement or any renewals hereof.

    


    2.           Term.  This
lease shall be for a term of three (3) years commencing on the date hereof and
ending on the third anniversary hereof (“Initial Term”).  Lessee will
have the right and option to renew this lease for two (2) successive terms of
five (5) years each upon the same terms and conditions (except that rent shall
be adjusted as provided in paragraph 3 below) by giving Lessor written notice of
its intention to renew this lease at least ninety (90) days prior to the end of
the original term or prior to the end of any renewal term.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Rent.  Lessee
hereby covenants and agrees to pay Lessor as rent for the Initial Term without
demand or counterclaim the sum of Six Hundred One Thousand Two Hundred and
no/100 Dollars ($601,200.00), which sum shall be payable in equal monthly
installments of Sixteen Thousand Seven Hundred and no/100 Dollars ($16,700.00)
in advance on the first day of each and every month during the initial term
(prorated at the rate of $549.04 per day for any partial month).  In
the event said rental payments are not paid by the 5th day of
the month (but are paid by the 10th day of
the month) due then, in that event, Lessee shall pay additional rent in an
amount equal to 5% of the then due monthly rental payment.  Further,
in the event the monthly rental payment is not paid by the 10th day of
the month due then, in that event, Lessee shall pay additional rent in a sum
equal to 10% of the then due monthly rental payment.  The monthly
rental to be paid for each and any renewal term shall be a commercially
reasonable rental to be mutually agreed upon by Lessor and Lessee.  In
the event Lessor and Lessee are unable to agree on a rental rate, then a written
opinion of an M.A.I. appraiser selected by the Lessor and Lessee as to a
commercially reasonable rental rate shall be controlling.  The expense
of the appraisal conducted by such jointly selected appraiser shall be equally
divided between the Lessor and Lessee. In the event the selection of an
appraiser cannot be agreed upon, the Lessor shall select one M.A.I. appraiser,
the Lessee shall select one such appraiser, and the two appraisers so selected
shall select a third.  The controlling rental rate shall be the
average of the three appraisals.  Each party shall be responsible for
the expense of the appraisal conducted by the appraiser it selects, but the
expense of the appraisal conducted by the jointly selected appraiser shall be
equally divided between the Lessor and Lessee.

    


    4.           Taxes. Lessee shall pay all
taxes, general or special, all public rates, dues and special assessments of any
kind which shall become due and payable or which are assessed against or levied
upon the demised premises during the term of this lease.  It is agreed
by and between the parties that Lessee’s share of the total taxes assessed upon
Lessor’s property described in Exhibit “A” attached hereto is
78%.  Lessee’s tax responsibility shall be prorated on the basis of a
360-day year for any partial calendar year of this Lease.  Upon
receipt of all tax statements, Lessor shall compute Lessee’s actual tax
liability, adjustment shall be made between the parties, and Lessor shall
invoice Lessee for its allocable portion, which invoice shall be payable in 30
days.  Lessee shall remit all tax payments to Lessor, who shall
immediately pay and satisfy in full the outstanding tax
liability.  Lessee shall pay all taxes at discount or face value and
in the event Lessee has not paid said taxes at discount or face value then, in
that event, Lessee shall pay as additional rent a sum equal to the penalty
portion of Lessor’s share of the real estate tax on the property.

    


    5.           Utilities.  Lessor
shall arrange to have all public utility services customarily used in the
operation of a commercial or industrial enterprise (including but not limited to
water, sanitary sewer, gas, electricity, telephone, cable television or
communications services such as DSL or broadband) connected and available to the
demised premises for Lessee's use at the commencement of the
term.  Lessee shall pay or cause to be paid all charges for gas,
water, sewage, disposal, steam, electricity, light, heat or power, telephone or
other communication service used by Lessee in connection with the demised
premises.

    


    6.           Insurance.  As
part of the consideration for this lease, Lessee covenants and agrees to
maintain at its sole cost and expense at all times during the term of this
lease, public liability insurance under which Lessor shall be named as
additional insured, properly protecting and indemnifying Lessor, in an amount
not less than One Million Dollars ($1,000,000.00) for injury to any one person
(including death), and not less than One Million Dollars ($1,000,000.00) for
personal injuries in any one (1) accident, and not less than One Million Dollars
($1,000,000.00) for property damage, and an “umbrella” policy for not less than
$4,000,000.  Said policy or policies of insurance shall provide that
the same will not be cancelled without at least thirty (30) days advance written
notice to Lessor.

    


    During the term hereof, Lessee shall,
at Lessee’s own cost and expense, provide and keep in force insurance, under
which Lessor shall be named as loss payee, against loss or damage or injury or
destruction to any building or buildings and appurtenances there, now and
hereafter erected on the demised premises, resulting from fire or from any
hazard included in the normal broad extended coverage endorsement, with such
company or companies as may be reasonably acceptable to Lessor in the amount at
least equal to 100% of the replacement value of said building or buildings and
appurtenances thereto.  Said policy or policies of insurance shall
provide that the same will not be cancelled without at least thirty (30) days
advance written notice to Lessor.  Notwithstanding the foregoing,
should Lessee provide adequate proof to Lessor that the aforementioned
$4,000,000 umbrella policy provides coverage for the loss, damage, injury or
destruction to any building or buildings and appurtenances thereto then, in that
event, Lessee may maintain basic casualty insurance on the premises in an amount
at least equal to 80% of the replacement value of the building or buildings and
appurtenances.


    
      
         


      

      
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    Lessee shall furnish Lessor with a
certificate or certificates of insurance covering all insurance so maintained by
Lessee.

    


    7.           Use.  Lessee
shall use and occupy the demised premises as a business office, warehouse and
battery manufacturing facility and for any other lawful purpose or
business.  Lessee represents and warrants to Lessor that it will
occupy the demised premises, and conduct its operations on the demised premises,
in compliance with all applicable federal, state and local laws and regulations,
including all environmental laws and regulations.

    


    8.           Representations.

    


    (a)           Lessor
represents and warrants to Lessee that it has good and marketable fee simple
title to the demised premises, free and clear of all liens, restrictions, and
encumbrances other than those which do not have a material adverse effect on
Lessee's intended use of the demised premises.   Lessor has
received no written notice of violation of any law which remains uncorrected on
the date hereof and, to Lessor's knowledge, the demised premises is in
compliance with all applicable laws and regulations.

    


    (b)           Except
as otherwise provided in this lease, it is understood and agreed that Lessee
accepts the demised premises in the physical condition which the same now are
and that Lessor shall be under no obligation whatever to make any repairs or
replacements to the said premises during the term of this lease.

    


    (c)          
Lessee, at its sole expense, shall keep and maintain the structural and exterior
portions of the demised premises (including without limitation the walls,
ceilings, doors, foundations and roofs) in substantially the same condition as
they are in on the date of this lease, ordinary wear and tear excepted. Lessee,
at its sole expense, shall also keep and maintain all mechanical systems serving
the demised premises (including the plumbing, electrical, sewer and HVAC systems
but excluding any assets owned by Lessee) in good operating order and repair.
Lessee, at its sole expense, shall also make any necessary replacements and
capital improvements which may be required to comply with the foregoing
covenants or which may be required by any law; provided, however, in the event
such replacements or capital improvements exceed, individually or in the
aggregate, $75,000, Lessee shall have the option to make such replacements or
capital improvements or terminate this lease on 60 days notice to Lessor unless
Lessor is willing to make such replacements or improvements. Notwithstanding the
foregoing, in the event Lessee chooses, in its discretion, to change or expand
its use of the premises, and is required to make capital improvements to assure
such changed or expanded use complies with any applicable environmental or other
regulations and such capital improvements exceed $75,000, Lessee shall not have
the option of terminating this lease in accordance with the immediately
preceding sentence.

    


    (d)           Except
as otherwise provided in this lease, Lessee, at its sole expense, shall make any
and all other necessary repairs to the demised premises in order to preserve,
protect, and maintain the demised premises in substantially the same condition
as they are in on the date hereof, ordinary wear and tear
excepted.    If Lessee fails to make such repairs or fails
to maintain properly the demised premises, same may be made or done by Lessor at
the expense of the Lessee and the costs thereof shall be collectible as
additional rent or otherwise and shall be paid by Lessee within five (5) days
after rendition of a bill or statement thereof.


    
      
         


      

      
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    9.           Alterations.  No
installations, alterations, improvements, additions or changes of a structural
nature shall be made in or to the demised premises by Lessee without the prior
consent of Lessor.  All installations, alterations, additions, or
improvements of a permanent nature made by Lessee in the demised premises
(except such trade and office fixtures and equipment of Lessee as may be removed
without material damage to the premises) shall, immediately upon being made or
installed, become the property of Lessor and shall remain upon and be
surrendered with the demised premises as a part thereof upon the expiration or
earlier termination of this lease, without disturbance or injury.

    


    10.        
Non-Assignment.  Lessee
shall not assign this lease or underlet the demised premises, or any part
thereof, without the prior written consent of Lessor; provided, however, that
Lessee shall have the right to assign this lease or underlet the demised
premises to an affiliate of Lessee upon prior written notice to and consent of
Lessor, which consent shall not be unreasonably delayed or
withheld.

    


    11.         Casualty; Eminent
Domain.

    


    (a)           If
the demised premises shall be damaged by fire or other casualty and the same can
be restored within 120 days after the date of the casualty, Lessor shall
commence the restoration of the same promptly upon settlement of such loss with
all insurance carriers (which settlement Lessor shall diligently pursue) and
shall diligently complete the same, and this lease shall remain in full force
except that rent and additional rent shall abate with respect to the unusable
portion of the demised premises until completion of such
restoration.  If Lessor and Lessee reasonably determine that such
restoration cannot be completed within such time period or if Lessor shall not
have completed the restoration within such time period, then Lessee shall have
the right to terminate this lease upon written notice to Lessor.

    


    (b)           If,
during the term of this lease, all of the demised premises should be taken for
any public or quasi-public use under any law, ordinance, or regulation or by the
right of eminent domain, or should be sold to the condemning authority under
threat of condemnation, this lease shall terminate and the rent shall be abated
during the unexpired portion of this lease, effective as of the date of the
taking of said premises by the condemning authority.

    


    If less than all of the leased premises
shall be taken for any public or quasi-public use under any law, ordinance or
regulation, or by right of eminent domain, or should be sold to the condemning
authority under threat of condemnation, this lease shall not terminate but
Lessor shall forthwith at its sole expense, restore and reconstruct the building
and other improvements, situated on the leased premises, provided such
restoration and reconstruction shall make the same reasonably tenantable and
suitable for the uses for which the premises are leased and rent shall be
equitably abated during such period; provided, however, that if such restoration
or reconstruction cannot reasonably be or is not completed within 120 days
following such taking, Lessee shall have the right in its sole option to
terminate this lease.  If not so terminated, the rent payable
hereunder during the unexpired portion of this lease shall be adjusted
equitably.

    


    In any event, any condemnation award,
or purchase price in lieu thereof, for the taking of all or any portion of the
premises shall be the property of Lessor whether such award or purchase price
shall be made as a compensation for diminution in value of the leasehold or for
the taking of the fee, and Lessee hereby assigns to Lessor all its right, title,
and interest in and to any such award or purchase price.  Nothing
contained herein, however, shall be deemed to preclude Lessee from obtaining, or
to give Lessor any interest in, any award to Lessee for moving expenses or for
loss or damage to lessee’s fixtures, equipment or other property or for damages
for cessation or interruption of Lessee’s business.


    
      
         


      

      
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    12         Maintenance.  Lessee
shall keep the demised premises in a neat and clean appearance and shall not
allow an accumulation of trash, waste or other refuse thereon.

     

    13.        Events of
Default.  The occurrence of any of the following shall
constitute material default and breach of this lease by Lessee:

    


    (a)           A
failure by Lessee to pay the rent reserved herein, or to make any other payment
required to be made by Lessee hereunder, within five (5) days after the date
due.

    


    (b)           A
failure by Lessee to observe and perform any other provisions or covenants of
this lease to be observed or performed by Lessee, where such failure continues
for thirty (30) days after written notice thereof from Lessor to Lessee
provided; however, that if the nature of the default is such that the same
cannot reasonably be cured within such thirty-day period, Lessee shall not be
deemed to be in default if Lessee shall within such period commence such cure
and thereafter diligently prosecutes the same to completion;

    


    (c)           The
making by Lessee of any assignment for the benefit of creditors; the
adjudication that Lessee is bankrupt or insolvent; the filing by or against
Lessee of a petition to have Lessee adjudged bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Lessee the same is dismissed within sixty
(60) days after the filing thereof); the appointment of a trustee or receiver to
take possession of substantially all of  Lessee’s assets located in
the demised premises or of Lessee’s interest in this lease (unless possession is
restored to Lessee within thirty (30) days after such appointment); or the
attachment, execution or levy against or other judicial seizure of,
substantially all of Lessee’s assets located in the demised premises or of
Lessee’s interest in this lease (unless the same is discharged within thirty
(30) days after issuance thereof).

    


    14.        Acceleration.  In
the event of any material default or breach of this lease by Lessee as set forth
in paragraph 13 hereof, the rent reserved herein for the entire unexpired
portion of the term of this lease shall at the Lessor’s option thereupon
immediately become due and payable.  To the extent permitted by law,
Lessee shall be obligated for such accelerated rent regardless of which, if any,
of the remedies provided in paragraph 15 hereof or provided by law Lessor elects
to pursue.

    


    15.        Lessor’s
Remedies.  In the event of any material default or breach of
this lease by Lessee as set forth in paragraph 13 hereof; Lessor, at its option,
may terminate this lease upon and by giving written notice of termination to
Lessee, or Lessor, without terminating this lease, may at any time after such
material default or breach, without notice or demand additional to that provided
in paragraph 13 hereof, and without limiting Lessor in the exercise of any other
right or remedy which Lessor may have by reason of such default or breach (other
than the aforesaid right of termination), exercise any one or more of the
remedies hereinafter provided in this paragraph or as otherwise provided by law,
all of such remedies (whether provided herein or by law) being cumulative and
non exclusive:

    


    (a)           Lessor
may enter the demised premises (to the extent permitted by law and without
thereby incurring any liability to Lessee and without such entry being
constituted an eviction of Lessee or termination of this lease) and take
possession of the demised premises and, at any time and from time to time relet
the demised premises or any part thereof for the account of Lessee, for such
terms, upon such conditions and at such rental as Lessor may deem
proper.  In the event of such reletting,  (i) Lessor shall
receive and collect the rent therefrom and shall first apply such rent against
such expenses as Lessor may have incurred in recovering possession of the
demised premises, placing the same in good order and condition, altering or
repairing the same for reletting and such other expenses, commissions and
charges, including attorney’s fees, which Lessor may have paid or incurred in
connection with such repossession and reletting, and then shall apply such rent
against the accelerated rent.  No re-entry by Lessor shall be deemed
to be an acceptance of a surrender by Lessee of this lease or of the demised
premises.


    
      
         


      

      
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    16.        Non-Waiver.  The
failure or delay on the part of Lessor or Lessee to enforce or exercise at any
time any of the provisions, rights, or remedies in this lease shall in no way be
construed to be a waiver thereof, nor in any way to effect the validity of this
lease or any part hereof, or the right of Lessor or Lessee, as the case may be,
to thereafter enforce each and every such provision, right to
remedy.  No waiver of any breach of this lease shall be held to be a
waiver of any other or subsequent breach.  The receipt by Lessor of
rent at a time when the rent is in default under this lease shall not be
construed as a waiver of such default.  The receipt by Lessor of a
lesser amount than the rent due shall not be construed to be other than a
payment on account of the rent then due, nor shall any statement on Lessee’s
check or any letter accompanying Lessee’s check be deemed an accord and
satisfaction, and Lessor may accept such payment without prejudice to Lessor’s
right to recover the balance of the rent due or to pursue any other remedies
provided in this lease.  No act or thing done by Lessor or Lessor’s
agents or employees during the term of this lease shall be deemed an acceptance
or a surrender of the demised premises, and no agreement to accept such a
surrender shall be valid unless in writing and signed by Lessor.

    


    17.        Assignment.  Lessor
reserves the right to assign this lease at any time, including the assignment of
rent as security, and Lessee hereby agrees to make payments of rent to any party
to whom such an assignment is made upon written request of Lessor.

    


    18.        Inspection. Lessor
shall have the permission at any reasonable time or times upon reasonable prior
notice (except in the event of an emergency) to enter upon the demised premises
for the purpose of making inspections and to make repairs, in the event Lessor
should determine to make such repairs, or for the purpose of protection of such
premises. Additionally, Lessor or Lessor’s appointee shall have the right, but
not the responsibility, at its sole expense and upon reasonable prior notice, to
inspect or conduct environmental studies upon the leased premises to assure
Lessee’s compliance with all applicable environmental rules, regulations, laws
and statutes; provided, that Lessee shall have the right to have a
representative of Lessee present during any inspection of the interior of the
demised premises. Lessor or Lessor’s appointee shall have the right to conduct
such inspections or environmental studies every six (6) months during the term
of this lease. Lessor shall promptly repair any damage to the demised premises
caused by its or any such person's entry upon the demised premises and shall
indemnify, defend and hold Lessee harmless from and against any and all claims,
damages, losses, liabilities, costs and expenses (including without limitation
reasonable attorneys' fees and court costs) arising out of or in connection with
any such entry upon the demised premises, with the exception of any such claims,
damages, losses, liabilities, costs and expenses (including without limitation
reasonable attorneys’ fees and court costs) caused as a result of the negligent,
reckless or intentional action or inaction of the Lessee, its agents, servants,
employees or invitees; Lessor's obligations under this paragraph shall survive
the termination of this lease. Lessor shall use reasonable efforts to minimize
any disruption to Lessee’s business and operations caused by the exercise of
Lessor’s rights under this paragraph.

    


    19.        Surrender.  At
the expiration of the original term of this lease or any extension of such term
by Lessee, Lessee shall surrender the demised premises to Lessor in the same
condition as when Lessee took possession of such premises, ordinary wear and
tear excepted.

    


    20.        Holdover.  If
Lessee holds over without written consent of Lessor after expiration or
termination of the original term of the lease or any extension of such term by
Lessee, Lessee’s holdover shall be at the will of Lessor.


    
      
         


      

      
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    21.     
   Notices.  All
notices provided to be given under this agreement shall be given by messenger,
reliable express delivery service, telecopier or certified mail or registered
U.S. mail, addressed to the proper party at the following address:

     

    
      
        	
                LESSOR:

              	
                LESSEE:

              
	
                Steven
      F. Hoye and

              	
                Axion
      Power Battery Manufacturing, Inc.

              
	
                Steven
      C. Warner

              	
                Attn:  Thomas
      G. Granville, CEO

              
	
                Box
      202

              	
                3601
      Clover Lane

              
	
                New
      Wilmington, PA   16142

              	
                New
      Castle, PA  16105

              
	
                Fax:

              	
                Fax:

              
	 
      	 
      
	
                With
      a copy to:

              	
                With
      a copy to:

              
	 
      	 
      
	
                Phillip
      L. Clark, Jr., Esq.

              	
                William
      E. Kelleher, Jr., Esq.

              
	
                Balph,
      Nicolls, Mitsos, Flannery

              	
                Cohen
      & Grigsby, P.C.

              
	
                &
      Clark, P.C.

              	
                11
      Stanwix Street, 15th
      Floor

              
	
                Suite
      300, Huntington Bank Bldg.

              	
                Pittsburgh,
      PA  15222

              
	
                14
      North Mercer Street

              	
                Fax:  412-209-1997

              
	
                New
      Castle, PA  16101

              	 
      
	
                Fax:  724-658-4346

              	 
      


      

    

     

    Notices shall be deemed to have been
given on the date of receipt by the addressee (or, if the date of receipt is not
a business day, on the first business day after the date of receipt), as
evidenced by (i) a receipt executed by the addressee (or a responsible
person in his or her office) or a notice to the effect that such addressee
refused to accept such communication, if sent by messenger, U.S. mail or express
delivery service, or (ii) a receipt generated by the sender's telecopier
showing that such communication was sent to the appropriate number on a
specified date, if sent by telecopier.

    


    22.   
     Signage.  Lessee
shall have the right to use the Marquee sign located at the main entrance to the
subject premises for purposes of advertising Lessee’s business.  Said
sign shall comport with all local, state and federal rules, regulations, codes,
statutes and ordinances.

    


    Lessee shall submit all new sign
designs to Lessor for approval prior to erecting new signs and
panels.  Lessor shall not unreasonably withhold its approval or
consent for any commercially designed signs meeting all local, state and federal
rules, regulations, codes, statutes and ordinances.  All fees, utility
costs, lighting apparatus and panels associated with the operation of the sign
shall be the sole responsibility of the Lessee.

    


    23.      
  Memorandum
of Lease. At
Lessee’s request, Lessor agrees to execute a Memorandum of Lease in such form as
may be recorded in the Office of the Recorder of Deeds of Lawrence County,
Pennsylvania.

    


    24.     
   Peaceable
Enjoyment. If and so long as Lessee
pays the rent and observes and performs all of the covenants, conditions and
provisions on Lessee's part to be observed and performed hereunder, Lessee shall
and may peaceably and quietly have, hold and enjoy the Premises for the term and
any renewal or extension thereof, subject nevertheless to all of the provisions
of this lease.  Lessor covenants that Lessor shall not unreasonably
interfere with the business or operations of Lessee.

     

    
      
         


      

      
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    25.        Right of First
Refusal.  If during the term of this lease (including any
extensions or renewals hereof), Lessor receives a bona fide offer for the
purchase or other transfer of all or a portion of the property of which the
demised premises forms a part, which offer Lessor intends to accept, Lessor
shall not sell, convey or transfer such property unless Lessor shall have first
offered in writing to sell such property to Lessee upon the same terms and
conditions set forth in such offer (including any contingencies).  If
such an offer is made to Lessor, Lessor shall give written notice to Lessee of
such offer, and shall include a complete copy of such offer with the
notice.  Within sixty (60) days after Lessee’s receipt of such offer
from Lessor, Lessee shall have the right to (a) accept Lessor’s offer to sell at
the price and other terms contained in the third party offer, or (b) not accept
Lessor’s offer to sell.  If Lessee does not accept the offer or if
Lessee does not respond to such offer within such sixty (60) day period, Lessor
shall have the right, within one-hundred-twenty (120) days after the date of the
offer to Lessee, to enter into a written contract of sale with such third party
for the sale of such property upon all the terms and conditions of the offer as
transmitted to Lessee.  If a written contract with such third party on
the terms and conditions offered to Lessee is not entered into within such
one-hundred-twenty (120) day period, the sale of the demised premises shall
again be subject to Lessee’s right of first refusal contained in this
paragraph.

     

    WITNESS
the following signatures and seals:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              WITNESS:

                            	 
      	
                              LESSOR:

                            
	 
      	 
      	 
      
	
                                

                            	 
      	
                                

                            
	 
      	 
      	
                              Steven
      F. Hoye

                            
	 
      	 
      	 
      
	
                                

                            	 
      	
                                

                            
	 
      	 
      	
                              Steven
      C. Warner

                            
	 
      	 
      	 
      
	
                              ATTEST:

                            	 
      	
                              LESSEE:

                            
	 
      	 
      	 
      
	 
      	 
      	
                              AXION
      POWER BATTERY

                              MANUFACTURING,
      INC.

                            
	 
      	 
      	 
      
	
                              

                            	 
      	
                              By:

                            	
                                

                            
	 
      	 
      	
                              Thomas
      G. Granville

                            
	 
      	 
      	
                              CEO
      and
President

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    EXHIBIT
“A”

    


    ALL that certain piece parcel or lot of
land situate, lying and being in Neshannock Township, Lawrence County,
Pennsylvania, being known and designated as Northgate Industrial Park, Parcel
“A”, a plan of record in the Recorder’s office of Lawrence County, Pennsylvania,
in Plot Book Vol. 14, page 26, and being more particularly described as follows,
to-wit:

    


    BEGINNING
at the Northeast corner thereof in the center of the old New Castle and New
Wilmington Road No. 710, at a point, which said point is also the Southeast
corner of lands now or formerly of T. W. Barber; thence by the center of said
public road South 17 degrees 30 minutes West, a distance of 520 feet to a point;
thence North 72 degrees 15 minutes West, a distance of 650 feet to an iron pin;
thence North 19 degrees 01 minute West, a distance of 368.5 feet to an iron pin
on line of lands of J. F. Cover; thence South 87 Degrees 00 minutes East, a
distance of 900 feet, more or less, by lands of J. F. Cover and T. W. Barber, to
a point in the center of the aforesaid public road; and containing 7.51
acres.

    


    TOGETHER
with a 25-foot easement in the Southwest corner of the aforedescribed parcel, as
set forth in the aforementioned recorded plan, said easement being for the
purpose of providing access to a small lake located to the South and West of the
parcel above described, said easement to continue only for so long as the lake
remains in existence and in the event the lake is drained and/or filled or
otherwise caused to cease and terminate, this easement shall be null and void,
with said easement to include the right to use the aforesaid lake for
recreational purposes only under and subject to the same conditions and
limitations respecting the termination of said easement.

    


    BEING the
same lands conveyed to Steven F. Hoye and Steven C. Warner by deed of Warren J.
Hoye, et al., dated May 8, 1986 and to be recorded herewith.

     

    
      
         


      

      
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    EXHIBIT
A-1

    


    Demised
Premises

     

    [Schematic
drawing to be agreed upon by Lessor and Lessee]

     

    
      
         


      

      
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