Lease, commencing March 1, 2002, between JAM Hutson Properties, LLC and Magnetech
      Industrial Services, Inc.


    Exhibit
      10.17

    


    COMMERCIAL
      LEASE

    


    This
      Lease is entered into between JAM Hutson Properties, LLC, an Indiana limited
      liability company (“Landlord”), and Magnetech Industrial Services, Inc., an
      Indiana corporation (“Tenant”). 


     

    1. Agreement
      to Lease.
      Landlord is the owner of real estate located at 1200 Hutson Drive, Mobile,
      Alabama 36609, a 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 the land and all buildings and improvements
      thereon.

     

    2. Term.
      The
      term of this Lease shall be for one year, beginning on the 1st day of March,
      2002, and ending on the 28th day of February, 2003. The term shall automatically
      renew for consecutive one-year periods unless terminated by either party by
      delivering written notice at least thirty (30) days prior to the end of the
      term. 

     

    3. Use.
      Tenant
      shall use the Property for the operation of a maintenance and repair facility
      for electric motor apparatus and any related purpose.

     

    4. Rent.
      As rent
      for use of the Property, Tenant agrees to pay Four Thousand One Hundred Dollars
      ($4,100) per month. The first payment shall be due on March 1, 2002 with
      subsequent payments due on the first day of each consecutive month thereafter.
      Payments shall be made to Landlord at 17887 Fox Den Drive, Granger, Indiana
      46530, 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 one and one-half percent (1.5%) interest per month
      from the due date to the date of payment, which percentage rate is an annual
      rate of eighteen percent (18%). Notwithstanding this interest charge,
      non-payment 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 shall be paid by Tenant. Tenant shall not install any equipment
      which shall exceed the capacity of any utility facilities furnished by Landlord.
      

     

    b. Taxes
      and Assessments.
      Tenant
      shall pay all pro-rated real estate taxes, assessments and any other
      governmental charges on the Property during the term of the Lease. 

     

    c. Maintenance
      by Landlord.
      Landlord shall maintain the foundations, roof and other structural portions
      of
      the Property in good condition, except for damage resulting from acts or
      omissions of Tenant, its employees or invitees. Landlord shall commence required
      repairs as soon as reasonably practical after receiving written notice of damage
      or disrepair from Tenant.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    d. Maintenance
      by Tenant.
      Except
      as provided in paragraph 5c, Tenant shall at all times maintain the complete
      Property in good working order and repair, including but not limited to all
      entrances, vestibules, partitions, windows, window frames and moldings, doors,
      door openers, 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
      Property in a clean, orderly, and safe manner. Tenant shall pay for all repairs
      and Property 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 Property insured under a policy with extended coverage
      endorsements for not less than the 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, Three Million Dollars ($3,000,000) 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 Alabama. 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.

     

    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.

     


    
      
        
        

      

      
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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 to
      exist against the Landlord or the Property. 

     

    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. 

     

    10. Casualty
      Loss.
      If the
      Property is damaged or destroyed by fire or other casualty which renders it
      untenantable Tenant may immediately terminate this Lease and rent shall be
      paid
      at the agreed rate only up to and including the date of such casualty.


     

    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 from Landlord, except Tenant’s
      failure to make rental payments for which no written notice of default is
      required from Landlord, shall constitute a default 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. Compliance shall be at the sole cost and expense of Tenant, its
      agents, employee, contractors or invitees.

     

    Tenant
      agrees to indemnify, defend and hold Landlord 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, it agents, employees, contractors or invitees.

     

    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 

     


    
      
        
        

      

      
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    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. 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 addresses of the
      parties are as follows:

     

    
      	 	
              Landlord

            	 	
              Tenant

            
	 	 	 	 
	 	
              JAM
                Hutson Properties, LLC

              17887
                Fox Den Drive

              Granger,
                Indiana 46530

            	 	
              Magnetech
                Industrial Services, Inc.

              1200
                Hutson Drive

              Mobile,
                Alabama 36609

            


    

    


     

    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. Entire
      Agreement.
      This
      Lease (including the exhibit 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.

     


    
      
        
        

      

      
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    Landlord
      and Tenant now sign this Lease to be effective the 1st day of March,
      2002.

     

    
      	
              LANDLORD

            	 	
              TENANT

            
	 	 	 	 	 
	
              JAM
                HUTSON PROPERTIES, LLC

               

            	 	
              MAGNETECH
                INDUSTRIAL SERVICES, INC.

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:

               

            	 /s/
              John A. Martell	 	
              By:

               

            	 /s/
              John A. Martell
	
              Its:

               

            	 Partner	 	
              Its:

               

            	 President


    


    
      
        
        

      

      
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    EXHIBIT
      “A”

    


    Description