# LEASE AGREEMENT

THIS
LEASE AGREEMENT, made effective and entered into on this 20th day of
October, 2004 between ENER1 BATTERY COMPANY, a Florida corporation, having
an office at 500 Cypress Creek Road, Suite 100, Fort Lauderdale, Florida 33309,
(hereinafter referred to as Landlord) and EnerDel, Inc.a
Delaware corporation, having an office at 500 West Cypress Creek Road, Suite 100, Fort
Lauderdale, Florida 33309 (hereinafter referred to as Tenant).

# WITNESSETH:

# FUNDAMENTAL LEASE
PROVISIONS

Certain
Fundamental Lease Provisions are presented in this section (the Fundamental Lease
Provisions Section) and represent the agreement of the parties hereto, subject
to further definition and elaboration in the respective referenced sections and elsewhere
in this Lease:

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|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)      Term of Lease:                    
         [Options? - one for 5 years?]
(b)      Lease Commencement Date:          
(c)      Occupancy Date:                   
(d)      Rent Commencement Date:           
(e)      Description of Premises:          
                                           
                                           
                                           
                                           
                                           
                                           
                                           
(f)      Gross Rent:                       
(g)      Prepaid Rent:                     
(h)      Security Deposit:                 
(i)      Parking:                          
(j)      Annual Rent Escalations: [Limit to
         actual increases in taxes,
         insurance, utilities?] | [Five years]                                
October 18, 2004                            
October 18, 2004                            
October 18, 2004                            
1761 N.W. 62nd Avenue, Ft. Lauderdale,      
Florida 33309,
being 18,661 s.f. of interior building space
therein, less 800 s.f. of space therein
allocated to Ener1, Inc. Fuel Cell
Operations.  Premises also do not include
1,500 s.f. of laboratory space in mezzanine
of the building.
$28,000 per month                           
                                            
                                            
______________ Spaces | See Section 1.02
See Section 1.02
See Section 6.04
See Section 1.02
See Section 1.01
See Section 2.01
See Section 2.01
See Article 3
See Article 24
See Section 2.02

# ARTICLE 1 BASIC LEASE PROVISIONS
AND TERM

1.01 Leased
Premises. Landlord hereby leases to Tenant, and Tenant hereby rents from
Landlord, upon and subject to the terms, covenants, provisions and conditions of this
Lease, the Premises described in Section (e) of the Fundamental Lease Provisions Section
and Exhibit (the Premises), located at 1761 N.W. 62nd Avenue,
Fort Lauderdale, Florida 33309 (the Building), as further described in
the Legal Description and Drawing in Exhibits A-1 and A-2.

1.02 Commencement
of Rent and Term.The Term of this Lease shall be for the length of term set
forth in Section (a) of the Fundamental Lease Provisions Section, commencing on the Lease
Commencement Date set forth herein. The Rent shall commence on the date described in
Section (d) of the Fundamental Lease Provisions Section. Lease Yearmeans
each successive twelve (12) month period from the Lease Commencement Date.

# ARTICLE 2 RENTAL PAYMENT
PROVISIONS

2.01 Rental
Payments. Tenant shall pay the Rent promptly when due without notice or demand
therefore and without any abatement, deduction or setoff for any reason whatsoever. No
payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the
correct Rent shall be deemed to be other than the payment on account, nor shall any
endorsement or statement on any check or letter accompanying any payment be deemed an
accord or satisfaction and Landlord may accept such payment without prejudice to its
right to recover the balance or pursue any other remedy in this Lease or at law. If the
Rent Commencement Date occurs on a day other than the first day of the calendar month,
the Rent for the partial calendar month, at the commencement of the term of this Lease,
shall be prorated for each date at the rate of one-thirtieth (1/30) of the full monthly
installment of basic rent.

Tenant
has deposited with Landlord the sums set forth in Section (g) of the Fundamental Lease
Provisions Section, as prepaid Rent, the receipt of which is acknowledged by Landlord.

2.02 Rent
Adjustment. The Rent shall be a base rental for the entire term of this Lease.
Commencing with the second Lease Year and prior to the commencement of each Lease Year
thereafter, the Rent shall be increased to the amounts, if any, indicated in Section (j)
of the Fundamental Lease Provisions. Each Lease Year shall consist of
each period of twelve (12) months subsequent to the Lease Commencement Date.

2.03 Late
Charge Penalty. The Tenant shall be given a grace period of 5 days from the first
day of the month to pay Rent. If Rent is received after this date, a late charge penalty
shall be due and owing to Landlord in the amount of the greater of $100.00 or 18% per
annum of the full amount of Rent due and owing beginning to accrue as of the 1st day of
the month in which payment is due extending until the late payment is received.

# ARTICLE 3 SECURITY DEPOSIT

Tenant
has deposited with Landlord the sum set forth in Section (h) of the Fundamental Lease
Provisions Section, the receipt of which is acknowledged by Landlord as security, for the
full and faithful performance and observance by Tenant of the covenants and obligations
hereunder (the Security) for a period of the term of this Lease
Agreement. The Security may be commingled with other Security Deposits or funds of the
Landlord. The Security shall be held by Landlord without bearing interest in favor of
Tenant and in the event Tenant defaults in the full and prompt payment and performance of
any of its covenants hereunder, Landlord may use, apply or retain the whole or any part of
the Security to the extent required for the payment of any Rent or any other sums which
may be due by Tenant hereunder. In the event Landlord shall so use, apply or retain the
whole or any part of the Security, Tenant shall, upon demand, immediately deposit with
Landlord a sum equal to the amount so used. If Tenant shall fully and faithfully comply
with all the covenants hereunder, the Security, or any balance thereof, shall be returned
or paid over to Tenant after the date on which this Lease has expired or been terminated,
and after delivery to Landlord of possession of the Premises and after all obligations of
the Tenant under this Lease have been fully satisfied. It is agreed and understood that
the obligations of Tenant to Landlord hereunder which may not have been performed prior to
the expiration date hereof shall be continuing obligations owed by Tenant to Landlord and
shall accordingly survive the termination of this Lease. Landlord may deliver the Security
to any purchaser of Landlords interest in the Premises and thereupon Landlord shall
be discharged of and from any further liability with respect to the same.

# ARTICLE 4USE

4.01 Use
of Premises. It is agreed and understood that Tenant shall use the Premises for
Lithium Battery operations only unless otherwise agreed to in writing by Landlord.

4.02 Operation
of Tenants Business.If any governmental license or permit, other than a
certificate of occupancy, shall be required for the proper and lawful conduct of Tenants
business in the Premises or any part thereof, Tenant, at its expense, shall duly procure
and thereafter maintain such license or permit. Tenant shall, at all times, comply with
the terms and conditions of each such license or permit. Tenant shall not, at any time,
use or occupy, or suffer or permit anyone to use or occupy, the Premises, or do or permit
anything to be done in the Premises, in any manner which may (a) violate the certificate
of occupancy for the Premises; (b) cause or be liable to cause injury to the Premises or
any equipment, facilities or systems therein; (c) constitute a violation of the laws and
requirements of any public authority or the requirements of insurance bodies; (d) impair
or tend to impair the character, reputation or appearance of the Premises; (e) impair or
tend to impair the proper and economic maintenance, operation, and repair of the Premises
and/or its equipment, facilities or systems; (f) cause or violate any provision of
Landlords fire and extended liability coverage. Landlord shall give notice to
Tenant of any non-standard insurance provisions.

# ARTICLE 5 SUBORDINATION, NOTICE
TO SUPERIOR LANDLORDS AND MORTGAGEES

5.01 Subordination
of Lease. This Lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate to any mortgage which may now or hereafter affect the Premises.
This Section shall be self-operative and no further instrument of subordination shall be
required. In confirmation of such subordination, Tenant shall promptly execute,
acknowledge and deliver any instrument that Landlord, the lessor under any such lease or
the holder of any such mortgage (or their respective successors-in-interest) may
reasonably request to evidence such subordination. If Tenant fails to execute,
acknowledge or deliver any such instrument within ten (10) days after request therefore,
Tenant hereby irrevocably constitutes and appoints Landlord as Tenants
attorney-in-fact, coupled with an interest, to execute and deliver any such instruments
for and on behalf of Tenant.

5.02 Notice
in the Event of Default. If any act or omission of Landlord would give Tenant the
right, immediately or after the lapse of a period of time, to cancel or terminate this
Lease or to claim a partial or total eviction, Tenant shall not exercise such right (a)
until it has given written notice of such act or omission to Landlord, and (b) until
forty-five (45) days for remedying such act or omission shall have elapsed following the
giving of such notice without any response from the Landlord to such notice.

5.03 Successor
Landlord. If any Superior Landlord or Superior Mortgagee, or their respective
successors and/or assigns, shall succeed to the rights of Landlord hereunder, whether
through possession or foreclosure action or delivery of a new lease or deed, then, at the
request of such party (hereinafter referred to as Successor Landlord),
Tenant shall attorn to and recognize each Successor Landlord as Tenants landlord
under this Lease and shall promptly execute and deliver any instrument such Successor
Landlord may reasonably request to evidence such attornment.

# ARTICLE 6 QUIET ENJOYMENT

So
long as Tenant pays all of the Rent and performs all of its other obligations hereunder,
Tenant shall peaceably and quietly have, hold and enjoy the Premises without hindrance,
ejection or molestation by Landlord or any other person lawfully claiming through or under
Landlord, subject, nevertheless, to the provisions of this Lease and to Superior
Mortgages. This covenant shall be construed as a covenant running with the land and is
not, nor shall it be construed as, a personal covenant of Landlord, except to the extent
of Landlords interest in this Lease and only so long as such interest shall
continue. Thereafter, this covenant shall be binding only upon Landlords successors
in interest, to the extent of their respective interest herein, as and when they shall
have acquired the same and for so long as they shall retain such interest.

# ARTICLE 7ASSIGNMENT, SUBLETTING
AND MORTGAGING

7.01 Prohibition. Tenant
shall not, whether voluntarily, involuntarily, or by operation of law, or otherwise (a)
assign or otherwise transfer this Lease or the term and estate hereby granted, or offer
or advertise to do so, (b) sublet the Premises or any part thereof, or offer or advertise
to do so, or allow the same to be used or occupied by anyone other than Tenant, or (c)
mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises or any
part thereof in any manner whatsoever; provided, however, that portions of the Leased
Premises may be sublet only upon the express prior written approval of the Landlord,
which shall not be unreasonably withheld or delayed. Any violation of the provisions
hereinabove set forth shall constitute a default in this Lease and, thereupon, Landlord
shall have the option to cancel the same and proceed in accordance with the provisions
set forth herein.

7.02 Rights
of Landlord. If this Lease is assigned, whether or not in violation of the
provisions herein, Landlord may collect rent from the assignee. If the Premises or any
part thereof are sublet or used or occupied by anyone other than Tenant, whether or not
in violation of this Lease, Landlord may collect rent from the subtenant or occupant. In
either event, Landlord may apply the net amount collected to the Rent herein reserved,
but no such assignment, subletting, occupancy or collection shall be deemed a waiver of
any of the provisions of this Section or the acceptance of the assignee, subtenant or
occupancy as a tenant, or a release of Tenant from the performance of its obligations
hereunder. In the event of the assignment, mortgaging, subletting, or use or occupancy by
others (whether or not in violation of this Lease) the same shall not in any way be
considered to relieve Tenant from acting in accordance with the terms and prohibitions
set forth in Section 7.01. Reference in this Lease to use or occupancy by others
(that is, anyone other than Tenant) shall not be construed as limited to subtenants and
those claiming under or through subtenants but as including also licensees and others
claiming under or through Tenant, immediately or remotely. Tenant covenants that,
notwithstanding any assignment or transfer, and notwithstanding the acceptance of Rent by
Landlord from an assignee, transferee, or any other party, it shall remain fully liable
for the payment of the Rent and for the other obligations of this Lease to be performed
or observed by Tenant.

7.03 Permissible
Transfers. The provisions of Section 7.01 (a) shall apply to a transfer of a
majority of the stock of Tenant as if such transfer were an assignment of this Lease; but
said provisions shall not apply to transactions with a corporation into or with which
Tenant is merged or consolidated or to which substantially all of Tenants assets
are transferred, or to any corporation which controls or which is controlled by Tenant,
or is under common control of Tenant as long as the new entity has substantially the same
or greater net worth as Tenant. Tenant shall remain liable for the obligation of this
Lease during the term of this Lease including Option Periods.

7.04 Assignment
Request. In the event Tenant desires to assign or sublease this Lease or any part
thereof, Tenant shall submit to Landlord a written request for Landlords consent to
such assignment or subletting. The request shall be accompanied by the name and address
of the proposed assignee or subtenant and a copy of the fully executed assignment,
conditioned only upon the approval of Landlord, together with the proposed assignees
proposed use of the Premises, current and detailed financial information and affidavit on
the proposed assignee or subtenant and such other independent information as Landlord may
reasonably request. Based upon such information obtained by Landlord, Landlord may, in
its sole discretion, grant Tenant right to assign or sublet this Lease, withhold from
Tenant the right to assign or sublet this Lease or seek additional information with
respect to the proposed assignee or subtenant.

If
Landlord grants its consent, it shall have the right to require Tenant to pay Landlord a
sum of money equal to any rent or other consideration paid to Tenant by such
assignee/subtenant in excess of any rent which is then being paid or which, under the
terms of this Lease, is to be paid by Tenant to Landlord plus any other profit or gain
realized by Tenant upon such assignment. All sums payable by Tenant under this paragraph
shall be paid to Landlord immediately upon receipt thereof by Tenant.

# ARTICLE 8 INSURANCE

8.01
    Landlord's  Insurance.  At all times during the Term,  Landlord  shall  procure and
keep in full force and effect the following insurance:

(a)              All-risk
Property Insurance insuring (i) the Building, (ii) all improvements           located
therein (excluding Tenants Property as defined in Section 10.02           (a),
below), (iii) Landlords equipment located in the Building, and (iv)
          common area furnishings, all in such amounts and with such deductibles as
          Landlord considers appropriate;

(b)              Commercial
General Liability Insurance insuring its interest in the Property;           and

(c)              Such
other insurance as Landlord reasonably determines from time to time.

8.02
    Tenant's  Insurance.  Tenant  shall,  at its sole cost and  expense,  keep in full
 force and  effect  the following insurance:

(a)              All-Risk
property insurance on Tenants Property for the           full
replacement value. Such policy shall contain an agreed amount endorsement           in
lieu of a co-insurance clause. Tenants Property is
          herein defined to be personal property of Tenant and any improvements made by
or           for Tenant located in or on the Premises;

(b)              Commercial
general liability insurance insuring Tenant against any liability           arising out
of its use, occupancy or maintenance of the Premises or the business           operated
by Tenant pursuant to the Lease. Such insurance shall be in the amount           of at
least $2,000,000 per occurrence. Such policy shall name Landlord,           Landlords
wholly owned subsidiaries and agents and any mortgagees of           Landlord as
additional insureds;

(c)              Workers Compensation
insurance as required by state law; and

(d)              Any
other form or forms of insurance or increased amounts of insurance as           Landlord
or any mortgagees of Landlord may reasonably require from time to time.

All
such policies shall be written in a form and with an insurance company satisfactory to
Landlord and any mortgagees of Landlord, and shall provide that Landlord, and any
mortgagees of Landlord, receive not less than thirty (30) days prior written notice
of any cancellation. Prior to or at the time that Tenant takes possession of the Premises,
Tenant shall deliver to Landlord copies of policies or certificates evidencing the
existence of the amounts and forms of coverage satisfactory to Landlord. Tenant shall,
within thirty (30) days prior to the expiration of such policies, furnish Landlord with
renewals or binders thereof, or Landlord may order such insurance and charge
the cost thereof to Tenant.

8.03 Forms
of Policies. All policies maintained by Tenant will provide that they may not be
terminated nor may coverage be reduced except after thirty (30) days prior written
notice to Landlord. All commercial general liability and all-risk property policies
maintained by Tenant shall be written as primary policies, not contributing with and not
supplemental to the coverage that Landlord may carry.

8.04 Waiver
of Subrogation. Notwithstanding that any loss or damage may be due to or result
from the negligence of either of the parties hereto, Landlord and Tenant, for themselves
and their respective insurers, each waive any and all rights to recover against the
other, against any subsidiary or joint venture partner of such other party; against any
other tenant or occupant of the Premises, or against the officers, directors,
shareholders, partners, employees, agents, customers, invitees, or business visitors of
such other party or of such other tenant or occupant of the Premises, for any loss or
damage to the property of such waiving party arising from any cause.

8.05 Adequacy
of Coverage. Landlord, its agents and employees make no representation that the
limits of liability specified to be carried by Tenant pursuant to this Article 8 are
adequate to protect Tenant. If Tenant believes that any of such insurance coverage is
inadequate, Tenant will obtain such additional insurance coverage as Tenant deems
adequate, at Tenants sole expense. In the event of a loss sustained by a party
which would have been covered by the insurance required to be maintained by said party
under the terms of this Lease, then, for purposes of this Article 8, such party
shall be deemed to have been fully insured with respect to the same and to have recovered
the entire amount of its loss.

8.06 Certain
Insurance Risks. Tenant shall not do or permit to be done any act or thing upon
the Premises which would (a) jeopardize or be in conflict with fire insurance policies
covering the Premises or fixtures and property in the Premises; (b) increase the rate of
fire insurance applicable to the Premises to an amount higher than it otherwise would be
for general office use of the Premises; or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property by reason of any
business or operation being carried on upon the Premises.

# ARTICLE 9 ALTERATIONS

9.01 Procedural
Requirements. Tenant may, from time to time, at its expense, make such
alterations, decorations, additions, or improvements (including but not limited to
initial leasehold improvements to the Premises) (hereinafter collectively referred to as
Alterations) in and to the Premises, excluding structural changes, as
Tenant may reasonably consider necessary for the conduct of its business in the Premises,
provided, however, that written consent of the Landlord has been first obtained. Landlords
consent shall not be unreasonably withheld, provided, however, that: (a) the outside of
the Premises shall not be affected; (b) the Alterations are non-structural and the
strength of the Premises shall not be affected; (c) the Alterations are to the
interior of the Premises and no part of the outside of the Premises shall be affected;
(d) the proper functioning of the structural, mechanical, electrical, sanitary and other
service systems of the Premises shall not be adversely affected and the usage of such
systems by Tenant shall not be increased; (e) the Alterations are accomplished in a
workmanlike manner and equal to or greater than the quality of materials used in the
building and other tenants; and (f) Tenant obtains all necessary governmental approvals
or permits prior to commencing the alterations.

Prior
to the commencement of any alterations which exceed $5,000.00 in total cost of work
performed or any alterations which would involve mechanical, electrical, sanitary or other
service systems of the Premises, Tenant shall submit to Landlord for Landlords
approval the following:

(a)              List
of Tenants contractors and/or subcontractors, each of which shall be
          approved by Landlord, which approval shall not be unreasonably withheld.

(b)              Four
complete sets of plans and specifications certified by a registered           architect
or professional engineer. The scale on said plans shall be no smaller           than one
eighth (1/8) inch equaling one foot.

(c)              Adequate
proof that Tenant has obtained all necessary governmental permits and
          certificates for the commencement and prosecution of Tenants Work.

(d)              Executed
copy or copies substantiating the following insurance coverage           requirements
which shall be provided and maintained by Tenant (such policy shall           name
Landlord, Landlords wholly owned subsidiaries and agents and any
          mortgagees of Landlord as additional insureds) at its own expense, until
          completion of Tenants Work.

(e)              Workers
compensation insurance in accordance with the laws of the State of           Florida.

(f)              Commercial
General Liability insurance, including coverage for protective and           contractual
liability, for not less than the following limits:

|     |                                              
|---- | ---------------------------------------------
|(i)  | Bodily injury: $1,000,000.00 per person      
|     | $1,000,000.00 per occurrence                 
|(ii) | Property damage: $1,000,000.00 per occurrence
|     | $1,000,000.00 aggregate                      

(g)              Commercial
Automobile Liability insurance (covering all owned, non-owned and/or           hired
motor vehicles to be used in connection with Tenants Work) for not           less
than the following limits:

|     |                                              
|---- | ---------------------------------------------
|(i)  | Bodily injury: $1,000,000.00 per person      
|     | $1,000,000.00 per occurrence                 
|(ii) | Property damage: $1,000,000.00 per occurrence

(h)              An
Umbrella Liability Insurance Policy with a minimum single limit of $1,000,000
          in excess of the Employers Liability, Comprehensive General Liability and
          Comprehensive Automobile Liability insurance policies required herein.

(i)              Builders
Risk  All Risk, Builders Risk insurance on the           completed value
(non-reporting full coverage) form.

(j)              Such
other insurance coverage as may be reasonably requested by Landlord           including
insurance against fire, hazard and other peril against interior           improvements
and fixtures in the Premises, provided in no event shall any such           other
insurance require any co-insurance or waiver of subrogation provisions.

Tenant
shall obtain and deliver to Landlord (if so requested) either (i) a performance bond and a
labor and materials payment bond (issued by a corporate surety licensed to do business in
Florida), each in an amount equal to one hundred twenty-five percent (125%) of estimate of
the cost of the Alterations and in form reasonably satisfactory to Landlord, or (ii) such
other security as shall be reasonably satisfactory to Landlord.

9.02`Performance
of Alterations. Tenant, at its expense, shall obtain all necessary governmental
permits and certificates for the commencement and prosecution of Alterations and for the
final approval thereof upon completion, and shall cause the Alterations to be performed
in compliance therewith and in compliance with all applicable law and requirements of
public authorities and insurance bodies. The Alterations shall be diligently performed in
a good and workmanlike manner, using new materials and equipment at least equal in
quality and class to the better of (a) the original installations of the Premises or (b)
the then standards for the Premises established by Landlord. Alterations shall be
performed in such manner as to not unreasonably interfere with or delay and as not to
impose any additional expense upon Landlord in the construction, maintenance, repair or
operation of the Premises; and if any such expense is incurred by Landlord, Tenant shall
pay the same upon substantiation and demand. Tenant shall accomplish any alterations so
as to not disturb other tenants in the building even if same means that Tenant
contractors must work overtime at its expense. Landlord may establish reasonable
procedures for Tenant to follow including time permitted for construction and method of
construction.

9.03`Lien
Prohibition. Tenant, at its expense, and with due diligence and dispatch, shall
procure the cancellation or discharge of all notices of violation arising from or
otherwise connected with Alterations, or any other work, labor, services or material done
for or supplied to Tenant, or any person claiming through or under Tenant, which shall be
issued by any public authority to create any liens for labor or materials on or against
the Premises. Tenant shall defend, indemnify, and save Landlord harmless from and against
any and all mechanics and other liens and encumbrances filed in connection with
Alterations or any other work, labor, services, or materials done for or supplied to
Tenant, or any person claiming any materials, fixtures or articles installed in and
constituting a part of the Premises and against all costs, expenses, and liabilities
(including reasonable attorneys fees to and through any appellate proceedings)
incurred in connection with any such lien or encumbrance or any action or proceeding
brought thereon. Tenant, at its expense, shall procure the satisfaction, bond or
discharge of record of all such liens and encumbrances within fifteen (15) days after the
filing thereof. In the event Tenant has not so performed, Landlord may, at its option,
pay and discharge such liens and Tenant shall be responsible to reimburse Landlord for
all costs and expenses incurred in connection therewith, which expenses shall include
reasonable attorneys fees (to and through any appellate proceedings) and any costs
in posting bond to effect discharge or release of the lien as an encumbrance against the
Premises. Landlord has recorded a prohibition against the filing of mechanic liens by
Tenants contractors, subcontractors, architects or materialmen.

# ARTICLE 10LANDLORDS AND
TENANTS PROPERTY

10.01 Landlords
Property. All fixtures, equipment, improvements and appurtenances attached to or
built into the Premises at the commencement of or during the term of this Lease, whether
or not by or at the expense of Tenant, are the property of the Landlord (the Landlords
Property) and shall not be removed by Tenant except as set forth herein.
Further, any personal property in the Premises on the Lease Commencement Date, unless
paid for by Tenant without reimbursement by Landlord, shall be and shall remain the
property of the Landlord and shall not be removed by Tenant. All carpeting contained
within the Premises during the term of this Lease shall be and remain the property of
Landlord and shall not be removed or replaced without the prior written consent and
approval by Landlord.

10.02 Tenants
Property. All movable partitions, business and trade fixtures, machinery and
equipment, communications equipment and office equipment, whether or not attached to or
built into the Premises, which are installed in the Premises by or for the account of
Tenant without expense to Landlord and which can be removed without structural damage to
the Premises or expenses to Landlord, and all furniture, furnishings and other articles
of movable personal property owned by Tenant and located in the Premises shall be and
shall remain the property of the Tenant (the Tenants Property)
and may be removed by Tenant at any time during the term of this Lease. In the event
Tenants Property is so removed, Tenant shall repair or pay the cost of repairing
any damage to the Premises resulting directly or indirectly from the installation and/or
removal thereof. Any equipment or other property for which Landlord shall have granted
any allowance or credit to Tenant shall not be deemed to have been installed by or for
the account of Tenant without expense to Landlord and shall not be considered Tenants
Property, but shall be deemed the property of Landlord. Tenant shall pay Landlord the
reasonable cost of Landlord to supervise the removal of the property from the Premises.
Tenant shall give Landlord ten (10) days notice of date and time of any proposed removal
of more than one third of the existing personal property or fixtures from the Premises.

10.03 Removal
of Tenants Property. At or before the expiration date of this Lease, or the
date of any earlier termination hereof, or within fifteen (15) days after such an earlier
termination date, Tenant, at its expense, shall remove from the Premises all of Tenants
Property (except such items thereof as Tenant desires to leave and Landlord shall have
expressly permitted to remain, which property shall become the property of Landlord), and
Tenant shall repair any damage to the Premises or the Building resulting from any
installation and/or removal of Tenants Property. Any other items of Tenants
Property which shall remain in the Premises after the expiration date of this Lease, or
after a period of Fifteen (15) days following an earlier termination date, may, at the
option of Landlord, be deemed to have been abandoned, and in such case, such items may be
retained by Landlord as its property or disposed of by Landlord, without accountability,
in such manner as Landlord shall determine, at Tenants expense.

# ARTICLE 11REPAIRS AND MAINTENANCE

11.01 Tenant
Repairs and Maintenance. Tenant shall keep, repair and maintain and not misuse
the Premises so that they may be returned to the Landlord in as good order and condition
as when delivered to Tenant, excepting ordinary wear and tear, structural repairs and
replacement, damage by fire, vandalism, the elements and any other insurable casualty,
and damage due to or occasioned by the negligence or acts of Landlord and/or other
tenants in the Building. Notwithstanding anything contained in the Lease to the contrary,
Tenant will not be required to pay for any repairs to the Premises or the Building to the
extent Landlord is reimbursed therefore by insurance proceeds. Except as otherwise
provided in the Lease, during the term hereof Tenant shall keep the Premises and every
part thereof in good repair and condition at its sole cost and expense. At the expiration
of the term (or the earlier termination of the Lease), Tenant shall surrender the
Premises in substantially the same condition and repair as existed at the time Tenant
took possession, reasonable wear and tear and damage by fire or other insurable casualty
excepted.

11.02 Landlord
Repairs and Maintenance. In addition to any other obligations contained herein,
Landlord shall maintain, repair and replace as necessary the plumbing, heating,
ventilating and air conditioning equipment, lighting and other electrical and mechanical
equipment, sprinkler system, elevators and glass (unless broken or damaged due to the
negligence or acts of Tenant) within the Property, and make all other repairs or
replacements to the Property which Tenant is not hereby required to make. Landlord shall
maintain (including painting as necessary), repair and replace as necessary the exterior
of the Building, including the roof, exterior walls, drains, eaves troughs, downspouts
and gutters and shall provide lateral support and make all structural repairs to the
Building. Landlord shall maintain, repair and replace as necessary the sewers, utility
lines, driveways, sidewalks, Parking Areas, lighting, landscaping and fencing located on
the Land and serving the Building. Landlord shall also maintain, repair and replace as
necessary the exterior lighting in order to provide a minimum of .3 footcandle of
illumination on a horizontal plane in the entire parking area(s) and a minimum of 1
footcandle of illumination on a horizontal plane at all customer and employee entrances,
doors and, if applicable, at the night depository.

11.03 Landlords
Obligation to Provide Services. Landlord shall furnish at its expense electric
current and gas service and other power for all purposes required by the Tenant; water;
elevator service during ordinary business hours, and at least one (1) elevator providing
service twenty-four (24) hours per day seven (7) days per week; sufficient heat and air
conditioning necessary to make the Premises comfortable for occupancy.

11.04
Landlords Failure to Provide Services:

(a)                 In
the event Landlord, through its own negligence or willful misconduct (or that
          of its employees or agents), fails to provide any of these services required
          above and such failure results in an interruption of Tenants business
          and/or use of all or part of the Premises, then Landlord shall be liable to
          Tenant for losses or damage incurred by Tenant because of such interruption
and,           in addition, Tenant shall have the following remedies (which are
cumulative and           not mutually exclusive):

| | (i)                 Rent
shall abate for the period(s) of such interruption(s);
| | -------------------------------------------------------------------------------

| | (ii)
               In the event the Landlord fails to make any repairs or replacements which
it is                required to make hereunder within a reasonable time specified in a
written                notice by Tenant, then in that event Tenant may make such repairs
or                replacements and deduct the cost and expense thereof from the rent
reserved                hereunder, or Tenant may, at its option, cancel the Lease. If by
reason of                emergency, repairs or replacements become necessary which by the
terms hereof                are the responsibility of Landlord, Tenant may make such
repairs or replacements                which in the opinion of Tenant are necessary for
the preservation of the                Premises or of the Tenants property, and
Landlord shall at the option of                Tenant either reimburse Tenant or Tenant
may deduct the cost and expense thereof                from the rent reserved hereunder.
Provided, however, that in such event Tenant                agrees to make reasonable
effort to inform Landlord before proceeding with such                repairs or
replacements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE 12 HEAT, VENTILATION, AIR
CONDITIONING, AND ELECTRICAL ENERGY

12.01 Air
Conditioning and Heating Provided by Tenant.Except as otherwise provided herein,
Landlord, at its expense, shall maintain and operate the heating, ventilating and air
conditioning systems serving the Premises.

12.02 Use
of Electrical Energy by Tenant. Tenants use of electrical energy in the
Premises shall not, at any time, exceed the capacity of any of the electrical conductors
and equipment in or otherwise serving the Premises. In order to insure that such capacity
is not exceeded and to avert possible adverse effects upon the Premises electric
service, Tenant shall not, without Landlords prior written consent in each
instance, connect appliances or equipment to the Premises electric distribution system,
or make any alteration or addition to the electric system of the Premises existing on the
Lease Commencement Date. Tenants electrical usage under this Lease contemplates
only the use of normal and customary office equipment including office computers. In the
event Tenant installs any equipment which uses substantial additional amounts of
electricity, then Tenant agrees that Landlords prior written consent is required
before the installation of such additional equipment and Landlord shall have the right to
charge the Tenant an additional cost for said usage.

# ARTICLE 13 OTHER SERVICES

13.01 Janitorial
Standards. Tenant shall cause the Premises, including the exterior and interior
of the windows thereof, to be cleaned in a manner standard to the Building. Landlord
shall not be required to clean any portions of the Premises used for the preparation,
serving or consumption of food or beverages, training rooms, data processing or
reproducing operations, private lavatories or toilets. Tenant shall pay to Landlord on
demand the cost incurred by Landlord for (a) cleaning work in the Premises required
because of (i) misuse or neglect on the part of Tenant or subtenants or its or their
employees or visitors, (ii) the use of portions of Premises for special purposes
requiring greater or more difficult cleaning work than office areas, (iii) interior glass
partitions or unusual quantity of interior glass surfaces and (iv) non-building standard
materials or finishes installed by Tenant or at its request and (b) removal from the
Premises of any refuse and rubbish of Tenant.

13.02 Involuntary
Cessation of Services. Landlord reserves the right, without any liability to
Tenant and without affecting Tenants covenants and obligation hereunder, to stop
any services required by Landlord under this Lease, whenever and for so long as may be
necessary, by reason of accidents, emergencies, strikes, or the making of repairs or
changes which Landlord is required by this Lease or by law to make or in good faith deems
necessary, by reason of inability or delay in securing proper supplies of fuel, steam,
water, electricity, labor, or supplies, or by reason of any other cause beyond Landlords
reasonable control. Involuntary cessation of services as described herein shall not be
considered constructive eviction nor shall there be any abatement of rent.

# ARTICLE 14 ACCESS AND NAME

14.01 Landlords
Right of Access.Landlord and its agents shall have the right to enter and/or
pass through the Premises upon reasonable notice during normal hours (a) to examine the
Premises and to show them to actual and prospective Superior Landlords, Superior
Mortgagees, or prospective purchasers, mortgagees or lessees of the Premises and (b) to
make such repairs, alterations, additions and improvements in or to the Premises or its
facilities and equipment as Landlord is required or desires to make. Landlord shall be
allowed, in the exercise of reasonable care on its part, to take all materials into and
upon the Premises that may be required in connection therewith, without any liability to
Tenant and without any reduction of Tenants covenants and obligations hereunder.
During the period of six (6) months prior to the expiration date of this Lease, Landlord
and its agents may exhibit the Premises to prospective tenants unless the Term of Tenants
Lease has been extended.

14.02Landlords
Right to Repair and Maintain.If at any time any windows of the Premises are
temporarily darkened or obstructed by reasons of any repairs, improvements, maintenance
and/or cleaning in or about the Building, or if any part of the Building, other than the
Premises, is temporarily or permanently closed or inoperable, the same shall be without
liability to Landlord and without any reduction or diminution of Tenants
obligations under this Lease. Landlord reserves the right, at any time, without incurring
any liability to Tenant therefore, and without affecting or reducing any of Tenants
covenants and obligations hereunder, to make such changes, alterations, additions and
improvements in or to the Building as Landlord shall deem necessary or desirable.

14.03 Signs.Tenant
is not permitted to erect any signs in or around the Premises without written approval of
Landlord.

# ARTICLE 15NON-LIABILITY AND
INDEMNIFICATION

15.01 Non-Liability. Neither
Landlord nor any partner, director, officer, agent, servant, or employee of Landlord, any
Superior Landlord or any Superior Mortgagee, shall be liable to Tenant for any loss,
injury, or damage to Tenant or to any other person, or to its or their property,
irrespective of the cause of such injury, damage or loss, relating to the operation or
maintenance of the Premises or the Building except for gross negligence or willful
misconduct of Landlord. Further, neither Landlord, any Superior Landlord or any Superior
Mortgagee, nor any partner, director, officer, agent, servant, or employee of Landlord
shall be liable (a) for any such damage caused by other tenants or persons in, upon or
about the Building, or caused by operations in construction of any private, public or
quasi-public work; or (b) for consequential damages arising out of any loss of use of the
Premises or any equipment or facilities therein by Tenant or any person claiming through
or under Tenant as a result of the damage referred to in 15.01 (a).

15.02 Force
Majeure. The obligations of Tenant hereunder shall not be affected, impaired or
excused, nor shall Landlord have any liability whatsoever to Tenant, because (a) Landlord
is unable to fulfill, or is delayed in fulfilling any of its obligations under this Lease
by Reasons of act of God, war, strike, other labor trouble, governmental pre-emption of
priorities or other controls in connection with a national or other public emergency or
labor or materials, or any other cause, whether similar or dissimilar, beyond Landlords
reasonable control; or (b) of any failure or defect in the supply, quantity or character
of electricity or water furnished to the Premises, by reasons of any requirement, act or
omission of any public utility or others serving the Premises beyond Landlords
reasonable control. Tenant shall not hold Landlord liable, excluding gross negligence of
Landlord, for any latent defect in the Premises.

# ARTICLE 16 DAMAGE OR DESTRUCTION

16.01 Notification. Tenant
shall give prompt notice to Landlord of (a) any occurrence in or about the Premises for
which Landlord might be liable, (b) any fire or other casualty in the Premises, (c) any
damage to or defect in the Premises, including the fixtures, equipment and appurtenances
thereof, for the repair of which Landlord might be responsible, and (d) any damage to or
defect in any part or appurtenance of the Premises sanitary, electrical, heating,
ventilating, air conditioning or other systems located in or passing through the Premises
or any part thereof.

16.02 Repair
Provisions. In the event of loss of, or damage to, the Premises by fire or other
casualty, the rights and obligations of the parties hereto shall be as follows:

(a)              If
the Premises or any part thereof shall be damaged by fire or other casualty,
          Tenant shall give prompt notice thereof to Landlord, and Landlord, upon
          receiving such notice, shall proceed promptly and with reasonable diligence,
          subject to Force Majeure and a reasonable time for adjustment of insurance
          losses, to repair, or cause to be repaired, such damage in a manner designed to
          minimize interference with Tenants occupancy (but with no obligation to
          employ labor at overtime or other premium pay rates). If the Premises or any
          part thereof shall be rendered untenantable by reason of such damage, Rent
          Charges shall proportionately abate for the period from the date of such damage
          to the date when such damage shall have been repaired for the portion of the
          Premises rendered tenantable. If, however, prior to the date when all of such
          damage shall have been repaired, any part of the Premises so damaged shall be
          rendered tenantable and shall be used or occupied by Tenant or any Person or
          Persons claiming through or under Tenant, then the amount by which the Rent and
          Charges shall abate shall be equitably apportioned for the period from the date
          of any such use.

(b)              If,
as a result of fire or other casualty more that one-half (1⁄2) of the
          Premises are rendered untenantable, Landlord within 60 days from the date of
          such fire or casualty may terminate this Lease by notice to Tenant, specifying
a           date, not less than 20 nor more than 40 days after the giving of such notice,
on           which the Term shall expire as fully and completely as if such date were the
          date herein originally fixed for the expiration of the Term. If the Premises
are           damaged as a result of fire or other casualty and if the damage to the
Premises           (but not including Tenants Installations or Alterations) is so
extensive           that such damage cannot be substantially repaired within 180 days
from the date           of the fire or other casualty (except for Force Majeure), either
Landlord or           Tenant within 30 days from the date of such fire or other casualty
may terminate           this Lease by notice to the other, specifying a date, not less
than 20 nor more           than 40 days after the giving of such notice, on which the
Term shall expire as           fully and completely as if such date were the date
originally fixed for the           expiration of the Term. If either Landlord or Tenant
terminates this Lease, the           Rent shall be apportioned as of the date of such
fire or other casualty. If           neither Landlord nor Tenant so elects to terminate
this Lease, then Landlord           shall proceed to repair the damage to the Premises
(but not Tenants           Installations or Alterations), if any shall have
occurred, and the Rent shall           meanwhile be apportioned and abated all as
provided in subsection (a). If,           however, such damage is not repaired and the
Premises restored to reasonably the           same condition as they were prior to such
damage within 270 days from the date           of such damage (such 270 day period to be
extended by the period of any Force           Majeure plus a reasonable time for
adjustment of insurance losses), Tenant,           within 30 days from the expiration of
such 270 day period (as the same may be           extended), may terminate this Lease by
notice to Landlord, specifying a date not           more than 60 days after the giving of
such notice on which the Term shall expire           as fully and completely as if such
date were the date herein originally fixed           for the expiration of the Term.

(c)              If
the Premises shall be rendered untenantable to the extent of fifty (50%)
          percent or more by fire or other casualty during the last six months of the
          Term, Landlord or Tenant may terminate this Lease upon notice to the other
party           given within 90 days after such fire or other casualty specifying a date,
not           less than 20 days nor more than 40 days after the giving of such notice, on
          which the Term shall expire as fully and completely as if such date were the
          date originally fixed for the expiration of the Term. If either Landlord or
          Tenant terminates this Lease pursuant to this subsection, the Rent shall be
          apportioned as of the date of such fire or casualty.

(d)              Landlord
shall not be required to repair or replace any of Tenants           Installations
or Alterations or any other personal property of Tenant and no           damages,
compensation or claim shall be payable by Landlord for inconvenience,           loss of
business or annoyance arising from any repair or restoration of any           portion of
the Premises, but the foregoing shall not be deemed to relieve           Landlord of
liability for the gross act or omission or willful misconduct of           Landlord its
agents, etc., or its breach of any covenant of this Lease.

(e)              The
provisions of this Section shall be considered an express agreement           governing
any instance of damage or destruction of the Building or the Premises           by fire
or other casualty, and any law now or hereafter in force providing for           such a
contingency in the absence of express agreement shall have no           application.

(f)              Notwithstanding
any other provision of this Lease, Landlord shall not be liable           or responsible
for, and Tenant hereby releases Landlord and its partners,           officers, directors,
agents and employees from, any and all liability or           responsibility to Tenant or
any Person claiming by, through or under Tenant, by           way of subrogation or
otherwise, for any injury, loss or damage to Tenants           property covered by
a valid and collectible fire insurance policy with extended           coverage
endorsement. Tenant shall require its insurer(s) to include in all of           Tenants
insurance policies which could give rise to a right of subrogation           against
Landlord a clause or endorsement whereby the insurer(s) shall waive any           rights
of subrogation against Landlord, and Tenant shall pay any additional           premium
required therefore.

(g)              Notwithstanding
any other provision of this Lease, Tenant shall not be liable or           responsible
for, and Landlord hereby releases Tenant and its partners, officers,           directors,
agents and employees from, any and all liability or responsibility to           Landlord
or any Person claiming by, through or under Landlord, by way of           subrogation or
otherwise, for any injury, loss or damage to Landlords           property covered
by a valid and collectible fire insurance policy with extended           coverage
endorsement. Landlord shall require its insurer(s) to include in all of           Landlords
insurance policies which could give rise to a right of           subrogation against
Tenant a clause or endorsement whereby the insurer(s) shall           waive any rights of
subrogation against Tenant, and Landlord shall pay any           additional premium
required therefore.

(h)              The
proceeds payable under all fire and other hazard insurance policies           maintained
by Landlord on the Building shall belong to and be the property of           Landlord and
Tenant shall not have any interest in such proceeds. Tenant agrees           to look to
its own fire and hazard insurance policies in the event of damage to           Tenants
Installations or Alterations or its personal property.

# ARTICLE 17EMINENT DOMAIN

If
the whole or a substantial part of the Premises shall be taken or condemned or is under
threat of being taken by any governmental authority for any public or quasi-public use or
purpose, then the term of this Lease shall cease and terminate as of the date when title
vests in such governmental authority, and Tenant shall have no claim against Landlord or
the condemning authority for any portion of the amount that may be awarded as damages as a
result of such taking or condemnation or for the value of any unexpired term of the Lease.
Tenant may make a separate claim against the condemning authority for a separate award for
the value of any unexpired term of the Lease, Tenants tangible personal property and
trade fixtures and for consequential damages as may be allowed by law, provided the same
shall be abated on the date when such title vests in such governmental authority. If less
than a substantial part of the Premises is taken, or condemned or is under threat of being
taken by any governmental authority for any public or quasi-public use or purpose, monthly
rent shall be equitably adjusted on the date when title vests in such governmental
authority, and the Lease shall otherwise continue in full force and effect. For purposes
of this Article, a substantial part of the Premises shall be considered to have been taken
if more than twenty-five percent (25%) of the Premises are unusable by Tenant. Landlord
may elect to terminate this Lease (whether or not the Premises shall have been condemned),
if Landlord elects to demolish the remainder of the Building.

# ARTICLE 18SURRENDER

On
the last day of the term of this Lease, or upon any earlier termination of this Lease, or
upon any re-entry by Landlord upon the Premises, Tenant shall quit and surrender the
Premises to Landlord broom-clean and in good order, condition and repair,
except for ordinary wear and tear and such damage or destruction as Landlord is required
to repair or restore under this Lease, and Tenant shall remove all of the Tenants
Property therefrom except as otherwise expressly provided in this Lease. If Tenant
remains in possession after the expiration date hereof (a) Tenant shall be deemed a
tenant at sufferance, (b) Tenant shall pay two hundred percent (200%) of the Rent last
prevailing hereunder, and (c) there shall be no renewal or extension of this Lease by
operation of law.

# ARTICLE 19 CONDITIONS OF
LIMITATION

19.01
Bankruptcy of Tenant.

(a)
Event of Bankruptcy. For purposes of this Lease, each of the
               following shall be deemed an Event of Bankruptcy:

| | (i)
               if Tenant becomes insolvent, as defined in the Bankruptcy Code, or under
the                Insolvency Laws;
| | -------------------------------------------------------------------------------------------------------------------------------

| | (ii)
               the commencement of any action or proceeding for the dissolution or
liquidation                of Tenant or for the appointment of a receiver or trustee of
the property of                Tenant, whether instituted by or against Tenant, if not
bonded or discharged                within sixty (60) days of the date of the
commencement of such proceeding or                action;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
               if Tenant files a voluntary petition under the Bankruptcy Code or
Insolvency                Laws;
| | ----------------------------------------------------------------------------------------------------------------------

| | (iv)
               if there is filed an involuntary petition against Tenant as the subject
debtor                under the Bankruptcy Code or Insolvency laws, which is not
dismissed within                sixty (60) days of filing, or results in issuance of an
order for relief against                the debtor; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
               if Tenant makes or consents to an assignment of its assets, in whole or in
part,                for the benefit of creditors, or to a common law composition of
creditors.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)             The
occurrence of any of the events described in subparagraph (a) (i) through           (v)
above, with respect to any guarantor of the Tenants obligations under
          this Lease.

As
used herein, (i) Bankruptcy Code means title 11 of the United States
Code, 11 U.S.C. Section 101 et. seq. as amended or any successor statute and (ii)
Insolvency Laws means the insolvency laws of any state or territory of the United States.

19.02
Default Provisions.

| | 19.02.1
Each of the following events shall be deemed to be, and is referred to in this Lease as,
an Event of Default:
| | -----------------------------------------------------------------------------------------------------------------------

| | (a)
               A default by Tenant in the due and punctual payment of any Rent which
continues                for more than ten (10) days after written notice from Landlord
to Tenant; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
               The neglect or failure of Tenant to perform or observe any of the terms,
               covenants or conditions contained in this Lease on Tenants part to
be                performed or observed other than those referred to in paragraph
19.02.1(a) above                which is not remedied by Tenant within 30 days after
Landlord shall have given                to Tenant written notice specifying such neglect
or failure, provided that such                thirty (30) day period shall be extended
for the time period reasonably                necessary to diligently cure such neglect
or failure if such cure cannot                reasonably be accomplished during such
thirty (30) day period and Tenant has                commenced to cure the default; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
               The assignment, transfer, mortgaging or encumbering of this Lease or the
               subletting of the Premises in a manner not permitted by Article 7; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)
               The vacating or abandonment of the Premises by Tenant without the
continued                payment of Rent hereunder; or
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (e)
               An Event of Bankruptcy.
| | ------------------------------------------

| | 19.02.2
Upon the occurrence of an Event of Default, pursuant to subsection 19.02.1, Landlord
shall have the right, at its election, then or at any time thereafter, either:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)                      To
give Tenant written notice that this Lease will terminate on a date to be
               specified in such notice, which date shall not be less than three (3) days
after                such notice, and on the date specified in such notice Tenants
right to                possession of the Premises shall cease and this Lease shall
thereupon be                terminated, but Tenant shall remain liable for all Rent for
any period prior to                the effective date of termination; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                      In
accordance with applicable law, without demand or notice, at Landlords
               election, (a) to accelerate and declare immediately due and payable all
rents                and other charges to be paid by Tenant hereunder, to the end of the
term of the                Lease and to collect such rentals and charges immediately by
distress proceeding                or otherwise, or (b) as authorized by law, to re-enter
and take possession of                the Premises, or any part thereof, and repossess
the same and dispossess the                Tenant and those claiming through or under
Tenant and remove the effects of both                or either, by summary proceedings,
or by action at law or in equity or                otherwise, without being deemed guilty
of any manner of trespass and without                prejudice to any remedies for
arrears of rent or preceding breach of covenant.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If
Landlord elects to re-enter under paragraph 19.02.2(ii), Landlord may at any time
thereafter, terminate this Lease, or, from time to time, without terminating this Lease,
may re-let the Premises, or any part thereof, as agent for Tenant for such term or terms
and at such rental or rentals and upon such other terms and conditions as Landlord may
deem advisable, with the right to make alterations and repairs to the Premises.

No
such re-entry or taking of possession of the Premises by Landlord shall be construed as an
election on Landlords part to terminate this Lease unless a written notice of such
intention is given to Tenant.

# ARTICLE 20 DAMAGES

20.01 Tenant
Liability. In an Event of Default, if Landlord accelerates the rent and other
charges, then Tenant shall immediately pay to Landlord in one lump the present worth of
all Rent for the balance of the Term of this Lease. For purposes of this Section 20.01,
present worth shall be computed by discounting such amount to present
worth at a discount rate equal to ten percent (10%) per annum.

In
an Event of Default if Landlord retakes possession of the Premises for the account of the
Tenant, then Tenant shall be responsible for any unpaid rent or other charges through the
date of repossession, together with all rent or other charges as the same becomes due
under the Lease and any all reasonable expenses incurred by Landlord in re-entering the
Premises, repossessing the same, making good any default of Tenant, painting, altering or
dividing the Premises, combining the same with any adjacent space for any new tenants,
putting the same in proper repair, re-letting the same (including any and all reasonable
attorneys fees and disbursements and reasonable brokerage fees incurred in so
doing), and any and all expenses which Landlord may incur during the occupancy of any new
tenant (other than expenses of a type that are Landlords responsibility under the
terms of this Lease), less the net proceeds of any re-letting, to the extent that the
proceeds are less than or equal to the amount due above. Tenant agrees to pay to Landlord
such sum during the Term, at the end of such month. Any suit brought by Landlord to
enforce collection of such difference for any one month shall not prejudice
Landlords right to enforce the collection of any difference for any subsequent
month. In addition to the foregoing, Tenant shall pay to Landlord such sums as the court
may adjudge reasonable as attorneys fees with respect to any successful law suit or
action instituted by Landlord to enforce the provisions of this Lease. Landlord shall have
the right, at its sole option, to re-let the whole or any part of the Leased Premises for
the whole of the unexpired Term, or longer, or from time to time for shorter periods, for
any rental then obtainable, giving such concessions of rent and making such special
repairs, alterations, decorations and paintings for any new tenant as Landlord, in its
sole and absolute discretion, may deem advisable. Tenants liability as aforesaid
shall survive the institution of summary proceedings to recover possession of the
premises.

20.02 Rights
of Landlord. At its election from time to time, Landlord may bring suit or suits
for the recovery of such damages, or any installments thereof, or acceleration of all
Rent due during the remaining Lease Term, and nothing contained herein shall be deemed to
require Landlord to postpone suit until the date when the term of this Lease would have
expired nor limit or preclude recovery by Landlord against Tenant of any sums or damages
which, in addition to the damages particularly provided above, Landlord may lawfully be
entitled by reason of any default hereunder on the part of Tenant. The various rights,
remedies and elections of Landlord reserved, expressed or contained herein are cumulative
and no one of them shall be deemed to be exclusive of the others or of such other rights,
remedies, options or elections as are now or may hereafter be conferred upon Landlord by
law.

Landlord
is hereby granted a valid security interest to secure payment of all Rent becoming due
hereunder and to secure payment of any loss or damage due to any default by Tenant
hereunder and to secure payment of any loss or damage due to any default by Tenant
hereunder upon all of Tenants Property and any other personal property of Tenant
which may now or hereafter be installed or placed in the Premises.

# ARTICLE 21 PARKING

Landlord
grants to Tenant the right to use that number of parking spaces set forth in Section (i)
of the Fundamental Provisions Section (the Parking Spaces) based upon a
first come first serve basis with no separated tenant designation of parking spaces.
During the initial term of the Lease and any renewal thereof, Tenant shall not be
obligated to pay to Landlord any cost for the use of parking spaces.

# ARTICLE 22 ESTOPPEL CERTIFICATES

At
any time and from time to time but within ten (10) days after prior written request by
Landlord, Tenant shall execute, acknowledge, and deliver to Landlord, promptly upon
request, a certificate in the form attached hereto as Exhibit B
certifying as to the matters set forth therein. Any such certificate may be relied upon by
any prospective purchaser or existing or prospective mortgagee or beneficiary under any
deed of trust of the Premises. Tenants failure to deliver such a certificate within
such time shall be conclusive evidence of the matters set forth in it.

# ARTICLE 23 HAZARDOUS MATERIALS

(a)              For
purposes of the Lease, hazardous materials means any
          explosives, radioactive materials, petroleum products, hazardous wastes, or
          hazardous substances, including without limitation substances defined as hazardous
substances in the Comprehensive Environmental           Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section           9601-9657; the
Hazardous Materials Transportation Act of 1975, 49 U.S.C. Section           1801-1812;
the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section
          6901-6987; or any other federal, state, or local statute, law, ordinance, code,
          rule, regulation, order, or decree regulating, relating to, or imposing
          liability or standards of conduct concerning hazardous materials, waste, or
          substances now or at any time hereafter in effect (collectively,
          hazardous materials laws)

(b)              Except
in accordance with applicable law, Tenant shall not: (i) cause or permit           the
storage, use, generation or disposition of any hazardous materials in, on or
          about the Premises or the Property by Tenant, its agents, employees,
contractors           or invitees; (or) permit the Premises to be used or operated in a
manner that           may cause the Premises or the Property to be contaminated by any
hazardous           materials in violation of any hazardous materials laws or result in
the           diminution of the value of the Building or Property or degradation of
structural           materials of the Premises. Tenant shall immediately advise Landlord
in writing           of (1) any and all enforcement, cleanup, remedial, removal, or other
          governmental or regulatory actions instituted, completed, or threatened
pursuant           to any hazardous materials laws relating to any hazardous materials
affecting           the Premises; and (2) all claims made or threatened by any third
party against           Tenant, Landlord, or the Premises relating to damage,
contribution, cost           recovery, compensation, loss, or injury resulting from any
hazardous materials           on or about the Premises. Without Landlords prior
written consent, Tenant           shall not take any remedial action or enter into any
agreements or settlements           in response to the presence of any hazardous
materials in, on, or about the           Premises

(c)              Tenant
shall be solely responsible for and will defend, indemnify and hold           landlord,
its agents, and employees harmless from and against all claims, costs,           and
liabilities, including attorneys fees and costs, arising out of or in
          connection with Tenants breach of its obligations in this Article 23.
          Tenant will be solely responsible for and will defend, indemnify, and hold
          Landlord, its agents, and employees harmless from and against any and all
          claims, costs, and liabilities, including attorneys fees and costs,
          arising out of or in connection with the removal, cleanup, and restoration work
          and materials necessary to return the Premises and any other property of
          whatever nature located on the Premises to their condition existing prior to
the           default. Tenants obligations under this Article 23 will survive the
          expiration or other termination of this Lease.

# ARTICLE 24 INDEMNIFICATION,
WAIVER AND RELEASE

24.01 Tenants
Indemnification. Except for any injury to persons or damage to property on the
Premises that is proximately caused by or results proximately from the negligence or
deliberate act of Landlord, its employees or agents, and subject to the provisions of
Article 8.04 herein, Tenant shall indemnify and hold Landlord, Landlords wholly
owned subsidiaries and the employees and agents of Landlord and Landlords wholly
owned subsidiaries, (hereinafter collectively referred to as the Indemnified
Parties and individually as an Indemnified Party), their
employees and agents harmless from and against, any and all demands, claims, causes of
action, fines, penalties, damages, liabilities, judgments, and expenses (including,
without limitation, reasonable attorneys fees) incurred in connection with or
arising from:

(a)              the
use or occupancy or manner of use or occupancy of the Premises by Tenant or           any
person claiming under Tenant;

(b)              any
activity, work, or thing done or permitted by Tenant in or about the           Premises,
the Building, or the Property;

(c)              any
breach by Tenant or its employees, agents, contractors, or invitees of this
          Lease;

(d)              any
injury or damage to the person, property, or business of Tenant, its           employees,
agents, contractors, or invitees entering upon the Premises under the           express
or implied invitation of Tenant; and

(e)              any
alleged violation by Tenant of any statutes, laws, rules, regulations,
          including, without limitation, the ADA.

If
any action or proceeding is brought against an Indemnified Party by reason of any such
claim for which Tenant has indemnified the Indemnified Parties, Tenant, upon written
notice from such Indemnified Party, shall defend the same at Tenants expense, with
counsel reasonably satisfactory to Landlord.

24.02 Waiver
and Release. Tenant, as a material part of the consideration to Landlord for this
Lease, by this Article 24.02 waives and releases all claims against Landlord, Landlords
wholly owned subsidiaries, and their employees and agents with respect to all matters for
which Landlord has disclaimed liability pursuant to the provisions of this Lease.

# ARTICLE 25 MISCELLANEOUS

25.01 Merger.Tenant
expressly acknowledges and agrees that Landlord has not made and is not making, and
Tenant, in executing and delivering this Lease, is not relying upon, any warranties,
representations, promises, or statements, except to the extent that the same are
expressly set forth in this Lease. All prior understandings and agreements between the
parties are merged in this Lease which alone fully and completely expresses the agreement
of the parties. No agreement shall be effective to change, modify, waive, release,
discharge, terminate or effect an abandonment of this Lease, in whole or in part, unless
such agreement is in writing, and is signed by the party against whom enforcement of said
change or modification is sought.

25.02 Notice.Any
notice required to be given by either party pursuant to this Lease, shall be in writing
and shall be deemed to have been properly given, rendered or made only if sent by
registered or certified mail, return receipt requested, posted in a United States post
office station or an established national courier service addressed to the other party at
the address hereinbelow set forth (unless either party shall give written notice to the
contrary), and shall be deemed to have been given, rendered or made on the day so mailed.

|Notice to Landlord                  | Notice to Tenant                   
|----------------------------------- | -----------------------------------
|Ener1 Battery Company               | EnerDel,Inc.                       
|500 W. Cypress Creek Road, Ste. 100 | 500 W. Cypress Creek Road, Ste. 100
|Fort Lauderdale, FL 33309           | Fort Lauderdale, FL 33309          
|                                    |                                    

25.03 Non-Waiver. The
failure of either party to insist in any one or more instances upon the strict
performance of any one or more of the obligations of this Lease, or to exercise any
election herein contained, shall not be construed as a waiver or relinquishment for the
future of the performance of such one or more obligations of this Lease, which shall
continue and remain in full force and effect with respect to any subsequent breach, act
or omission. The receipt by Landlord of Rent with knowledge of breach by Tenant of any
obligation of this Lease shall not be deemed a waiver of such breach.

25.04 Parties
Bound. The provisions of this Lease shall be binding upon and shall inure to the
benefit of the parties hereto, and each of their respective representatives, successors
and assigns. Landlord may freely and fully assign its interest hereunder subject to the
rights of Tenant herein contained.

25.05 Limitations
against Landlord. Tenant shall look only to Landlords estate in the
Premises, or the proceeds thereof, for the satisfaction of Tenants remedies for the
collection of a judgment (of other judicial process) requiring the payment of money by
Landlord in the event of any default by Landlord hereunder, and no other property or
assets of Landlord or its partners or principals, disclosed or undisclosed, shall be
subject to levy, execution, or other enforcement procedure for the satisfaction of Tenants
remedies under or with respect to this Lease, the relationship of Landlord and Tenant
hereunder or Tenants use or occupancy of the Premises.

25.06 Definition
of Parties. The term Tenant shall mean the Tenant herein named
or any assignee or other successor in interest (immediate or remote) of the Tenant herein
named, which at the time in question is the owner of the Tenants estate and
interest granted by this Lease. The term Landlord shall mean only the
owner at the time in question of the Premises or a lease of the Building, so that in the
event of any transfer or transfers of title to the Premises or of Landlords
interest in a lease of the Premises, the transferor shall be and hereby is relieved and
freed of all obligations of Landlord under this Lease accruing after such transfer, and
it shall be deemed, without further agreement that such transferee has assumed and agreed
to perform and observe all obligations of Landlord herein during the period it is the
holder of Landlords interest in this Lease.

25.07 Survival
of Obligations. Upon the expiration or other termination of this Lease, neither
party shall have any further obligation or liability to the other except as otherwise
expressly provided in this Lease and except for such obligations as by their nature or
under the circumstances can only be, or by the provisions of this Lease, may be,
performed after such expiration or other termination; and, in any event, unless otherwise
expressly provided in this Lease, any liability for any payment hereunder which shall
have accrued to or with respect to any period ending at the time of expiration or other
termination of this Lease shall survive the expiration or other termination of this
lease.

25.08 General
Terms. This Lease shall be governed by and construed in accordance with the laws
of the State of Florida. If any provision of this Lease or the application thereof to any
person or circumstance shall, for any reason and to any extent be invalid or
unenforceable, the remainder of this Lease and the application of that provision to other
persons or circumstances shall not be affected but rather shall be enforced to the extent
permitted by law. The table of contents, captions, headings and titles in this Lease are
solely for convenience of reference and shall not affect its interpretation. This Lease
shall be construed without regard to any presumption or other rule requiring construction
against the party causing this Lease to be drafted. Each covenant, agreement, obligation,
or other provision of this Lease on Tenants part to be performed, shall be deemed
and construed as a separate and independent covenant, agreement, obligation or other
provision of this Lease not dependent on any other provision of this Lease. All terms and
words used in this Lease, regardless of the number or gender in which they are used,
shall be deemed to include any other number and any other gender as the context may
require.

25.09 Arbitration. In
any case in which it is provided by the terms of this Lease that any matter shall be
determined by arbitration, then such arbitration shall be in accordance with the
Commercial Arbitration Rules then in effect of the American Arbitration Association by
one arbitrator in Fort Lauderdale, Florida, and judgment upon the award rendered by the
arbitrator may be entered in any Court having jurisdiction thereof. All direct and
reasonable costs of the arbitrator, witnesses and attorney fees are to be paid in
accordance with Section 25.12 below.

25.10 AttorneysFees. In
the case of either arbitration or litigation, the prevailing party shall be reimbursed
the full and reasonable costs of arbitration or litigation, including attorneys fees
through the Appellate Level. If, however, the prevailing party does not receive a
Judgment for the entire amount of damages requested in the original pleading or petition,
then attorneys fees shall only be awarded in accordance with a decision of the
arbitrator or judge as the case may be.

25.11 Authority.If
Tenant is a corporation or partnership, the person executing this Lease on behalf of
Tenant represents and warrants that Tenant is duly organized and validly existing; that
this Lease has been authorized by all necessary parties, is validly executed by an
authorized officer or agent of Tenant and is binding upon and enforceable against Tenant
in accordance with its terms.

25.12 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.

25.13 Executive
Order.Tenant warrants and represents to Landlord that Tenant is not, and
shall not become, a person or entity with whom Landlord is restricted from doing business
with under regulations of the Office of Foreign Asset Control (OFAC)
of the Department of the Treasury (including, but not limited to, those named on OFACs
Specially Designated and Blocked Persons list) or under any statute, executive order
(including, but not limited to, the September 24, 2001, Executive Order Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action and is not and shall not engage in any dealings
or transaction or be otherwise associated with such persons or entities.

25.14 Telephone/Telecommunications.Tenant acknowledges and agrees that all telephone and telecommunications services,
facilities and equipment (Facilities) desired by Tenant shall be
ordered and utilized at the sole expense of Tenant. Unless Landlord otherwise requests or
consents in writing, all Facilities shall be and remain solely in the Tenants
Premises and the telephone closet(s) on the floor(s) on which the Tenants Premises
is located, in accordance with rules and regulations adopted by Landlord from time to
time. Unless otherwise specifically agreed to in writing, Landlord shall have no
responsibility for the maintenance of the Facilities, including wiring or for any wiring
or other infrastructure to which the Facilities may be connected.

Tenant
agrees that, to the extent any such Facilities are interrupted, curtailed or discontinued,
Landlord shall have no obligation or liability with respect thereto and it shall be the
sole obligation of Tenant at its expense to obtain substitute
Facilities. Landlord shall have the right, upon reasonable prior
written notice to Tenant (except that no notice shall be required in the event of an
emergency) to interrupt or turn off the Facilities in the event of emergency or as
necessary in connection with repairs to the Premises. Any and all Facilities installed in
the Premises by or on behalf of Tenant, including wiring, or other facilities for
telecommunications transmittal, shall be removed prior to the expiration or earlier
termination of the Term by Tenant at its sole cost or, at Landlords election, by
Landlord at Tenants sole cost. Landlord shall have the right, upon prior written
notice, to require Tenant to abandon and leave in place, without additional payment to
Tenant or credit against Rent, any and all Facilities, or selected components thereof,
whether located in or about the Premises. In the event that Tenant wishes at any time to
utilize the services of a telephone or telecommunications provider whose equipment is not
then servicing the Premises, no such provider shall be permitted to install its lines or
other equipment within the Premises without first securing the prior written approval of
the Landlord, which approval shall not be unreasonably withheld or delayed.
Landlords approval shall not be deemed any kind of warranty or representation by
Landlord, including, without limitation, any warranty or representation as to the
suitability, competence, or financial strength of the provider.

Tenant
shall not utilize any wireless communications equipment (other than usual and customary
cellular telephones), including antennae and satellite receiver dishes, within the
Premises without Landlords prior written consent. Such consent may be conditioned in
such a manner so as to protect Landlords financial interests and the interests of
the Premises in a manner similar to the arrangements described in the immediately
preceding paragraphs.

[This
space intentionally blank. Signature page to follow.]

THIS
AGREEMENT shall not be effective until it is executed by both parties.

IN
WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Signed, sealed and delivered in the presence of:
(CORPORATE SEAL)
                                                __________________________________
         (Signature)

                                                __________________________________
         (Printed Name)

                                                __________________________________
         (Signature)

                                                __________________________________
         (Printed Name)
Signed, sealed and delivered in the presence of:
(CORPORATE SEAL)
                                                __________________________________
         (Signature)

                                                __________________________________
         (Printed Name)

                                                __________________________________
         (Signature)

                                                __________________________________
         (Printed Name) | ENER1 BATTERY COMPANY
By: __________________________________                                 
Name:     Ronald N. Stewart
Its:     Executive Vice President
Date:  __________________________________                              
EnerDel, Inc., a Delaware corporation
By:  __________________________________                                
Name:    Kevin P. Fitzgerald
Its:     Chief Executive Officer
Date: __________________________________

# EXHIBIT A-1

# LEGAL DESCRIPTION

The West 1/2 of Lot 40, of FORT
LAUDERDALE INDUSTRIAL AIRPARK SECTION 2, according to the map or plat thereof, as recorded
in Plat Book 63, Page 8, of the Public Records of Broward County, Florida, less the South
5 feet.

Together with appurtenant rights
under Joint Use Agreement, recorded in Official Records Book 22595, at Page 204, Public
Records of Broward County, Florida.

A-1

# EXHIBIT A-2

# DRAWING OF PREMISES

# EXHIBIT B

# TENANT ESTOPPEL
CERTIFICATE

RE: [Description of
Premises and Lease]

The
Tenant hereby certifies to Landlord, and to (______________), a
prospective purchaser of the building in which the Premises are located, and its lender,
(collectively Buyer), that the following information with respect to
the Lease is true and correct and will be relied upon by Buyer in making its decision to
purchase said building and/or associated land:

1.    
          The Lease is in full force and effect and has not been modified or amended
          except as specifically set forth in Paragraph 4 below. There are no other
          agreements, understandings, contracts, or commitments of any kind whatsoever
          with respect to the Lease or the Premises except as expressly provided in the
          Lease or in any amendment or supplement set forth below.

2.    
          The Tenant asserts no claim of default or offset or defense against the payment
          of rent or other charges payable by the Tenant and asserts no claim against the
          Landlord under the Lease in regard to the operation or maintenance of the
          property of which the Premises are a part. To the best of Tenants
          knowledge and belief, there is no default by Landlord under the Lease and all
          commitments made to induce Tenant to enter into the Lease have been satisfied.

3.    
          All rent has been paid to the end of the current calendar month, which is
          _________, 20__, and no rent under the Lease has been paid more than one month
          in advance of its due date unless as modified by Paragraph No. 10 below
          regarding security deposits.

4.    
          Dates of any Lease amendments or modifications:____________________

5.    
          Current annual fixed minimum rental: ______________

6.    
          Lease termination date:________________

7.    
          The Lease contains no option to renew, first right of refusal, option to expand,
          or option to terminate, except as follows:___________________

8.    
          The Tenant has not assigned, transferred, or hypothecated its interest under the
          Lease, except as follows:_____________________

9.    
          Tenant is using the Premises only for those purposes specifically permitted
          under the Lease.

10.    
          Landlord is holding Tenants security deposit of $___________

11.    
          Tenant is not in default under the Lease nor is there any condition or any event
          which has occurred, which, with the passage of time or the giving of notice or
          both, would constitute a default or breach under the Lease. Tenant is current
          (i.e. to the extent billed by Landlord) in the payment of any taxes, utilities,
          common area maintenance payments, or other charges required to be paid by the
          undersigned, and there exists no dispute relative to any such amounts.

12.    
          The improvements and space required to be furnished according to the Lease have
          been duly delivered by Landlord and accepted by Tenant.

13.    
          Under the Lease the Tenant is entitled to the use of ______ parking spaces.

14.    
          The undersigned has all requisite authority to execute this Estoppel Certificate
          on behalf of Tenant.

Dated:
______________, 20__

| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | __________________________________
By:  _____________________________ 
Its: _____________________________