Lease, commencing May 5, 2003, between JAM Walnut Properties, LLC and Magnetech
      Industrial Services, Inc.


    

      Exhibit
        10.16

      


      COMMERCIAL
        LEASE

      


      This
        lease is entered into between JAM WALNUT PROPERTIES LLC (“Landlord”) and
        Magnetech Industrial Services, Inc. (“Tenant”).

      


       

      1. Agreement
        to Lease.
        Landlord is the owner of real estate and improvements located at 1125 S.
        Walnut
        Street, South Bend, Indiana, the legal description of which is attached as
        Exhibit “A” (“Real Estate”). Subject to all the provisions of this Lease,
        Landlord leases to Tenant and Tenant leases from Landlord a portion of the
        Real
        Estate as shown on the drawing attached as Exhibit “B” (“Property”). Tenant
        shall be responsible for expenses on the entire Real Estate, such as taxes,
        utilities, etc. as provided in this Lease.

       

      2. Term. 
        This
        Lease shall be for an initial term of nine (9) years beginning on May 5,
        2003,
        (“Lease Commencement Date”) through May 5, 2012 (“Lease Termination
        Date”)

       

      3. Use.
        Tenant
        shall use the Property for the operation of its business and any related
        purpose.

       

      4. Rent.
        As rent
        for use of the Property, Tenant agrees to pay the following:

       

      


       

      
        	 	
                Lease
                  Years

              	 	
                Rent 

                 

              
	 	
                1st
                  through 3rd years

                 

              	 	
                $7,200.
                  per month

                 

              
	 	
                4th
                  through 6th
                  years

                 

              	 	
                $7,560.
                  per month

                 

              
	 	
                7th
                  through 9th
                  years

                 

              	 	
                $7,938.
                  per month

                 

              


      

      


       

      The
        first
        payment of rent shall be due on the Lease Commencement Date with subsequent
        payments due on the same day of each consecutive month thereafter. Payments
        shall be made to Landlord at 1125 S. Walnut Street, South Bend, Indiana 46619,
        or any other place Landlord may from time to time designate in
        writing.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      If
        Tenant
        fails to pay any rent, expenses or other charges required under this Lease
        within five (5) days after the due date, then any unpaid amounts shall be
        subject to a late charge of two percent (2%) interest per month from the
        due
        date to the date of payment, which percentage rate is an annual rate of
        twenty-four percent (24%). Notwithstanding this interest charge, nonpayment
        of
        any such amounts due under this Lease shall constitute a default.

       

      5. Additional
        Expenses. 

       

      a. Utilities.
        All
        utility bills, including water, sewerage, gas, electricity, telephone and
        similar services on the Real Estate shall be paid by Tenant. Tenant shall
        not
        install any equipment which shall exceed the capacity of any utility facilities
        furnished by Landlord. If any equipment desired by Tenant requires additional
        utility facilities, the same shall be installed at Tenant’s expense in
        compliance with all applicable code requirements and with Landlord’s prior
        written approval. Further, Landlord shall not be liable to Tenant in damages
        or
        otherwise for any utilities or services, whether or not furnished by Landlord
        hereunder, which are interrupted or terminated for any reason, including
        repairs, installations, improvements, energy emergency or shortage.

       

      b. Taxes
        and Assessments.
        Tenant
        shall pay all real estate taxes (“Taxes”), assessments and any other
        governmental charges (“Assessments”) on the Real Estate as they come due during
        the term of the Lease. Tenant shall pay Taxes to Landlord in two (2) equal
        installments on or before May 10 and November 10 of each year during the
        term of
        this Lease. Tenant shall pay Assessments to Landlord at least ten (10) days
        before the Assessments are due and payable. Landlord agrees to furnish Tenant
        with copies of official statements from the County Treasurer or other taxing
        authority on or before each April 15 and October 15 reflecting the Taxes
        and/or
        Assessments due on the Real Estate.

       

      c. Maintenance.
        Tenant
        shall at all times maintain the complete Real Estate in good working order
        and
        repair, including but not limited to the foundations, roof and other structural
        portions of the Real Estate. All entrances, vestibules, partitions, windows,
        window frames and moldings, door openers, 

       


      
        
          
          

        

        
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      fixtures,
        equipment, and appurtenances thereof, as well as lighting, heating, electrical,
        plumbing, ventilation, air conditioning and similar systems (whether installed
        by Landlord or Tenant). Tenant shall keep the Real Estate in a clean, orderly,
        and safe manner. Tenant covenants that the Real Estate shall at all times
        comply
        with all ordinances, governmental regulations and applicable laws. If
        replacement of any aforesaid equipment, fixtures or appurtenances becomes
        necessary, Tenant shall replace the same with equipment, fixtures and
        appurtenances of the same size and quality and shall promptly repair any
        and all
        damage done by such replacement. If Tenant fails to perform these obligations,
        Landlord without notice may, but shall not be obligated to, perform such
        obligations and add the cost to the next installment of rent due. At the
        expiration of this Lease or any extension thereof, Tenant shall return the
        Real
        Estate to Landlord in its Original Condition, reasonable wear and tear excepted.
        Tenant shall pay for all repairs and Real Estate upkeep, including window
        and
        glass replacement, snow removal, trash removal, lawn care and similar
        expenses.

       

      6. Insurance.

       

      a. Fire
        Insurance. Tenant
        at
        its sole cost and expense shall keep the building or buildings and improvements
        on the Real Estate insured under a policy with extended coverage endorsements
        for not less than its full or their full replacement value. Tenant shall
        be
        responsible for insurance covering Tenant’s personal property. Tenant shall also
        obtain business interruption insurance if Tenant wishes to be protected from
        this risk since it is understood the Landlord shall not be responsible for
        any
        loss to Tenant caused by fire (regardless of who is negligent). Tenant agrees
        not to keep or use anything on the Property which is prohibited by the standard
        policy form of fire insurance.

       

      b. Public
        Liability Insurance. At
        Tenant’s expense, Tenant shall procure comprehensive and general public
        liability insurance against claims for personal injury, death or property
        damage
        occurring in, or about the Property, such insurance to afford protection
        to the
        limit of not less than One Million Dollars ($1,000,000.) in respect to injury
        or
        death of a single person, Five Million Dollars 

       


      
        
          
          

        

        
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      ($5,000,000.)
        in respect to any one accident and Five Hundred Thousand Dollars ($500,000.)
        in
        respect to property damage.

       

      c. General
        Requirements. The
        insurance policies required to be obtained by Tenant shall name Tenant as
        the
        insured and the Landlord (and any mortgagee as additional insureds. These
        insurance policies shall be issued by insurers authorized to do business
        in the
        State of Indiana. These policies shall provide that they not be cancelled
        without at least ten (10) days prior written notice to both Landlord and
        Tenant
        and further that any losses shall be payable notwithstanding any act or
        negligence of Tenant or Landlord which might otherwise result in forfeiture
        of
        the insurance.

       

      Upon
        commencement of the term of this Lease and thereafter not less than fifteen
        (15)
        days prior to the expiration date of each expiring policy, a certificate
        evidencing the insurance policies issued by each insurer shall be delivered
        to
        Landlord, together with satisfactory evidence of payment of all required
        premiums.

       

      7. Acceptance
        of Premises. 
        By
        occupying the premises, Tenant acknowledges that the Property has been examined
        and is in good order and repair (“Original Condition”). Tenant acknowledges that
        no representations as to the condition of repair have been made by Landlord.
        

       

      8. Alterations. 
        Tenant
        shall make no structural changes alterations, additions, or improvements,
        or do
        any such work on or about the Property without the prior written consent
        of the
        Landlord. All structural changes or alterations shall become a part of the
        Property and remain thereon as Landlord’s property at the termination of the
        Lease. However, Landlord hereby consents to and gives Tenant the right to
        install or provide such trade fixtures, partitions and equipment, together
        with
        any additional painting or decorative, nonstructural alterations, which Tenant
        may find necessary or desirable for operation of its business. It is further
        agreed that all such trade fixtures, partitions and equipment installed by
        Tenant (“Trade Fixtures”), regardless of the manner of their annexation, may be
        removed by Tenant at the termination of this Lease.

       


      
        
          
          

        

        
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      All
        changes, whether structural or nonstructural, shall be made at Tenant’s own
        expense. Restoration of the Property to its Original Condition (including
        damage
        caused by removal of the Trade Fixtures) also shall be made at Tenant’s expense.
        Tenant shall promptly pay for all materials and labor involved in making
        such
        changes or restoration and shall not permit any liens, claims or demands
        (“Claim”) to exist against the Landlord or the Property. If a Claim is filed or
        made against the Landlord or the Property, Tenant shall defend the same at
        its
        own expense and indemnify and hold Landlord harmless from all liability and
        expenses arising by virtue of the Claim (unless the Claim arose because of
        the
        fault of the Landlord).

       

      9. Assignment
        and Subletting.
        Tenant
        shall not assign, pledge, mortgage, or otherwise encumber either this Lease
        or
        the Property. Tenant shall not sublet all or any part of the Property without
        the Landlord’s prior written consent. However, no permitted subletting shall
        relieve Tenant of Tenant’s obligations under this Lease. Tenant shall continue
        to be liable as a principal and not as a guarantor or surety to the same
        extent
        as though no subletting had been made.

       

      10. Casualty
        Loss. If the Property is damaged or destroyed by fire or other casualty which
        renders it untenantable, Landlord may elect to either terminate the Lease
        or
        restore the Property to its former condition within one hundred twenty (120)
        days after such casualty. Landlord shall give written notice of such election
        to
        Tenant within thirty (30) days after the casualty; if such notice is not
        given,
        the Lease shall terminate. If Landlord does not restore the Property, rent
        shall
        be paid at the agreed rate only up to and including the date of such casualty.
        If Landlord repairs the Property, the rent shall abate until the Property
        is
        again tenantable. If the Property suffers only partial damage or destruction,
        Landlord shall repair the damage within a reasonable time and shall abate
        Tenant’s rent in proportion to the amount of the untenantable
        Property.

       

      11. Default
        of Tenant. 
        Failure
        of Tenant to perform any requirements under this Lease within thirty (30)
        days
        after written notice of default is received 

       


      
        
          
          

        

        
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      from
        Landlord, except Tenant’s failure to make rental payments for which no written
        notice of default is required from Landlord, shall be considered a default
        by
        Tenant under this Lease.

       

      12. Remedies
        of Landlord. If
        Tenant
        defaults in payment of rent, expenses or any other agreements contained in
        this
        Lease, Tenant will at once deliver peaceable possession of the Property to
        Landlord.

       

      13. Signs.
        The
        Tenant may install appropriate signs on the Property. At the termination
        of this
        Lease, such signs shall be removed at Tenant’s expense. Any damage to the
        Property caused by the erection, maintenance or removal of such signs shall
        be
        paid for by the Tenant.

       

      14. Environmental
        Representations. Tenant
        shall not use, or permit the Property to be used, in a manner that violates
        any
        applicable federal, state or local law, regulation or ordinance now or hereafter
        in force. This includes, but is not limited to, any law, regulation or ordinance
        pertaining to air or water quality or emissions; the handling, transportation,
        storage, treatment, usage or disposal of toxic or hazardous substances; or
        any
        other environmental matters. Compliance shall be at the sole cost and expense
        of
        Tenant, its agents, employee, contractors or invitees.

       

      Tenant
        shall immediately notify the Landlord of any spills, releases or other potential
        failures to comply with applicable environmental laws and regulations, and
        of
        any inspections, notices, orders, fines or communications originating from
        environmental regulatory agencies.

       

      Landlord,
        its officers, employees, contractors or agents shall have the right but not
        the
        duty to inspect the premises, including Ternant’s records pertaining to
        environmental compliance, and conduct any sampling or tests necessary to
        verify
        Tenant’s compliance with applicable environmental law or regulations and this
        Lease. If Tenant is found to be in violation of this Lease or any applicable
        law
        or regulation, or if environmental contamination is detected, Tenant shall
        be
        responsible for all costs associated with such contamination or
        noncompliance.

       


      
        
          
          

        

        
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      Tenant
        agrees to indemnify, defend and hold Landlord and its officers, directors,
        employees, contractors and agents harmless from all costs or liabilities
        arising
        from any environmental contamination or noncompliance with any applicable
        federal, state or local environmental law, regulation or ordinance now or
        hereafter in force, resulting from the operations of the Tenant, its agents,
        employees, contractors or invitees.

       

      This
        indemnification includes, without limitation, all claims, judgments, damages
        (including natural resource damages), penalties, fines and costs incurred
        in
        connection with any site investigation to determine the presence or extent
        of
        any contamination, as well as the costs of any cleanup, removal or remedial
        work, whether or not it is required by any regulatory agency. Such costs
        shall
        include reasonable environmental consultant’s and attorney fees.

       

      This
        indemnification shall survive the expiration or earlier termination of this
        Lease.

       

      15. Liability
        and Indemnification. Landlord
        shall not be liable to Tenant for any damage or injury to Tenant or Tenant’s
        property arising out of or in any way related to the condition of the Property.
        Tenant shall indemnify and hold Landlord harmless against all liabilities,
        losses, claims, costs, expenses and judgments of any nature arising from
        or in
        connection with injuries to persons or damage to property arising from or
        connected with Tenant’s use of the Property.

       

      16. Holding
        Over. At
        the
        termination of this Lease, by lapse of time or otherwise, Tenant will yield
        up
        immediate possession to Landlord.

       

      17. Option
        to Renew.
        Provided this Lease is in effect and Tenant is not in default, Tenant shall
        have
        the right and option to renew this Lease for additional terms of three (3)
        years
        each under the same provisions as the original Lease, except for rental
        payments. To be effective, the option to renew must be exercised by Tenant
        by
        notice delivered to Landlord or mailed to Landlord by certified mail, postage
        prepaid and return receipt requested at least four months prior to the beginning
        date of the renewal term.

       


      
        
          
          

        

        
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      For
        each
        option renewal term, Tenant agrees to pay as rent for the Property an increase
        in monthly installments equal to five percent (5%) rounded to the nearest
        dollar. For example, for the first renewal term, Tenant would pay as rent
        for
        the Property equal monthly installments of EIGHT THOUSAND THREE HUNDRED
        THIRTY-FIVE DOLLARS ($8,335.00) each; the monthly rent for the second renewal
        term would be EIGHT THOUSAND SEVEN HUNDRED FIFTY-TWO DOLLARS ($8,752.00)
        per
        month.

       

      18. Miscellaneous.

       

      a. Quiet
        Enjoyment.
        So long
        as Tenant performs and observes all the provisions of this Lease, Landlord
        covenants and promises that Tenant shall have peaceful enjoyment of the
        Property.

       

      b. Notice.
        Notice
        from one party to another relating to this Lease shall be deemed effective
        if
        made in writing (including telecommunications) and delivered to the recipient’s
        address, telex number or facsimile number set forth under its name by any
        of the
        following means: (a) hand delivery, (b) registered or certified mail, postage
        prepaid, with return receipt requested, (c) first class or express mail,
        postage
        prepaid, (d) Federal Express or like overnight courier service or (e) facsimile,
        telex or other wire transmission with request for assurance of receipt in
        a
        manner typical with respect to communications of that type. Notice made in
        accordance with this section shall be deemed delivered on receipt if delivered
        by hand or wire transmission, on the third business day after mailing if
        mailed
        by first class, registered or certified mail, or on the next business day
        after
        mailing or deposit with an overnight courier service if delivered by express
        mail or overnight courier. The current address of the parties is as
        follows:

       

      
        	
                Landlord

              	 	
                Tenant

              
	
                JAM
                  WALNUT PROPERTIES, LLC

              	 	
                Magnetech
                  Industrial Services, Inc.

              
	
                1125
                  S. Walnut Street

              	 	
                1125
                  S. Walnut Street

              
	
                South
                  Bend, IN 46619

              	 	
                South
                  Bend, IN 46619

              
	
                Fax:
                  574-232-7648

              	 	 


      

      



      
        
          
          

        

        
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      c. Entry
        and Inspection.
        Landlord shall have the right to enter and inspect the Property at reasonable
        times.

       

      d. Attorney
        Fees.
        Tenant
        shall pay all reasonable costs, attorney and paralegal fees and expenses
        that
        may be incurred by Landlord in the enforcement of the terms of this Lease
        including any expenses incurred on appeal.

       

      e. Severability.
        If any
        provision of this Lease becomes invalid or unenforceable, the remainder of
        the
        Lease shall not be affected and the balance of the Lease provisions shall
        be
        valid and enforceable to the fullest extent permitted by law.

       

      f. Successors.
        The
        provisions of this Lease shall be binding upon the successors in interest
        of
        both Landlord and Tenant.

       

      g. Headings.
        The
        paragraph headings contained in this Lease are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation of this
        Lease.

       

      h. Counterparts.
        This
        Lease may be executed simultaneously in two or more counterparts, each of
        which
        shall be deemed an original, but all of which together shall constitute one
        and
        the same instrument.

       

      i. Entire
        Agreement. This Lease (including the exhibits hereto) is intended by the
        parties
        to and does constitute the entire agreement of the parties with respect to
        the
        rental of the Property. This Lease supersedes any and all prior understandings,
        written or oral, between the parties hereto.

       

      Landlord
        and Tenant now sign this Lease to be effective the 5th
        day of
        March, 2003.

       

      


       

      
        	
                LANDLORD

              	 	
                TENANT

              
	
                JAM
                  WALNUT PROPERTIES, LLC

                 

              	 	
                MAGNETECH
                  INDUSTRIAL SERVICES, INC.

                 

              
	 	 	 
	 /s/
                John A. Martell	 	 /s/
                John A. Martell
	
                By:
                  John A. Martell, Member

              	 	
                By:
                  John A. Martell, President

              


      

      



      
        
          
          

        

        
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      Exhibit
        “A”

      Legal
        Description

       

      


      The
        subject property is located at 1125 South Walnut Street, Portage Township,
        South
        Bend, Indiana 46619. The subject property is the offices, warehouse and
        manufacturing plant for Magnetech Industrial Services, Inc. It is located
        in a
        heavily industrialized area in southwest South Bend.


       

      The
        site
        is part of the Northwest Quarter of Section 14, Township 37, Range 2 East,
        beginning 682.75 feet south of the Southwest corner of Sample and Walnut,
        approximately 5 acres. The site is serviced by all necessary public utilities,
        including gas, water, electric and sewer.


       

      The
        site
        is improved with a masonry exterior with flat roof and the interior has paper
        or
        painted drywall. Lay-in grid ceiling, carpeted floors. The warehouse and
        manufacturing space are pre-engineered metal construction with reinforced
        slab
        floors. The warehouse has a 15 foot eave height and the manufacturing area
        has a
        23.5 foot eave height. There is 28,600 square feet of asphalt paving in parking
        area and driveways.

       

       

      
        


         

        
          	 	 	 	
                  Magnetech
                    Lease Area

                
	 	
                  Main
                    Office

                	
                  5,526
                    sf

                	
                  4,800
                    sf

                	 
	 	
                  Warehouse

                	
                  15,750
                    sf

                	
                  7,500
                    sf

                	 
	 	
                  Manufacturing

                	
                  19,400
                    sf

                	
                  19,400
                    sf

                	 
	 	
                  Total
                    Area

                	
                  40,676
                    sf

                	
                  31,700
                    sf

                	 
	 	 	 	 	 
	 	
                  Warehouse
                    eave height:

                	
                  15’

                	 	 
	 	
                  Manufacturing
                    eave height

                	
                  23.5’

                	 	 


        

        


         

      

       


      
        
          
          

        

        
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      Exhibit
        “B”

      Drawing
        of Property

       

       

       

       

      11