Exhibit 10.7


 


COMMERCIAL LEASE


 


This lease is made between KCK of Ohio, LTD, herein called Lessor, and
CoA-1 Specialty & Gov’t Packaging, Inc. an Ohio Corporation, herein called
Lessee.


 


Lessee hereby offers to lease from Lessor the premises situated in the
City of Columbus, County of Franklin, State of Ohio, described as 6000 square
feet of warehouse space located at 321 During Avenue designated building 1 upon
the following TERMS and CONDITIONS:


 


1.   Term and Rent.    Lessor demises the above premises for a term of 3 years,
commencing October 1, 2003 and terminating on September 30, 2006 or sooner as
provided herein at the annual rental of ($) $18,000.00 payable in equal
installments in advance on the first day of each month for that month’s rental,
during the term of this lease. All rental payments shall be made to Lesser, at
the address specified above.


 


2.   Use.   
Lessee shall use and occupy the premises for wood shop and packaging.
The premises shall be used for no other purpose.  Lessor represents that the premises may lawfully be used for such
purpose.


 


3.   Care and Maintenance of Premises.    Lessee acknowledges that the premises are
in good order and repair, unless otherwise indicated herein Lessee shall, at
his own expense and at all times, maintain the premises in good and safe
condition, including plate glass, electrical wiring, plumbing and heating
installations and any other system or equipment upon the premises, and shall
surrender the same at termination hereof, in as good condition as received, normal
wear and tear excepted.  Lessee shall be
responsible for all repairs required, excepting the roof, exterior walls and
structural foundations. It is the Lessee’s responsibility to remove snow on the
concrete pad on the upper level outside the building entrance.


 


4.   Alternations.    Lessee shall not, without first obtaining the written consent
of Lessor, make any alterations, additions, or improvements, in, to or about
the premises. The Lessor agree to construct a 12’ x 12’ office area within 60
days of lease execution.


 


5.   Ordinances and Statutes.    Lessee shall comply with all statutes,
ordinances and requirements of all municipal, state and federal authorities now
in force, or which may hereafter be in force, pertaining to the premises,
occasioned by or affecting the use thereof by lessee.


 


6.   Assignment and Subletting.    Lessee shall not assign this lease or
sublet any portion of the premises without prior written consent of the Lessor,
which shall not be unreasonably withheld. Any such assignment or subletting
without consent shall be void and, at the option of the Lessor, may terminate
this lease.


 


7.   Utilities.   
Lessee shall be solely liable for utility charges as they become due,
including those for gas, electricity, and telephone services.


 


8.   Entry and Inspection.    Lessee shall permit Lessor or Lessor’s
agents to enter upon the premises at reasonable time and upon reasonable
notice, for the purpose of inspecting the same, and will permit Lessor at any time
within ninety (90) days prior to the expiration of this lease, to place upon
the 


 

















 


premises any usual “To Let” or
“For Lease” signs, and permit persons desiring to lease the same to inspect the
premises thereafter.


 


9.     Possession.    If Lessor is unable to deliver possession
of the premises at the commencement hereof, Lessor shall not be liable for any
damage caused thereby, nor shall this lease be void or voidable, but Lessee
shall not be liable for any rent until possession is delivered.  Lessee may terminate this lease if
possession is not delivered within 5 days of the commencement of the term
hereof.


 


10.   Indemnification of
Lessor.    Lessor shall not be liable
for any damage or injury to Lessee, or any other person, or to any property,
occurring on the demised premises or any part thereof, and Lessee agrees to
hold Lessor harmless from any claim for damages, no matter how caused.


 


11.   Insurance    Lessee, at his expense, shall maintain
plate glass and public liability insurance including bodily injury and property
damage insuring Lessee and Lessor with minimum coverage as follows:


Lessee shall
provide Lessor with a Certificate of Insurance showing Lessor as additional
insured. The certificate shall provide for a ten-day written notice to Lessor
in the event of cancellation or material change of coverage.  To the maximum extent permitted by insurance
policies, which may be owned by Lessor or Lessee, Lessee and Lessor, for the
benefit of each other, waive any and all rights of subrogation which might
otherwise exist.


 


12.   Eminent Domain.    If the premises or any part thereof or any
estate therein, or any other part of the building materially affecting Lessee's
use of the premise, shall be taken by eminent domain, this lease shall
terminate on the date when title vests pursuant to such taking. The rent, and
any additional rent, shall be apportioned as of the termination date, and any
rent paid for any period beyond that date shall be repaid to Lessee. Lessee
shall not be entitled to any part of the award for such taking or any payment in
lien thereof, but Lessee may file a claim for any taking of fixtures and
improvements owned by Lessee, and for moving expenses.


 


13.   Destruction of
Premises.    In the event of a partial
destruction of the premises during the term hereof, from any cause, Lessor
shall forthwith repair the same, provided that such repairs can be made within
sixty (60) days under existing governmental laws and regulations, but such
partial destruction shall not terminate this lease, except that Lessee shall be
entitled to a proportionate reduction of rent while such repairs are being
made, based upon the extent to which the making of such repairs shall interfere
with the business of Lessee on the premises. If such repairs cannot be made
within said sixty (60) days, Lessor, at his option, may make the same within a
reasonable time, this lease continuing in effect with the rent proportionately
abated as aforesaid, and in the event that Lessor shall not elect to make such
repairs which cannot be made within sixty (60) days, this lease may be
terminated at the option of either party. 
In the event that the building in which the demised premises may be
situated is destroyed to an extent of not less than one-third of the
replacement costs thereof, Lessor may elect to terminate this lease whether the
demised premises be injured or not. A total destruction of the building in
which the premises may be situated shall terminate this lease.


 


14.   Lessor’s Remedies on
Default.    If Lessee defaults in the
payment of rent, or any additional rent, or defaults in the performance of any
of the other covenants or conditions hereof, Lessor may give Lessee notice of
such default and if Lessee does not cure any such default within 10 days, after
the giving of such notice (or if such other default is of such nature that it
cannot be completely cured within such period, if Lessee does not commence such
curing within such 10 days and thereafter proceed with reasonable


 

















diligence and in good faith to cure such default), then Lessor may
terminate this lease on not less than 30 days’ notice to Lessee. On the
date specified in such notice the term of this lease shall terminate, and
Lessee shall then quit and surrender the premises to Lessor, but Lessee shall
remain liable as hereinafter provided. If this lease shall have been so
terminated by Lessor, Lessor may at any time thereafter resume possession of
the premises by any lawful means and remove Lessee or other occupants and their
effects. No failure to enforce any term shall be deemed a waiver.


 


15.   Security Deposit.    Lessee shall deposit with Lessor on the
signing of this lease the sum of fifteen hundred Dollars ($) $1,500.00 as
security deposit for the performance of Lessee’s obligations under this lease,
including without limitation, the surrender of possession of the premises to
Lessor as herein provided. If Lessor applies any part of the deposit to cure
any default of Lessee, Lessee shall no demand deposit with Lessor the amount so
applied so that Lessor shall have the full deposit on hand at all times during
the term of this lease.


 


16.   Tax Increase.    In the event there is any increase during
any year of the term of this lease in the city, County or state real estate
taxes over the above the amount of such taxes assessed for the tax year during
which the term of this lease commences, whether because of increased rate or
valuation, Lessee shall pay to Lesser upon presentation of paid tax bills an
amount equal to 0% of the increase in taxes upon the land and building in which
the leased premises are situated. In the event that such taxes are assessed for
a tax year extending beyond the term of the lease, the obligation of Lessee
shall be proportionate to the portion of the lease term included in such year.


 


17.   Common Area Expenses.    In the event the demised premises are
situated in a shopping center or in a commercial building in which there are
common areas, Lessee agrees to pay his pro-rata share of maintenance, taxes,
and insurance for the common area.


 


18.   Attorney’s Fees.    In case suit should be brought for
recovery of the premises, or for any sum due hereunder, or because of any act
which may arise but of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection with
such action, including a reasonable attorney’s fee.


 


19.   Notices.    Any notice which either party may, or is
required to give, shall be given by mailing the same, postage prepaid, to
Lessee at the Premises, or Lessor at the address shown below, or at such other
places as may be designated by the parties from time to time.


 


20.   Heirs, Assigns,
Successors.    This lease is binding
upon and inures to the benefit of the heirs, assigns and successors in interest
to the parties.


 


21.   Option to Renew.    Provided that Lessee is not in default in
the performance of this lease, Lessee shall have the option to renew the lease
for an additional term of 36 months commencing at the expiration of the initial
lease term. All of the terms and conditions of the lease shall apply during the
renewal term except that the monthly rent shall be $19,000.00 per year for 6000
square feet or $3.30 per square foot. In addition, provided that Lessee is not
in default in the performance of this lease, Lessee shall have the option to
renew the lease for an additional term of 36 months commencing at the
expiration of the 1st option to renew lease term. All of the terms and
conditions of the lease shall apply during the renewal term except that the
monthly rent shall be determined. The option shall be exercised by written
notice given to Lessor not less than 90 days prior to the expiration of the
initial lease term. If notice is not given in the 


 

















manner provided herein within the time specified, this option shall
expire.


 


22.   Subordination.    This lease is and shall be subordinated to
all existing and future liens and encumbrances against the property.


 


23.   Entire Agreement.    The foregoing constitutes the entire
agreement between the parties and may be modified only by a writing signed by
both parties. The following Exhibits, if any, have been made a part of this
lease before the parties’ execution hereof: Agreement to Lease prepared by Ohio
Equities, Inc.


 


Signed this
1st day of October, 2003.


 


	
  A-1
  Specialty & Gov’t Packaging, Inc.

  	
  KCK of Ohio,
  LTD

  
	
   

  	
   

  
	
  By 

  	
  /s/ Ted
  Schwartz

  	
   

  	
  By 

  	
  /s/ Richard
  Clemons

  	
   

  
	
  Ted Schwartz

  	
  Richard
  Clemons