SUB-LEASE

    


    THIS SUB-LEASE (“Sub-Lease”) is made
and entered into as of the 1st day of June 2009, between  RB GROVE,
INC. a Florida corporation (the “Sub-Lessor”), and  GROVE POWER, INC.
a Florida corporation (the “Sub-Lessee”).

     

    1.           Description.  Sub-Lessor
hereby leases to Sub-Lessee and Sub-Lessee hereby accepts from Sub-Lessor the
second level office space in the building known as 1881 NW 93 Avenue, in
Miami-Dade County, Florida, ( the “Building”)  and legally described
as:

    


    Lot 33,
Block 2, of AIRPORT LAKE INDUSTRIAL PARK SECTION TWO, according to the Plat
thereof, as recorded in Plat Book 120, at Page 32, of the Public Records of
Miami-Dade County, Florida.

     

    together
with the right to the use of an undesignated 1/2 portion of the warehouse
section of the Building for the storage and retrieval of various inventory items
purchased by Sub-Lessee from Sub-Lessor under the Asset Purchase Agreement
between them dated as of June 11, 2009 and  later acquired stock and
inventory, (the “Leased Space”) and the office furniture, equipment and
appliances listed on the attached inventory, along with the improvements and
fixtures situated therein.

     

    2.           Term.  The
term of this Lease shall be for a period of eighteen (18) month, beginning June
1, 2009, and ending November 30, 2010.

     

    3.           Subject to Doral 04, Inc.’s
Lease  The Building of which
the Leased Space is a part and the property upon which it is situated are leased
to Sub-Lessor by Doral 04 Inc, a Florida corporation under the terms of that
certain lease dated September 1, 2006, (the "Lease") which Lease is incorporated
in and made a part of this Sub Lease as if fully set forth herein and its terms
and conditions shall be binding upon the Sub-Lessee. The Sub-Lessor
covenants and agrees with the Sub-Lessor that it will abide by the terms of the
Lease in order to preserve the rights of the Sub Lessee hereunder. In the event
of a conflict between the terms of the Lease and of this Sub Lease, the terms of
the Lease shall govern.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Rent.  The
amount of rent to be paid by the Sub Lessee shall be 1⁄2 of the toal amount of
Rent, Additional Rent, and charges for Real Property Taxes and property
insurance and sales tax required to be paid by the Sub-Lessor as Lessor under
the Lease, and shall be paid directly to Doral 04, Inc., payable in advance in
monthly installments on the first day of the month to which it pertains. The
current amount of such rent shall be calculated as follows:

     

    
      
        
          
            
              	
                      1⁄2
      of Base Rent of  $7800 =

                    	 	$	3900	 
	
                      1⁄2
      of Real Property Taxes $1520 =

                    	 	$	760	 
	
                      1⁄2
      of Property Insurance $320 =

                    	 	$	160	 
	
                       

                    	 	$	

                      4820

                    	 
	
                      Sales
      Tax at 7% =

                    	 	$	337.40	 
	
                      TOTAL

                    	 	$	5157.40	 


            

          

           

        

      

    

    The
amount payable for real property taxes and insurance is subject to increases and
adjustments as provided for in Section 7 of the Lease.

    


    5.           Security Deposit and First
Month’s Rent.  On or before June 15, 2009, Sub-Lessee shall pay
to Doral 04, Inc. the sum of $10,314.80, as and for its $5,157.40 first month’s
rent and $5,157.40 Security Deposit.

     

    It is agreed that, in the event
Sub-Lessee defaults in respect of any the terms, provisions, and conditions of
this Sub-Lease, including, but not limited to, the payment of rent, Sub-Lessor
may (in addition to the remedies set forth in Section 16 below) use, apply, or
retain the whole or part of the security so deposited to the extent required for
the payment of any rent or any other sum as to which Sub-Lessee is in default or
for any sum which Sub-Lessor may expend or may be required to expend by reason
of Sub-Lessee's default in respect of any of the terms, covenants, and
conditions of this Lease, including, but not limited to, any damages or
deficiency accrued before or after summary proceedings or other re-entry by
Sub-Lessor.

     

    6.           Utilities, Phone and
Copier.  Sub-Lessee agrees to pay Fifty per cent (50%) of all
charges for utilities, phone and copier services furnished to the Building
during the term, within 10 days of being billed.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.           Use of the Property and
Compliance with Regulations. Sub-Lessee intends to use the property for
the conduct of its business and/or that of its wholly owned
subsidiaries.  Sub-Lessee agrees to comply with all applicable
statutes, ordinances, rules and regulations applicable to the use of the
property during the term, including regulations of the fire insurance
underwriters.  Such compliance will be at Sub-Lessee’s sole
expense.

     

    8.           Maintenance and Sub-Lessor’s
Right of Entry.  Sub-Lessee agrees to maintain and repair all
improvements within the second floor office space in a good state of
preservation and repair, normal wear and tear and loss by casualty
excepted.  Sub-Lessee grants to Sub-Lessor the right to enter the
Leased Space for the purpose of inspection at all reasonable times during the
term.

     

    9.           Indemnification.
Sub-Lessor shall not be liable for any damage or injury to any person or
property whether it be the person or property of Sub-Lessee, Sub-Lessee’s
employees, agents, guests, invitees or otherwise by reason of Sub-Lessee’s
occupancy of the Leased Space or because of fire, flood, windstorm, acts of God,
or for any other reason other than Sub-Lessor’s or Sub-Lessor's employees',
agents' or other representatives' negligence or intentional wrongful acts or
omissions.  Sub-Lessee shall indemnify and save harmless Sub-Lessor from
and against any and all actual out-of-pocket loss or damage by reason of
Sub-Lessee’s breach of any material covenants, including legal fees for
defense of any claims against Sub-Lessor; providing, however, that Sub-Lessee
shall not be required to indemnify Sub-Lessor as to loss or damage due to the
negligence or intentional wrongful acts or omissions of Sub-Lessor or
Sub-Lessor's employees, agents or other representatives.

     

    10.           Insurance.  Tenant
shall at all times during the term of this Lease, keep in full force and effect,
at its own expense:

     

    A.           Public
liability insurance in companies reasonable acceptable to Landlord sufficient to
cover such indemnification and naming as insured both Landlord and Tenant, with
minimum limits of One Million and no/100 Dollars ($1,000,000.00) on account of
bodily injury or death, and Fifty Thousand and no/100 Dollars ($50,000.00) on
account of damage to property.  Tenant shall furnish Sub-Lessor copies
of policies or certificates of insurance evidencing coverage required by this
Sub-Lease prior to taking occupancy.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    B.           Casualty
insurance insuring the Sub Lessor’s office furniture, equipment and appliances
leased hereunder, and Sub Lessee’s personal property, including inventory,
against loss by fire, windstorm and other perils covered by extended coverage
insurance in an amount not less than their full insurable value.

     

    11.           Assignment and
Subletting.  Sub-Lessee may assign this Lease or sublet all or
a portion of the property only upon the written consent of Sub-Lessor, which
consent will not be unreasonably withheld, conditioned or
delayed.  Notwithstanding the foregoing, Sub-Lessee may assign or
sublet all of its interest in the Lease without the consent of Sub-Lessor (a
“Permitted Transfer”): in connection with a merger, acquisition, reorganization
or consolidation; (ii) in connection with the sale of Sub-Lessee’s stock or
assets; or (iii) to a parent, subsidiary, affiliate, franchisee, licensee, or
similarly related entity.  Sub-Lessor shall not be entitled to any
consideration in connection with any Permitted Transfer.

     

    12.           Termination and
Surrender.  Sub-Lessee agrees:  to promptly surrender
possession of the property at the termination of this Lease; to promptly remove
all of its personal property; to perform all repairs required under the terms of
this Lease; and to leave the property broom clean and in substantially as good
condition as it is at the beginning of this Lease, reasonable wear and tear and
loss by insured casualty excepted; unless, however, Sub-Lessee elects its right
to option to purchase – and does, in fact, purchase – the Leased Space as
contemplated by Section 2 above.

     

    13.           Quiet
Enjoyment.  Sub-Lessor covenants with Sub-Lessee that, so long
as Sub-Lessee is not in default of any obligation hereunder, Sub-Lessee will be
entitled to the quiet enjoyment of the property, free from interference or
hindrance of Sub-Lessor or any third parties claiming by, through or under
Sub-Lessor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.           Eminent
Domain.  If the whole of the Leased Space (or such part thereof
as shall render the remainder of the Leased Space untenantable) shall be taken
by any public authority under the power of eminent domain, then the term of this
Lease shall cease on the day possession is acquired by the condemning
authority.  If only a portion of the Leased Space is taken, and if
such taking does not render the remainder of the Leased Space unusable for the
stated purpose, then this Lease shall not terminate, and from that day onward,
Sub-Lessee shall continue in the possession of the remainder of the Leased Space
under the terms herein provided, except that the basic rent shall be reduced in
proportion to the amount of the Leased Space taken.  Sub-Lessor shall,
within a reasonable time after such taking, at its own cost and expense, make
repairs necessary due to the partial taking in order to allow Sub-Lessee the
continued usage of the remainder of the Leased Space.  The parties
agree that Sub-Lessee shall not be entitled to any damages by reason of the
taking of its leasehold interest or any part thereof, but Sub-Lessee shall be
entitled to prove and collect for its damages to fixtures and any leasehold
improvements made by it, to the extent that such improvements shall not have
been improvements that are replacements or substitutions of improvements
theretofore installed by Sub-Lessor.

     

    15.           Fire or Casualty
Damage.  If the Leased Space therein shall be partially damaged
by fire or other casualty, the damages shall, within a reasonable time
thereafter, be repaired by and at the expense of Sub-Lessor.  Such
repair shall be made promptly except that no penalty shall accrue for reasonable
delay which may arise by reason of adjustment of insurance on the part of
Sub-Lessor and/or Sub-Lessee, and for causes beyond Sub-Lessor’s
control.

     

    If the Leased Space are totally damaged
or are rendered wholly untenantable by fire or other casualty, the basic rent
due under Section 3 hereof shall abate until restoration or
rebuilding.  Sub-Lessor shall, subject to the terms hereof, within a
reasonable time, restore or rebuild same to its condition existing prior to the
casualty; provided, however, that Sub-Lessor’s obligation to repair and restore
the Leased Space shall be limited to the insurance proceeds made available to
Sub-Lessor as a result of such casualty, and Sub-Lessee shall pay for any
amounts incurred by Sub-Lessor in excess of such insurance proceeds including
the amount of deductible not covered by insurance; provided further, however,
that, if the Leased Space are totally damaged or rendered wholly untenantable by
fire or other casualty, then Sub-Lessor shall have the right and option to
terminate this Lease within 30 days of the date of such casualty by giving
written notice to Sub-Lessee, and any basic rents paid pursuant to Section 3
hereof or other payments which may be due Sub-Lessor under this Lease shall be
prorated as of the effective date of such termination and any advance payments
on account of such basic rents received by Sub-Lessor from Sub-Lessee shall be
proportionately refunded to Sub-Lessee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    16.           Default and Sub-Lessor’s
Remedies.

     

    a.           Sub-Lessee
agrees to promptly make all payments of rent when due, without notice, and to
comply with all of the terms of this Lease, remedying any defaults hereunder,
other than for the payment of rent, within 10 days after written notice
thereof.  If any rentals reserved hereunder are not promptly paid or
if any other default hereunder is not promptly remedied after notice as
aforesaid, then Sub-Lessee agrees to pay all costs incurred by Sub-Lessor in
remedying such default or defaults including reasonable attorneys’
fees.  Furthermore, upon occurrence of any event of default,
Sub-Lessor may, at Sub-Lessor’s option, in addition to any other remedy or right
given hereunder or by law:

     

    i.           give
notice to Sub-Lessee that this Lease will terminate upon the date specified in
the notice, which date will not be earlier than 30 days after giving notice,
or

     

    ii.           immediately
or any time after the occurrence of such event of default and without notice or
demand enter upon the property, and upon the date specified in such notice or in
any other notice pursuant to law or upon such entry this Lease and the term
thereof will terminate.

     

    b.           Sub-Lessor
may enter forthwith without further demand or notice upon any part of the Leased
Space if they have not done so before and may resume possession either by
summary proceedings or by action at law or in equity or by force or otherwise if
Sub-Lessor may determine, without being liable in trespass or for any
damages.  In no event will such reentry or resumption of possession or
reletting as hereafter provided be deemed to be an acceptance or surrender of
this Lease or waiver of the rights or remedies of Sub-Lessor
hereunder.

     

    c.           If
Sub-Lessor does not exercise the option set forth above, upon termination of
this Lease because of default, Sub-Lessor will be entitled to recover from
Sub-Lessee the following:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    i.           all
costs, including, but not limited to, reasonable attorneys’ and brokers’ fees in
connection with:

     

    (1)           obtaining
possession of the Leased Space;

    (2)           removal
and storage of Sub-Lessee’s or other occupant’s property;

    (3)           care,
maintenance and repair of the Leased Space while vacant;

    (4)           reletting
the whole or any part of the Leased Space (which reletting may be for a period
or periods of time less than the unexpired term hereof or extending beyond the
term hereof);

    (5)           repairing,
altering, renovating, partitioning, remodeling or otherwise putting the Leased
Space, either separately or as part of larger Leased Space, into condition
acceptable to, and reasonably necessary to obtain new tenants.

     

    ii.           the
difference, if any, between the rental reserved hereunder for the remainder of
the term and the fair market rental value of the property for a period equal to
the remainder of the term, both figures reduced to present value utilizing a
discount factor of 8% per annum;

     

    iii.           in
no event will Sub-Lessor be responsible or accountable to Sub-Lessee for any
rentals received from third parties after default by Sub-Lessee;

     

    iv.           such
costs, expenses and damages will be deemed prima facie to the amounts thereof
invoiced to Sub-Lessor or actually expended or incurred therefor by
Sub-Lessor.

     

    In the
event of any dispute as to value, it will be determined by appraisal, each party
naming an appraiser and the value being the average of the values determined by
each.  The prevailing party in any litigation arising from the terms
of this Lease will be entitled to recover all costs, including reasonable
attorneys’ fees and the cost of appraisal.

     

    v.           Notwithstanding
the foregoing, in the event of default, Sub-Lessor will have the option of
treating this Lease as continuing in full force and effect for the remainder of
the then current term, accelerating the due date of all remaining installments
of rent which Sub-Lessee agrees to pay immediately upon demand.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    18.           Address for Rent and
Notices.  All rent checks made payable to Doral 04 and notices
given to Sub-Lessor shall be sent or delivered to the Sub-Lessor at 1881 NW 93
Avenue, Miami, FL,  33172, or at such other place as Sub-Lessor may
designate in writing.  Notices shall be given to Sub-Lessee at 55800
Grand River, Suite 100, New Hudson, MI 48165.

     

    19.           Radon Gas
Notification.  In accordance with the requirements of Section
404.056(8) of the Florida Statutes, the following notice is hereby
given:

     

    “RADON
GAS:  Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time.  Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida.  Additional information regarding radon and radon testing may
be obtained from your county public health unit.”

    


    20.           Hazardous
Substances.  Sub-Lessee shall not use or allow the Leased Space
to be used for the Release, storage, use, treatment, disposal or other handling
of any Hazardous Substance, without the prior consent of Sub-Lessor except for
ordinary amounts of Hazardous Substances used in connection with Sub-Lessee’s
business so long as the same are used, stored and disposed of in accordance with
all environmental laws.  The term “Release” shall have the same
meaning as is ascribed to it in the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. §9601 et seq., as amended
(“CERCLA”).  The term “Hazardous Substance” means (i) any substance
defined as a “hazardous substance” under CERCLA, (ii) petroleum, petroleum
products, natural gas, natural gas liquids, liquefied natural gas, and synthetic
gas, and (iii) any other substance or material deemed to be hazardous,
dangerous, toxic, or a pollutant under any federal, state or local law, code,
ordinance or regulation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Sub-Lessee shall: (a) give prior notice
to Sub-Lessor of any activity or operation to be conducted by Sub-Lessee at the
Leased Space which involves the Release, use, handling, generation, treatment,
storage, or disposal of any Hazardous Substance (“Sub-Lessee’s Hazardous
Substance Activity”); (b) comply with all federal, state and local laws, codes,
ordinances, regulations, permits and licensing conditions governing the Release,
discharge, emission, or disposal of any Hazardous Substance and prescribing
methods for or other limitations in storing, handling, or otherwise managing
Hazardous Substances; (c) at its own expense, promptly contain and remediate any
Release of Hazardous Substances arising from or related to Sub-Lessee’s
Hazardous Substance Activity in the Leased Space and remediate and pay for any
resultant damage to property, persons, and/or the environment; (d) give prompt
notice to Sub-Lessor, and all appropriate regulatory authorities, of any Release
of any Hazardous Substance in the Leased Space or the environment directly
related to or caused by Sub-Lessee’s Hazardous Substance Activity, which Release
is not made pursuant to and in conformance with the terms of any permit or
license duly issued by appropriate governmental authorities, any such notice to
include a description of measures taken or proposed to be taken by Sub-Lessee to
contain and remediate the Release and any resultant damage to property, persons,
or the environment.  This provision shall survive any expiration or
termination of this Lease.

     

    Sub-Lessee acknowledges and understands
that Sub-Lessor had a Phase 1 Environmental Study performed on the Leased Space
on or about _______________, 2008; and Sub-Lessee hereby agrees that it will
take possession of the Leased Space subject to the results, requirements and
recommendations of that study  Sub-Lessor shall indemnify, save and
hold Sub-Lessee harmless from and against any claim, liability, loss, damage or
expense (including, without limitation, reasonable attorneys fees and
disbursements) and all foreseeable and unforeseeable consequential damages,
whether known or unknown, which might directly or indirectly or in whole or in
part be caused by, arise out of or be related to any hazardous or regulated
substances that exist at any time in, on or about the Leased Space, excluding
hazardous materials or regulated substances that are introduced by Sub-Lessee.
..

     

    21.           Miscellaneous.

     

    a.           This
Lease shall inure to and be binding upon the successors and assigns of the
parties hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.           This
Lease will be construed according to the laws of Florida and venue for any
action hereunder shall be in Miami-Dade County, Florida.

     

    c.           This
document contains the entire agreement of the parties regarding the Leased Space
and it supersedes all previous negotiations and agreements between
them.  It may not be altered, amended or rescinded except by
instrument in writing executed by the parties with the same formality as these
presents.

     

    d.           This
Lease will not be recorded, but upon the request of either party, a written
memorandum hereof indicating the existence of the lease and the length of the
term may be recorded in the Public Records of Miami-Dade County,
Florida.

     

    e.           In
the event that any action is filed to interpret or enforce any party’s rights
under this Lease, the prevailing party shall be entitled to recover all its
costs and reasonable attorneys’ fees against the other party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused these presents to be executed as of the day and year first
above-written.

     

    
      “SUB-LESSOR”

    

    


    
      RB GROVE,
INC.

    

    


    By:/s/ Thomas
Piper

    THOMAS
PIPER, its President

    


    
      “SUB-LESSEE”

    

    


    
      GROVE
POWER, INC.

    

    


    By:/s/ Jeffrey
Flannery

    Print
Name: Jeffrey Flannery

    Its:
Chief Financial Officer

    


    GUARANTEE
OF TITAN ENERGY WORLDWIDE, INC.

    


    TITAN ENERGY WORLDWIDE, INC hereby
guarantees all of the obligations of its wholly owned subsidiary, Grove Power,
Inc., a Florida corporation, as the Sub-Lessee under the foregoing Sub Lease
from  R.B. Grove, Inc., a Florida corporation, as
Sub-Lessor,  dated as of June 8, 2009, of which this Guarantee is a
part, including without limitation, the payment of rent, additional rent, and
real property taxes, insurance and cancellation fees , if any due or coming due
thereunder.

    


    
      	
              Signed,
      sealed and delivered

            	 
      	
              TITAN
      ENERGY WORLDWIDE, INC.

            
	
              in
      the presence of:

            	 
      	
              (Guarantor)

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/ Thomas
Black

            


    

    


    STATE OF
FLORIDA)

    COUNTY OF
MIAMI-DADE)

    


    The foregoing instrument was
acknowledged before me this 11th day of June,
2009 by Thomas
Black, as President of TITAN
ENERGY WORLDWIDE, INC., a Nevada corporation, on behalf of the
corporation as its act and deed.  He is personally known to me or did
produce   as
identification and did not take an oath this 11th day of June,
2009.

    


    
      	 
      	
              Guiselle Dominguez

            	 
      	 
      
	 
      	
              Notary
      Public State of Florida

            	 
      	
              [NOTARY
      SEAL]

            
	 
      	
              My
      commission expires: 12/02/09