Exhibit
10.3


 


LEASE


 


This Lease, dated as of the 1st  day
of December 2003, by and between Chase Corporation, a Massachusetts
corporation, hereinafter referred to as “Landlord,” and Sunburst Electronic
Manufacturing Solutions, Inc., a  Massachusetts corporation, hereinafter
referred to as “Tenant.”


 


For and in consideration of the rent
hereinafter reserved, and the covenants contained herein, the Landlord and
Tenant hereby agree as follows:


 


1.                                      Leased
Premises.


 


Landlord hereby leases to Tenant that certain
property commonly known as 70 Pleasant Street, West Bridgewater, Massachusetts
02379 Massachusetts, legally described on Exhibit A, attached, hereinafter
referred to as the “Leased Premises.”


 


2.                                      Lease
Term; Option to Terminate


 


2.1                                 The term of this Lease
shall commence on the date hereof (the “Commencement Date”) and terminate at
the expiration of thirty six (36) months from such date, unless sooner
terminated pursuant to any provision hereof (the “Lease Term”).


 


3.                                      Rent.


 


3.1.                              Rent. Tenant shall
pay to Landlord as base rent for the Leased Premises without deduction, demand
or offset, thirty six equal monthly installments of $11,900 in advance on the
first day of each calendar month during the Lease Term with the first
installment payable on the Commencement Date (hereinafter referred to as the
“Base Monthly Rent”).  The installment
of Base Monthly Rent for the first and last month of the Lease Term shall be
prorated at a rate of 1/31 of such installment for each day of such calendar
month falling within the Term.


 


3.2.                              Late Fee.  Each and every installment of Rent and any
other amounts payable to Landlord by Tenant under this Lease which shall not be
paid within five (5) business days of when due, shall bear interest at the rate
of two percent (2%) over the corporate base rate then available at Fleet Bank,
Boston, Massachusetts or its successor in interest, per annum from the date
when the same is payable under the terms of this Lease until the same shall be
paid.


 


4.                                      Reserved.


 


5.                                      Use.


 


Tenant will not intentionally or knowingly
permit the Leased Premises to be used in any manner which would render the
insurance thereon void and that Tenant shall not use or occupy the Leased
Premises, or permit the Leased Premises to be used or occupied, contrary to any


 

















 


statute, rule, order, ordinance, requirement or regulation applicable
thereto; or in any manner which would violate any certificate of occupancy
affecting the same and in strict accordance with all applicable laws and
regulations of governmental authorities. 
Landlord represents and warrants that the current uses of the Leased
Premises by the Landlord comply with the requirements of this Section 5.
Tenant shall not use or permit or suffer the use of the Leased Premises for any
unlawful business or purpose; subject to Section 32(a) of this Agreement,
use or permit the walls, fences or roof of the Leased Premises to be used for
advertising purposes without the prior written consent of Landlord.


 


6.                                      Utilities.


 


Tenant agrees to pay when due all utility
charges incurred in connection with its use and occupancy of the Leased
Premises, including, but not limited to, electricity, gas, water, sewer and
telephone (including equipment and installation charges) and to immediately
transfer all utility accounts into its own name and to make all required
deposits on or before the Commencement Date. 
Tenant shall at all times use its best efforts to keep the Leased
Premises adequately heated to prevent the sprinkler system and water pipes from
freezing. Tenant shall use it best efforts to keep all utilities connected and
in use during the entire term of this Lease. 
Landlord shall not be liable in any way for any interruption or failure
in supply of any utility to the Leased Premises unless caused by Landlord’s
action or failure to act.


 


7.                                      Condition
of Premises.


 


Tenant acknowledges that as of the
Commencement Date, all lighting, heating and cooling systems in the Leased
Premises (the “Systems”) are in good working order and repair and satisfactory
condition.


 


8.                                      Maintenance
and Repairs.


 


Tenant shall, at its own cost and expense,
during the Lease Term, keep the Leased Premises in the same condition as of the
Commencement Date, except for (a) reasonable wear and tear, (b) damage by fire,
other casualty and eminent domain, (c) all maintenance, repairs and
replacements to (i)  the roof, foundation, beams, girders, load-bearing
walls, exterior walls, floor slabs and other structural components of the
building and (ii) the parking lot and paving. 
Landlord shall, at its own cost and expense, make all necessary
maintenance, repairs and replacements to (c)(i) and (ii) above.  Damage by fire or other casualty shall be
governed by Section 20 and eminent domain by Section 21.  Tenant shall make all other necessary
repairs, maintenance and replacements and do all other acts of maintenance
becoming necessary in, upon or about the Leased Premises, including
specifically, but not being limited to, the interior of the Leased Premises,
pipes, landscaping, doors and door lamps, both inside and outside, loading
docks, floors, windows and window casings and sills, both inside and outside,
and heating, ventilating, air-conditioning, plumbing, mechanical and electrical
systems (including the replacement of light bulbs and fluorescent lamps and
equipment.)  Notwithstanding anything to
the contrary, Landlord shall be responsible for any “Major Repairs” (as
hereinafter defined) to the Leased Premises during the Lease Term provided
Tenant provides Landlord with notice of any such Major Repair promptly upon
discovering the necessity of such Major Repair.  Landlord may elect (i) to perform such Major Repairs itself or
(ii) to have Tenant perform such Major Repairs provided Landlord first approves
the cost of and contractor performing the work and Tenant provides Landlord
with evidence of completion of such Major Repairs when the work is


 

















 


completed.  In the event Tenant
performs a Major Repair at Tenant’s Option, either (i) Landlord shall pay the
cost thereof directly to the contractor or (ii) Landlord shall reimburse Tenant
for the costs thereof with five (5) business days of receipt of evidence of
Tenant’s payment thereof.  “Major
Repairs” shall mean any singular repair or replacement which cost exceeds
$50,000.


 


9.                                      Alterations.


 


9.1.                              Alterations.  Tenant shall not make any alterations,
additions, modifications or improvements (the “Alterations”) to or affecting
the Leased Premises without the prior written consent of Landlord, which shall
not be unreasonably withheld, conditioned or delayed.  Tenant shall not permit any liens to attach to the Leased
Premises by reason thereof and Tenant shall secure all necessary permits
pertaining to the aforementioned Alterations, unless otherwise agreed by
Landlord and Tenant.


 


9.2.                              Ownership and Removal.
Except for Tenant’s trade fixtures, the Alterations referred to in Paragraph
9.1, shall become part of the real property as soon as they are affixed
thereto; however, Landlord may, at Landlord’s option, and with written notice
to Tenant prior to installation, require that Tenant remove all or any part of
such Alterations upon the expiration of the term of this Lease.  If Landlord so requires, Tenant agrees, at
its own expense, at the expiration of the term of the Lease, to remove the
Alterations and to restore the Leased Premises to their original condition,
reasonable wear and tear excepted.


 


9.3.                              Liens.  Tenant shall not permit any mechanic’s lien
to be filed against the Leased Premises, or any part thereof, arising out of
any a Alteration performed, or alleged to have been performed, by or on behalf
of Tenant, unless the lien is for all or a part of the Major Repair, the cost
of which is to be borne by Landlord.  If
any such lien is filed, Tenant shall within ten (10) days thereafter have such
lien released of record or deliver to Landlord a bond or other security
reasonably satisfactory to Landlord, both of which shall be in form, amount,
and issued by a surety satisfactory to Landlord, indemnifying Landlord against
all costs and liabilities resulting from such lien and the foreclosure or
attempted foreclosure thereof.  If
Tenant fails to have such lien so released or to deliver such bond or other
satisfactory security to Landlord, Landlord, without investigating the validity
of such lien, may pay or discharge the same, and Tenant shall reimburse
Landlord upon demand for the amount so paid by Landlord, including Landlord’s
expenses and attorneys’ fees.


 


10.                               Insurance.


 


10.1.                        Fire and Extended Coverage.  Landlord will, at its own expense, at all
times during the Lease Term, obtain and keep in force insurance covering the
direct risk of physical loss, with full extended coverage, of the building on
which the Leased Premises are situated, in amounts not less than one hundred
percent (100%) of the replacement cost of the building and the improvements on
the Leased Premises which insurance shall also cover boilers and mischief.


 


10.2.                        Liability Coverage.  Tenant will carry, at its own expense, at
all times, during the term hereof, public liability insurance, in a form and
with a company satisfactory to Landlord, a bodily injury and property damage
combined single limit policy of at least $3,000,000.


 


10.3                           Waiver. Provided that
the insurance policies of Section 10 will not be invalidated nor will the
right of the insured to collect the proceeds payable under such policies be
adversely


 

















 


affected by the waiver contained in the following portion of this
sentence, each party hereby expressly waives all rights of recovery which the
party making this waiver might otherwise have against the other party or their
agents and employees for loss or damage to person, property or business to the
extent that such loss or damage is covered by valid and collectible insurance
policies, notwithstanding that such loss or damage may result from the negligence
of the party receiving this waiver of its agents or employees.  Each party shall use its best efforts to
obtain from its insurer the right to waive claims as set forth in the preceding
sentence without thereby invalidating its insurance or affecting its right to
proceeds payable thereunder.


 


10.4                           Indemnity.  Landlord shall not be liable to Tenant for
and Tenant does hereby release Landlord and its respective agents and employees
from liability for any injury, loss or damages to Tenant or to any other person
or property occurring upon the Leased Premises or the approaches thereto or the
parking facilities in or adjacent thereto unless caused by Landlord’s
negligence or willful misconduct. Tenant agrees to indemnify and save Landlord
harmless against and from any and all liability, damages, expenses, including
reasonable attorneys’ fees, claims and demands, that may be brought against
Landlord, for or on account of any damages, loss or injury to persons or
property in or about the Leased Premises during the term of this Lease, unless
caused by Landlord’s negligence or willful misconduct.  Tenant shall not be liable to Landlord for
and Landlord does hereby release Tenant from liability for any injury, loss or
damages to Landlord arising out of (i) the negligence or willful misconduct of
Landlord or (ii) a breach by Landlord of its obligations under this Lease,
unless caused by Tenant’s negligence or willful misconduct. Landlord agrees to
indemnify and save Tenant harmless against and from any and all liability,
damages, expenses, including reasonable attorneys’ fees, claims and demands,
that may be brought against Tenant, for or on account of (i) the negligence or
willful misconduct of Landlord or (ii) a breach by Landlord of its obligations
under this Lease, unless caused by Tenant’s negligence or willful
misconduct.  The foregoing
indemnification shall survive the expiration or earlier termination of this
Lease.  “Tenant” shall include Tenant,
its employees, agents, servants, invitees, licensees, contractors and
subcontractors.  “Landlord” shall
include Landlord, its employees, agents, servants, invitees, licensees,
contractors and subcontractors.


 


10.5.                        Form of Insurance.  All such insurance policies shall name
Tenant and Landlord as named insureds and shall contain a provision that the
same may not be canceled or materially modified without giving Landlord and
Tenant at least thirty 30 days’ prior written notice.  In addition, such policies shall be delivered to Landlord or
Tenant, as the case may be, at the commencement of the Lease Term and renewals
shall be delivered at least ten full days prior to the expiration or
cancellation of any such policy. If either party fails to comply with its
covenant to maintain insurance as provided herein, the other party may, at its
option, after written notice to the defaulting party in the event such
party   fails to cure within thirty (30)
days thereafter, cause insurance as aforesaid to be issued.  All insurance carried by hereunder must be
issued by insurance carriers licensed to do business in the Commonwealth of
Massachusetts with a Best Rating of A or better.


 


11.                               Permit
Compliance with Laws.


 


11.1.                        Permits. Tenant shall,
at its own expense, promptly obtain from the appropriate governmental
authorities any and all permits, licenses and the like required to permit
Tenant to occupy the Leased Premises for the purposes herein stated.  This requirement shall not relieve Tenant of
its liability for Rent from the Commencement Date hereinabove set forth.


 

















 


11.2.                        Compliance with Laws.  Tenant, at its sole cost and expense, shall
comply with all statutes, laws, ordinances, orders, rules, regulations and
requirements of the federal, state and local governments and of the Board of
Fire Underwriters and changes thereto affecting the Leased Premises or
applicable to the use of the Leased Premises, except as provided in
Section 8 for Major Repairs by Landlord. 
Except as otherwise provided in this Lease, Tenant shall be responsible
for the correction, prevention and abatement of nuisances, violations in, upon
or connected with the Leased Premises during the term of this Lease.  Tenant shall not use nor permit the use of
the Leased Premises in any manner that will create waste or nuisance.


 


12.                               Assignment
and Subletting.


 


Tenant may not assign this Lease or any
interest herein or sublet the whole or any part of the Leased Premises, or
permit the same to be occupied by anyone other than Tenant, without in each
instance having first obtained Landlord’s prior written consent, which consent
will not be unreasonably withheld, delayed or conditioned.  If Landlord should consent to any sublease,
Tenant shall nevertheless remain the principal obligor to Landlord under all
the terms, conditions, covenants and obligations of this Lease.  The acceptance of an assignment or
subletting of the Leased Premises by any assignee or subtenant shall be
construed as a promise on the part of such assignee or subtenant to be bound by
and to perform all of the terms, conditions and covenants by which Tenant
herein is bound. No such assignment or subletting shall be construed to
constitute a novation or a release of any claim Landlord may then or thereafter
have against Tenant hereunder. 
Landlord’s consent to any assignment or subletting shall not be deemed a
consent to any subsequent assignment or subletting and any assignee of this
Lease or subtenant of the Leased Premises shall not further assign this Lease
or further sublease the Leased Premises without first obtaining the express
written consent of Landlord which consent shall not be unreasonably delayed or
withheld.  Tenant shall furnish Landlord
with a fully executed counterpart of any such assignment or sublease at the
time such instrument is executed. 
Notwithstanding the foregoing, Tenant shall have the right, without the
written consent of Landlord, to assign or sublease this Lease or any part
herein to any entity that controls, is controlled by, or is under common
control with Tenant or to any successor by merger, consolidation,
reorganization or sale of all or substantially all of the capital stock or
assets of Tenant.


 


13.                               Subordination.


 


On or before the Commencement Date, Landlord
shall deliver to Tenant a written agreement (a “Non-Disturbance Agreement”),
in recordable form, from each holder of a mortgage or deed of trust encumbering
the Property, which Non-Disturbance Agreement shall provide that, in the event
of a foreclosure, deed in lieu of foreclosure or other exercise of rights under
any such mortgage or deed of trust, or in the event of the termination or other
exercise of rights under any such lease, as the case may be, such holder (and
its successors in interest to the Property or this Lease, including any
purchaser or transferor in connection with a foreclosure or deed in lieu of foreclosure)
shall recognize Tenant’s rights, not disturb Tenant’s occupancy and assume
Landlord’s obligations, under this Lease. 
This Lease shall be subordinate to any mortgages or deeds of trust now
or hereafter encumbering the Property, but only if Tenant receives a
Non-Disturbance Agreement, in recordable form, from each holder of any such
mortgage or deed of trust.


 

















 


14.                               Attornment
and Non-Disturbance.


 


Tenant agrees that upon any termination of
Landlord’s interest in the Leased Premises, Tenant will, upon request, attorn
to the person or organization succeeding in title to the Leased Premises (the
“Successor”) and to all subsequent Successors, and shall pay to the Successor
all rents and other monies required to be paid by Tenant hereunder and perform
all of the other terms, covenants, conditions and obligations contained in this
Lease: provided, however, that Tenant shall not be so obligated to attorn
unless, such Successor shall execute and deliver to Tenant an instrument
wherein such Successor agrees to be bound by the terms and conditions of this
Lease.


 


15.                               Taxes
and Assessments.


 


Landlord shall be responsible to pay all real
estate taxes, charges and assessments, special or otherwise, levied upon or
with respect to the Leased Premises, the buildings which are a part of the
Leased Premises or the tax parcels upon which the Leased Premises are located,
imposed by federal, state or local governments (excluding income, franchise,
capital stock, estate or inheritance taxes) which are payable by the Landlord
during the Lease Term without regard to when such taxes are payable (“Taxes”).


 


16.                               Personal
Property Loss or Damage.


 


Subject to Landlord’s obligations under
section 10.1 hereof, Tenant hereby expressly agrees that, Landlord shall
not be responsible in any manner for and does hereby release Landlord and its
respective agents and employees from any and all liability for any personal
property loss or damage which is the result of Tenant’s negligence or willful
misconduct except if also due to Landlord’s negligence or willful misconduct,
or Landlord’s failure to complete Major Repairs as provided for herein.


 


17.                               Failure
to Perform.


 


17.1                           In the event that Tenant
fails to make any payment within five (5) business days from when due and such
failure continues after ten (10) days’ written notice from Landlord, or fails,
after thirty (30) days’ written notice from Landlord specifying the nature of
the failure, to keep the Leased Premises in the condition required hereunder,  or
to commence and continuously make required repairs and replacements, as
required hereunder, or to do any act or perform any term or covenant on
Tenant’s part required under this Lease or otherwise fails to comply herewith,
Landlord may (at its option, but without being required to do so) immediately,
or at any time thereafter and after notice perform the same for the account of
Tenant (including entering the Leased Premises upon prior written notice,
except in event of emergency, and at all reasonable hours to make repairs and
do any act or make any payment which Tenant has failed to do), and if Landlord
makes any expenditures, or incurs any obligations for the payment of money in
connection therewith, including, but not limited to, reasonable attorneys’ fees
in instituting, prosecuting or defending any action or proceeding, such sums
paid or obligations incurred, with interest at the five percent (5%) per annum
and costs, shall be deemed to be additional rent hereunder and shall be paid by
Tenant to Landlord within five (5) business days of rendition of any bill or
statement to Tenant therefor. All rights given to Landlord in this paragraph
shall be in addition to any other right or remedy of Landlord herein contained.


 

















 


17.2                           If Landlord fails to timely
commence and complete any repair for which Landlord is responsible under the
terms of this Lease within thirty (30) days after receipt of Tenant’s written
request therefor, and provided Landlord is not diligently proceeding to
complete such repairs, Tenant may cause such repairs to be made, and deduct the
cost therefor from sums next due Landlord. 
At Tenant’s option, Landlord shall pay such sum to Tenant within fifteen
(15) business days following Tenant’s claim therefor.  Should Landlord fail timely to fully reimburse Tenant, all unpaid
sums shall bear interest at the rate of five percent (5%) per annum from the
date due until paid in full.


 


18.                               Landlord’s
Right to Enter and Show Leased Premises.


 


18.1.                        Tenant agrees to permit
Landlord to enter the Leased Premises at any reasonable time and upon
twenty-four (24) hours prior written notice for the purpose of determining the
condition of the Leased Premises, making repairs thereto and showing the
premises to prospective purchasers during the last six months of the Lease Term
in the event Tenant shall not have effectively exercised its rights under
section 24 hereof.


 


19.                               Surrender
at End of Term.


 


Except as otherwise provided in Paragraph
9.2, Tenant shall vacate the Leased Premises at the expiration or other
termination of this Lease and shall remove all trade fixtures, equipment,
furniture, furnishings and personal property not belonging to Landlord and
shall surrender possession of the Leased Premises and all fixtures and systems
thereof in the same condition as Commencement Date, reasonable wear and tear
and damage by casualty excepted.


 


20.                               Destruction,
Fire or Other Casualty.


 


(a)                                  In case of damage to
the Leased Premises by fire or other casualty, Tenant shall give immediate
notice thereof to Landlord, and Landlord, to the extent that insurance proceeds
respecting such damage are subject to and, in fact, are under the control and
use of Landlord, shall thereupon cause such damage to all property owned by
Landlord to be repaired substantially to the condition immediately prior to
such damage as promptly as possible at the expense of Landlord, due allowance
being made for reasonable delay which may arise by reason of adjustment of loss
under insurance policies on the part of Landlord and/or Tenant, and for
reasonable delay on account of “labor troubles” or any other cause beyond
Landlord’s control, and to the extent that the Leased Premises are rendered
untenantable, the Rent shall proportionately abate, provided the damage above
mentioned occurred without the negligence of Tenant, those employing or
retaining the services of Tenant, Tenant’s servants, employees, agents,
contractors, licensees, invitees or visitors. 
But if such damage is due to the negligence of Tenant or any of other
said persons, the damage may be repaired by Landlord at Tenant’s expense and
there shall be no apportionment or abatement of Rent.


 


(b)                                 In the event the
damage shall be so extensive to the Leased Premises as to render it
uneconomical, in Landlord’s opinion, to restore for the use of Tenant, as
specified in Paragraph 5 hereof, or Landlord shall decide not to repair or
rebuild the Leased Premises, this Lease, at the option of Landlord, shall be
terminated upon written notice to Tenant and the Rent shall, in such event, be
paid to or adjusted as of the date of such damage, and the terms of this Lease
shall expire by lapse of time upon the third day after such notice is mailed,
and Tenant shall thereupon


 

















 


vacate the Leased Premises and surrender same to Landlord, but no such
termination shall release either party from any liability to the other arising
from such damage or from any breach of the obligations which may be imposed on
said party hereunder.


 


(c)                                  If the nature of the
damage is such that it cannot be repaired in the ordinary course within ninety
(90) days after Landlord receives either actual notice or notice from Tenant of
such damage, then Tenant shall have the right to terminate this Lease by
written notice within sixty (60) days after such damage occurs.  If Tenant does not terminate this Lease and
if Landlord does not terminate this Lease pursuant to (b) of this
Section 20, Landlord shall proceed as promptly as possible and at its
expense to restore the Leased Premises substantially to the condition
immediately prior to such damage.  If
such restoration has not been completed within 180 days after such damage
occurs, Tenant shall have the right to terminate the Lease by written notice to
Landlord.    If Tenant gives to Landlord
a notice of termination under this Section 20, such notice shall specify
the date on which such termination shall be effective, which date shall not be
less than thirty (30) days or more than ninety (90) days after the date of such
termination notice.


 


21.                               Eminent
Domain.


 


If the entire Leased Premises shall be
substantially taken (either temporarily or permanently) for public purposes, or
in the event Landlord shall convey or lease the Leased Premises to any public
authority under threat of condemnation or taking, the Rent shall be adjusted to
the date of such taking or leasing or conveyance, and this Lease shall
thereupon terminate. If only a portion of the Leased Premises shall be so
taken, leased or condemned, and as a result of such partial taking, Tenant, in
Tenant’s reasonable opinion, is reasonably able to use the remainder of the
Leased Premises for the purposes intended hereunder, then this Lease shall not
terminate, but, effective as to the date of such taking, leasing or
condemnation, the Rent hereunder shall be abated in any amount thereof
proportionate to the area of the Leased Premises so taken, leased or
condemned.  If, following such partial
taking, Tenant shall not be reasonably able to use the remainder of the Leased
Premises for the purposes intended hereunder, then this Lease shall terminate
as if the entire Leased Premises had been taken, leased or condemned. In the
event of a taking, lease or condemnation as described in this Paragraph,
whether or not there is a termination hereunder, Tenant shall have no claim
against Landlord with respect to the taking other than an adjustment of Rent,
to the date of taking, lease or condemnation and any amount that may be awarded
or paid as a result or in settlement of such proceedings or threat as (i)  compensation for damage to Tenant’s trade
fixtures, machinery, equipment, furniture, furnishing and personal property,
(ii) relocation assistance payment and (iii) any award specifically for the
interruption of Tenant’s business.


 


Notwithstanding the foregoing, Tenant may
pursue its own claim against the condemning authority for any damages or award
permitted under the laws of Massachusetts, to be paid to Tenant without
diminution or reduction of the award, judgment or settlement received by
Landlord.


 


22.                               Defaults
- Remedies.


 


The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease
by Tenant (“Event of Default”):


 

















 


(a)                                  The failure by Tenant
to make any payment of Rent or any other payment required to be made by Tenant
hereunder within five (5) business days of when due and following ten (10) days
written notice from Landlord;


 


(b)                                 The failure by Tenant
to observe or perform any of the non-monetary covenants, conditions or
provisions of this Lease to be observed or performed by Tenant, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Landlord to Tenant specifying the nature of the failure; provided,
however, that if the nature of Tenant’s default is such that more than thirty
(30) days are reasonably required for its cure, then Tenant shall not be deemed
to be in default if Tenant commences such cure within said thirty-day period
and thereafter, diligently prosecutes such cure to completion; or


 


(c)                                  The making by Tenant
of any general assignment or general arrangement for the benefit of creditors,
filing by or against Tenant under any law relating to bankruptcy (unless in the
case of a petition filed against Tenant, the same is dismissed within ninety
(90) days) the appointment of a trustee or receiver to take possession of substantially
all of Tenant’s assets located in the Leased Premises or Tenant’s interest in
this Lease where possession is not restored to Tenant within ninety (90) days,
or the attachment, execution of other judicial seizure of substantially all of
Tenant’s assets located at the Leased Premises or Tenant’s interest in this
Lease, where such seizure is not discharged within ninety (90) days.


 


In the event of such Event of Default by
Tenant, Landlord may, at any time hereunder, with or without notice or demand,
without limiting Landlord in the exercise of any other right or remedy which
Landlord may have hereunder or pursuant to applicable law by reason of such
default or breach, proceed in the following manner:


 


Notwithstanding that Landlord prior to such
breach or default shall have received Rent or any payment, however designated,
for the use of the Leased Premises from or on behalf of Tenant or from any
other person and regardless of and notwithstanding the fact that Landlord has
or may have some other remedy under this Lease or by virtue hereof, or by law
or in equity, Landlord may, immediately or at any time after any of such breach
or default give Tenant a notice of termination of this Lease, and, upon the
giving of such notice, this Lease and the term and estate hereby granted shall
expire and terminate upon the day so specified in such notice (which date shall
be no less than ten (10) business days from the date of notice) as fully and
completely and with the same force and effect as if the day so specified were
the date hereinbefore fixed for the normal expiration of the term of this Lease
and all rights of Tenant under this Lease shall expire and terminate, but
Tenant shall remain liable for damages as hereinafter provided.


 


Upon any such termination of this Lease,
Tenant shall peaceably quit and surrender the Leased Premises to Landlord, and
Landlord may, by summary proceeding, ejectment, unlawful detainer or other
judicial procedure, dispossess and remove Tenant and all other persons and
property from the Leased Premises, and may have, hold and enjoy the Leased
Premises and the right to receive all rental and other income of and from the
same. No re-entry by Landlord shall be deemed an acceptance of a surrender of
this Lease.


 


Suit or suits for the recovery of such
damages, or any installments thereof, may be brought by Landlord from time to
time at its election, 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 if it had not been terminated under the provisions of this
paragraph, or under any provisions of law, or had Landlord not re-entered the
Leased Premises. Landlord shall also be entitled to such other remedies as may
be available at law or in equity in the event of default by Tenant hereunder.


 


In the event of a dispute between the parties
hereto with respect to the enforcement of either party’s obligations contained
herein, the prevailing party shall be entitled to reimbursement of reasonable
attorney’s fees, costs, and expenses incurred in connection therewith.


 


23.                               Estoppel
Certificates.


 


Tenant and Landlord agree at any time and
from time to time (but no more frequently than two times during any calendar
year) upon thirty (30) business days’ prior written notice to the other party
to execute, acknowledge and deliver to the other party a statement in writing
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications) and the dates to which Rent and other
charges have been paid in advance, if any, and stating whether or not, to the
best knowledge of the signer of such certificate, the other party is in default
in performance of any covenant, agreement or condition contained in this Lease
and, if so, specifying each such default of which the signer may have
knowledge, and such other matters as Landlord or Tenant may request, it being
intended that any such statement hereunder may be relied upon by any third
party not a party to this Lease.


 


24.                               Option
to Purchase.  Tenant has the option
to Purchase the Leased Premises at its fair market value at the expiration of
the term of this lease. The following procedures and principles shall apply to
the Tenant’s exercise of its option. If Tenant wishes to exercise its option,
it shall so notify Landlord no later than 180 days prior to the expiration of
the term of this Lease. The parties shall promptly thereafter use reasonable
efforts to agree as to the fair market value of the Leased Premises. If they
cannot agree, they will attempt to agree on the selection of a single appraiser
with recognized qualifications to appraise the premises. The determination of
such appraiser will be binding upon the parties. If the parties cannot agree on
the selection of a single appraiser, each may appoint an appraiser and such
appraisers may, if necessary, appoint a third appraiser and the determination
of any two of such appraisers will be binding upon the parties.  Upon payment of the price, the Landlord
shall deliver the following to Tenant: a good and sufficient quitclaim deed of
the Leased Premises conveying good and clear record and marketable title, free
from encumbrances except (i) those which do not materially and
unreasonably interfere with the current use of the Leased Premises or
(ii) the easements, restrictions, reservations of record and other
encumbrances existing as of the date of this Lease (other than voluntary liens
granted by Landlord).  In connection
with its purchase of the leased premises, Landlord has caused an environmental
investigation of the property to be carried out and has furnished a copy to
Andrew Chase. Landlord will cooperate with any further investigations which
Tenant, at its own expenses, undertakes, including without limitation,
investigations with respect to such matters as environmental, zoning and title
considerations. The parties agree to proceed in good faith and diligently
undertake to conclude Tenant’s purchase in the event it exercises its option.
In the event, however, that such purchase is not concluded on or prior to the
expiration of the term of this lease, the Tenant’s rights under this
section shall expire and Landlord shall be entitled to take such actions
with respect to the Leased Premises as it deems appropriate.


 

















 


25.                               Notice.  Any notice or other communication required
or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by nationally
recognized overnight courier (next business day delivery requested), certified,
or registered mail, postage prepaid. 
Any such notice shall be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission on the date of confirmed
delivery or, if mailed, two days after the date of deposit in the United States
mails, as follows:


 


(i)                                     if to the
Landlord, to:


 


Chase Corporation


26 Summer Street


Bridgewater, MA 02324


Attention: Chief Financial Officer


Facsimile Transmission No.:


 


with a copy to:


 


George M. Hughes, Esq.


Hughes & Associates


P.O. Box 610138


Newton
Highlands, MA 02461-0138


Facsimile Transmission No.:


 


(ii)                                  if to the Tenant:


 


Sunburst Electronic Manufacturing Solutions,
Inc.


70 Pleasant Street


West Bridgewater, MA 02379


 


Attn. President


 


with a copy to:


 


Sarah Chase, Esq.


Ley and Young,
P.C.


21 Custom
House Street, Suite 920


Boston, MA 
02110


 


Any party may by notice given in accordance with this Section to
the other parties designate another address or person for receipt of notices
hereunder; provided, however, such notice shall only be effective upon receipt.


 


26.                               Separability.


 


If any term or provision of this Lease or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease or the


 

















 


application of such term or provision to persons or circumstances other
then those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term and provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.


 


27.                               Captions.


 


All headings in this Lease are intended for
convenience of reference only and are not to be deemed or taken as a summary of
the provisions to which they pertain or as a construction thereof.


 


28.                               Successors
and Assigns.


 


Except as otherwise provided, the covenants,
conditions and agreements contained in this Lease shall bind and inure to the
benefit of Landlord, Tenant, and their respective heirs, distributees,
executors, administrators, successors and assigns.


 


29.                               Governing
Law.


 


This Lease shall be governed by and construed
in all respects in accordance with the laws of the Commonwealth of
Massachusetts.


 


30.                               Amendment.
This Lease may be modified only in writing and signed by the parties in
interest at the time of the modification.


 


31.                               Cumulative
Remedy.


 


No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.


 


32.                               Miscellaneous.


 


(a)                                  Tenant covenants and
agrees that, except with respect to existing signs,  it shall not inscribe, affix or otherwise display signs,
advertisements or notices in, on, upon or behind any windows or on any door;
partition or other part of the interior or exterior of the Leased Premises
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed. If such consent be given by Landlord, any
such sign, advertisement or notice shall be inscribed, painted or affixed by
Landlord, or a company approved by Landlord but the cost of same shall be
charged to and be paid by Tenant, and Tenant agrees to pay the same promptly,
on demand. Upon the expiration or earlier termination of this Lease (other than
by virtue of the Closing), only if and when directed by Landlord in writing,
Tenant shall, at Tenant’s expense, promptly remove any such signs,
advertisements or notices and restore the Leased Premises to its former
condition.


 


(b)                                 Tenant covenants and
agrees that it shall not attach or place awnings, antennas or other projections
to the outside walls or any exterior portion of the Leased Premises.


 


(c)                                  Landlord represents
and warrants to Tenant that Landlord is the owner in fee  simple absolute of the Leased Premises.  Landlord covenants that Tenant, on paying
said rental and performing the covenants and conditions herein, shall and may
peaceably and quietly have,


 

















 


hold and enjoy the Leased Premises for the Term and that Tenant’s quiet
and peaceable enjoyment of the Leased Premises shall not be disturbed or
interfered with by Landlord or by any other person claiming by, through or
under Landlord.


 


(d)                                 Except as otherwise
expressly provided, neither party shall be deemed to have waived any of the
provisions hereof unless the waiver be in writing and signed by the party
against whom waiver is sought to be enforced.


 


(e)                                  This Lease may be
executed in any number of counterparts, and any one of such counterparts may be
introduced in evidence or used for any purpose without production of the other
counterparts.


 


IN
WITNESS WHEREOF, Landlord and Tenant  have signed and sealed this lease as of the
day and year below written by their duly authorized  officer.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  CHASE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Everett Chadwick

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNBURST ELECTRONIC

  MANUFACTURING

  SOLUTIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Sarah Chase

  	
   

  
						



 

















 


EXHIBIT A


 


Property Description


 


A certain parcel of land situated in West Bridgewater, Plymouth County,
Massachusetts, together with the buildings thereon, bounded and described as
follows:


 


Being shown as Parcel 2 on a “Plan of land located on Pleasant Street
and Route 24, West Bridgewater, Massachusetts, owned by Larry Hargreaves,
Trustee, dated October 20, 2000, revised November 30, 2000, Scale 1”
=80’ by Land Planning, Inc.” and filed in Plymouth County Registry of Deeds in
Plan Book 44, page 185, to which plan reference may be made for a more
particular description.