Exhibit 10.1


     

    Exhibit
      10.1


     

     

    GREENTREE
      FINANCIAL GROUP, INC.

    17111
      Kenton Drive

    Cornelius,
      North Carolina 28031

    


    COMMERCIAL
      LEASE

    


    This
      lease is
      made
      between GreenTree
      Financial Group, Inc.
      of
      Plantation, FL herein called Lessor, and Biometrix
      International, Inc. of
      Cornelius, NC herein called Lessee.

    


    Lessee
      hereby offers to lease from Lessor the premises situated in the County of
      Mecklenburg, State of North Carolina, located at 17111 Kenton Drive, described
      as office space upon the following TERMS and CONDITIONS:

     

    1.
      Terms and Rent.
      Lessor
      demises the above premises for a term of 3 years, commencing on the
      1st
      day of
      January, 2005 and terminating on the 31st
      day of
      December, 2007, or sooner as provided herein at the monthly rental of one
      hundred dollars ($100), payable 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 Lessor at the address specified above. The lease amount is discounted
      from the normal market value. (Refer to Chart 1)

     

    2.
      Use.
      Lessee
      shall use and occupy the premises for office space and storage. 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 to the premises for the Length of the
      Lease.

     

    4.
      Alterations.
      Lessee
      shall not, without first obtaining the written consent of Lessor, make any
      alterations, additions, or improvements, in, to or about the premises.


     

    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 the lease.

     

    7.
      Utilities.
      All
      applications and connections for necessary utility services on the demised
      premises shall be made in the name of the Lessee only, and Lessee shall be
      solely liable for utility charges as they become due, including those for sewer,
      water, and gas, electricity, and telephone services.

     

    
      
        
        

      

      
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    8.
      Entry and Inspection.
      Lessee
      shall permit Lessor or Lessor’s agent to enter upon the premises at reasonable
      times upon reasonable notice, for the purpose of inspecting the same, and will
      permit Lessor at any time within sixty (60) 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 10 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 claims for damages, no matter
      how
      caused.

     

    11.
      Insurance. Lessee,
      at his expense, shall maintain 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 part of the building
      materially affecting Lessee’s use of premises, 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 lieu thereof.

     

    13.
      Destruction of Premises.
      In the
      event of a partial destruction of the premises during the term hereof, from
      any
      cause, Lessee shall forthwith repair the same, provided that such repairs can
      be
      made within one hundred twenty (120) 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 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 foresaid, and in event that Lessor shall not elect
      to
      make such repairs which cannot be made within one hundred twenty (120) 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.

     

    
      
        
        

      

      
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    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 thirty (30) 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 thirty (30) 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 thirty (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, without extinguishing Lessee’s liability. 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.
      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 over and 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 Lessor upon
      presentation of paid tax bills an amount equal to 50% 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 the Lessee shall be proportionate to the portion
      of
      the lease term included in such year. 

     

    16.
      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 out of the possession of the
      premises, by either party, the prevailing party shall be entitled to all the
      costs incurred in connection with such action, including a reasonable attorney’s
      fee.

     

    17.
      Waiver. No
      failure of Lessor to enforce any term hereof shall be deemed to be a
      waiver.

     

    18.
      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
      specified above, or at such other places as may be designated by the parties
      from time to time.

     

    19.
      Heirs, Assigns, Successors. This
      lease is pending upon and insures to the benefit of the heirs, assigns and
      successors in interest to the parties.

     

    20.
      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 thirty-sixty (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. The option
      shall be exercised by written notice given to Lessor not less than ninety (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.

     

    21.
      Subordination. This
      lease is and shall be subordinated to all exiting and future liens and
      encumbrances against the property.

     

    22.
      Entire Agreement. The
      forgoing 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:

     

     

    Signed
      this 1st Day of January, 2005

     

    


     

    


     

    


     

    By_________________________________
      Lessor      By:________________________Lessee

     

    Rep.
      GreenTree Financial Group,
      Inc.                           Rep.
      Biometrix International, Inc.

     

     

     

    
      
        
        

      

      
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