Exhibit
10.33


 


LEASE
AGREEMENT


 


This
Lease Agreement, made this 7th  day
of October 2003, by and between Gwen Reed (hereinafter referred to as the
“Lessor”) and Paragon Systems, Inc. (hereafter referred to as the “Lessee”).


 


WITNESSETH:


 


That
said Lessor does hereby lease, demise, and let unto the said Lessee, premises
known as 23l9 Market Place, Suite C, Huntsville, Alabama, containing
approximately 5600 square feet on two floors.


 


TO HAVE AND  TO HOLD the same for a term of one (1) year, commencing the
1st day of November, 2000, and ending the 31st day of October, 2001 for a total
annual rent as detailed below, payable in advance in equal monthly installments
on or before the first day of every month during the said term, according to
the following terms and conditions:


 


November 1, 2003 -
October 31,  2004. $15,000
per annum $1,250 per month.


 


SECURITY DEPOSIT:  A security deposit in the amount of $1,250 is
required, and receipt is hereby acknowledged. The deposit is to be returned to
Lessee upon satisfactory completion of this lease or to be retained by Lessor
as partial damages in the event Lessee docs not comply with all obligations of
this lease. Any refund due will be returned within 30 days after compliance
with the terms of this lease and/or of expiration of this lease.


 


1.               USE OF PREMISES: Said premises shall be
used and occupied by Lessee for the purpose of general office, sales office,
engineering and for any other related activity or for any other lawful purpose
which may be required in the conduct of the Lessee’s business.


 


2.               HOLDING OVER: 
In the event that Lessee shall hold over after the expiration of the
term of this Lease Agreement, such hold over shall be considered as tenancy on
a month-to-month basis. Rent during the hold over period shall be a rent of One
Hundred Fifty Percent (150%) of the rent in effect immediately prior to such
hold over period.


 


3.               MAINTENANCE AND REPAIRS:  Lessor covenants and agrees to maintain in
good order and repair, and replace when necessary, (i) the foundations, exterior
walls, roof, gutters, downspouts, all exterior lighting, and the structural
integrity of the building, (ii) all utility and service lines running to the
building(s), and all unexposed utility and service lines within the
building(s).


 


Lessee agrees to maintain in good
order and repair the grounds and landscaped areas of the Leased Premises and
keep the Leased Premises clean and free of trash and debris, including
providing janitorial services and trash removal for the interior of the Leased
Premises. Lessee shall be responsible for minor maintenance inside the suite up
to $200 per incident, including but not limited to light bulbs, ballast, HVAC
filters, faucet and toilet repair.


 


Lessor shall have the right to
enter the Leased Premises at all reasonable times for the purpose of (i)
inspecting said Leased Premises and (ii) conducting said maintenance and
repairs, provided, however, that Lessor shall take reasonable steps not to
interfere with the ability of Lessee to conduct its business.


 
















 


4.               TAXES: 
Except as provided herein, Lessor covenants and agrees to pay all real
estate taxes, charges, and assessments on the Leased Premises. Lessee shall pay
for all telephone service required during the term of this lease.


 


5.               UTILITIES: Lessee shall pay for all necessary
water, gas and electrical service, and other utilities required during the term
of this lease. Lessee shall pay for all telephone service required during the
term of this lease.


 


6.               LAWS AND REGULATIONS:  Lessor hereby stipulates that the Leased
Premises are in full and complete compliance with all Federal, State, County,
and local laws, charters, ordinances, and regulations, and Lessor covenants and
agrees to keep the Leased Premises at Lessor’s own cost and expense in
compliance with all Federal, State, County, and local laws, charters,
ordinances, and regulations unless such compliance is required because of the
peculiar use by the Lessee of the Leased Premises, in which event such
compliance shall be by Lessee at Lessee’s own cost and expense without limiting
in any way the obligations of Lessor as set forth above.  Lessee agrees to comply with all Federal,
State, County, and local laws, relating to the use of the Leased Premises or
the business to be conducted thereon; provided, however, should the conduct of
the aforementioned business on said Leased Premises not be permitted for any
reason, other than a reason caused by the act or omission to act of the Lessee,
this Lease Agreement shall terminate forthwith, and Lessee shall have no further
liability hereunder, except for rent due and payable through the month in which
the Lease Agreement is so terminated.


 


7.               TRADE FIXTURE, ALTERATIONS AND IMPROVEMENTS:  All trade fixtures, alterations and tenant
improvements, and equipment installed by Lessee, shall be considered personal
property and shall remain in the property of the Lessee, and may be removed by
the Lessee at any time; provided, however, that Lessee at its own cost and
expense shall restore the Leased Premises to substantially the same condition
as before the installation thereof, reasonable wear and tear excepted, and
shall otherwise repair any damage caused by such removal.  Lessee shall not effect any alterations or
improvements to the Leased Premises without the written consent of the Lessor,
which consent shall not be unreasonably withheld.  Such alterations and improvements shall be
made in a good and workman-like manner and incompliance with all laws and
regulations of any governmental agency having jurisdiction over the Leased Premises.
Lessee shall hold the Lessor and the Leased Premises harmless against all
claims and demands of every kind and character which may result from or arise
out of making such alterations and improvements, except those caused by Lessor
or Lessor’s agents.  Lessor may enter the
Leased Premises at any reasonable hour to inspect such alterations and
improvements and verify compliance with the terms and conditions of its
consent.  Lessee will not cause or permit
to stand any mechanic’s, laborer’s, material man’s, or other liens against
Leased Premises or improvements thereon in connection with work of any
character performed or material furnished to said premises by or at the
direction or sufferance of Lessee.


 


8.               RIGHT TO CONTEST LIENS AND TAXES:  Lessee shall have the right to contest in
good faith the validity or amount of any lien, tax, imposition, charge, or
assessment imposed upon the Leased Premises. Lessor hereby agrees to cooperate
in the institution, defense, and maintenance of any such action or proceeding
at the expense of the Lessee, and Lessor may, at its own expense, without
Lessee’s request, institute, defend, and maintain any action or proceeding to
contest the validity or amount of any such lien, tax, imposition, charge, or
assessment provided that any such action or proceeding instituted by Lessee or
Lessor may be


 
















 


instituted and maintained only if,
and so long as, the enforcement of any such lien, tax, imposition, charge, or
assessment by sale or otherwise shall be stayed, by reason of such action or
proceeding, or of a bond filed, or of a deposit made in connection therewith.
Promptly after the determination of any such contest adverse to the Lessee or
the Lessor and prior to the enforcement of any lien, tax, imposition, charge or
assessment, Lessee shall (i) pay and discharge the amount of any such lien and
related expenses with respect to all Lessee-initiated contests or (ii)
reimburse Lessor for the amount of any such tax or assessment to the extent it
has not already made its proportionate share payment to the Lessor on account
thereof.


 


9.               QUIET ENJOYMENT:  Lessor covenants and agrees that if the
Lessee pays the rent and all other charges herein provided and shall perform
all of the covenants and agreements herein stipulated to be performed on the
Lessee’s part, Lessee shall at all times during the term of this Lease
Agreement have the peaceable and quiet enjoyment and possession of the Leased
Premises.


 


10.         DAMAGE OR DESTRUCTION:  Damages which render fifty percent (50%) or
more of the square-foot area of the building(s) of the Leased Premises unfit
for the purpose of Lessee’s business shall be considered Substantial
Destruction. Damages which render less than fifty percent (50%) but more than
thirty percent (30%) of the square-foot area of the building(s) of the Leased
Premises unfit for the purpose of Lessee’s business shall be considered a
Substantial Destruction subject to special treatment. Damages, which render
thirty percent (30%), or less of the square-foot area of the building(s) of the
Leased Premises unfit for the purpose of Lessee’s business shall be considered
a Partial Destruction.


 


If, during the term of this Lease
Agreement, or any extension thereof, the Leased Premises shall be substantially
destroyed (“Substantial Destruction”) by fire, the elements, or any other
cause, this Lease Agreement, at the option of Lessor or Lessee and upon written
notice delivered by the terminating party to the other party within ten (10)
business days after the date of said destruction, shall thereupon cease and
terminate, and each party shall be released from further obligation thereunder,
and Lessor shall refund to Lessee any portion of the rent paid in advance and
not earned at the time of said destruction; provided however, that should Lessor
elect to terminate this Lease Agreement and/or not repair damages to Leased
Premises, caused by a Substantial Destruction of less than fifty percent (50%)
but more than thirty percent (30%) as defined above, Lessee shall have the
option of making such repairs and paying the cost thereof, if any, in excess of
the insurance proceeds, and such action by Lessee shall negate the option
otherwise available to Lessor to terminate this Lease Agreement and Lessee
shall be entitled to a rent deduction during the period of restoration pursuant
to Partial Destruction provisions described below; and in addition, Lessee
shall be entitled to a credit against future rent beginning with the first
month following said restoration in an amount equal to Lessee’s cost of repairs
plus ten percent (10%) of the cost of such repairs. If neither party elects to
terminate this Lease Agreement pursuant to the foregoing, Lessor shall be
deemed to have elected to restore the Leased Premises substantially to their
condition before such Substantial Destruction. Lessor shall commence the
restoration within thirty (30) calendar days and complete said restoration
within one hundred twenty (120) calendar days from the date of such Substantial
Destruction.


 


If however, during the term of this
Lease Agreement, or any extension thereof, the premises shall be partially
destroyed (“Partial Destruction”) by fire, the elements, or any other cause,
then the Lessor shall repair the Leased Premises at Lessor’s expense as rapidly
as possible, but the elapsed time shall not exceed one hundred twenty (120)
calendar days from the date


 
















 


of such Partial Destruction, and
Lessee shall be entitled to a reduction of rent, in proportion’s to the area of
the Leased Premises rendered unfit for occupancy, until the Leased Premises are
restored to their condition before said destruction.


 


11.         INSURANCE: 
Lessor shall not be liable for any damage or destruction by fire, the
elements, or any other cause, however the same may occur, to the trade
fixtures, equipment, and other items located on the Leased Premises and not
owned by Lessor, and Lessee hereby waives and releases Lessor from any claim
for such damage which Lessee may suffer, and further waives and releases Lessor
from any right of subrogation against Lessor for such damages, Lessor covenants
and agrees to procure and continue in full force and effect during the term of
this lease fire and extended-coverage insurance upon the Leased Premises, and
Lessor hereby waives and releases Lessee from any claim for such damages which
Lessor may suffer and further waives and releases any right of subrogation
against Lessee for any loss or damage due to fire, the elements, or any other
cause, however the same may occur. Each party shall cause each insurance policy
obtained by it, in connection with this Lease Agreement, to provide that the
insurance company shall waive all right of recovery by way of subrogation
against the other party in connection with any damage covered by any policy.


 


Lessee covenants and agrees to protect
and save Lessor harmless from any and all claims for injuries to persons and
property occurring on the Leased Property and arising from acts or omissions to
act by the Lessee, other than those caused by Lessor or Lessor’s agents; and
Lessee further agrees that it shall, at its own cost and expense, procure and
continue in full force and effect during the term of this Lease Agreement
General Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00).


 


Liability, fire, and causality
insurance policies covering the Leased Premises and applicable personal
property, obtained by Lessor and Lessee, shall include endorsements thereto (i)
waiving any and all rights of subrogation by the insurers and (ii) naming the
non procuring party(s) as additional insured, as their interest may appear.


 


Lessor and Lessee shall provide the
non-procuring party(s) with copies of all insurance policies, or other evidence
of insurance, obtained pursuant of this paragraph 11.


 


12.         DEFAULT: 
Lessor and Lessee agree that if default be made in the fulfillment or
performance of any of the material covenants or agreements herein specified to
be fulfilled by the Lessor or the Lessee, as the case may be, and such default
is not cured within thirty (30) days from the receipt by Lessor or Lessee or
written notice thereof from the non-breaching party of any such default, other
than a default in payment of the rent which must be cured within thirty (30)
days after such notice, then, if Lessor be in default, Lessee may (i) declare
this Lease Agreement terminated without further liability other than that which
has accrued, or (ii) cure said default(s) at Lessor’s cost, with the further
right to deduct from its rent any amounts which it reasonably expends in
connection with effecting such cure: and, if Lessee be in default, Lessor may
(i) collect by suit or otherwise each installment of rent as it becomes due
hereunder, or enforce any other term or provision hereof required to be kept or
performed by the Lessee;  or (ii) reenter
the Leased Premises and terminate this Lease Agreement, in which event Lessor
shall be entitled to recover from Lessee the amount of rent reserved hereunder
for the balance of the unexpired term. The non-defaulting party shall be
entitled to receive court costs and other expenses, including reasonable
attorney’s fees incurred in effecting the collection of rent, retaking
possession of the Leased Premises, curing any defaults, or exercising any other
rights or remedies that may be available to the non-defaulting party in
connection with such default.


 
















 


13.         ASSIGNMENT: 
Lessee shall not assign this Lease Agreement or sublet all or any
portion of the Leased Premises without first obtaining the written consent of
Lessor, which consent shall not be reasonable withheld; provided, however, that
Lessee shall be free to assign or sublet all or any portion of the Leased
Premises to any company which owns or is owned by Lessee.


 


14.         SURRENDER AT END OF TERM:  Lessee covenants to peaceably and quietly
surrender and yield up to the Lessor the entire Leased Premises upon the
termination of this lease and in good order and condition, reasonable wear and
tear, and damage by fire, the elements, or any other cause, excepted.


 


15.         NOTICES: 
All notices required or permitted hereunder shall be deemed to have been
given and properly serviced if mailed in any United States Post Office by
certified or registered mail, postage prepaid, addressed to Lessor at:


 


Gwen Reed

1833 University Drive, NW

Huntsville, AL 35801


 


Or to Leasee at:


 


Paragon Systems, Inc.

3317 Triana Boulevard

Huntsville, AL 35805


 


16.         APPLICABLE LAW: This Least Agreement is
made and the relationship of the parties shall be construed, interpreted, and
applied in accordance with the laws of the State of Alabama.


 


17.         SUBORDINATION: Lessee agrees to execute
such instruments as may be necessary to subordinate this Lease Agreement to any
bonafide mortgage or deed or trust encumbrance now or at any time hereafter
upon the Leased Premises, whether or not the aggregate amount thereof shall
exceed the aggregate amount of the encumbrance now upon the Leased Premises,
and Lessee hereby appoints Lessor its attorney in fact to execute such
instruments in its behalf; provided, however, that no such subordination shall
affect Lessee’s right to quiet enjoyment of the Leased Premises while Lessee is
in performance of its obligations hereunder.


 


18.         SIGNS: Lessee understand and agrees that
all exterior signs at the Leased Premises shall be subject to the written
approval of the Lessor, which approval shall not be unreasonably withheld.


 


19.         SUCCESSORS AND ASSIGNS: This Lease Agreement shall
be binding upon and insure to the benefit of the parties and their respective
heirs, administrator, executors, successors, and assigns.


 


20.         EMINENT DOMAIN: If the whole or any part of
the Leased Premises is taken for any public purpose so as to render the
premises untenantable for the purpose and utilization by Lessee in performance
of its business, this Lease Agreement shall thereupon cease and terminate, and
each party shall be released from further obligation thereunder and Lessor
shall refund to Lessee any portion of the rent paid in advance and not earned
at the date of


 
















 


said possession. All damages
awarded for such taking will belong to the Lessor and Lessee, as their
interests may appear.


 


21.         RECORDATION: 
This Lease Agreement shall not be recorded, except that if either party
requests the other party to do so, the parties shall execute for recording a
memorandum of lease which is reasonable acceptable to the party requesting
recordation.


 


22.         CONSTRUCTION IMPROVEMENTS:  Lessee agrees to take the premises on an
as-is basis.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Lease Agreement to be executed by there duly authorized
representatives all on the day and year first written above.


 


 


WITNESSETH:


 


 


	
   

  	
   

  	
  LESSEE: Paragon Systems, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:  

  	
  /s/ Charles Keathley

  
	
  DATE

  	
  10/7/03

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE: 

  	
  PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LESSOR:

  	
  /s/ Gwen Reed

  
	
   

  	
   

  	
   

  	
  Gwen Reed

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE

  	
  10-9-03