cltechsb2a2112807ex1013.htm


    Exhibit
      10.13


    
      	 	
              COMMERCIAL
                LEASE

               

              This
                Lease, made and
                entered into, this 12th day of October,
                2007

               

              by
                and
                between                                           Pershing
                Properties, LLC

               

               

            
	
              Parties

            	
              hereinafter
                called Lessor/Landlord and

               

              Cleantech
                Biofuels, Inc.

               

              Hereinafter
                called Lessee/Tenant

              WITNESSETH,
                That the said Lessor for and in consideration of the rents, covenants
                and
                Agreements hereinafter mentioned and hereby agreed to be paid, kept
                and
                performed by Said Lessee, or Lessees, successors and assigns, has
                leased
                and by these presents does lease To said Lessee the following described
                premises, situated in the
                             County          of

              St.
                Louis
                            State
                of Missouri, to-wit:

               

               

               

            
	
              Premises

            	
              7386
                Pershing

              Sf.
                Louis, MO 63130

              Approximately
                1,800 square feet on the first floor and approximately 700 square
                feet
                basement storage area subject to dampness.

               

               

            
	
              Use
                of

              Premises

            	
              To
                have and to hold the same, subject to the conditions herein contained,
                and
                for no other purpose or business than that of

               

              General
                office

               

               

            
	
              Term
                and

              Rental

            	
              for
                and during the term of    Three
                Years

              commencing
                on the    First day available for
                occupancy

              and
                ending on the     Last day of October
                2010 (expected to be Nov. 15, 2007)

              At
                the yearly rental of    Twenty One Thousand
                Six Hundred and No/100 ($21,600.00) Dollars

              payable
                in advance in equal monthly installments of One Thousand Eight
                Hundred and No/100 ($1,800.00) Dollars

               

              If
                the monthly rent which is due on the first of the month is not received
                in
                Agents office by the fifth day of the month, then a penalty of 5%
                of
                monthly rent must be included.

               

              on
                the   First    day of
                each and every month during the said term.

            
	
              Assignment

              or

              Sub-Letting

            	
              This
                lease is not assignable, nor shall said premises or any part thereof
                be
                sublet, used or permitted to be used for any purpose other that above
                set
                forth without the written consent of the Lessor endorsed hereon;
                and if
                this lease is assigned or the premises or any part thereof sublet
                without
                the written consent of the Lessor, or if the Lessee shall become
                the
                subject of a court proceeding in bankruptcy or liquidating receivership
                or
                shall make an assignment for the benefit of creditors, this lease
                may be
                such fact or unauthorized act be cancelled at the option of the Lessor.
                Any assignment of this lease or subletting of said premises or any
                part
                thereof with the written consent of the Lessor shall not operate
                to
                release the Lessee from the fulfillment on Lessee’s part of the covenants
                and agreements herein contained to be by said Lessee performed, nor
                authorize any subsequent assignment or subletting without the written
                consent of the Lessor.

               

            
	
              Repairs

              and

              Alterations

            	
              All
                repairs and alterations deemed necessary by Lessee shall be made
                by said
                Lessee at Lessee’s costs and expense with the consent of Lessor; and all
                repairs and alterations so made shall remain as a part of the realty;
                all
                plate and other glass now in said demised premises is at the expense
                of
                said Lessee.

              The
                Lessor reserves the right to prescribe the form, size, character
                and
                location of any and all awnings affixed to and all signs which may
                be
                placed or painted upon any part of the demised premises, and the
                Lessee
                agrees not to place any awning or sign on any part of the demised
                premises
                without the written consent of the Lessor, or to bore or cut into
                any
                column, beam or any part of the demised premises without the written
                consent of Lessor. The Lessee and all holding under said Lessee agrees
                to
                use reasonable diligence in the care and protection of said premises
                during the term of this lease, to keep the water pipes, AND sewer
                drains
                in good order and repair and to surrender said premises at the termination
                of this lease in substantially the same and in as good condition
                as
                received, ordinary war and tear expected.

              The
                Lessee agrees to keep said premises in good order and repair and
                free from
                any nuisance or filth upon or adjacent thereto, and not to use or
                permit
                the use of the same or any part thereof for any purpose forbidden
                by law
                or ordinance now in force or hereafter enacted in respect to the
                use
                occupancy of said premises. The Lessor or legal representatives may,
                at
                all reasonable hours, enter upon said premises for the purpose of
                examining the condition thereof and making such repairs as Lessor
                may see
                fit to make.

              If
                the cost of insurance to said Lessor on said premises shall be increased
                by reason of the occupancy and use of said demised premises by said
                Lessee
                or other person under said Lessee, all such increase over the existing
                rate shall be paid by said Lessee to said Lessor on demand. The Lessee
                agrees to pay double rent for each day the Lessee, or an one holding
                under
                the Lessee, shall retain the demised premises after the termination
                of
                this lease, whether by limitation or forfeiture.

               

            
	
              Damage

              To
                Tenants

              Property

            	
              Lessor
                shall not be liable to said Lessee or any other person or corporation,
                including employees, for any damage to their person or property caused
                by
                water, rain, snow, frost, fire, storm and accidents, or by breakage,
                stoppage or leakage of water, gas, heating and sewer pipes or plumbing,
                upon, about or adjacent to said premises.

              The
                destruction of said building or premises by fire, or the elements,
                or such
                material injury thereto as to render said premises unquestionably
                untenantable for 90 days, shall at the option of said
                Lessor or Lessee produce and work a termination of this
                lease.

              If
                the Lessor and Lessee cannot agree as to whether said building or
                premises
                are unquestionably untenantable for 90 days, the fact
                shall be determined by arbitration; the Lessor and the Lessee shall
                each
                choose an arbitrator within five days after either has notified the
                other
                in writing of such damage, the two so chosen, before entering on
                the
                discharge of their duties, shall elect a third, and the decision
                of any
                two of such arbitrators shall be conclusive and binding upon both
                parties
                hereto.

              If
                it is determined by arbitration, or agreement between the Lessor
                and the
                Lessee, that said building is not unquestionably untenantable for
                90 days, then said Lessor must restore said building
                at
                Lessor’s own expense, with all reasonable speed and promptness, and I such
                case a just and proportionate part of said rental shall be abated
                until
                said premises have been restored.

              Failure
                on the part of the Lessee to pay any installment of rent or increase
                in
                insurance rate promptly as above set out, as and when the same becomes
                due
                and payable, or failure of the Lessee promptly and faithfully to
                deep and
                perform each and every covenant, agreement and stipulation herein
                on the
                part of the Lessee to be kept and performed, shall at the option
                of the
                Lessor cause the forfeiture of this lease.

              Possession
                of the within demised premises and all additions and permanent
                improvements thereof shall be delivered to Lessor upon ten days’ written
                notice that Lessor has exercised said option, and thereupon Lessor
                shall
                be entitled to and may take immediate possession of the demised premises,
                any other notice or demand being hereby waived.

              Any
                and all notices to be served by the Lessor upon the Lessee for any
                breach
                of covenant of this lease, or otherwise, shall be served upon the
                Lessee
                in person, or left with anyone in charge of the premises, or posted
                upon
                some conspicuous part of said premises.

              Said
                Lessee will quit and deliver up the possession of said premises to
                the
                Lessor or Lessor’s heirs, successors, agents or assigns, when this lease
                terminates by limitation or forfeiture, with all window glass replaced,
                if
                broken, and with all keys, locks, bolts, plumbing fixtures, elevator,
                sprinkler, boiler and heating appliances in as good order and condition
                as
                the same are now, or may hereafter be made by repair in compliance
                with
                all covenants of this lease, save only the wear thereof from reasonable
                and careful use.

            
	
              Re-Entry

            	
              But
                it is hereby understood, and Lessee hereby covenants with the Lessor,
                that
                such forfeiture, annulment or voidance shall not relieve the Lessee
                from
                the obligation of the Lessee to make the monthly payments of rent
                hereinbefore reserved, at the times and in the manner aforesaid;
                and in
                case of any such default of the Lessee, the Lessor mar re-let the
                said
                premises as the agent for and in the name of the Lessee at any rental
                readily obtainable, applying the proceeds and avails thereof, first,
                to
                the payment of such expense as the Lessor may be put to in re-entering,
                and then to the payment of said rent as the same may from time to
                time
                become due, and toward the fulfillment of the other covenants and
                agreements of the Lessee herein contained, and the balance, if any,
                shall
                be paid to the Lessee; and the Lessee hereby covenants and agrees
                that if
                the Lessor shall recover or take possession of said premises as aforesaid,
                and be unable to re-let and rent the same so as to realize a sum
                equal to
                the rent hereby reserved, the Lessee shall and will pay to the Lessor
                any
                and all loss of difference of rent for the residue of the term. The
                Lessee
                hereby give to the Lessor the right to place and maintain its usual
“for
                rent” signs upon the demised premises, in the place that the same are
                usually displayed on property similar to that herein demised, for
                the last
                thirty days of this lease.

               

              The
                provisions of the addendums attached hereto are incorporated herein
                by
                reference. Exhibit A, Exhibit B and Exhibit
                C

               

              Lessee
                will be responsible for their own gas and electric and maintenance
                of
                interior of space to include replacing light bulbs and cleaning.
                Lessee
                will be allowed to use trash service of building (University City)
                as long
                as the amount of trash is not excessive. If it becomes excessive
                the
                Lessee must pay for their own trash service.

               

              Their
                will be an annual adjustment of the base rent on the anniversary
                date of
                lease of 3% per year.

               

              Parking
                for space will be used in conjunction with other tenants of the building.
                Four (4) spaces.

               

              Lessee
                must obtain an occupancy permit from University City otherwise lease
                shall
                become null and void.

               

              Lessee
                will have option of renewing this lease for an additional 2 years
                providing Lessee notifies Lessor in writing 90 days prior to the
                expiration of primary term - all terms & conditions remain the
                same.

               

              First
                rental payment is due when Lessee received occupancy permit.

               

            
	
              No

              Constructive

              Waiver

            	
              No
                waiver of any forfeiture, by acceptance of rent or otherwise, shall
                waive
                any subsequent cause of forfeiture, or breach of any condition of
                this
                lease; nor shall any consent by the Lessor to any assignment or subletting
                of said premises, or any part thereof, be held to waive or release
                any
                assignee or sub-lessee from any of the foregoing conditions or covenants
                as against him or them; but every such assignee and sub-lessee shall
                be
                expressly subject thereto.

              Whenever
                the word “Lessor” is used herein it shall be construed to include the
                heirs, executors, administrators, successors, assigns or legal
                representatives of the Lessor; and the word “Lessee” shall include the
                heirs, executors, administrators, successors, assigns or legal
                representative of the Lessee and the words Lessor and Lessee shall
                include
                single and plural, individual or corporation, subject always to the
                restrictions herein contained, as to subletting or assignment of
                this
                lease.

              IN
                WITNESS WHEREOF, the said parties aforesaid have duly executed the
                foregoing instrument or caused the same to be executed the day and
                year
                first above written.

            
	 	 	 
	 	 	 
	 	 	
              Pershing
                Properties LLCLessor

            
	 	 	 
	 	 	 
	 	 	
              /s/

            
	 	 	
              /s/
                President 10/16/07

            
	 	 	
              Cleantech
                Biofuels, Inc. Lessee

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STATE
      OF MISSOURI

    


                     
      of
                    }
      ss.

    


    


    On
      this
      _________ day of __________________ in the year _____, before me

    


    _________________________________________________________,
      a Notary Public in and for said state, personally appeared
      ____________________________________, known to me to be the person[s) described
      in and who executed the within Commercial Lease, and acknowledged to me that
      he/she executed the same as his/her/their free act and deed for the purposes
      therein stated.

    


    IN
      TESTIMONY, I set my hand and affixed my official seal in the City or
      County and State aforesaid, on the day and year above written.

    


    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                term expires:

            


    

    
      


    

    


    STATE
      OF MISSOURI

    


                     
      of
                    }

    


    


    On
      this ___________ day of
      _______________________________________, 20_____,
before me, ____________________________________,
a
      Notary Public in and for said state,personally
      appeared, _________________________________, who being by me
      duly sworn, did say that he/she is the _____________________ of
______________________________, a Corporation of the
      State of _____________________________, and that the seal affixed to the
      foregoing instrument is the corporate seal of said corporation, and that said
      instrument was signed and sealed in behalf of said corporation,

    


    by
      authority of its Board of Directors; and said _______________________
      acknowledges said instrument to be the free act and deed of said
      corporation.

    


    IN
      TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
      seal in the _______________________ And State aforesaid, the day and
      year first above written.

    


    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                term expires:

            


    

    
      


    

    


    


    STATE
      OF MISSOURI

    


                     
      of
                    }

    


    


    On
      this ___________ day of
      _______________________________________, 20_____,
before me, ____________________________________,
a
      Notary Public in and for said state,personally
      appeared, _________________________________, who being by me
      duly sworn, did say that he/she is the _____________________ of
______________________________, a Corporation of the
      State of _____________________________, and that the seal affixed to the
      foregoing instrument is the corporate seal of said corporation, and that said
      instrument was signed and sealed in behalf of said corporation,

    


    by
      authority of its Board of Directors; and said _______________________
      acknowledges said instrument to be the free act and deed of said
      corporation.

    


    IN
      TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
      seal in the _______________________ And State aforesaid, the day and
      year first above written.

    


    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                term expires:

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      “A”

    


    ADDENDUM

    


    THIS
      ADDENDUM TO COMMERCIAL LEASE IS entered into by and between
Pershing Properties LLC Hereinafter called “Lessor”, and
Cleantech Biofuels, Inc. hereinafter called
“Lessee”,
      and is part of a Lease Agreement of even date, attached hereto, with respect
      to
      certain “Leased Premises” defined therein. To the extent that the provisions
      contained in this Addendum are inconsistent with or conflict with the
      pre-printed provisions of the Commercial Lease attached hereto, the provisions
      of this Addendum shall control and govern the rights of the
      parties.

    


    IN
      CONSIDERATION OF the rents paid by Lessee and the mutual covenants
      contained herein, the parties agree as follows:

    


    Section
      1. Payments. All rental payments are to be made to Lessor at such
      address as Lessor shall from time to time designate. If Lessee shall fail to
      pay; when the same is due and payable, any rent or any additional rent, such
      unpaid amounts shall bear interest from the due date of payment at the rate
      of
_5_% of the only rental
      amount.

    


    Section
      2. Security Deposits. Concurrently with the execution of this
      Lease, Lessee shall deliver to Lessor a sum of Three Thousand Six
      Hundred and No/100 ($3,600.00) ($1,200.00) as
      security for Lessee’s performance of the covenants and conditions of this Lease.
      The deposited money may be co-mingled with other funds of Lessor and Lessor
      shall not be liable for interest. If Lessee shall default with respect to any
      covenant or condition of this Lease, including but not limited to the payment
      of
      rent, Lessor may apply all or part of the security deposit to the payment of
      any
      sum in default or any other sum which Lessor may be required to spend b reason
      of Lessee’s default. Should Lessee comply with all of the covenants and
      conditions of this Lease, the security deposit or any balance thereof shall
      be
      returned to Lessee at the expiration of the term thereof.

    


    Section
      3. Utilities. Lessor shall not be responsible for any
      discontinuation or interruption of any utility service and any such
      discontinuation or interruption of any utility service and any such
      discontinuation or interruption shall not give either party the right to
      terminate this Lease or cause the rent or additional rent provided herein to
      be
      abated. Lessor may, with notice to Lessee, or without notice in the case of
      an
      emergency, cut off and discontinue gas, water, electricity and any or all other
      utilities whenever such discontinuance is necessary in order to make repairs
      or
      alterations. No such action by Lessor shall be construed as an eviction or
      disturbance of possession or as an election by Lessor to terminate this Lease,
      nor shall Lessor be in any way responsible or liable for such
      action.

    


    Section
      4. Insurance; Indemnity; Liability: Tenant shall comply with all
      insurance regulations so the lowest fire, lightening, explosion, extended
      coverage and liability insurance rates may be obtained; and nothing shall be
      done or kept in or on the premises by Tenant or which will cause cancellation
      of
      any such insurance or which will cause an increase for the premium for any
      such
      insurance on the premises on any contents located therein, over the premium
      usually charged for the proper use of the premises as permitted by the Lease.
      On
      demand, Tenant shall reimburse Landlord for insurance premiums if so provided
      in
      the paragraph captioned “Basic Terms” prorated on a daily basis for any partial
      year.

    Tenant
      shall at all times indemnify, defend and hold harmless Landlord from all loss,
      liability, cost or damages that may occur or be claimed with respect to any
      person, entity or property, on or about the premises or to the property itself
      resulting from any act or omission of Tenant, its agents, employees, invitees
      or
      any person on the premises related to Tenant’s use, occupancy, non-use or
      possession of the premises and any and all loss, cost, liability or expense
      resulting therefrom except to the extent cause by Landlord’s misconduct or
      negligence. Tenant shall maintain the premises in a safe and careful
      manner.

    Tenant
      shall maintain adequate insurance on its personal property used or kept in
      the
      premises and shall maintain comprehensive public liability insurance with a
      responsible insurance company licensed to do business in Missouri; and
      satisfactory to Landlord, properly protecting and indemnifying Landlord in
      an
      amount of not less than One Million Dollars ($1,000,000) for injury to or death
      of any one person, Three Million Dollars ($3,000,000) for personal injury to
      or
      death of two or more persons arising out of any one occurrence and not less
      than
      One Hundred Thousand Dollars (100,000) with respect to property damage. Tenant
      shall furnish Landlord with a certificate or certificates of insurance covering
      such insurance so maintained by Tenant.

    


    Section
      5. Increase in Taxes or Insurance. Lessee agrees to pay to Lessor,
      as additional rent, an amount equal to Lessee’s share of any increase in the
      amount of real estate taxes and assessments over and above the amount of such
      taxes and assessments for the calendar year, if any, and Lessee’s share of any
      increase in the cost of insurance over and above the cost of insurance for
      the
      policy year 2006, if any. Such payments shall be paid by
      Lessee to Lessor within thirty (30) days following written notice by Lessor
      to
      Lessee that such amount is due and payable.

    “Lessee’s
      Share” as used in this Paragraph shall be based on the ratio which the number of
      square feet of area in the Leased Premises bears to the total number of rentable
      square feet of area in the property of which the Leased Premises are a part.
      For
      the purpose of this Lease, Lessee’s Share is: 16.6%. If
      the term of this Lease shall terminate other than on the last day of a calendar
      year, any excess for such final year shall be prorated based on the number
      of
      months of tenancy during such year.

    “Real
      Estate Taxes” as used in the Paragraph shall include all governmental taxes,
      levies, and assessments with respect to the Leased Premises or the property
      of
      which the Leased Premises are a part.

    “Insurance”
      as used in this Paragraph means the insurance maintained by Lessor insuring
      against loss or damage by fire and against all other risks of a similar or
      dissimilar nature as are covered by endorsement commonly known as “supplemental
      or extended coverage” in amounts not less than one hundred percent ( 1 00%) of
      the full replacement value of the property of which the Leased Premises are
      a
      part, fixtures and contents. Any increase shall be an increased insurance cost
      to be paid by Lessee.

    


    Section
      6. Tax on Leased Premises. Lessee shall be responsible for and
      shall pay before delinquency all municipal, county or state taxes assessed
      during the term of this Lease against any leasehold interest or personal
      property of any kind, owned by or placed in, upon or about the Leased Premises
      by the Lessee.

    


    Section
      7. Maintenance and Repair. Lessee shall be responsible for and
      shall perform, as it shall be necessary to keep the Leased Premises in good
      order, condition and repair. If Lessee refuses or neglects to repair property
      as
      required hereunder, and to the reasonable satisfaction of Lessor as soon as
      reasonably possible after written demand, Lessor may make such repairs without
      liability to Lessee for any loss or damage that may occur to Lessee’s
      merchandise, fixtures or other property and Lessee shall pay Lessor’s costs for
      making such repairs, upon presentation of a bill therefore, as additional rent.
      Lessor will maintain all mechanical systems.

    


    Section
      8. Lessee’s Property. At the termination of this Lease, Lessee
      agrees to remove such of Lessee’s equipment, goods and effects as are not
      permanently affixed to the Leased Premises, to remove such of the alterations
      and additions made by Lessee as Lessor may request, alterations made by Lessee,
      to restore the Leased Premises to its original condition as Lessor may request;
      and except for such alterations and additions which Lessor may request Lessee
      to
      remove, which theretofore shall be removed by Lessee, Lessee shall peaceably
      yield up the Leased Premises and all alterations and additions thereto,
      including but not limited to, all fixtures, furnishings, floor coverings, and
      equipment which are permanently affixed to the Leased Premises, and all air
      conditioning, heating and cooling equipment serving the Leased Premises, which
      shall thereupon become the property of Lessor, clean and in good order, repair
      and condition, normal wear and tear expected. Lessee reserves the right to
      remove all trade fixtures, attached or unattached, from the
      premises.

    


    Section
      9. Condition of Leased Premises. Lessee accepts the Leased Premises
      and the property of which the Leased Premises are a part in their present
      condition thereof or as to the use or occupancy which may be made
      thereof.

    


    Section
      10. Personal Property. Landlord shall not be liable for any loss or
      damage to any merchandise, inventory, goods, fixtures, improvements or personal
      property in or about the premises, unless the cause of such loss or damage
      is
      the result of Landlord’s negligence or intentional act.

    


    Section
      11. Hazardous Substances. Tenant covenants and warrants that Tenant
      will at all times comply with and conform to all laws, statutes, ordinances,
      rules and regulations of any governmental or regulatory authorities which relate
      to the transportation, storage, placement, handling, treatment, discharge,
      generation, production or disposal of any waste, petroleum product, waste
      products, radioactive waste, polychlorinated byphenyls, asbestos, hazardous
      materials of any kind, and any substances which are regulated by any law,
      statue, ordinance, rule or regulation. Tenant further agrees it will indemnify,
      defend, save and hold harmless Landlord and Landlord’s officers, directors,
      shareholders, employees and agents and their respective heirs, successors and
      assigns against and from any and all damages, claims, liabilities, loss, costs
      and expenses incurred by or asserted against the indemnified parities by reason
      of or arising out of the breach of any of the representations or undertakings
      contained in this section.

    


    Section
      12. Eminent Domain. If the premises or any substantial part thereof
      shall be taken by any competent authority under the power of eminent domain
      or
      be acquired for any public or quasi-public use or purpose, this Lease shall
      terminate upon the date when the possession of the premises or the part thereof
      so taken shall be required for such use or purpose and without apportionment
      of
      the award, and Tenant shall have no claim against Landlord for the value of
      any
      unexpired lease term. If any condemnation proceeding shall be instituted in
      which it is sought to take or damage any part of Landlord’s building or the land
      under it or if the grade of any street or alley adjacent to the building is
      changed by any competent authority and such change of grade makes it necessary
      or desirable to remodel the building to conform to the changed grade, Landlord
      shall have the right to cancel this Lease after having given written notice
      of
      cancellation to Tenant no less than ninety (90) days prior to the date of
      cancellation designated in the notice. In either case, rent at the then current
      rate shall be apportioned as of the date of the termination. No money or other
      consideration shall be payable by Landlord to Tenant for the right of
      cancellation and Tenant shall have no right to share in the condemnation award
      or in any judgment for damages caused by the taking or change of grade. Nothing
      in this paragraph shall preclude an award being made to Tenant for loss of
      business or depreciation to and cost of removal of equipment or fixtures.
      Landlord shall advise Tenant upon receipt of any notice received by Landlord
      concerning any condemnation.

    


    SECTION
      13. DEFAULT AND REMEDIES. If: (a) Tenant fails to comply with any
      material term of this Lease; (b) Tenant deserts or vacates the premises; (c)
      any
      petition is filed by or the bankruptcy law; (d) Tenant becomes insolvent or
      makes a transfer in fraud of creditors; (e) or Tenant makes an assignment for
      the benefit of creditors; or (f) a receiver is appointed for Tenant or any
      of
      the assets of Tenant, then in any of such events, Tenant shall be in default
      and
      Landlord shall have the option to do anyone or more of the following: upon
      thirty (30) days’ prior written notice, excepting the payment of rent or
      additional rent for which no demand or notice shall be necessary, in addition
      to
      and not in limitation of any other remedy permitted by law, to enter upon the
      premises or any part thereof either with or without process of law, and to
      expel, remove and put out Tenant or any other persons who might be thereon,
      together with all personal property found therein; and, Landlord may terminate
      this Lease or it may from time to time, without termination this Lease, rent
      the
      premises or any part thereof for such term or terms (which may be for a term
      extending beyond the lease term) and at such rent and upon such terms s Landlord
      in its sole discretion may deem advisable, with the right to repair, renovate,
      remodel, redecorate, alter and change the premises. At the option of Landlord,
      rents received by Landlord from such reletting shall be applied first to the
      payment of any indebtedness from tenant to Landlord other than rent and
      additional rent due hereunder; second, to payment of any costs and expenses
      of
      such reletting, including, without limitation, attorneys’ fees, advertising fees
      and brokerage fees, and to the payment, exclusive of renovation for a new
      tenant, of any repairs, renovation, remodeling, rent, and interest, due and
      payable under this Lease, and, if after applying such rents against the rent
      and
      additional rent and interest Tenant must pay Landlord under this Lease there
      remains a possession of the premises shall be construed as an election on
      Landlord’s part to terminate or accept a surrender of this Lease unless Landlord
      gives Tenant a prior written notice of such thereafter elect to terminate this
      Lease for such previous breach and default. Should Landlord at any time
      terminate this Lease by reason of any default, in addition to any other remedy
      it may have, it may recover from Tenant the worth at the time of such
      termination of the excess of the amount of rent and additional rent reserved
      in
      this Lease for the balance of the lease term over the then reasonable rental
      value of the premises for the same period. The parties shall have the right
      and
      remedy to seek redress in the courts at any times to correct or remedy any
      default by injunction or otherwise, without such result being deemed a
      termination of or acceptance of surrender of this Lease, and Landlord, whether
      this Lease has been terminated or not, shall have the absolute right by court
      action or other wise to collect any and all amounts of unpaid rent or unpaid
      additional rent or any other sums due from Tenant to Landlord under this Lease
      which were or are unpaid at the date of termination. If either party uses an
      attorney to enforce its rights or to collect any amount payable under this
      Lease, then in each case the prevailing party shall receive reasonable
      attorneys’ fees and expenses incurred by it from the other party.

    


    SECTION
      14. WAIVER. The rights and remedies of the parties under this
      Lease, as well as those provided or accorded by law, shall be cumulative, and
      none shall be exclusive of any other rights or remedies hereunder or allowed
      by
      law. A waiver by either party of any breach or breaches, default or defaults,
      of
      either party hereunder shall not be deemed to be a continuing waiver of such
      breach or default nor as a waiver of or permission, expressed or implied, for
      any subsequent breach or default; and it is agreed that the acceptance by
      landlord of any installment of rent subsequent to the date the same should
      have
      been paid hereunder shall in no manner alter or affect the covenant and
      obligation of Tenant to pay subsequent installments of rent promptly upon the
      due date thereof. No receipt of money by landlord after the termination of
      this
      Lease in any way shall reinstate, continue or extend the lease
      term.

    


    SECTION
      15. HOLDING OVER. If Tenant holds over after this Lease or any
      renewal or extension thereof expires or terminates, Tenant will pay double
      rent
      for the entire hold-over period, and, unless Landlord and Tenant enter a written
      “hold-over agreement” expressly identified as such, Tenant shall be deemed a
      trespasser and shall have no right to the premises whatsoever. Tenant shall
      further be liable to Landlord for all direct and consequential damages caused
      by
      such hold-over and for all attorneys’ fees and expenses incurred by Landlord in
      enforcing its rights under this Lease.

    


    SECTION
      16. ALTERATIONS. Tenant shall not make any alterations or additions
      in or to the premises without the prior written consent of
      Landlord.

    


    SECTION
      17. UTILITIES OR SERVICES. Tenant shall furnish and pay for all
      electricity, gas, water and any services or utilities used in or assessed
      against the premises, unless otherwise expressly provided in this
      Lease.

    


    SECTION
      18. PUBLIC REQUIREMENT. Tenant shall comply with all laws, orders,
      ordinances and other public requirements now or hereafter affecting the premises
      or the use thereof, including, without limitation, environmental laws and
      accessibility laws, and indemnify, defend and hold Landlord harmless from
      expense or damage resulting from failure to do so.

    


    SECTION
      19. DAMAGE BY CASUALITY. If the premises or any building of which
      the premises form a part, shall be destroyed or shall be so damaged by fire
      or
      other casualty, as to become untenantable, then, at Landlord’s option, this
      Lease shall terminate from the date of such damage or destruction and Tenant
      shall immediately surrender the premises to Landlord, and Tenant shall pay
      rent,
      prorated on a daily basis, to the time property became untenantable; provided,
      however, that Landlord shall exercise its option to terminate this lease by
      written notice to Tenant within twenty (20) days after such damage or
      destruction. If landlord does not elect to terminate this lease, then this
      Lease
      shall continue in full force and Landlord shall repair the premises using
      reasonable diligence to put the same in as good a condition as prior to the
      damage or destruction, and for the purpose may enter the premises. Rent shall
      abate in proportion to the extent and duration of untenantability. In either
      event, Tenant shall remove all rubbish, debris, merchandise, furniture,
      equipment and other of its personal property within ten (10) days after the
      request of the Landlord. If the fire or other casualty does not render the
      premises untenantable and unfit for occupancy, then Landlord shall repair the
      same using reasonable diligence but rent shall not abate. Tenant shall have
      no
      claim for compensation or otherwise resulting from the inconvenience or
      annoyance arising from such repairs of any portion of any building or the
      premises, however occurring.

    


    SECTION
      20. ASSIGNMENT AND SUBLETING. Tenant may not assign this Lease or
      allow it to be assigned by operation of law or otherwise, or sublet the premises
      or any part thereof, or use or permit the premises to be used for any purpose
      not permitted by this Lease without the prior written consent of Landlord to
      each such assignment, sublease, or change in use, which consent will not be
      unreasonably withheld.

    


    SECTION
      21. ESTOPPEL CERTIFICATE. Tenant shall from time to time upon not
      less than ten (10) days prior written request by Landlord, deliver to Landlord
      a
      written certificate stating as follows: that this Lease is unmodified and in
      full force, or if modified, that the Lease as modified is in full force, the
      dates to which rent or other charges have been paid, and that Landlord is not
      in
      default under this Lease except for such defaults, if any, described in detail
      in such certificate.

    


    SECTION
      22. SUBORDINATION. This Lease shall also be subject and subordinate
      in law and equity to any existing or future mortgage or deed of trust placed
      by
      Landlord upon the premises or the property of which the premises form a part.
      Upon request, Tenant shall execute any documents reasonably required to confirm
      such subordination.

    


    SECTION
      23. QUIET POSSESSION. Landlord agrees that if Tenant performs fully
      all of its obligations under this Lease, Tenant shall and may peaceably and
      quietly have, hold and enjoy their premises; provided that such covenant of
      quiet enjoyment shall only bind the named Landlord, its heirs, successors,
      or
      assigns during such party’s ownership of the premises. Landlord and Tenant
      further represent that each has full right, title, power and authority to make,
      execute and deliver this Lease.

    


    SECTION
      24. SUCCESSORS AND ASSIGNS. All the covenants, agreements and
      conditions herein contained shall extend to and be binding upon the respective
      successors, heirs, executors, administrators, assigns, receivers or other
      personal representatives of the parties to this Lease. Neither this Lease nor
      any interest therein shall pass to any trustee or receiver in bankruptcy or
      to
      any other receiver or assignee for the benefit of creditors by operation of
      law
      or otherwise. Upon request, Tenant shall attorn to any successor to Landlord
      and
      shall execute any documents reasonably required to carry out such
      attornment.

    


    SECTION
      25. ENTIRE AGREEMENT. This Lease supersedes all prior negotiations
      and agreements between the parties hereto. The parties have made no
      representations, warranties, understandings or agreements other than those
      expressly set forth herein.

    


    SECTION
      26. AMENDMENTS. This Lease may be amended or modified in whole or
      in part only by a written agreement executed in the same manner as this Lease
      and making specific reference thereto.

    


    SECTION
      27. CONSTRUCTION. Unless the context otherwise requires, when used
      in the Lease, the singular includes the plural and vice versa, and the masculine
      includes the feminine and neuter and vise versa. A person is deemed to include
      an individual or any entity. If any provisions of this Lease be officially
      found
      to be contrary to law, or void as against public policy or otherwise, such
      provisions shall be either modified to conform to the laws or considered
      severable with the remaining provisions hereof continuing in full force. The
      titles and headings in this Lease are used only to facilitate reference, and
      in
      no way to define or limit the scope or intent of any of the provisions of this
      Lease. This Lease may be executed in two or more counterparts, all of which
      taken together shall constitute one instrument. All exhibits attached to this
      Lease and signed or initialed by Landlord and tenant are incorporated herein
      by
      reference. This Lease shall be governed by the internal laws of
      Missouri.

    


    SECTION
      28. NOTICES. All notices, consents, approvals, requests, waivers,
      objections, or other communications (collectively “Notices”) required under this
      Lease shall be in writing and shall be served by hand delivery, by prepaid
      United States certified mail, return receipt requested, or by reputable
      overnight delivery service guaranteeing next-day delivery and providing a
      receipt, and addressed to Tenant at the premises or to Landlord where rent
      is
      payable or at such other address as either party shall designate by written
      notice t the other party. Notices shall be deemed effective the day after
      mailing or upon the receipt or refusal of either hand delivery or next-day
      delivery.

    


    TIMELY
      AND EXACT PERFORMANCE IS ESSENTIAL TO THIS LEASE

    


    IN
      WITNESS WHEREOF, the parties have executed this Lease on the date(s)
      indicated below their respective signature.

    


    
      	
              LANDLORD/LESSOR:

            	
              TENANT/LESSEE:

            
	 	 
	 	 
	
              By:

            	 	
              By:

            	
               

            
	 	
              Pershing
                Properties LLC

            	 	
              Cleantech
                Biofuels Inc.

            
	 	 
	
              Dated:

            	 	
              Dated:

            	
              /s/
                10/16/07