STATE OF LOUISIANA









 


 


STATE OF LOUISIANA 


PARISH OF LAFAYETTE


                                                     LEASE AGREEMENT


 


This Lease Agreement
("Agreement") made and entered into this 10th day of
November, 2005, by and between:




WILLIAM J. DORE', a
resident of Calcasieu Parish, Louisiana, whose mailing address is 207 Oliver Street, Lake Charles, LA  70607, dealing herein with his separate and paraphernal
property,




(Hereinafter referred to
as "Lessor")




                                                                            and




GLOBAL INDUSTRIES, LTD.,
a Louisiana Corporation domiciled in the Parish of Calcasieu represented herein
by its duly authorized undersigned President, 




(Hereinafter referred to
as "Lessee" or "Global Industries, Ltd.", as the context may require).




                                                                   WITNESSETH




For, and in
consideration of the covenants hereinafter contained, and of the performance
and observance by Lessee of the covenants, terms and conditions herein
contained, Lessor hereby leases and lets unto Lessee those certain premises,
and together with all improvements thereon, more fully described in Exhibit "A"
annexed hereto and made part hereof and paraphed for identification herewith,
hereinafter referred to as the "Premises or Leased Premises", upon the
following terms and conditions:




1.




Lessee shall pay Lessor
monthly rent in the amount of $4,600.00, payable in advance on the 1st
day of each month commencing on the 1st day of October, 2005 and due
on the 1st day of each month thereafter for the term of this lease
and in the amount hereinafter set forth for any extensions or additional terms
as set forth therein.




2.




This lease and accrual
of rent hereunder shall commence on October 1, 2005 and terminate on March 31,
2006 a term of six (6) months from the commencement date hereof, with extension
of six (6) months upon agreement of the parties, said period, together with the
term of any extension of this lease as provided herein, hereinafter referred to
as "Lease Term".




3.




This Lease may be
cancelled by either Lessee or Lessor without cause with thirty (30) days prior
written notice to the other party.  If mutually agreed upon by the Lessee and
Lessor, this lease may be renewed upon conclusion of its term.




4.




Upon termination of this
lease for any reason whatsoever, Lessee shall be obligated to restore or cause
to be restored the leased premises to its present condition.




5.




The leased premises may
be used only for office, shop and warehouse facilities for oilfield sales and
service.  Lessee shall have the right of use of the entire property, with the
exception of any locations or areas already in use or allocated for use for
other purposes.




6.




If the whole of the
leased premises shall be taken or condemned by any competent authority, for any
public use or purpose during the term of this lease, all obligations of the
parties shall cease upon the date of the taking and any unearned rent paid by
Lessee shall be refunded.  Lessee reserves unto itself all damages awarded
which are based upon its leasehold interest or interruption of business.




7.




This agreement may not
be assigned in whole or in part by Lessee and Lessee may not sublease any part
of the leased premises without the prior written consent of Lessor.  In the
event such assignment is approved by Lessor, Lessee shall remain bound, in
solido, together with any assignee(s) or sublessee(s) for the payment of all
rent required to be paid hereunder and for the full performance of all terms,
covenants and conditions herein undertaken by Lessee.




8.




Lessee shall not do any
act, or make any contract which may create or be the foundation for any lien or
other encumbrance upon any interest of Lessor in any portion of the leased
premises.  If because of any act or omission (or alleged act or omission) of
Lessee, any mechanic's lien or other lien, charge or other for the payment of
money or other encumbrance shall be filed against Lessor and/or any ground or
underlying Lessor and/or any portion of the leased premises (whether or not
such lien, charge, order or encumbrance is valid or enforceable as such),
Lessee shall at its own cost and expense cause same to be discharged of record
or bonded within ten (10) days after notice of Lessee of the filing thereof;
and Lessee shall indemnify and save harmless Lessor against and from all costs,
liabilities, suits, penalties, claims and demands, including reasonable
attorney's fees resulting therefrom.  If Lessee fails to comply with the
foregoing provisions, Lessor shall have the option of discharging or bonding
any such lien, charge, order or encumbrance, and Lessee agrees to reimburse
Lessor for all costs, expenses and other sums of money in connection therewith
(as additional Rental) with interest thereon promptly upon demand.  All
materialmen, contractors, artisans, mechanics, laborers and any other persons
now or hereafter contracted with Lessee for the furnishing of any labor,
services, materials, supplies or equipment with respect to any portion of the
leased premises at any time from this date hereof until the end of the Lease
Term, are hereby charged with notice that they must look exclusively to Lessee
to obtain payment for same.




9.




A.         Lessee may
not make alterations, additions and/or improvements to the leased premises
without the express written consent of the Lessor.  Not addition, alteration or
improvements shall depreciate, diminish or decrease the value of the leased
premises.


B.         Lessee shall
have no authority to create or place any lien or encumbrance of any kind
whatsoever upon or in any manner to bind the interest of the Lessor in the
leased premises or the improvements thereon.


C.         Lessor does
not warrant the suitability of the leased premises for any purpose whatsoever
and Lessee acknowledges that same are accepted "as is".




10.




A.         Lessee agrees
to assume full responsibility at all times for the condition of the premises,
for all improvements, machinery or equipment thereon and full responsibility
towards itself, its guests, employees, agents, licensees and all other persons
entering upon the leased premises for any purpose whatsoever.  Lessee further
specifically agrees to defend, indemnify and hold Lessor harmless from and
against any and all claims, demands and expenses including cost of defense, for
or in connection with any loss, injury, accident or damage whatsoever, however
occasioned, to any person or to property occurring in, on or about or adjacent
to the premises or any part thereof or arising directly or indirectly out of
Lessee's occupancy or Lessee's business conducted on the premises and even
though occasioned, brought about or caused by the sole negligence of Lessor.


B.         Lessee shall
be solely responsible at all times for damage to or destruction or loss of any
property of Lessee or of any person occurring in, on or about or adjacent to
the premises or any part thereof, however occasioned.


C.         Lessee shall
immediately report to Lessor all accidents or occurrences resulting in injuries
to Lessee's employees or third parties or damage to property of third parties.




11.




A.         Lessee hereby
covenants and agrees at all times during the term hereof to obtain and maintain
and keep in force for the mutual benefit of Lessor and Lessee, commercial
general liability insurance against any and all claims for personal injury,
death or property damage occurring in, on or about the leased premises or
sidewalks adjacent to the leased premises in the amount of one ($1,000,000)
million dollars per occurrence with excess liability coverage up to ten
($10,000,000) million per occurence.  Lessee further covenants and agrees at
all times during the term hereof, to maintain for the mutual benefit of Lessor
and Lessee or anyone claiming by, through or under them, fire and extended
coverage insurance on all improvements leased hereunder in an amount not less
than replacement cost of all improvements.


B.         Lessee
further covenants and agrees that the insurance required to be carried
hereunder shall be placed with insurance companies as shall be selected by
Lessee, acceptable to Lessor and which shall be licensed to do business in the
State of Louisiana.  The parties further covenant and agree that the Lessor and
Lessee or anyone claiming by, through or under them, shall be named as
additional insureds as their respective interests may appear in the above
policies and that Lessee shall deliver to the Lessor certificates of said
insurance and of renewals thereof from time to time during the term of this
lease.  The minimum limits of the commercial general liability policy of
insurance shall in no way limit or diminish Lessee's liability hereunder.


C.         Prior to
commencement of lease, Lessee shall furnish certificate(s) of insurance
evidencing the minimum required limits and coverages.  All of the above
described insurance policies shall contain the provisions that the insurance
companies shall have no right of recovery or subrogation against Lessor, his
co-owners and joint-venturers, and their agents, employees and invitees for
injury, death, losses, sickness or damages covered by such policies.  Lessor
shall be named as an additional insured on the Commercial General Liability
Insurance Policy.  All of the above described insurance policies shall contain
the unequivocal agreement on the part of the insurer to notify Lessor of the
cancellation of, or any material change in insurance coverage at least thirty
(30) days before the effective date of such cancellation or change.


D.         The minimum
limits of the Commercial General Liability Insurance Policy shall be subject to
increase at any time if Lessor, in the exercise of its reasonable judgment,
shall deem necessary for its adequate protection.  Within thirty (30) days
after demand therefore by Lessor, Lessee shall furnish Lessor with evidence
that such demand has been met with and complied.


E.         Lessor shall
not be liable to Lessee, or Lessee's guests, employees, agents, licensees or
contractors, or to any other person for any damage to person or property caused
by any act, omission or neglect of Lessee or any other person.  Lessee agrees
to indemnify and hold Lessor harmless from all claims, demands or suits,
whether the loss, injury or damage occurs on or off the leased premises and
even though such loss, injury or damage be brought about or caused by Lessor's
sole negligence.  Lessee shall indemnify, protect and hold the Lessor harmless
from any loss, cost or expense of any sort or nature, and from any liability to
any person, natural or artificial, on account of any damage to person or
property arising out of any failure to comply with and perform all of the
requirements or provisions set forth in this Clause 11.




12.




If Lessee shall fail to
comply fully with any of its obligations under this lease (including, without
limitation, its obligations to make repairs, maintain various policies of
insurance, comply with all laws, ordinances and regulations and pay all bills
for utilities), then Lessor shall have the right, at its option, to cure such
breach at Lessee's expense.  Lessee agrees to reimburse Lessor (as additional
Rental) for all costs and expenses incurred as a result thereof together with
interest thereupon promptly upon demand.




13.




This lease, its terms
and provisions, are binding upon all parties, be it Lessee or Lessor, their
permitted assigns and heirs.




14.




No oral statement or
prior written matter shall have any force or effect all of which shall merge
herein and be superseded hereby.  No waiver of any provisions of this agreement
shall be effective unless in writing and signed by the waiving party.  Lessee
agrees that it is not relying upon any representations or agreements other than
those contained in this lease.  This lease represents the entire agreement
between the parties.  This agreement shall not be modified except by written
instrument subscribed by all parties.




15.




Lessor and Lessee hereby
certify that all parties required and necessary to execute a valid lease have
joined in the execution of this lease.




16.




One or more waivers of
any covenant or condition by Lessor shall not be construed as a waiver of
subsequent breach of same or any other covenant or condition, and the consent
or approval by Lessor to or of any act by Lessee requiring Lessor's consent or
approval shall not be construed to waive or render unnecessary Lessor's consent
or approval to or of any subsequent similar act by Lessee.




17.




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 or such term or provision to persons whose circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby.




18.




Lessee shall use the
leased premises for lawful purposes only and shall not permit or create a
nuisance thereon.


Lessee shall, after the
last day of the term or upon earlier termination, surrender and yield up to
Lessor the building and other improvements on such premises in good order,
condition and state of repair, ordinary wear and tear excepted.


In the event Lessee
continues to occupy the premises after the last day of the term hereby created
and the Lessor elects to accept rent thereafter, a tenancy from month to month
only shall be created and not for any longer period.




19.




Either party shall have
the right to enforce specific performance under the terms and conditions of
this agreement.




20.




Any and all notices
referred to herein shall be sufficient, if furnished in writing, sent by
registered mail to all parties at their addresses set forth above.




21.




A.         It is agreed
and understood by and between the parties hereto that all repairs and
maintenance (including replacements) to the interior and exterior of the
building (excluding the structural portions thereof) herein leased, including
parking area, electrical, plumbing, interior decorating, painting, floors,
light fixtures, heating, ventilating and air conditioning system, and things of
that nature shall be at the expense of Lessee and shall not be charged against
Lessor; and that Lessor's only responsibility shall be the roof and structural
portions of said walls of the original improvements.  It is further agreed and
understood that Lessee shall maintain the plate glass windows in the building
and to promptly repair any damage to said windows.


B.         This is a
"net lease" and the Lessor shall not be required to provide any service or do
any act in connection with the leased premises except as specifically provided
herein, and the rent reserved hereunder shall be paid to the Lessor without any
claim on the part of the Lessee for diminution or abatement and the fact that
Lessee's use and occupancy of the leased premises shall be disturbed or
prevented from any cause whatsoever, except by acts of the Lessor, shall not in
any way suspend, abate or reduce the rental to be paid hereunder, except as
otherwise specifically provided in this lease.  Lessee shall bear the monthly
charges for all utilities, including water, gas and electricity, delivered to
the leased premises, and for the removal and disposal of garbage, trash, debris
and sewage.




22.




This is a "net lease"
and Lessee agrees to reimburse Lessor on presentation of paid receipts for all
assessments and property taxes imposed at any time during the term of this lease
upon or against the premises, including land and the building and improvements
to be located thereon for Lessee's use.  Taxes paid by Lessor shall be
reimbursed as "additional rent", pro rata for the period of the lease, on the
rent day following the posting of Lessor's notice of the amount in payment of
taxes and/or assessments.




23.




In the event of
destruction of or damage of any kind to the improvements on the premises by
reason of fire, the elements, or other casualty, this lease shall not terminate
except as hereinafter provided; nor shall the Lessee be relieved from any
payment of rent, or from performance of any of its obligations hereunder.


A.         If damage or
destruction to the improvements shall occur at a time when this lease or any
extension thereof shall have two (2) or more years to run, Lessee shall, within
a reasonable time, commence construction and/or repair and shall use all
reasonable diligence to restore said premises to a usable condition.  Lessee
shall be entitled to receive all insurance proceeds, if any, required for
repair or reconstruction of the improvements.


B.         In the case
of any damage or destruction occurring in the last two (2) years of the primary
terms of this lease or any extensions thereof to the extent of fifty (50%) percent
or more of the insurable value of the improvements, Lessee may, at Lessee's
option, elect to terminate this lease or to restore the premises to a usable
condition under the following terms and conditions:




i.          In the event
that Lessee elects to terminate this lease in lieu of repairing or replacing
the building as provided in part B)ii of this Clause, Lessee shall give notice
in writing to Lessor within seven (7) days after the occurrence of such damage
or destruction and Lessee shall forthwith surrender all insurance proceeds to
Lessor.




ii.          In the
event that Lessee elects to repair or replace the building and to continue in
occupancy, Lessee shall give notice in writing to Lessor within seven (7) days
after the occurrence of such damage or destruction of Lessee's election to
continue in occupancy.  Lessee shall not be relieved from payment of rent or
from performance of any of its obligations hereunder.  Lessee shall have access
to the insurance proceeds, in any, available for the repair or replacement of
the building.






                                                                            24.




This Agreement shall be
governed by and construed in accordance with the laws of the State of Louisiana.




IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the date first written above.








WITNESSES:                                        LESSOR:








______________________                  
/s/ WILLIAM J. DORE'       

                                                                  WILLIAM J. DORE'


______________________                 
                                              
  


 


                                                               LESSEE:

WITNESSESS:                                      GLOBAL
INDUSTRIES, LTD.




______________________                  
BY:/s/ PETER ATKINSON

   PETER ATKINSON

  PRESIDENT

 




                   




 




 




 







STATE OF LOUISIANA




PARISH OF LAFAYETTE




                                                             ACKNOWLEDGMENT




BE IT KNOWN, that on
this       day of              , 2005, before me, the undersigned
authority and in the presence of the undersigned witnesses personally came and
appeared




                                                               WILLIAM
J. DORE'




who, after being duly sworn did depose and
acknowledge that he is the identical person who executed the foregoing
instrument as his own free act and deed for the uses and purposes expressed therein.




WITNESSES:                                        


_______________________             
/s/ WILLIAM J. DORE'      

                                                                WILLIAM J. DORE'


______________________                      










 


NOTARY PUBLIC






 






 






STATE OF LOUISIANA




PARISH OF CALCASIEU




                                                  CORPORATE
ACKNOWLEDGMENT




BE IT KNOWN, that on
this        day of                 , 2005, before me, the
undersigned authority, and in the presence of the undersigned witnesses,
personally came and appeared




                                                              PETER
S. ATKINSON




who, after being duly sworn did declare and acknowledge
that he is the President of GLOBAL INDUSTRIES, LTD., and that he executed the
foregoing instrument on behalf of and as the free act and deed of said
Corporation by authority of its Board of Directors for the uses and purposes
herein expressed.




WITNESSES:                                        


______________________               
/s/ PETER ATKINSON     

                                                                PETER
 ATKINSON

______________________                




 




NOTARY PUBLIC


  











Leased Premises Covered
by that Lease Extension and Amendment Agreement between William J. Doré and
Global Industries, Ltd. Dated January 1, 1996




            The Leased Premises consist of an
office building (approximately 9,496 square feet) and a metal warehouse
(approximately 7,645 square feet) located on U.S. Highway 167 south of the city
of Lafayette, on real property, the legal description of which is as follows:




            That certain parcel of ground,
together with all improvements thereon, both movable and immovable, containing
29.357 acres situated in the Eighth Ward of Lafayette Parish, Louisiana in
Section 35, T10S, R4E, and Section 37, T10S, R3E, and being designated as Tract
2-A on a plat of survey by Fred L. Colomb, C.E., dated December 23, 1956, a
copy of which is attached to Act Number 348404 of the records of the office of
the Clerk of Court, Lafayette Parish, Louisiana; according to said plat said
tract has a frontage of 441.8 feet on U.S. Highway No. 167 leading from
Lafayette to Abbeville and such other dimensions as are shown on said plat of
survey, and being bounded north by property of Luice Malveaux, or assigns,
easterly by said highway, southerly by Tract 3-A and westerly by the center
line of Coulee lle des Cannes.  Being the same property acquired by Vendor
herein under Acts Numbers 484822 and 487841 of the records of the office of the
Clerk of Court, Lafayette Parish, Louisiana.




            That certain parcel of ground,
together with all improvements located thereon, situated in Section 37,
Township 10 South, Range 3 East and Section 85, Township 10 South, Range 4
East, Lafayette Parish, Louisiana being known and designated as Tract No. 1,
containing 4.0 acres, more or less, as shown on that certain plat of survey
prepared by Roland W. Laurent & Associates, Inc., dated July 25, 1973, a
copy of which is attached to and made a part of Act No. 613433 of the Lafayette
Parish Recorder's Office, said parcel of ground having such dimensions,
measurements and boundaries as are shown on said plat of survey; and being the
same property acquired by Vendor herein by Act No. 79-025011 of the office of
the Clerk of Court in and for the Parish of Lafayette, Louisiana.




            That certain parcel of ground,
together with all improvements located thereon, situated in Section 37,
Township 10 South, Range 3 East and Section 85, Township 10 South, Range 4
East, Lafayette Parish, Louisiana being known and designated as Tract No. 1-A,
containing 4.0 acres, more or less, as shown on that certain plat of survey
prepared by Roland W. Laurent & Associates, Inc., dated July 25, 1973, a
copy of which is attached to and made a part of Act No. 79-17716 of the
Lafayette Parish Recorder's Office, and paraphed "Ne Varietur" for
identification therewith, said parcel of ground having such dimensions,
measurements and boundaries as are shown on said plat of survey; and being the
same property acquired by Vendor herein by Act No. 79-025011 of the office of
the Clerk of Court in and for the Parish of Lafayette, Louisiana         




            That certain parcel of ground,
situated in Section 37, Township 10 South, Range 3 East and Section 85,
Township 10 South, Range 4 East, Lafayette Parish, Louisiana, containing 4.0
acres and having a frontage of 486.0 feet facing a private road, and having
such other dimensions, measurements and boundaries and being known and
designated as Tract No. Two (2) on that certain plat of survey by Roland W.
Laurent & Associates, Inc., dated July 25, 1973, attached to Act No.
613433, records of the Parish of Lafayette, Louisiana.




            That certain parcel of ground,
together with any improvements situated in Section 37, Township 10 South, Range
3 East and Section 85, Township 10 South, Range 4 East, Lafayette Parish,
Louisiana being known and designated as Tract No. 2-A on that certain plat of
survey by Roland W. Laurent & Associates, Inc., dated July 25, 1973, a copy
of which is attached to Act No. 79-17716 conveyance records of the Lafayette
Parish Louisiana. Said parcel having such dimensions, measurements and
boundaries as more fully appear by reference as the above referred to plat of
survey.




            That certain tract or parcel of
ground, situated in Section 37, Township 10 South, Range 3 East and Section 85,
Township 10 South, Range 4 East, Lafayette Parish, Louisiana containing 4.0
acres, and having a frontage of 488.2 feet facing a 50 foot private road, and
such dimensions, measurements and boundaries and being known and designated as
Tract No. Three (3) on that certain plat of survey by Roland W. Laurent &
Associates, Inc., dated July 25, 1973, attached to Act No. 613433, records of
the Parish of Lafayette, Louisiana.




            That certain parcel of ground,
together with any improvements, situated in Section 37, Township 10 South,
Range 3 East and Section 85, Township 10 South, Range 4 East, Lafayette Parish,
Louisiana, being known and designated as Tract No. 3-A on that certain plat of
survey by Roland W. Laurent & Associates, Inc., dated July 25, 1973, 
containing 4.0 acres, and having a frontage of 488.2 feet facing a 50 foot
private road, and such dimensions, measurements and boundaries and attached to
Act No. 613433, records of the Parish of Lafayette, Louisiana.




            That certain parcel of ground,
together with any improvements, situated in Section 37, Township 10 South,
Range 3 East and Section 85, Township 10 South, Range 4 East, Lafayette Parish,
Louisiana, and having such dimensions, measurements and boundaries and being
known and designated as Tract No. Four (4) on that certain plat of survey by
Roland W. Laurent & Associates, Inc., dated July 25, 1973,  attached to Act
No. 613433, of the Parish of Lafayette, Louisiana.




            That certain parcel of ground,
together with any improvements situated in Section 37, Township 10 South, Range
3 East and Section 85, Township 10 South, Range 4 East, Lafayette Parish,
Louisiana, being known and designated as Tract No. 4-A, on that certain plat of
survey by Roland W. Laurent & Associates, Inc., dated July 25, 1973, a copy
of which is attached to Act No. 79-17716 conveyance records of Lafayette
Parish, Louisiana.  Said property having such dimensions, measurements and
boundaries as more fully appear by reference as the above referred to plat of
survey.




            That certain tract or parcel of
land, situated in Section 37, Township 10 South, Range 3 East and Section 85,
Township 10 South, Range 4 East, in the Parish of Lafayette, Louisiana,
containing 5.07 acres at the end of a private road, and having such dimensions,
measurements and boundaries and being known and designated as Tract No. Five
(5) on that certain plat of survey by Roland W. Laurent, dated July 25, 1973,
attached to Act No. 613433, records of the Parish of Lafayette, Louisiana.