exhbit101.htm


    
      

    
Exhibit 10.1


    LEASE

    


    


    THIS
      LEASE (the “Lease”) is made and entered into as of the 1st day of March, 2007,
      by and between AGRACEL, INC., an Illinois
      corporation, of Effingham, Illinois, hereinafter referred
      to as “Lessor” and GRAIN SYSTEMS, INC., an Illinois
      corporation, of Assumption,
      Illinois, hereinafter referred to as
“Lessee.”

    


    1.  PROPERTY
      LEASED:      Lessor hereby leases to
      Lessee and Lessee hereby leases from Lessor that certain parcel of real property
      legally described in Exhibit A (the “Land”), together with all of the
      improvements now or hereafter on the Land (the “Building”).  The Land
      and the Building are hereafter referred to as the “Premises.”

    


    2.           RENTAL:  Lessee
      shall pay to Lessor rent for the Initial Term, as hereinafter defined, of the
      Lease in the amount of Three Million One Hundred Fifty Thousand Three Hundred
      Ninety and 95/100 Dollars ($3,150,390.95) (the “Rent”), payable monthly on the
      first day of each month commencing on March 1, 2007 as follows:

    


    Year
      1
      (March 1, 2007-February 28, 2008)---------------------$23,433.33 per
      month;

    Year
      2
      (March 1, 2008-February 29, 2009)---------------------$24,019.17 per
      month;

    Year
      3
      (March 1, 2009-February 28, 2010)---------------------$24,619.65 per
      month;

    Year
      4
      (March 1, 2010-February 28, 2011)---------------------$25,235.14 per
      month;

    Year
      5
      (March 1, 2011-February 28, 2012)---------------------$25,866.02 per
      month;

    Year
      6
      (March 1, 2012-February 28, 2013)---------------------$26,512.67 per
      month;

    Year
      7
      (March 1, 2013-February 28, 2014)---------------------$27,175.48 per
      month;

    Year
      8
      (March 1, 2014-February 28, 2015)---------------------$27,854.87 per
      month;

    Year
      9
      (March 1, 2015-February 28, 2016)---------------------$28,551.24 per
      month;

    Year
      10
      (March 1, 2016-February 28, 2017)--------------------$29,265.02 per
      month;

    


    (i)  without
      advance notice, demand, offset, or deduction;

    


    (ii)  Past
      due rent shall bear interest at the rate of 1.5% per month prorated on a daily
      basis from five (5) days after the date due.

    


    3.  This
      paragraph 3 is intentionally left blank.

    


    4.  TERM:

    


               (a)
      Initial Term.  The initial term of this Lease shall
      be for ten (10) years, beginning on March 1, 2007 (the “Commencement Date”) and
      ending on February 28, 2017 (the “Initial Term”).

    


               (b)  Extended
      Terms.  Lessee shall have two (2) five-year options to extend
      the Initial Term of this Lease on the same terms and conditions, except
      that:

    


    (i)  the
      rent for the eleventh year shall be the 10th year’s rent times
      102.5%.  Subsequent years’ rent shall be calculated by multiplying the
      previous year’s rent by 102.5%; rent shall be payable in equal monthly
      installments on the 1st day of
      each month
      of each year of an extended term; and

    


    (ii)
      The
      public liability insurance limits set forth at 9(b) shall increase to
      $2,500,000.00 for injury or death to any one person and $2,500,000.00 for any
      one accident and $1,000,000.00 with respect to damage to property. The Lessee
      shall be deemed to have exercised its option to renew


    
      
        
        

      

      
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    the
      lease
      for an additional 5-year term unless it gives written notification not less
      than
      120 days prior to the end of its then current term.

    


    5.  SECURITY
      DEPOSIT: Lessee agrees to pay a security deposit of Twenty Nine
      Thousand Two Hundred Sixty Five and 02/100 Dollars ($29,265.02), which shall
      be
      held by the Lessor in an interest bearing account as security for the faithful
      performance by Lessee of all of the terms of this Lease by Lessee to be observed
      and performed.  Interest on the account will be retained by and
      taxable to Lessor.  At the end of the lease term, provided the Lessee
      has fulfilled its obligation under the Lease, the deposit will be returned
      to
      Lessee within thirty days of the end of the Lease.

    


               6.  USE
      OF PREMISES:  The Premises are leased for the purpose of
      light manufacturing and assembly by Lessee and such other activities as are
      reasonably associated therewith and are not to be used for any other purpose
      without first having secured the written consent of the Lessor, which consent
      shall not be unreasonably withheld.  No use of the Building shall be
      made which would increase the insurable risk of the Building for fire and “all
      risk” insurance.  Provided, however, that the Lessor consents to the
      use of the Premises by the existing tenants identified in Exhibit
      B.

    


    7.  PUBLIC
      REQUIREMENTS:

    (a)  Lessor
      warrants that,
      except for conditions resulting from Lessee’s activities on the Premises, on the
      Commencement Date the Premises will conform with all laws, ordinances,
      governmental orders and regulations and other public requirements now and
      hereafter affecting the Premises or the use thereof, including but not limited
      to all recorded covenants and restrictions, if any. Lessee shall save and hold
      Lessor harmless from expense or damage resulting from failure to do so on and
      after the Commencement Date, except for such lack of such compliance which
      exists and affects the Premises or the use thereof at the Commencement Date
      of
      this Lease and not resulting from Lessee’s activities on the Premises. Lessor
      guarantees that the Premises is properly zoned for those uses of the Premises
      described in paragraph 6.

    


    (b)  Lessee
      shall do or cause
      to be done all things necessary to preserve and keep in full force and effect
      permits required, if any, for the conduct of its business and operations from
      the Commencement Date until its expiration or termination.

    


    8.  ASSIGNING
      AND
      SUBLEASING: Lessee may sublet the Premises or any part thereof and
      Lessee may assign, transfer, pledge, mortgage or otherwise encumber this Lease,
      or any portion of the term thereof, with the previous written consent in each
      instance of Lessor, which consent shall not be unreasonably withheld, and Lessee
      shall furnish to Lessor with each request a copy of such proposed
      instrument.  Subject to paragraph 6, Lessor agrees, however, not to
      arbitrarily withhold consent to subletting for any legitimate business
      purpose.  Credit worthiness, in Lessor’s reasonable discretion, shall
      be a reasonable grounds for withholding consent to an assignment or
      sublet.  In the event of such consent by Lessor and assignment or
      transfer by Lessee, the Lessee shall from the date of such assignment be
      released from any and all liability to Lessor under all covenants of this Lease,
      and by accepting any assignment or subletting, an assignee or sublessee shall
      become bound by and shall perform and shall become entitled to the benefits
      of
      all the terms, conditions and covenants by which the Lessee hereunder is
      bound.

    


               Permission
      is, however, granted Lessee to assign or transfer this Lease and also to sublet
      the Premises to any subsidiary corporation of Lessee, affiliate corporation
      of
      Lessee, or parent corporation of Lessee, upon giving Lessor written notice
      of
      intent so to do.  Lessee shall have the right to transfer and assign
      this Lease without Lessor’s consent to any parent, subsidiary, or affiliated
      company of Lessee or to any person or corporation acquiring all or substantially
      all of the assets of Lessee by purchase, merger, consolidation or
      otherwise.  An affiliate company is a company which has at least a 50%
      common


    
      
        
        

      

      
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    ownership
      with Lessee.  Transfers of Lessee’s shares of stock as may occur from
      time to time shall not be deemed a prohibited assignment of this
      Lease.    In the event of assignment pursuant to the
      preceding paragraph, Lessee shall remain the principal obligor to the Lessor
      under all covenants of this Lease, and by accepting any assignment or
      subletting, an assignee or sublessee shall become bound by and shall perform
      and
      shall become entitled to the benefits of all the terms, conditions and covenants
      by which the Lessee hereunder is bound.

    


    9.  INSURANCE--LESSEE:

    


    (a)  Lessee
      shall, throughout
      the term of this Lease, maintain a standard fire insurance policy with an “all
      risk” endorsement on the Premises in an amount equal to the replacement cost
      thereof, in a company or companies rated Best A or better.  The
      initial replacement cost agreed upon by the parties is set forth in Exhibit
      G.  The Parties shall annually review the replacement cost and agree
      upon the replacement cost for the ensuing year. If the Parties cannot mutually
      agree on a replacement cost each year after the first year, the cost shall
      be
      set at the previous year plus an increase based upon the consumer price index.
      Each year a written record of such agreement shall be signed by both
      parties.

    


    (b)  Lessee
      shall, at its
      expense, during the term hereof, maintain and deliver to Lessor public liability
      insurance policies with respect to the Premises and deliver to Lessor
      certificates of insurance evidencing such insurance with respect to the
      Premises.  Such policies shall name the Lessee as the named insured,
      Lessor as an additional insured, and if requested by Lessor, Lessor’s mortgagee,
      as additional insureds as their interests may appear.  Such insurance
      shall have limits of at least $2,000,000 for injury or death to any one person
      and $2,000,000 for any one accident, and $1,000,000 with respect to damage
      to
      property.  Such policies shall be in whatever form and with such
      insurance companies as are reasonably satisfactory to Lessor, and shall provide
      for at least ten days’ prior notice to Lessor of cancellation.  At
      least ten days before any such policy expires, Lessee shall supply to Lessor
      reasonable written assurance of continuation of such insurance and at least
      ten
      days after such policy expires; Lessee shall supply to Lessor a certificate
      of
      insurance evidencing continuing insurance. Lessor may, in order to prevent
      a
      lapse of coverage, procure such policies or pay such premiums
      thereon.  In such case, Lessor shall notify Lessee in writing of
      Lessor’s intent, and all amounts so paid by Lessor, with interest thereon at the
      rate of 4% over Wall Street Journal’s published prime rate as published
      from time to time per annum, shall be added to the next monthly rent installment
      coming due, and shall be collected as additional rent.

    


               (c)  Lessee
      shall be responsible for its equipment, furniture, fixtures, inventory and
      other
      personal property located on the Premises and shall be solely responsible for
      carrying whatever insurance it desires with respect to such
      property.

    


    (d)  Lessor
      and Lessor’s
      mortgagee, if any, shall at all times be named as co-additional insureds or
      loss
      payees as their interests may appear on all policies of insurance required
      by
      this Lease and Lessee shall provide to Lessor and Lessor’s mortgagee, if any, a
      current certificate showing compliance with this requirement, provided that
      Lessor shall have notified Lessee in writing of the name and address of such
      mortgagee.  Each policy of insurance shall require notice to Lessor
      and Lessor’s mortgagee prior to cancellation.

    


    10.  TAXES:  Lessee
      shall pay all real property taxes, personal property taxes and special
      assessments lawfully levied against the Premises during the term of this
      Lease.  Taxes for the first and last year of the Lease shall be
      prorated between Lessor and Lessee, based upon the number of days
      leased.


    
      
        
        

      

      
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    Lessee
      shall have the right to contest the amount or validity, in whole or in part,
      of
      any tax by appropriate proceedings diligently conducted in good
      faith.  If the provisions of any law or regulation then in effect so
      require, Lessor shall join in such proceedings.

    


    11.  MAINTENANCE
      BY
      LESSEE:  Lessee agrees to take good care of the Premises, and
      to keep them in good repair, free from filth, danger of fire or any pest or
      nuisance, and to keep all mechanical systems in good working
      order.  To the extent not provided by construction warranties and
      manufacturers’ warranties, Lessee shall conduct a continuing program of
      preventive maintenance covering such mechanical equipment, including regular
      service and maintenance (but not replacement) to heating and air conditioning
      equipment by competent tradesmen. Lessee agrees to maintain, with no obligation
      to replace the exterior walls, roof and structure of the Building. Lessee shall
      not permit any waste of the Premises.  At the expiration or other
      termination of this Lease, Lessee shall return the Premises to Lessor in broom
      clean condition, except only for normal wear and use, damage by fire, explosion
      or other insured casualty and acts of third parties not under control of
      Lessee.  If Lessee fails to do anything required of Lessee in this
      paragraph within a reasonable time, Lessor may, at Lessor’s option, perform the
      same at Lessee’s expense.

    


    12.  MAINTENANCE
      BY
      LESSOR:   Lessor shall not be responsible for any
      maintenance or repair of the Premises.

    


    13.  UTILITIES:  Lessee
      shall contract in its own name and pay for all charges for water, sewer charges,
      gas heat, oil, electricity, fuel, telephone and other utilities used in or
      serving the Premises during the term of this Lease.

    


    14.  ALTERATIONS
      AND
      ADDITIONS:  Lessee shall have the right, at its sole expense,
      to make non-structural additions, improvements, or modifications to the interior
      of the Building on the Premises for the convenient conduct of its
      business.  All such changes shall be made in a good and workmanlike
      manner and in accordance with applicable codes and
      regulations.  Lessee shall give Lessor prior written notice of any
      alterations, additions, improvements or modifications so made.

    


    Lessee
      shall have the right to install
      such machinery, equipment, and business and trade fixtures as it deems
      necessary, and such items shall remain the property of Lessee and shall be
      removed at the termination of this Lease, the Lessee repairing any damage
      occasioned by removal.  If Lessee shall obtain written consent of
      Lessor to leave any machinery or like equipment in the Premises, then the full
      title to such machinery and equipment shall thereupon pass to
      Lessor.

    


                Lessee
      shall be permitted to construct improvements to the Premises in accordance
      with
      the initial description of the Lessee’s Improvements set forth in Exhibit F
      (“Lessee’s Improvements”), and any Lessor and Lessee shall work together to
      facilitate the making of such improvements.

    


    Lessee
      shall control construction of Lessee’s Improvements and shall select a qualified
      contractor or contractors to construct Lessee’s Improvements, such selection
      having been made, submitted to Lessor and Lessor hereby approves of such
      selections.

    


    Upon
      execution of this Lease by the Lessor and the Lessee, Lessor shall pay Lessee
      the total sum of Nine Hundred Thousand Dollars ($900,000) to be paid in two
      installments; the first One Hundred Thousand Dollars ($100,000) to be paid
      upon
      the Commencement Date and the balance of Eight Hundred Thousand Dollars
      ($800,000) on or before April 1, 2007.  One part of such total sum is
      to be used by Lessee to make the Lessee’s Improvements, and one part of such
      total sum is to be used by Lessee to satisfy the undertakings of Lessee set
      forth in the inducement agreements attached at Exhibit C.


    
      
        
        

      

      
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    Lessee’s
      construction of Lessee’s
      Improvements shall be executed in a good and workmanlike manner.  All
      materials used in Lessee’s Improvements will be of good
      quality.  Lessee’s Improvements shall be of good workmanship and
      material and shall neither reduce the size of the Premises nor impair the
      strength of the Building.  There shall be no construction fee paid to
      Lessor.

    


    Lessee
      shall take proper precautions
      for the safety of the public.  Lessor shall not be responsible for any
      loss or damage to or arising from Lessee’s Improvements except to the extent
      arising from Lessor’s negligence or willful misconduct.

    


    Lessee
      shall, at its expense, (i) cause
      all of Lessee’s Improvements to comply strictly with, and give all notices
      required by, all applicable local, state and federal laws, ordinances, rules,
      regulations, codes and orders (hereinafter referred to collectively as “Legal
      Requirements”); and (ii) obtain all building permits and any other permits
      required from any and all jurisdictions governing the Premises or construction
      of Lessee’s Improvements.

    


    15.  LESSOR’S
      RIGHT
      OF ENTRY:  Lessor, or Lessor’s agent, may enter upon the
      Premises at reasonable hours upon at least twenty-four (24) hours notice (except
      in cases of emergency) to examine the same and to do anything required of Lessor
      hereunder or which Lessor may deem necessary for the good of the Premises;
      and
      during the last 90 days of this Lease may display a sign offering the Premises
      for sale or for lease, which sign may be affixed in a conspicuous place on
      the
      front of the Premises.

    


    Neither
      Lessor nor any of Lessor’s
      agents who enters upon the Premises shall disclose to any person or entity
      any
      information, observations, data, or visual impressions regarding the business
      of
      Lessee.  Lessor and any of its agents agree that they will not take
      any photographs, videotapes or other images of the interior of the Premises
      without the prior consent of Lessee.

    


    16.  SIGNS
      AND
      ADVERTISEMENTS:  Lessee is hereby granted the privilege of
      erecting and maintaining signs on the front of the Premises, including in the
      front and side yards of the Building, subject to applicable laws and
      regulations, including but not limited to ordinances of the municipality in
      which the Premises are located and restrictive covenants relating to signs
      in
      the industrial park in which the Premises are located, if
      applicable.  No signs shall be erected which are attached to the roof
      of the Building and no signs shall be attached to the Building at right angles
      suspended by guy wires, but shall be attached flush to the Building in a safe
      and secure manner.  All such signs shall advertise the Lessee’s
      business.  No revenue producing signs shall be placed on the
      Premises.  Lessee shall not paint any signs directly on the Building,
      or otherwise deface, damage or overload the Building.  Lessee shall
      remove all signs at the termination of this Lease, and shall repair any damage
      to the Building caused by signs at its sole cost and expense.

    


    17.  LIABILITY:  Lessee
      hereby relinquishes all claims, releases, assumes all risks and agrees to hold
      Lessor harmless from any liability for any damage done or occasioned by or
      from
      any plumbing, wiring, gas, water, steam, sprinkler system, equipment or other
      pipes, or the bursting, leaking or running of any tank, washstand, water closet,
      waste pipe or other articles in, above, upon or about the Building or Premises,
      or for damage occasioned from or by water, snow, or ice being upon or about
      the
      Premises unless caused by the negligence or intentional act of Lessor, its
      agents or employees.

    


    Lessor
      and Lessee hereby expressly
      waive any cause of action or right of recovery which either may have hereafter
      against the other for any loss or damage to the Premises, or to the contents
      thereof, from all claims and liabilities arising from or caused by any hazard
      that could be covered by a standard fire insurance policy with an “all risk”
endorsement on the Premises or on the contents thereof, to the extent of any
      amounts actually received or which could have been received had the proper
      insurance been


    
      
        
        

      

      
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    in
      place,
      and each party hereto shall request a waiver from any insurance carrier with
      which it carries insurance covering the Premises, or the contents thereof,
      releasing its subrogation rights as against the other party, and upon request
      by
      either party evidence of said waiver shall be furnished by each party hereto
      to
      the other party.

    


    During
      the term of this Lease, Lessee
      agrees to save and hold Lessor harmless from any claim, damage, liability,
      or
      expense arising from any injury (including death) to persons or damage to
      property occurring in, on or about the Premises during the term of this Lease,
      except to the extent caused by the Lessor, its agents and
      employees.  In the event of the negligence of more than one party, the
      parties shall be liable to one another for their proportionate
      share.

    


    18.  DAMAGE
      BY
      CASUALTY:  If, during the term hereof, or previous thereto,
      the Premises or any Building of which the Premises are a part shall suffer
      damage by fire, explosion, or any other casualty to the extent that the Premises
      or Building cannot reasonably be repaired within 90 days after date of such
      damage, with the proceeds of such insurance, in the judgment of Lessor and
      Lessee, or if they cannot agree, a mutually agreeable third party qualified
      in
      the construction industry in or about Christian County, Illinois, or to such
      an
      extent that under the then existing laws, orders, ordinances or other public
      requirements the same cannot be repaired to substantially the same form and
      with
      substantially the same materials as before such damage, then the term shall,
      at
      the option of either party exercised by written notice not later than sixty
      (60)
      days after the occurrence of such casualty, terminate as of the date of such
      damage and rent shall cease as of the date of such damage (with proportionate
      refund of any prepayment) on condition Lessee forthwith surrenders the Premises
      to Lessor.  If this Lease is not so terminated, then Lessor shall
      repair the Premises as soon as practicable with due diligence.  A
      maximum of 120 days shall be considered a reasonable time in which to complete
      repairs barring any extraordinary circumstances or matters beyond the control
      of
      Lessor, placing the same in as good condition as they were just before such
      damage, and rent shall abate pro rata and in proportion to untenantability
      of
      the Premises (or if the undamaged portion is not reasonably usable for Lessee’s
      purposes pending the restoration of the Building, all rent shall abate) from
      the
      time of such damage until restoration of the Premises by Lessor.  It
      is further agreed that the period for reconstruction shall be extended for
      such
      time during which strikes, riots, civil commotion, governmental intervention,
      acts of God, or any other contingency beyond Lessor’s control shall delay the
      construction.  In case of such damage, whether this Lease is thereby
      terminated or not, Lessee shall remove all of the rubbish and debris of Lessee’s
      property within sixty (60) days after written request by Lessor, and if this
      Lease is not thereby terminated, Lessee shall not do anything to hinder or
      delay
      Lessor’s work of repair, and will cooperate with Lessor in such
      work.  Lessor shall not be liable for inconvenience to Lessee by
      making repairs to any part of the Premises or Building, nor for the restoration
      of any improvements made by Lessee, nor for the restoration of any property
      of
      Lessee.

    


    19.  DEFAULT:  If
      there be default in payment of any rent or in any other of Lessee’s obligations
      hereunder, or if the Premises be vacated by Lessee without adequate provision
      for building security and maintenance, and if such default or condition shall
      continue after thirty (30) days’ notice, in writing, from Lessor to Lessee to
      make good such default or correct such condition, Lessor may, at Lessor’s
      option, at any time thereafter while such default or condition continues,
      without further notice or demand, declare this Lease terminated and enter upon
      and repossess the Premises free of this Lease; or Lessor may, at Lessor’s
      option, enter upon and repossess the Premises as aforesaid or receive the keys
      thereto, Lessee hereby acknowledging that the Lessor has received same as Agent
      of the Lessee and is authorized to re-let the Premises for the balance of the
      term of this Lease, for a shorter or longer term, and upon prevailing market
      rates and terms, and may receive the rents therefor, applying the same first
      to
      the payment of the reasonable expense of such re-letting and second to the
      payment of rent due and to become due under this Lease, Lessee remaining liable
      for and agreeing hereby to pay Lessor any deficiency.  Lessor shall
      make reasonable efforts to re-lease the Premises.  Listing the
      Premises for re-lease with a reputable broker shall be considered a reasonable
      effort, but all reasonable broker’s


    
      
        
        

      

      
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    commissions
      shall be at Lessee’s expense.  Provided, however, if any such default
      be other than for non-payment of money and it would take more than thirty (30)
      days to cure the same, Lessor shall not be entitled to terminate this Lease
      or
      enter upon the Premises for such default if Lessee begins the cure of such
      default within said thirty (30) days and prosecutes the cure thereof with due
      diligence to completion.

    


    20.  EMINENT
      DOMAIN:  If the Premises or any substantial part thereof
      shall be taken by any competent authority under the power of eminent domain,
      or
      a conveyance thereof be made in lieu of or in anticipation of the exercise
      of
      such power, or if the Premises or any substantial part thereof be acquired
      for
      any public or quasi-public use or purpose, the term of this Lease shall cease
      and terminate upon the date when the possession of the Premises or the part
      thereof so taken shall be required for such use or purpose.; provided, however,
      that Lessee, upon filing of a petition for separate valuation,  shall
      have the right to receive that portion of any proceeds received from the
      condemnor as compensation for the taking of the Premises that is the fair market
      value of the Lessee’s interest in the Premises as Lessee, and further, Lessee
      shall be entitled to any additional compensation that might be allowed for
      the
      relocation or other expenses of the Lessee in relocating from the Premises
      as a
      result of the taking.  If any condemnation proceeding shall be
      instituted in which it is sought to take or damage any part of Lessor’s Building
      or the Land under it, Lessor or Lessee shall have the right to cancel this
      Lease
      after having given written notice of cancellation to the other not less than
      ninety (90) days prior to the date of cancellation designated in the
      notice.  Rent at the then current rate shall be apportioned as of the
      date of the termination.  Nothing in this paragraph shall preclude an
      award being made to Lessee for loss of business or depreciation to and cost
      of
      removal of equipment or fixtures.

    


    21.  MECHANIC’S
      LIENS:  Lessee will not permit any mechanic’s liens, or other
      liens, to be placed upon the Premises or any building or improvement thereon
      during the term hereof as a result of Lessee’s actions, and in case of the
      filing of any such lien, Lessee will promptly pay same; provided, however,
      that
      Lessee shall have the right to contest the validity or amount of any such lien
      upon posting security with Lessor which in Lessor’s sole reasonable judgment is
      adequate to pay and discharge any such lien in full if held
      valid.  Lessee shall have sixty (60) days after filing to pay the lien
      or post security as provided.  If default in payment thereof shall
      continue for thirty (30) days after notice thereof from Lessor to Lessee (unless
      Lessee shall have posted security as aforesaid), Lessor shall have the right
      and
      privilege at Lessor’s option of paying the same or any portion thereof without
      inquiry as to the validity thereof, and any amounts so paid, including expenses
      and interest, shall be immediately due by Lessee to Lessor and shall be paid
      promptly upon presentation of bill therefor.

    


    Lessor
      covenants that it will not
      permit any mechanic’s liens to be placed on the Premises, and that, should such
      lien be recorded against the Premises, Lessor will ensure its removal not later
      than thirty (30) days after written demand therefor is made upon Lessor by
      Lessee.


    
      
        
        

      

      
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    22.  MORTGAGES
      AND
      ESTOPPEL CERTIFICATES:  This Lease shall be subject and
      subordinate to any mortgage or deed of trust now or at any time hereafter
      constituting a lien or charge upon the Premises or the improvements situated
      thereon; provided that Lessee and the holder of such mortgage or deed of trust
      shall have entered into a non-disturbance and attornment agreement in form
      and
      content reasonably acceptable to such parties.  Subject to the
      foregoing, Lessee shall at any time hereafter on demand execute any instruments,
      releases or other documents which may be required by any such mortgagee for
      the
      purpose of subjecting and subordinating this Lease to the lien of any such
      mortgage.  However, notwithstanding any provisions of this paragraph
      to the contrary, as a condition precedent to such subordination, each such
      mortgage shall expressly provide Lessee with a non-disturbance agreement that
      so
      long as Tenant is not in default under said Lease, Tenant’s quiet possession of
      the Premises shall remain undisturbed, on the terms and conditions stated
      herein, whether or not the mortgage is in default and notwithstanding any
      foreclosure or other action brought by the holder of the mortgage in connection
      herewith.

    


    Lessor
      and Lessee agree at any time and
      from time to time, upon not less than thirty (30) days’ prior request by Lessor,
      to execute, acknowledge and deliver to the requesting party, a statement in
      writing certifying that (i) 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 identifying the modifications), (ii) the dates to which
      the base rent and other charges have been paid, and (iii) so far as the person
      making the certificate knows, the requesting party is not in default under
      any
      provisions of this Lease (or if there are defaults, specifying the
      defaults).  It is intended that any such statement may be relied upon
      by any person proposing to acquire the requesting party’s interest in this Lease
      or the Premises, or any prospective mortgagee of, or assignee of any mortgage
      upon such interest or the Premises.

    


    23.  This
      paragraph 23 is intentionally left blank.

    


    24.  ENVIRONMENTAL
      COVENANTS AND WARRANTIES:  Lessee, at Lessee’s expense, shall
      comply with all applicable federal, state and local laws, regulations, or
      ordinances pertaining to air and water quality, hazardous materials (as
      hereinafter defined), waste disposal, air emissions, and other environmental
      compliance matters, and with any direction of any public officer or officers
      empowered to enforce such laws, regulations or ordinances, pursuant to law,
      which shall impose any duty upon Lessor or Lessee with respect to any of the
      foregoing which arise during or after the Lease term as a result of
      contamination by hazardous material attributable to Lessee’s use or activities,
      or the use or activities of Lessee’s agents or contractors, except that Lessee
      shall not be liable to make changes or improvements to the Premises not
      specifically necessitated by the nature or form of its business or operations,
      except to the extent that Lessee may be contesting such enforcement action
      in
      good faith for the period of contest.

    


    25.  ENVIRONMENTAL
      INDEMNIFICATION:

    


    (a)  Lessee
      shall indemnify,
      defend and hold Lessor harmless from any and all claims, judgments, damages,
      penalties, fines, costs, liabilities, or losses (including, without limitation,
      diminution in value of the Premises, damages for the loss or restriction on
      use
      of rentable or usable space or of any amenity of the Premises and reasonable
      sums paid in settlement of claims, reasonable attorney’s fees, reasonable
      consultant fees, and reasonable expert fees) which arise during or after the
      Lease term as a result of contamination by hazardous material attributable
      to
      Lessee’s use or activities, or the use or activities of Lessee’s agents or
      contractors.  This indemnification of Lessor by Lessee includes,
      without limitation, costs incurred in connection with any investigation of
      site
      conditions or any cleanup, remedial, removal, or restoration work required
      by
      any federal, state, or local government agency or political subdivision because
      of hazardous material present in the soil or groundwater on or under the
      Premises as a result of Lessee’s use or activities, or Lessee’s agents or
      contractors, or which would have with reasonable care exerted by Lessee not
      have
      occurred.  Without limiting the foregoing, if the presence of any
      hazardous


    
      
        
        

      

      
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    material
      on the Premises caused or permitted by Lessee or its agents or contractors,
      results in any contamination of the Premises, Lessee shall promptly take all
      actions at its sole expense as are necessary to return the Premises to the
      condition existing prior to the release by Lessee or its agents or employees
      of
      any such hazardous material on the Premises, provided that Lessor’s approval of
      such actions shall first be obtained, which approval shall not be unreasonably
      withheld so long as such actions would not potentially have any material adverse
      long-term or short-term effect on the Premises.  The foregoing
      indemnity shall survive the expiration or earlier termination of this
      Lease.

    


    (b)  Lessee
      shall promptly
      provide Lessor with copies of all citations, directives, summonses, information
      orders, notices of potential responsibility, notices of violation or
      deficiencies, orders or decrees, claims, complaints, investigations, judgments,
      letters, notices of environmental liens or response actions, and any other
      communications and/or documents from any federal, state or local governmental
      agency or any third Party pertaining to the presence of hazardous materials
      on
      the Premises, and/or Lessee’s compliance with applicable environmental statutes,
      rules and regulations.

    


    (c)  Not
      less than ten (10)
      days prior to the expiration of this Lease or any extension hereof, Lessee
      shall
      select a professional registered engineer who is an “environmental professional”
as defined in 415 ILCS 5/22.2 to conduct an investigation of the Premises for
      the purpose of investigating environmental conditions on the
      Premises.  Upon selection, Lessee shall identify the engineer to
      Lessor.  Lessor shall have the right to reject such selection if, in
      Lessor’s reasonable opinion, the professional selected is not able to render the
      opinion required because of a lack of competence or the existence of
      bias.  In the event of any such rejection by Lessor, the Parties shall
      meet in good faith to confer and agree upon a substitute “environmental
      professional.”  The cost of the investigation shall be at Lessee’s
      sole expense.  If the engineer, after conducting his or her
      investigation, states in writing the engineer’s opinion he or she observes no
      significant contamination by hazardous material(s) since the date of the
      Pre-Commencement Environmental Report (hereinafter defined) at, on, to or from
      the Premises directly resulting from the use by Lessee, its employees, agents
      or
      customers of the Premises, then no further action on Lessee’s part shall be
      required.  If the engineer will not or does not so state within thirty
      (30) days after his or her selection, then Lessee shall select an “environmental
      professional” as defined in 415 ILCS 5/22.2 to conduct at Lessee’s sole expense
      a Phase I environmental audit of the Premises.  As used in this
      subsection, a Phase I environmental audit shall be in accordance with the
      provisions set forth in 42 U.S.C. 9601 (35)(b) and shall also consist of a
      visual inspection of the Premises, including any equipment and machinery thereon
      and all building components or materials used therein, an inquiry into past
      occupants and uses of the Premises, a search of all records pertaining to
      environmental conditions on the Premises, including any reports generated for
      or
      from any governmental authority, notices of warnings, complaints and violations
      of applicable environmental statutes, rules or regulations, and applicable
      environmental statutes, rules or regulations, and a visual inspection of all
      properties adjoining the Premises and any other investigation deemed consistent
      with good commercial practices.  If either the investigation or Phase
      I environmental audit states that there is no observed contamination or no
      potential environmental concerns on site caused by Lessee, then Lessee shall
      have no further liability for environmental matters under this
      Lease.

    


    (d)  As
      used herein, the term
“hazardous material” means any hazardous or toxic substance, material or waste
      listed in the United States Department of Transportation Hazardous Materials
      Table (49 CFR 172.101) or by the United States Environmental Protection Agency
      as hazardous substances (40 CFR Part 302) or hazardous wastes (40 CFR Part
      261),
      petroleum products, asbestos, polychlorinated biphenyls (PCBs), or such other
      substances, materials, and wastes that are or become regulated under any
      applicable state or local environmental law.

    


    (e)  Notwithstanding
      anything
      in this Lease to the contrary, Lessee shall not be liable for any costs or
      expenses caused by any condition unless such condition directly results from
      Lessee’s use of, or


    
      
        
        

      

      
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    activities
      on, the Premises, or the use of, or activities of Lessee’s agents, customers,
      employees, contractors or subcontractors on, the Premises.  Nor shall
      Lessee be responsible for any contamination discovered on the Premises which
      is
      not a direct result of Lessee’s use of, or activities on, the
      Premises.

    


    Lessee
      engaged Rapps Engineering & Applied Science, an environmental professional,
      who prepared a Phase I environmental audit dated December 2006 with respect
      to
      the Premises (the “Pre-Commencement Environmental Report”).  In order
      to assist any environmental professional engaged by either Lessor or Lessee
      pursuant to paragraph (c) hereof in the determination of whether the presence
      of
      hazardous materials in the soil or groundwater on or under the Premises
      following the termination of this Lease are a result of Lessee’s use or
      activities, or the use or activities of Lessee’s agents or contractors, such
      environmental professional may compare the findings of such environmental
      professional to the condition of the Premises as described in the
      Pre-Commencement Environmental Report.  Anything herein to the
      contrary notwithstanding, Lessee shall not be liable to Lessor hereunder for
      any
      environmental hazard cited in the Pre-Commencement Environmental
      Report.

    


    (f)  Lessor
      shall indemnify,
      defend and hold Lessee harmless from any and all claims, judgments, damages,
      penalties, fines, costs, liabilities, or losses (including, without limitation,
      diminution in value of the Premises, damages for the loss or restriction on
      use
      of rentable or usable space or of any amenity of the Premises and reasonable
      sums paid in settlement of claims, reasonable attorney’s fees, reasonable
      consultant fees, and reasonable expert fees) which arise during or after the
      Lease term as a result of contamination by hazardous material attributable
      to
      Lessor’s use or activities, or the use or activities of Lessor’s agents or
      contractors.  This indemnification of Lessee by Lessor includes,
      without limitation, costs incurred in connection with any investigation of
      site
      conditions or any cleanup, remedial, removal, or restoration work required
      by
      any federal, state, or local government agency or political subdivision because
      of hazardous material present in the soil or groundwater on or under the
      Premises as a result of Lessor’s use or activities, or Lessor’s agents or
      contractors, or which would have with reasonable care exerted by Lessor not
      have
      occurred.  Without limiting the foregoing, if the presence of any
      hazardous material on the Premises caused or permitted by Lessor or its agents
      or contractors, results in any contamination of the Premises, Lessor shall
      promptly take all actions at its sole expense as are necessary to return the
      Premises to the condition existing prior to the release by Lessor or its agents
      or employees of any such hazardous material on the Premises, provided that
      Lessee’s approval of such actions shall first be obtained, which approval shall
      not be unreasonably withheld so long as such actions would not potentially
      have
      any material adverse long-term or short-term effect on the
      Premises.  The foregoing indemnity shall survive the expiration or
      earlier termination of this Lease.

    


    26.  PERFORMANCE
      OF
      INVESTIGATIVE OR REMEDIAL ACTION.  The performance of
      investigative and/or remedial activity at or near the Premises by any Party
      other than Lessee shall be conducted in such a manner as not to cause
      unreasonable interference with Lessee’s activity on the
      Premises.  Should unreasonable interference occur, then appropriate
      adjustment to the rent reserved herein shall be made or, if such interference
      is
      so severe as to deprive the Lessee of use of a significant portion of the
      Premises, then this Lease shall terminate after reasonable notice and
      opportunity to cure.  Lessor shall use its best efforts to provide
      Lessee with notification at least seven (7) days prior to the performance of
      any
      investigation and/or remedial activities at the Premises.  Lessor
      shall also provide Lessee with copies of any and all communications and/or
      documents, which Lessor receives from any federal, state or local governmental
      agency or any third Party and pertaining to environmental conditions at the
      Premises.

    


    27.  TITLE:  Within
      thirty (30) days following the date of this Lease, Lessor shall deliver to
      Lessee a copy of an owner’s policy of title insurance dated within 30 days of
      the execution of this Lease, together with a copy of all exceptions to title
      noted therein, issued by a title company satisfactory to Lessor and Lessee
      insuring Lessor’s fee simple title to the Land.  Upon receipt of such
      copy, Lessee shall have thirty (30) business days to review and approve the
      title to the Land.  Lessee shall have the right to


    
      
        
        

      

      
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    terminate
      this Lease, immediately upon written notice to Lessor if such title insurance
      policy discloses any matter or exception which would materially and adversely
      affect Lessee’s use and quiet enjoyment of the Premises for the purposes set
      forth in this Lease.

    


    28.  AMENDMENT
      TO
      CONFORM.  This Lease shall be amended to conform to any
      reasonable requests of Lessor’s lender or lenders so long as such amendment or
      amendments do not adversely affect Lessee’s rights pursuant hereto or increase
      Lessee’s duties with respect hereto.

    


    29.  WAIVER:  A
      waiver by Lessor or Lessee of any default or breach hereunder shall not be
      construed to be a continuing waiver of such default or breach, nor as a waiver
      or permission, expressed or implied, of any other or subsequent default or
      breach.  All waivers must be in writing and no course of conduct shall
      establish a custom or confer any rights upon Lessee or Lessor.

    


    30.  NOTICES:  Unless
      otherwise designated by like notice in writing by either party to the other,
      notices required herein shall be sent by registered or certified mail or by
      express overnight delivery as follows:

    


    


    


    To
      Lessor:             
Agracel, Inc

                                    
      Attention:  R. Dean Bingham

     P.O.
      Box 1107

     1200
      Network Centre Drive, Suite 3

     Effingham,
      Illinois
      62401

    


                To
      Lessee:                    Grain Systems,
      Inc.

                   Attention:
      Mike Brotherton

    1004
      East Illinois

    Assumption,
      Illinois  62510

    


    Notices
      so mailed or delivered shall be deemed duly given upon deposit with the U.S.
      Postal service or overnight courier, as applicable, postage or delivery fee
      prepaid, addressed as above indicated.

    


    31.  SUCCESSORS:  All
      of the terms, covenants and conditions of this Lease shall apply and inure
      to
      the benefit of, and be binding upon the parties hereto, and upon their
      respective successors in interest and legal representatives, except as otherwise
      provided herein.

    


    32.  QUIET
      POSSESSION:  Lessor covenants with Lessee that Lessee, on
      paying the rent herein required to be paid and performing the covenants herein
      contained, shall and may peaceably and quietly have, hold and enjoy the Premises
      during the term of this Lease.

    


    33.  FINANCIAL
      INFORMATION:  The Lessee is required to provide Lessor annual
      financial statements prepared in accordance with generally accepted accounting
      principles by April 1st of each
      year.   The Lessee’s obligation to provide Lessor with such
      information shall be fulfilled in every respect upon Lessee filing such
      information with the Securities and Exchange Commission, which information
      is
      then posted on the internet site of the SEC. If no filing takes place, Lessee
      will provide annual financial statements.

    


    34.  BROKER’S
      COMMISSION:  Lessor hereby agrees to indemnify and hold
      harmless Lessee from the payment of any real estate commission arising out
      of
      this lease transaction.


    
      
        
        

      

      
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    35.  ATTORNEY’S
      FEES:  If any action at law or in equity shall be brought to
      enforce any of the covenants, terms or conditions of this Lease, the prevailing
      party shall be entitled to recover from the other party, as part of the
      prevailing party’s costs, reasonable attorney’s fees, the amount of which shall
      be fixed by the court, and shall be made a part of any judgment or decree
      rendered.

    


    36.  LEASE
      CONSTITUTES ENTIRE CONTRACT:  Each party to this Lease
      acknowledges that this Lease constitutes all of the agreements between the
      parties hereto, and that no representations, warranties, or other covenants
      are
      included except as set forth herein, and this Lease shall not be recordable,
      but
      a “Memorandum of Lease” in usual and customary form will be executed and
      acknowledged by the parties, upon request of either party, which may be
      recorded.

    


    37.  EXISTING
      LEASES.  There are currently three
      tenants, other than Lessee, who have leases on parts of the Premises, namely
      those leases and tenants identified at Exhibit B (the “Existing
      Leases”).  Upon execution of this Lease, Lessor shall deliver to
      Lessee the following with regard to the Existing Leases:

    


    (a)  An
      assignment of all of its right, title and interest in those Existing Leases
      to
      Lessee in the form of Exhibit E.

    


    (b).  The
      original of the Existing Leases signed by the parties, copies of which are
      attached hereto as Exhibit B;

    


    (c)  All
      policies of insurance or certificates of the same provided to the Lessor by
      the
      tenants of the Existing Leases;

    


    (d)  All
      rents from Existing Leases held by Lessor shall be prorated to the Commencement
      Date and Lessor shall pay Lessee the amount so determined for the rent
      applicable from the Commencement Date;

    


    (e)  All
      security deposits held by Lessor pursuant to the Existing Leases;
      and

    


    (f)  Termination
      Agreements in the form of Exhibit D signed by the Lessees of the Existing
      Leases.

    


    (g)  Assignment
      by Lessor to Lessee of any and all warranties with regard to the
      Building.

    


    In
      the
      event that Ahlstrom Engine Filtration, LLC, fails to vacate the portion of
      the
      Premises occupied by it pursuant to its lease with Lessor, attached hereto
      as
      part of Exhibit B, prior to November 1, 2007, then in such event, the monthly
      rent due to be paid to Lessor by Lessee shall be reduced by the sum of $25,000
      each month commencing with the rent due on November 1, 2007, and continuing
      each
      month thereafter until Ahlstrom Engine Filtration, LLC, vacates the
      Premises.

    


    In
      addition, the inducement agreements attached hereto as Exhibit C shall have
      been
      executed by the parties and shall be attached to this Lease.

    


    38.  RIGHT
      OF FIRST REFUSAL:

     

    


    (a)           Lessor
      hereby grants Lessee the right of first refusal to purchase the Premises in
      the
      event Lessor has a bona fide offer (“Offer”) to purchase the Premises, for the
      amount and in accordance with the terms, of any such offer.  Lessee
      shall have thirty (30) days to exercise this right of first refusal from the
      date of receipt of notice from Lessor of the Offer.


    
      
        
        

      

      
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    (b)           If
      Tenant fails to timely exercise the right of first refusal hereunder, then
      the
      right of first refusal granted hereunder shall lapse, time being of the essence
      with respect to the exercise thereof, and Lessor may sell the Premises pursuant
      to the Offer.

    


    


    39.  OPTION
      TO PURCHASE:

     

    


    During
      the last year of the Initial Term and during any extensions thereof, Lessee
      shall have an option to purchase the Premises at the Option Price as hereinafter
      defined.  If Lessee desires to exercise the option to purchase, the
      Option Price shall be determined by appraisal pursuant to the following
      paragraph.

     

    Lessee
      shall notify Lessor in writing of the appraiser hired by
      Lessee.  Lessor shall hire an appraiser within thirty (30) days of
      receiving notice from Lessee.  Each appraiser shall determine the fair
      market value of the Premises and issue their respective
      appraisals.  “Option Price” means the average of the fair market
      values determined by the two appraisals if the difference between the two
      appraisals is no more than 5%.  If the difference between the two
      appraisals is greater than 5%, then the two appraisers shall mutually agree
      upon
      a third appraiser within thirty (30) days and the Option Price shall be the
      fair
      market value as determined by the third appraiser but shall not be less than
      the
      lower of the other two appraisals nor higher than the higher of the other two
      appraisals.  The cost of the third appraisal shall be shared equally
      between Lessor and Lessee.  All appraisers selected pursuant to this
      paragraph shall be M.A.I. appraisers or M.A.I. equivalent, who are widely
      recognized to be knowledgeable and experienced in appraisals of commercial
      property similar to the Premises.

     

    Within
      thirty (30) days of the final determination of the Option Price, Lessee shall
      give written notice to Lessor of Lessee’s election to exercise the option to
      purchase.  Closing on the purchase of the Premises shall occur within
      sixty (60) days of such written election at which time (i) Lessor shall convey
      marketable title to the Premises by special warranty deed together with a title
      policy insuring such title and (ii) Lessee shall pay the Option Price to Lessor
      by wired funds or certified check.  Closing costs shall be paid by the
      parties as is customary in Christian County, Illinois, with credit given to
      Lessee for seller’s portion of the title insurance costs and for real estate
      transfer taxes.  Each party shall pay one-half of any escrowed closing
      fee.

     

    IN
      WITNESS WHEREOF,
      Lessor and Lessee have executed this Lease or have caused it to be executed
      by
      their respective authorized representatives the day and year first above
      written.  Each of the persons executing this Lease represent that they
      are authorized to execute the same on behalf of the party for whom they have
      executed hereafter.

    


    
      	
              LESSEE

            	 	
              LESSOR

            
	 	 	 
	
              GRAIN
                SYSTEMS, INC.

            	 	
              AGRACEL,
                INC.

            
	 	 	 
	
              By:/s/
                Mike Brotherton

            	 	
              By:  /s/
                R. Dean Bingham

            
	
              Vice
                President Operations

            	 	
              President

            
	 	 	 
	
              ATTEST:

            	 	
              ATTEST:

            
	
              By:
                /s/ Brian Atwood, Jr.

            	 	
              By:
                /s/ Michael Mumm

            
	
              Plant
                Manager

            	 	
              Secretary

            


    

    



    
      
        
        

      

      
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    EXHIBIT
      A

    Legal
      Description

    


    That
      part
      of the South half of the Southwest Quarter of Section 33, Township 13 North,
      Range 2 West of the Third Principal Meridian which lies East of the East
      Right-of-Way line of S.B.I. Route 48 and Northwesterly of the Northwesterly
      Right-of-Way line of the Norfolk and Western Railroad and North of the Northerly
      Right-of-Way line of (F.A. 65) Ill. Route 48 and part of the South 662.22 feet
      of the North Half of the Southwest Quarter of said Section 33 which lies East
      of
      the East Right-of-Way line of S.B.I. Route 48 and Northwesterly of the
      Northwesterly Right-of-Way line of the Norfolk and Western Railroad. Said Parcel
      described more particularly as follows: Commencing at a disk marking the West
      One Quarter corner of the aforementioned Section 33, thence South 01 degrees
      02
      minutes 25 seconds East along the Section line a distance of 657.15 feet, thence
      South 89 degrees 18 minutes 26 seconds East a distance of 42.07 feet to an
      Iron
      pin on the East Right-of-Way line of S.B.I. Route 48, thence South 01 degrees
      00
      minutes 32 seconds East along said Right-of-Way line a distance of 562.43 feet
      to the true point of beginning, thence South 89 degrees 42 minutes 27 seconds
      East a distance of 694.52 feet to a point marking the beginning of a 150.00
      foot
      radius, tangent curve to the right, thence Southeasterly 229.43 feet along
      said
      curve whose long chord bears South 45 degrees 53 minutes 25 seconds East for
      a
      distance of 207.71 feet, thence South 02 degrees 04 minutes 23 seconds East
      a
      distance of 294.38 feet, thence South 88 degrees 18 minutes 51 seconds East
      a
      distance of 163.91 feet to an iron pipe on the Northerly Right-of-Way line
      of
      (FA. Route 65) IL Route 48, said pipe marks the beginning of a 660.00 foot
      radius curve to the right, thence Southwesterly 513.95 feet along said Northerly
      Right-of-Way line with said curve whose long chord bears South 71 degrees 41
      minutes 30 seconds West for a distance of 501.06 feet to an iron pipe, thence
      North 86 degrees 00 minutes 00 seconds West along said Northerly Right-of-Way
      line a distance of 499.36 feet to an iron pipe, thence North 42 degrees 52
      minutes 20 seconds West along said Northerly Right-of-Way line a distance of
      51.33 feet to an iron pipe on the East Right-of-Way line of S.B.I. Route 48,
      thence North 01 degrees 00 minutes 32 seconds West along said East Right-of-Way
      line a distance of 532.16 feet to the true point of beginning. Said parcel
      contains 11.441 acres, more or less, all in the County of Christian, State
      of
      Illinois.

    


    Basis
      of
      bearing is South 01 degrees 02 minutes 25 seconds East along the Section
      line.

    


    Parcel
      Identification Numbers: Parts of 17-13-33-301-003; 17-13-33-302-001;
      17-13-33-301-004 and 17-13-32-400-012

    



    
      
        
        

      

      
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