lmi10k031509ex3.htm


    Exhibit 10.3


      LEASE

      


      BY AND
BETWEEN

      


      


      ACQUIPORT
DFWIP, INC.,

      A
DELAWARE CORPORATION,

      


      


      AS
LANDLORD

      


      


      AND

      


      


      PRECISE
MACHINE PARTNERS, L.L.P.,

      A TEXAS
LIMITED LIABILITY PARTNERSHIP,

      


      


      AS
TENANT

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      MULTI-TENANT
INDUSTRIAL NET LEASE

      


      REFERENCE
PAGES

      


      
        
          
            	
                    BUILDING:

                  	
                    Trinity
      Boulevard

                     

                  
	
                    LANDLORD:

                  	
                    Acquiport
      DFWIP, Inc., a Delaware corporation

                     

                  
	
                    LANDLORD’S
      ADDRESS:

                  	
                    c/o
      RREEF Management Company, 1406 Halsey Way, Suite 110, Carrollton, TX
      75007

                     

                  
	
                    WIRE
      INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:

                  	
                    Acquiport
      DFWIP, Inc., 75 Remittance Drive, Suite 1125, Chicago, IL
      60675-1125

                     

                  
	
                    LEASE
      REFERENCE DATE:

                  	
                    May
      19, 2008

                     

                  
	
                    TENANT:

                  	
                    Precise
      Machine Partners, L.L.P., a Texas limited liability
      partnership

                     

                  
	
                    TENANT’S
      NOTICE ADDRESS:

                  	 
      
	 
      	
                    (a)

                  	
                    As
      of beginning of Term:

                  	
                    14813
      Trinity Boulevard, Fort Worth, TX 76155

                     

                  
	 
      	
                    (b)

                  	
                    Prior
      to beginning of Term (if different):

                  	
                    2215
      River Hill Road, Irving, TX 75061

                     

                  
	
                    PREMISES
      ADDRESS:

                  	
                    14813
      Trinity Boulevard, Fort Worth, TX 76155

                     

                  
	
                    PREMISES
      RENTABLE AREA:

                  	
                    Approximately
      21,032 sq. ft. (for outline of Premises see Exhibit
      A)

                     

                  
	
                    USE:

                  	
                    General
      office and the storage, distribution, fabrication, machining, finishing,
      and assembly of aircraft components (some of which may be sold for
      non-aircraft use)

                     

                  
	
                    SCHEDULED
      COMMENCEMENT DATE:

                  	
                    July
      1, 2008

                     

                  
	
                    TERM
      OF LEASE:

                  	
                    Approximately
      five (5) years, two (2) months and zero (0) days beginning on the
      Commencement Date and ending on the Termination Date. The period from the
      Commencement Date to the last day of the same month is the “Commencement
      Month.”

                     

                  
	
                    TERMINATION
      DATE:

                  	
                    The
      last day of the sixty-second (62nd) full calendar month after (if the
      Commencement Month is not a full calendar month), or from and including
      (if the Commencement Month is a full calendar month), the Commencement
      Month

                  


          

        

      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      ANNUAL
RENT and MONTHLY INSTALLMENT

      OF RENT
(Article 3):

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Period

                                                      	
                                                        Rentable
      Square

                                                        Footage

                                                      	
                                                        Annual
      Rent

                                                        Per
      Square Foot

                                                      	
                                                        Annual
      Rent

                                                      	
                                                        Monthly
      Installment

                                                        of
      Rent

                                                      
	
                                                        from

                                                      	
                                                        through

                                                      
	
                                                        7/1/08

                                                      	
                                                        8/31/08

                                                      	
                                                        21,032

                                                      	
                                                        $-0-

                                                      	
                                                        $-0-

                                                      	
                                                        $-0-

                                                      
	
                                                        9/1/08

                                                      	
                                                        8/31/11

                                                      	
                                                        21,032

                                                      	
                                                        $4.50

                                                      	
                                                        $94,644.00

                                                      	
                                                        $7,887.00

                                                      
	
                                                        9/1/11

                                                      	
                                                        8/31/13

                                                      	
                                                        21,032

                                                      	
                                                        $4.80

                                                      	
                                                        $100,953.60

                                                      	
                                                        $8,412.80

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          	
                  INITIAL
      ESTIMATED MONTHLY INSTALLMENT OF RENT ADJUSTMENTS (Article
    4):

                	
                  $2,681.58

                   

                   

                
	
                  TENANT'S
      PROPORTIONATE SHARE:

                	
                  23.2%

                   

                
	
                  SECURITY
      DEPOSIT:

                	
                  None

                   

                
	
                  ASSIGNMENT/SUBLETTING
      FEE:

                	
                  $1,000.00

                   

                
	
                  REAL
      ESTATE BROKER DUE COMMISSION:

                	
                  CB
      Richard Ellis and RREEF Management Company

                   

                
	
                  TENANT'S
      SIC CODE:

                	
                  3728

                   

                
	
                  AMORTIZATION
      RATE:

                	
                  Ten
      Percent (10%) per annum

                


        

      

      


      The
Reference Pages information is incorporated into and made a part of the Lease.
In the event of any conflict between any Reference Pages information and the
Lease, the Lease shall control. This Lease includes Exhibits A through F, all of
which are made a part of this Lease.

      


      
        	
                LANDLORD:

                 

                ACQUIPORT
      DFWIP, INC., a Delaware corporation

              	
                TENANT:

                 

                PRECISE
      MACHINE PARTNERS, L.L.P., a Texas limited liability
      partnership

              
	 
      	 
      	 
      
	
                By:

              	
                _____________________________________

              	
                By:

              	
                _____________________________________

              
	
                Name:

              	
                Anthony
      James

              	
                Name:

              	
                _____________________________________

              
	
                Title:

              	
                Vice
      President

              	
                Title:

              	
                _____________________________________

              
	
                Dated:

              	
                ________________________________,
      2008

              	
                Dated:

              	
                ________________________________,
      2008

              


      

      


      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

                                                          Page

       

      
         

        
          	
                  1.

                	
                  USE
      AND RESTRICTIONS ON USE

                   

                	
                  1

                
	
                  2.

                	
                  TERM

                   

                	
                  4

                
	
                  3.

                	
                  RENT

                   

                	
                  5

                
	
                  4.

                	
                  RENT
      ADJUSTMENTS

                   

                	
                  5

                
	
                  5.

                	
                  INTENTIONALLY
      DELETED

                   

                	
                  9

                
	
                  6.

                	
                  ALTERATIONS

                   

                	
                  9

                
	
                  7.

                	
                  REPAIR

                   

                	
                  9

                
	
                  8.

                	
                  LIENS

                   

                	
                  10

                
	
                  9.

                	
                  ASSIGNMENT
      AND SUBLETTING

                   

                	
                  11

                
	
                  10.

                	
                  INDEMNIFICATION

                   

                	
                  13

                
	
                  11.

                	
                  INSURANCE

                   

                	
                  13

                
	
                  12.

                	
                  WAIVER
      OF SUBROGATION

                   

                	
                  14

                
	
                  13.

                	
                  SERVICES
      AND UTILITIES

                   

                	
                  14

                
	
                  14.

                	
                  HOLDING
      OVER

                   

                	
                  14

                
	
                  15.

                	
                  SUBORDINATION

                   

                	
                  15

                
	
                  16.

                	
                  RULES
      AND REGULATIONS

                   

                	
                  15

                
	
                  17.

                	
                  REENTRY
      BY LANDLORD

                   

                	
                  15

                
	
                  18.

                	
                  DEFAULT

                   

                	
                  15

                
	
                  19.

                	
                  REMEDIES

                   

                	
                  16

                
	
                  20.

                	
                  TENANT'S
      BANKRUPTCY OR INSOLVENCY

                   

                	
                  19

                
	
                  21.

                	
                  QUIET
      ENJOYMENT

                   

                	
                  20

                
	
                  22.

                	
                  CASUALTY

                   

                	
                  20

                
	
                  23.

                	
                  EMINENT
      DOMAIN

                   

                	
                  21

                
	
                  24.

                	
                  SALE
      BY LANDLORD

                   

                	
                  22

                


        

         

         

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        


        
          	
                  25.

                	
                  ESTOPPEL
      CERTIFICATES

                   

                	
                  :22

                
	
                  26.

                	
                  SURRENDER
      OF PREMISES

                   

                	
                  22

                
	
                  27.

                	
                  NOTICES

                   

                	
                  23

                
	
                  28.

                	
                  TAXES
      PAYABLE BY TENANT

                   

                	
                  23

                
	
                  29.

                	
                  INTENTIONALLY
      DELETED

                   

                	
                  23

                
	
                  30.

                	
                  DEFINED
      TERMS AND HEADINGS

                   

                	
                  23

                
	
                  31.

                	
                  TENANT'S
      AND LANDLORD'S AUTHORITY

                   

                	
                  24

                
	
                  32.

                	
                  FINANCIAL
      STATEMENTS AND CREDIT REPORTS

                   

                	
                  24

                
	
                  33.

                	
                  COMMISSIONS

                   

                	
                  24

                
	
                  34.

                	
                  TIME
      AND APPLICABLE LAW

                   

                	
                  25

                
	
                  35.

                	
                  SUCCESSORS
      AND ASSIGNS

                   

                	
                  25

                
	
                  36.

                	
                  ENTIRE
      AGREEMENT

                   

                	
                  25

                
	
                  37.

                	
                  EXAMINATION
      NOT OPTION

                   

                	
                  25

                
	
                  38.

                	
                  RECORDATION

                   

                	
                  25

                
	
                  39.

                	
                  CONDITION
      TO EFFECTIVENESS

                   

                	
                  25

                
	
                  40.

                	
                  RENEWAL
      OPTION

                   

                	
                  25

                
	
                  41.

                	
                  EXTERIOR
      SIGN

                   

                	
                  26

                
	
                  42.

                	
                  LIMITATION
      OF LANDLORD'S LIABILITY

                   

                	
                  26

                


        

         

         

        
          	
                  EXHIBIT A--FLOOR PLAN
      DEPICTING THE PREMISES

                	 
      
	
                  EXHIBIT
      A-1--SITE PLAN

                	 
      
	
                  EXHIBIT
      B -- INITIAL
      ALTERATIONS

                	 
      
	
                  EXHIBIT
      C -- COMMENCEMENT
      DATE MEMORANDUM

                	 
      
	
                  EXHIBIT
      D -- RULES AND
      REGULATIONS

                	 
      
	
                  EXHIBIT
      E -- HAZARDOUS
      MATERIALS SCHEDULE

                	 
      
	
                  EXHIBIT
      F -- LOCATION OF ADDITIONAL PARKING SPACES

                	 
      


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
       

       

      MULTI-TENANT
INDUSTRIAL NET LEASE

      


      REFERENCE
PAGES

      


      
        
          
            	
                    BUILDING:

                  	
                    Trinity
      Boulevard

                     

                  
	
                    LANDLORD:

                  	
                    Acquiport
      DFWIP, Inc., a Delaware corporation

                     

                  
	
                    LANDLORD’S
      ADDRESS:

                  	
                    c/o
      RREEF Management Company, 1406 Halsey Way, Suite 110, Carrollton, TX
      75007

                     

                  
	
                    WIRE
      INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:

                  	
                    Acquiport
      DFWIP, Inc., 75 Remittance Drive, Suite 1125, Chicago, IL
      60675-1125

                     

                  
	
                    LEASE
      REFERENCE DATE:

                  	
                    May
      19, 2008

                     

                  
	
                    TENANT:

                  	
                    Precise
      Machine Partners, L.L.P., a Texas limited liability
      partnership

                     

                  
	
                    TENANT’S
      NOTICE ADDRESS:

                  	 
      
	 
      	
                    (a)

                  	
                    As
      of beginning of Term:

                  	
                    14813
      Trinity Boulevard, Fort Worth, TX 76155

                     

                  
	 
      	
                    (b)

                  	
                    Prior
      to beginning of Term (if different):

                  	
                    2215
      River Hill Road, Irving, TX 75061

                     

                  
	
                    PREMISES
      ADDRESS:

                  	
                    14813
      Trinity Boulevard, Fort Worth, TX 76155

                     

                  
	
                    PREMISES
      RENTABLE AREA:

                  	
                    Approximately
      21,032 sq. ft. (for outline of Premises see Exhibit A)

                     

                  
	
                    USE:

                  	
                    General
      office and the storage, distribution, fabrication, machining, finishing,
      and assembly of aircraft components (some of which may be sold for
      non-aircraft use)

                     

                  
	
                    SCHEDULED
      COMMENCEMENT DATE:

                  	
                    July
      1, 2008

                     

                  
	
                    TERM
      OF LEASE:

                  	
                    Approximately
      five (5) years, two (2) months and zero (0) days beginning on the
      Commencement Date and ending on the Termination Date. The period from the
      Commencement Date to the last day of the same month is the “Commencement
      Month.”

                     

                  
	
                    TERMINATION
      DATE:

                  	
                    The
      last day of the sixty-second (62nd) full calendar month after (if the
      Commencement Month is not a full calendar month), or from and including
      (if the Commencement Month is a full calendar month), the Commencement
      Month

                  


          

        

      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      ANNUAL
RENT and MONTHLY INSTALLMENT

      OF RENT
(Article 3):

      


      
        
          
            
              	
                      Period

                    	
                      Rentable
      Square

                      Footage

                    	
                      Annual
      Rent

                      Per
      Square Foot

                    	
                      Annual
      Rent

                    	
                      Monthly
      Installment

                      of
      Rent

                    
	
                      from

                    	
                      through

                    
	
                      7/1/08

                    	
                      8/31/08

                    	
                      21,032

                    	
                      $-0-

                    	
                      $-0-

                    	
                      $-0-

                    
	
                      9/1/08

                    	
                      8/31/11

                    	
                      21,032

                    	
                      $4.50

                    	
                      $94,644.00

                    	
                      $7,887.00

                    
	
                      9/1/11

                    	
                      8/31/13

                    	
                      21,032

                    	
                      $4.80

                    	
                      $100,953.60

                    	
                      $8,412.80

                    


            

          

        

      

      


      
        	
                INITIAL
      ESTIMATED MONTHLY INSTALLMENT OF RENT ADJUSTMENTS (Article
    4):

              	
                $2,681.58

                 

                 

              
	
                TENANT'S
      PROPORTIONATE SHARE:

              	
                23.2%

                 

              
	
                SECURITY
      DEPOSIT:

              	
                None

                 

              
	
                ASSIGNMENT/SUBLETTING
      FEE:

              	
                $1,000.00

                 

              
	
                REAL
      ESTATE BROKER DUE COMMISSION:

              	
                CB
      Richard Ellis and RREEF Management Company

                 

              
	
                TENANT'S
      SIC CODE:

              	
                3728

                 

              
	
                AMORTIZATION
      RATE:

              	
                Ten
      Percent (10%) per annum

              


      

      


      The
Reference Pages information is incorporated into and made a part of the Lease.
In the event of any conflict between any Reference Pages information and the
Lease, the Lease shall control. This Lease includes Exhibits A through F, all of
which are made a part of this Lease.

      


      
        	
                LANDLORD:

                 

                ACQUIPORT
      DFWIP, INC., a Delaware corporation

              	
                TENANT:

                 

                PRECISE
      MACHINE PARTNERS, L.L.P., a Texas limited liability
      partnership

              
	 
      	 
      	 
      
	
                By:

              	
                _____________________________________

              	
                By:

              	
                _____________________________________

              
	
                Name:

              	
                Anthony
      James

              	
                Name:

              	
                _____________________________________

              
	
                Title:

              	
                Vice
      President

              	
                Title:

              	
                _____________________________________

              
	
                Dated:

              	
                ________________________________,
      2008

              	
                Dated:

              	
                ________________________________,
      2008

              


      

      


      


      LEASE

      


      By this
Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in
the Building as set forth and described on the Reference Pages. The Premises are
depicted on the floor plan attached hereto as Exhibit A. and the
Building is depicted on the site plan attached hereto as Exhibit A-1. The
Reference Pages, including all terms defined thereon, are incorporated as part
of this Lease.

      


      1.           USE AND RESTRICTIONS ON USE.

       

      1.1           The
Premises are to be used solely for the purposes set forth on the Reference
Pages. Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building or injure or unreasonably annoy or disturb
them, or allow the Premises to be used for any improper, immoral, unlawful, or
objectionable purpose, or commit any waste. Tenant shall not do, permit or
suffer in, on, or about the Premises the sale of any alcoholic liquor without
the written consent of Landlord first obtained. Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises and its occupancy and shall promptly comply with all governmental
orders and directions for the correction, prevention and abatement of any
violations in the Building or appurtenant land, caused or permitted by, or
resulting from the specific use by, Tenant, or in or upon, or in connection
with, the Premises, all at Tenant's sole expense. Landlord shall cause the
parking and sidewalk areas which comprise a portion of the Building to comply
with all governmental laws, ordinances, and regulations during the Term of this
Lease. Tenant shall not do or permit anything to be done on or about the
Premises or bring or keep anything into the Premises which will in any way
increase the rate of, invalidate or prevent the procuring of any insurance
protecting against loss or damage to the Building or any of its contents by fire
or other casualty or against liability for damage to property or injury to
persons in or about the Building or any part thereof.

      


      1.2           (a)
Tenant agrees that Tenant and its agents, employees, contractors, licensees, and
invitees (collectively, the "Tenant Entities") shall not handle, use,
manufacture, store or dispose of any flammables, explosives, radioactive
materials, hazardous wastes or materials, toxic wastes or materials, or other
similar substances, petroleum products or derivatives (collectively "Hazardous
Materials") on, under, or about the Premises, without Landlord's prior written
consent (which consent shall not be unreasonably withheld as long as Tenant
demonstrates and documents to Landlord's reasonable satisfaction (i) that such
Hazardous Materials (A) are necessary or useful to Tenant's business; and (B)
will be used, kept, and stored in compliance with all applicable laws relating
to any Hazardous Materials so brought or used or kept in or about the Premises;
and (ii) that Tenant will give all required notices concerning the presence in
or on the Premises or the release of such Hazardous Materials from the
Premises). Tenant may handle, store, use or dispose of products containing small
quantities of Hazardous Materials, which products are of a type customarily
found in offices and households (such as aerosol cans containing insecticides,
toner for copies, paints, paint remover, and the like), provided that Tenant
shall handle, store, use and dispose of any such Hazardous Materials in a safe
and lawful manner and shall not allow such Hazardous Materials to contaminate
the Premises or the environment.

      


      (b)           Tenant
further agrees that Tenant will not permit any substance to come into contact
with groundwater under the Premises. Any such substance coming into contact with
groundwater shall, regardless of its inherent hazardous characteristics, be
considered a Hazardous Material for purposes of this Lease.

      


      (c)           (i)
Notwithstanding the provisions of Paragraph (a), Tenant may handle, store, and
use Hazardous Materials, limited to the types, amounts, and use identified in
the Hazardous Materials Schedule attached as Exhibit E hereto, so long as such
products do not contain hydrocarbons or chlorinated solvents, and so long as
such Hazardous Materials are handled, stored, and used on the following
conditions: (A) prior to the handling, storage, or use of any of such Hazardous
Materials, Tenant shall provide to Landlord a Spill Prevention, Control and
Countermeasures Plan, as defined under applicable federal law, which plan is
subject to Landlord's prior written approval; and (B) all Hazardous Materials
shall be stored, used, and handled within secondary containment devices approved
by Landlord, and Tenant shall, at Tenant's sole cost and expense, seal the
concrete flooring in any area in which such Hazardous Materials are stored,
used, or handled, using a sealant approved by Landlord. If no Hazardous
Materials Schedule is attached to this Lease, then this Paragraph (c) shall be
of no force and effect. Tenant hereby certifies to Landlord that the information
provided by Tenant pursuant to this Paragraph (c) is true, correct, and
complete. Tenant covenants to comply with the use restrictions shown on the
attached Hazardous Materials Schedule. Tenant's business and operations, and
more especially its handling, storage, use and disposal of Hazardous Materials
shall at all times comply with all applicable laws pertaining to Hazardous
Materials. Tenant shall secure and abide by all permits necessary for Tenant's
operations on the Premises. Tenant shall give or post all notices required by
all applicable laws pertaining to Hazardous Materials. If Tenant shall at any
time fail to comply with this Paragraph (c), Tenant shall immediately notify
Landlord in writing of such noncompliance.

       

      (ii)
Tenant shall provide Landlord with copies of any Material Safety Data Sheets (as
required by the Occupational Safety and Health Act) relating to any Hazardous
Materials to be used, kept, or stored at or on the Premises, at least 30 days
prior to the first use, placement, or storage of such Hazardous Material on the
Premises. Landlord shall have 10 days following delivery of such Material Safety
Data Sheets to approve or forbid, in its sole discretion subject to the
limitation contained in Paragraph (a) above, such use, placement, or storage of
a Hazardous Material on the Premises.

      


      (iii)
Tenant shall not store hazardous wastes on the premises for more than 90 days;
"hazardous waste" shall have the meaning set forth in the Resource Conservation
and Recovery Act of 1976, as amended. Tenant shall not install any underground
or above ground storage tanks on the Premises. Tenant shall not dispose of any
Hazardous Material or solid waste on the Premises. In performing any alterations
of the Premises permitted by this Lease, Tenant shall not install any Hazardous
Material in the Premises without the specific prior written consent of
Landlord.

      


      (iv) Any
increase in the premiums for necessary insurance on the Building which arises
from Tenant's use and/or storage of Hazardous Materials shall be solely at
Tenant's expense. Landlord shall provide Tenant with written notice of any
proposed increase in Landlord's insurance premiums, including applicable
documentation from the insurer relating to such increase in premiums, that
Landlord claims are related to Tenant's use and/or storage of Hazardous
Materials at the Premises. Tenant shall procure and maintain at its sole expense
such additional insurance as may be necessary to comply with any requirement of
any Federal, State or local governmental agency with jurisdiction.

      


      (d)           If
Landlord, in its sole discretion, believes that the Premises or the environment
have become contaminated with Hazardous Materials or similar materials that must
be removed under applicable environmental laws, Landlord, in addition to its
other rights under this Lease, may enter upon the Premises, after providing
Tenant with written notice, and obtain samples from the Premises, including
without limitation the soil and groundwater under the Premises, for the purposes
of analyzing the same to determine whether and to what extent the Premises or
the environment have become so contaminated. Tenant may not perform any
sampling, testing, or drilling to locate any Hazardous Materials on the Premises
without Landlord's prior written consent; provided, however, Tenant shall have
the right to take confirmatory samples of soil and groundwater tested by
Landlord, and Landlord will cooperate with Tenant in coordinating the sampling
schedules of the environmental consultants involved in such sampling. Tenant
shall reimburse Landlord for the costs of any inspection, sampling and analysis
that discloses contamination for which Tenant is liable under the terms of this
Section 1.2.

      


      (e)           Without
limiting the above, Tenant shall reimburse, defend, indemnify and hold each and
all of the Landlord Entities (as hereinafter defined) harmless from and against
any and all claims, losses, liabilities, damages, costs and expenses, including
without limitation, loss of rental income, loss due to business interruption,
and reasonable attorneys' fees and costs, arising out of and directly related to
the use, manufacture, storage, or disposal of Hazardous Materials by Tenant or
the Tenant Entities on, under or about the Premises including, without
limitation, the costs of any required or necessary investigation, repair,
cleanup or detoxification and the preparation of any closure or other required
plans in connection herewith, whether voluntary or compelled by governmental
authority. The indemnity obligations of Tenant under this clause shall survive
any termination of this Lease. At Landlord's option, Tenant shall perform any
required or necessary investigation, repair, cleanup, or detoxification of the
Premises. In such case, Landlord shall have the right, in its sole discretion,
to approve all plans, consultants, and cleanup standards, such approval not to
be unreasonably withheld by Landlord. Tenant shall provide Landlord on a timely
basis with (i) copies of all documents, reports, and communications with
governmental authorities relating to Tenant's obligations under this Section
1.2, and (ii) notice and an opportunity to attend all meetings with regulatory
authorities. Tenant shall comply with all notice requirements and Landlord and
Tenant agree to cooperate with governmental authorities seeking access to the
Premises for purposes of sampling or inspection. No disturbance of Tenant's use
of the Premises resulting from activities conducted pursuant to this Paragraph
(e) shall constitute an actual or constructive eviction of Tenant from the
Premises. In the event that such cleanup extends beyond the termination of this
Lease, Tenant's obligation to pay rent (including additional rent and percentage
rent, if any) shall continue until such cleanup is completed and any certificate
of clearance or similar document has been delivered to Landlord; provided,
however, that Tenant shall not be obligated to pay rent for any period of
cleanup delay if such delay was caused solely by Landlord ("Landlord Delay").
Rent during such holdover period shall be at market rent; if the parties are
unable to agree upon the amount of such market rent, then Landlord shall have
the option of (A) increasing the rent for the period of such holdover based upon
the increase in the cost-of-living from the third month preceding the
commencement date to the third month preceding the start of the holdover period,
using such indices and assumptions and calculations as Landlord in its sole
reasonable judgement shall determine are necessary; or (B) having Landlord and
Tenant each appoint a qualified MM appraiser doing business in the area; in
turn, these two independent MAI appraisers shall appoint a third MAI appraiser
and the majority shall decide upon the fair market rental for the Premises as of
the expiration of the then current term. Landlord and Tenant shall equally share
in the expense of this appraisal except that in the event the rent is found to
be within fifteen percent of the original rate quoted by Landlord, then Tenant
shall bear the full cost of all the appraisal process. In no event shall the
rent be subject to determination or modification by any person, entity, court,
or authority other than as set forth expressly herein, and in no event shall the
rent for any holdover period be less than the rent due in the preceding
period.

       

      (f)           Notwithstanding
anything to the contrary contained herein, Tenant shall have no liability to
Landlord for (i) any Hazardous Materials which are located at the Premises prior
to Tenant taking possession of the Premises and have not been placed at the
Premises by Tenant, its agents, employees or contractors, or (ii) any Hazardous
Materials which are placed or disposed of in or about the Premises by Landlord,
its employees, agents, or contractors.

      


      (g)           It
shall not be unreasonable for Landlord to withhold its consent to any proposed
assignment or sublease if (i) the proposed assignee's or sublessee's anticipated
use of the Premises involves the generation, storage, use, treatment or disposal
of Hazardous Materials; (ii) the proposed assignee or sublessee has been
required by any prior landlord, lender, or governmental authority to take
remedial action in connection with Hazardous Materials contaminating a property
if the contamination resulted from such assignee's or sublessee's actions or use
of the property in question; or (iii) the proposed assignee or sublessee is
subject to an enforcement order issued by any governmental authority with
jurisdiction in connection with the use, disposal, or storage of Hazardous
Materials.

      (h)           Tenant's
insurance, if any, insuring against claims of the type dealt with in this
Section 1.2 shall be considered primary coverage for claims against the Building
and the land on which the Building is located arising out of or under this
Section 1.2.

      


      (i)           In
the event of (i) any transfer of Tenant's interest under this Lease; or (ii) the
termination of this Lease, by lapse of time or otherwise, Tenant shall be
responsible for compliance with any and all applicable federal, state or local
laws concerning (A) the physical condition of the Premises, Building, or land on
which the Building is located, to the extent that Tenant's operations have
impacted the Premises, Building, or land on which the Building is located,
resulting in violation of applicable federal, state or local laws, or (B) the
presence of Hazardous Materials in or on the Premises, Building, or land on
which the Building is located (for example, the New Jersey Environmental Cleanup
Responsibility Act, the Illinois Responsible Property Transfer Act, or similar
applicable state laws), including but not limited to any reporting or filing
requirements imposed by such laws. Tenant's duty to pay rent shall continue
until Tenant's obligations imposed by applicable environmental laws and
regulations are satisfied in full and any certificate of clearance or similar
document has been issued by the governmental authority with jurisdiction,
excluding any period of Landlord Delay.

       

      (j)           All
consents given by Landlord pursuant to this Section 1.2 shall be in writing. If
such consents are not given, then such consents will be deemed
withheld.

      


      1.3           Tenant
and the Tenant Entities will be entitled to the non-exclusive use of the common
areas of the Building as they exist from time to time during the Term, including
the parking facilities, subject to Landlord's rules and regulations regarding
such use. However, in no event will Tenant or the Tenant Entities park more
vehicles in the parking facilities than Tenant's Proportionate Share of the
total parking spaces available for common use. Tenant's Proportionate Share of
the total parking spaces currently available for common use at the Building is
thirty-two (32) parking spaces. In addition, Landlord shall allow Tenant to
stripe, at Tenant's sole cost and expense, a portion of the loading area
adjacent to the Premises, in the location shown on Exhibit F hereto, to provide
approximately seventeen (17) additional automobile spaces for Tenant's exclusive
use; Tenant shall also be entitled, upon Landlord's prior written approval of
Tenant's plans and specifications therefor, to mark or otherwise designate such
additional spaces for Tenant's exclusive use. The foregoing shall not be deemed
to provide Tenant with an exclusive right to any parking spaces (except the
additional striped spaces in Tenant's loading area) or any guaranty of the
availability of any particular parking spaces or any specific number of parking
spaces.

      


      2.           TERM.

      


      2.1           The
Term of this Lease shall begin on the date ("Commencement Date") which shall be
the later of the Scheduled Commencement Date as shown on the Reference Pages and
the date that Landlord shall tender possession of the Premises to Tenant, and
shall terminate on the date as shown on the Reference Pages ("Termination
Date"), unless sooner terminated by the provisions of this Lease. Landlord shall
tender possession of the Premises with all the work, if any, to be performed by
Landlord pursuant to Exhibit B to this Lease substantially completed. The term
"substantially completed", as used herein, shall mean that (a) the Leasehold
Improvements have been completed except for minor punch list items which can be
fully completed without material interference with Tenant's use of the Premises,
and (b) such work has been sufficiently completed for the applicable
governmental authority to issue a certificate of occupancy to Tenant for the
Premises. Tenant shall deliver a punch list of items not completed within thirty
(30) days after Landlord tenders possession of the Premises and Landlord agrees
to proceed with due diligence to perform its obligations regarding such items.
Tenant shall, at Landlord's request, execute and deliver a memorandum agreement
provided by Landlord in the form of Exhibit C attached hereto, setting forth the
actual Commencement Date, Termination Date and, if necessary, a revised rent
schedule. Should Tenant fail to do so within thirty (30) days after Landlord's
request, the information set forth in such memorandum provided by Landlord shall
be conclusively presumed to be agreed and correct.

      


      2.2           Tenant
agrees that in the event of the inability of Landlord to deliver possession of
the Premises on the Scheduled Commencement Date for any reason, Landlord shall
not be liable for any damage resulting from such inability, but Tenant shall not
be liable for any rent until the time when Landlord can, after notice to Tenant,
deliver possession of the Premises to Tenant. No such failure to give possession
on the Scheduled Commencement Date shall affect the other obligations of Tenant
under this Lease, except that if Landlord is unable to deliver possession of the
Premises within one hundred twenty (120) days after the Scheduled Commencement
Date (other than as a result of strikes, shortages of materials, holdover
tenancies or similar matters beyond the reasonable control of Landlord and
Tenant is notified by Landlord in writing as to such delay), Tenant shall have
the option to terminate this Lease unless said delay is as a result of: (a)
Tenant's failure to agree to plans and specifications and/or construction cost
estimates or bids; (b) Tenant's request for materials, finishes or installations
other than Landlord's standard except those, if any, that Landlord shall have
expressly agreed to furnish without extension of time agreed by Landlord; (c)
Tenant's change in any plans or specifications; or, (d) performance or
completion by a party employed by Tenant (each of the foregoing, a "Tenant
Delay"). If any delay is the result of a Tenant Delay, the Commencement Date and
the payment of rent under this Lease shall be accelerated by the number of days
of such Tenant Delay.

       

      2.3           In
the event Landlord permits Tenant, or any agent, employee or contractor of
Tenant, to enter, use or occupy the Premises prior to the Commencement Date,
such entry, use or occupancy shall be subject to all the provisions of this
Lease other than the payment of rent, including, without limitation, Tenant's
compliance with the insurance requirements of Article 11. Said early possession
shall not advance the Termination Date.

      


      3.           RENT.

      


      3.1           Tenant
agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of
each full calendar month during the Term, except that rent for the first full
month for which rent is payable hereunder shall be paid upon the execution of
this Lease. The Monthly Installment of Rent in effect at any time shall be
one-twelfth (1/12) of the Annual Rent in effect at such time. Rent for any
period during the Term which is less than a full month shall be a prorated
portion of the Monthly Installment of Rent based upon the number of days in such
month. Said rent shall be paid to Landlord, without deduction or offset and
without notice or demand, at the Rent Payment Address, as set forth on the
Reference Pages, or to such other person or at such other place as Landlord may
from time to time designate in writing. If an Event of Default occurs, Landlord
may require by notice to Tenant that all subsequent rent payments be made by an
automatic payment from Tenant's bank account to Landlord's account, without cost
to Landlord. Tenant must implement such automatic payment system prior to the
next scheduled rent payment or within ten (10) days after Landlord's notice,
whichever is later. Unless specified in this Lease to the contrary, all amounts
and sums payable by Tenant to Landlord pursuant to this Lease shall be deemed
additional rent.

      


      3.2           Tenant
recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain. Tenant
therefore agrees that if rent or any other sum is not paid within five (5) days
after such rent or other sum becomes due and payable pursuant to this Lease, a
late charge shall be imposed in an amount equal to the greater of: (a) Fifty
Dollars ($50.00), or (b) six percent (6%) of the unpaid rent or other payment.
The amount of the late charge to be paid by Tenant shall be reassessed and added
to Tenant's obligation for each successive month until paid. The provisions of
this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other
payments on or before the date on which they are due, nor do the terms of this
Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this
Lease in the event said rent or other payment is unpaid after date
due.

      


      4.           RENT ADJUSTMENTS.

      


      4.1           For
the purpose of this Article 4, the following terms are defined as
follows:

      


      4.1.1           Lease Year: Each fiscal year
(as determined by Landlord from time to time) falling partly or wholly within
the Term.

       

      4.1.2           Expenses: All costs of
operation, maintenance, repair, replacement and management of the Building
(including the amount of any credits which Landlord may grant to particular
tenants of the Building in lieu of providing any standard services or paying any
standard costs described in this Section 4.1.2 for similar tenants), as
determined in accordance with generally accepted accounting principles,
including the following costs by way of illustration, but not limitation: water
and sewer charges; insurance charges of or relating to all insurance policies
and endorsements deemed by Landlord to be reasonably necessary or desirable and
relating in any manner to the protection, preservation, or operation of the
Building or any part thereof; utility costs, including, but not limited to, the
cost of heat, light, power, steam, gas; waste disposal; the cost of janitorial
services; the cost of security and alarm services (including any central station
signaling system); costs of cleaning, repairing, replacing and maintaining the
common areas, including parking and landscaping, window cleaning costs; labor
costs; costs and expenses of managing the Building including management and/or
administrative fees (which management fees shall not, for any calendar year
during the initial Term of this Lease, exceed five percent (5%) of the gross
receipts from the Building in such year); air conditioning maintenance costs;
material costs; equipment costs including the cost of maintenance, repair and
service agreements and rental and leasing costs; purchase costs of equipment;
current rental and leasing costs of items which would be capital items if
purchased; tool costs; licenses, permits and inspection fees; wages and
salaries; employee benefits and payroll taxes; accounting and legal fees; any
sales, use or service taxes incurred in connection therewith. In addition,
Landlord shall be entitled to recover, as additional rent (which, along with any
other capital expenditures constituting Expenses, Landlord may either include in
Expenses or cause to be billed to Tenant along with Expenses and Taxes but as a
separate item), Tenant's Proportionate Share of: (i) an allocable portion of the
cost of capital improvement items which are reasonably calculated to reduce
operating expenses; (ii) the cost of fire sprinklers and suppression systems and
other life safety systems; and (iii) other capital expenses which are required
under any governmental laws, regulations or ordinances which were not applicable
to the Building at the time it was constructed; but the costs described in this
sentence shall be amortized over the reasonable life of such expenditures in
accordance with such reasonable life and amortization schedules as shall be
determined by Landlord in accordance with generally accepted accounting
principles, with interest on the unamortized amount at one percent (1%) in
excess of the Wall Street Journal prime lending rate announced from time to
time. Expenses shall not include the following:

      


      (a)           original
Building construction costs, including the cost of correcting defects in such
construction, except that conditions resulting from ordinary wear and tear, use,
or vandalism shall not be deemed defects for purposes of this
exclusion;

      


      (b)           marketing
or advertising costs to solicit new tenants;

      


      (c)           wages,
salaries, or other compensation payable to any employee of Landlord above the
grade of building manager or property manager;

      


      (d)           repair,
restoration, or maintenance costs occasioned by fire, windstorm, or other
casualty or the exercise of the right of eminent domain, which are reimbursed by
third parties (including insurers), exclusive of reasonable deductibles which
shall be included in Expenses;

      


      (e)           expenses
in connection with services or benefits of a type that are not offered to
Tenant, but which are offered to another tenant or occupant;

      


      (f)           Landlord's
general administrative overhead expenses and partnership or corporate accounting
fees;

      


      (g)           costs
which are reimbursed by tenants of the Building (other than as part of their
proportionate share of Expenses) and costs which are reimbursed by other third
parties (including costs which are covered by a warranty, guarantee, or service
contract);

      


      (h)           payments
of interest on long-term debt or amortization payments on any mortgage executed
by Landlord covering the Building or rental payments under any ground or
underlying leases (except to the extent the same may be made to pay or
reimburse, or may be measured by, ad valorem taxes or insurance
premiums);

      


      (i)           costs
of selling, syndicating, financing, mortgaging, or hypothecating any of
Landlord's interest in the Building;

      


      (j)           any
interest or penalties due to late payment by Landlord of any
Expenses;

      


      (k)           depreciation
or amortization of the Building or equipment in the Building except as provided
herein,

      


      (l)           except
for the removal of reasonable quantities of Hazardous Materials used in the
ordinary course of operation of a building, costs and disbursements relating to
or arising from the handling, removal, treatment, or disposal of asbestos or
other Hazardous Materials (as hereinafter defined) in the Building;

      


      (m)           costs
incurred in renovating or improving vacant space for tenants or prospective
tenants of the Building;

      


      (n)           any
fines or penalties incurred due to violations by Landlord of any governmental
rule or authority;

      


      (o)           leasing
commissions, attorneys' fees, costs, disbursements and other expenses incurred
in connection with negotiations or disputes with tenants or leasing space to
tenants or prospective tenants of the Building; or

      


      (p)           the
cost of any replacement of the entire roof and any maintenance, repair, or
replacement of the structural portions of the foundation and exterior walls of
the Building.

      


      4.1.3           Taxes: Real estate taxes and
any other taxes, charges and assessments which are levied with respect to the
Building or the land appurtenant to the Building, or with respect to any
improvements, fixtures and equipment or other property of Landlord, real or
personal, located in the Building and used in connection with the operation of
the Building and said land, any payments to any ground lessor in reimbursement
of tax payments made by such lessor; all fees, expenses and costs incurred by
Landlord in investigating, protesting, contesting or in any way seeking to
reduce or avoid increase in any assessments, levies or the tax rate pertaining
to any Taxes to be paid by Landlord in any Lease Year; and all taxes of
whatsoever nature that are imposed wholly or in part in substitution for, or in
lieu of, any of the taxes, charges, and assessments included in this definition
of Taxes. Taxes shall not include any estate or inheritance tax, federal net
income tax or sales or use tax, or tax imposed upon any transfer by Landlord of
its interest in this Lease or the Building or any taxes to be paid by Tenant
pursuant to Article 28. If, due to a change in a method of taxation, any tax
shall be levied against Landlord wholly or in part in substitution for, or in
lieu of, a tax otherwise recoverable under this Section 4.1.3, such other tax
shall be deemed to be a Tax for the purposes of this Section 4.1.3 to the extent
not reimbursable by Tenant to Landlord under Article 28 of this Lease. Landlord
shall retain the sole right to participate in any proceedings to establish or
contest the amount of Taxes to be paid in connection with the Building;
provided, however, Landlord shall, in good faith, take all commercially
reasonable action to minimize Taxes.

       

      4.2           Tenant
shall pay as additional rent for each Lease Year Tenant's Proportionate Share of
Expenses and Taxes incurred for such Lease Year. Tenant shall remain obligated
to pay Tenant's Proportionate Share of Expenses and Taxes for the two-month
period during which no Monthly Installments of Rent are payable.

      


      4.3           The
annual determination of Expenses shall be made by Landlord and shall be binding
upon Landlord and Tenant, subject to the provisions of this Section 4.3. During
the Term, Tenant may review, at Tenant's sole cost and expense, the books and
records supporting such determination in an office of Landlord, or Landlord's
agent, during normal business hours, upon giving Landlord five (5) days advance
written notice within sixty (60) days after receipt of such determination, but
in no event more often than once in any one (1) year period, subject to
execution of a confidentiality agreement acceptable to Landlord, and provided
that if Tenant utilizes an independent accountant to perform such review it
shall be one of regional standing which is reasonably acceptable to Landlord, is
not compensated on a contingency basis and is also subject to such
confidentiality agreement. If Tenant fails to object to Landlord's determination
of Expenses within ninety (90) days after receipt, or if any such objection
fails to state with specificity the reason for the objection, Tenant shall be
deemed to have approved such determination and shall have no further right to
object to or contest such determination. In the event that during all or any
portion of any Lease Year or Base Year, the Building is not fully rented and
occupied Landlord shall make an appropriate adjustment in occupancy-related
Expenses for such year for the purpose of avoiding distortion of the amount of
such Expenses to be attributed to Tenant by reason of variation in total
occupancy of the Building, by employing consistent and sound accounting and
management principles to determine Expenses that would have been paid or
incurred by Landlord had the Building been at least ninety-five percent (95%)
rented and occupied, and the amount so determined shall be deemed to have been
Expenses for such Lease Year.

      


      4.4           Prior
to the actual determination thereof for a Lease Year, Landlord may from time to
time estimate Tenant's liability for Expenses and/or Taxes under Section 4.2,
Article 6 and Article 28 for the Lease Year or portion thereof. Landlord will
give Tenant written notification of the amount of such estimate and Tenant
agrees that it will pay, by increase of its Monthly Installments of Rent due in
such Lease Year, additional rent in the amount of such estimate. Any such
increased rate of Monthly Installments of Rent pursuant to this Section 4.4
shall remain in effect until further written notification to Tenant pursuant
hereto.

      


      4.5           When
the above mentioned actual determination of Tenant's liability for Expenses
and/or Taxes is made for any Lease Year and when Tenant is so notified in
writing, then:

      


      4.5.1           If
the total additional rent Tenant actually paid pursuant to Section 4.4 on
account of Expenses and/or Taxes for the Lease Year is less than Tenant's
liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to
Landlord as additional rent in one lump sum within thirty (30) days of receipt
of Landlord's bill therefor; and

      


      4.5.2           If
the total additional rent Tenant actually paid pursuant to Section 4.4 on
account of Expenses and/or Taxes for the Lease Year is more than Tenant's
liability for Expenses and/or Taxes, then Landlord shall credit the difference
against the then next due payments to be made by Tenant under this Article 4,
or, if the Lease has terminated, refund the difference in cash.

      


      4.6           If
the Commencement Date is other than January 1 or if the Termination Date is
other than December 31, Tenant's liability for Expenses and Taxes for the Lease
Year in which said Date occurs shall be prorated based upon a three hundred
sixty-five (365) day year.

       

      4.7           Notwithstanding
anything contained herein or in this Lease to the contrary, it is understood and
agreed that for purposes of calculating Tenant's Proportionate Share of Expenses
(excluding Non-Controllable Expenses, as hereinafter defined) in any Lease Year
in the initial Term of this Lease after calendar year 2008, the amount of
Expenses (excluding Non-Controllable Expenses) shall be limited to the
percentages of the actual amount of Expenses (excluding Non-Controllable
Expenses) in calendar year 2008 set forth below:

      


      
        
          
            
              	
                      Lease Year

                    	
                      %
      of the Actual Amount of Expenses (excluding Non-

                      Controllable Expenses) in Calendar Year
      2008

                    
	
                      2009

                    	
                      103%

                    
	
                      2010

                    	
                      106%

                    
	
                      2011

                    	
                      109%

                    
	
                      2012

                    	
                      113%

                    
	
                      2013

                    	
                      116%

                    


            

          

        

      

      


      As used
herein, the term "Non-Controllable Expenses" shall mean insurance premiums,
utility charges, management fees, governmentally mandated charges (including
sales tax), and the cost for snow removal and security services. Tenant's
liability for Non-Controllable Expenses and Taxes in any given Lease Year shall
not be similarly limited, and therefore, Tenant shall remain liable for the full
amount of Tenant's Proportionate Share of Non-Controllable Expenses and Taxes in
any Lease Year.

      


      5.           INTENTIONALLY DELETED.

      


      6.           ALTERATIONS.

      


      6.1           Except
for those, if any, specifically provided for in Exhibit B to this
Lease, Tenant shall not make or suffer to be made any alterations, additions, or
improvements, including, but not limited to, the attachment of any fixtures or
equipment in, on, or to the Premises or any part thereof or the making of any
improvements as required by Article 7, without the prior written consent of
Landlord. When applying for such consent, Tenant shall, if requested by
Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlord's consent shall not be unreasonably
withheld with respect to alterations which (i) are not structural in nature,
(ii) are not visible from the exterior of the Building, (iii) do not affect or
require modification of the Building's electrical, mechanical, plumbing, HVAC or
other systems, and (iv) in aggregate do not cost more than $5.00 per rentable
square foot of that portion of the Premises affected by the alterations in
question.

      


      6.2           In
the event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made by using either Landlord's
contractor or a contractor reasonably approved by Landlord, in either event at
Tenant's sole cost and expense. If Tenant shall employ any contractor other than
Landlord's contractor and such other contractor or any subcontractor of such
other contractor shall employ any non-union labor or supplier, Tenant shall be
responsible for and hold Landlord harmless from any and all delays, damages and
extra costs suffered by Landlord as a result of any dispute with any labor
unions concerning the wage, hours, terms or conditions of the employment of any
such labor. In any event Landlord may charge Tenant a construction management
fee not to exceed three percent (3%) of the cost of such work to cover its
overhead as it relates to such proposed work, plus third-party costs actually
incurred by Landlord in connection with the proposed work and the design
thereof, with all such amounts being due five (5) days after Landlord's
demand.

       

      6.3           All
alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all government laws, ordinances, rules and regulations, using
Building standard materials where applicable, and Tenant shall, prior to
construction, provide the additional insurance required under Article 11 in such
case, and also all such assurances to Landlord as Landlord shall reasonably
require to assure payment of the costs thereof, including but not limited to,
notices of non-responsibility, waivers of lien, surety company performance bonds
and funded construction escrows and to protect Landlord and the Building and
appurtenant land against any loss from any mechanic's, materialmen's or other
liens. Tenant shall pay in addition to any sums due pursuant to Article 4, any
increase in real estate taxes attributable to any such alteration, addition or
improvement for so long, during the Term, as such increase is ascertainable; at
Landlord's election said sums shall be paid in the same way as sums due under
Article 4. Landlord may, as a condition to its consent to any particular
alterations or improvements, require Tenant to deposit with Landlord the amount
reasonably estimated by Landlord as sufficient to cover the cost of removing
such alterations or improvements and restoring the Premises, to the extent
required under Section 26.2.

      


      7.           REPAIR.

      


      7.1           Landlord
shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except as specified in Exhibit B if attached
to this Lease and except that Landlord shall repair and maintain, in good order
and repair, the structural portions of the roof, foundation and walls of the
Building. Landlord shall additionally repair and maintain the parking,
driveways, and sidewalk areas which comprise a part of the Building. The cost of
Landlord's repair and maintenance obligations under this Section 7.1 will be
included as Expenses under Article 4 of this Lease. Landlord agrees that the
mechanical, electrical, plumbing, and heating, ventilating, and air conditioning
systems serving the Premises shall be in good working condition on the date that
Landlord delivers possession of the Premises to Tenant. By taking possession of
the Premises, Tenant accepts them as being in good order, condition and repair
and in the condition in which Landlord is obligated to deliver them, except as
set forth in the punch list to be delivered pursuant to Section 2.1. It is
hereby understood and agreed that no representations respecting the condition of
the Premises or the Building have been made by Landlord to Tenant, except as
specifically set forth in this Lease. Landlord shall not be liable for any
failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant.

      


      7.2           Tenant
shall at its own cost and expense keep and maintain all parts of the Premises
and such portion of the Building and improvements as are within the exclusive
control of Tenant in good condition, promptly making all necessary repairs and
replacements, whether ordinary or extraordinary, with materials and workmanship
of the same character, kind and quality as the original (including, but not
limited to, repair and replacement of all fixtures installed by Tenant, water
heaters serving the Premises, windows, glass and plate glass, doors, exterior
stairs, skylights, any special office entries, interior walls and finish work,
floors and floor coverings, heating and air conditioning systems serving the
Premises, electrical systems and fixtures, sprinkler systems, dock boards, truck
doors, dock bumpers, plumbing work and fixtures, and performance of regular
removal of trash and debris). Tenant as part of its obligations hereunder shall
keep the Premises in a clean and sanitary condition. Tenant will, as far as
possible keep all such parts of the Premises from deterioration due to ordinary
wear and from falling temporarily out of repair, and upon termination of this
Lease in any way Tenant will yield up the Premises to Landlord in good condition
and repair, loss by fire or other casualty excepted (but not excepting any
damage to glass). Tenant shall, at its own cost and expense, repair any damage
to the Premises or the Building resulting from and/or caused in whole or in part
by the negligence or misconduct of Tenant, its agents, employees, contractors,
invitees, or any other person entering upon the Premises as a result of Tenant's
business activities or caused by Tenant's default hereunder.

       

      7.3           Except
as provided in Article 22 and except to the extent caused by Landlord's gross
negligence or willful misconduct, there shall be no abatement of rent and no
liability of Landlord by reason of any injury to or interference with Tenant's
business arising from the making of any repairs, alterations or improvements in
or to any portion of the Building or the Premises or to fixtures, appurtenances
and equipment in the Building. Except to the extent, if any, prohibited by law,
Tenant waives the right to make repairs at Landlord's expense under any law,
statute or ordinance now or hereafter in effect.

      


      7.4           Tenant
shall, at its own cost and expense, enter into a regularly scheduled preventive
maintenance/ service contract with a maintenance contractor approved by Landlord
for servicing all heating and air conditioning systems and equipment serving the
Premises (and a copy thereof shall be furnished to Landlord). The service
contract must include all services suggested by the equipment manufacturer in
the operation/maintenance manual and must become effective within thirty (30)
days of the date Tenant takes possession of the Premises. Should Tenant fail to
do so, Landlord may, upon notice to Tenant, enter into such a
maintenance/service contract on behalf of Tenant or perform the work and in
either case, charge Tenant the cost thereof along with a reasonable amount for
Landlord's overhead.

      


      7.5           Landlord
shall coordinate any repairs and other maintenance of any railroad tracks
serving the Building and, if Tenant uses such rail tracks, Tenant shall
reimburse Landlord or the railroad company from time to time upon demand, as
additional rent, for its share of the costs of such repair and maintenance and
for any other sums specified in any agreement to which Landlord or Tenant is a
party respecting such tracks, such costs to be borne proportionately by all
tenants in the Building using such rail tracks, based upon the actual number of
rail cars shipped and received by such tenant during each calendar year during
the Term.

      


      8.           LIENS.
Tenant shall keep the Premises, the Building and appurtenant land and Tenant's
leasehold interest in the Premises free from any liens arising out of any
services, work or materials performed, furnished, or contracted for by Tenant,
or obligations incurred by Tenant. In the event that Tenant fails, within ten
(10) days following the imposition of any such lien, to either cause the same to
be released of record or provide Landlord with insurance against the same issued
by a major title insurance company or such other protection against the same as
Landlord shall accept (such failure to constitute an Event of Default), Landlord
shall have the right to cause the same to be released by such means as it shall
deem proper, including payment of the claim giving rise to such lien. All such
sums paid by Landlord and all expenses incurred by it in connection therewith
shall be payable to it by Tenant within five (5) days of Landlord's
demand.

      


      9.           ASSIGNMENT AND SUBLETTING.

      


      9.1
Tenant shall not have the right to assign or pledge this Lease or to sublet the
whole or any part of the Premises whether voluntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, and
shall not make, suffer or permit such assignment, subleasing or occupancy
without the prior written consent of Landlord, such consent not to be
unreasonably withheld, and said restrictions shall be binding upon any and all
assignees of the Lease and subtenants of the Premises. In the event Tenant
desires to sublet, or permit such occupancy of, the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord at least sixty (60) days but no more than one hundred twenty (120) days
prior to the proposed commencement date of such subletting or assignment, which
notice shall set forth the name of the proposed subtenant or assignee, the
relevant terms of any sublease or assignment and copies of financial reports and
other relevant financial information of the proposed subtenant or
assignee.

       

      9.2           Notwithstanding
any assignment or subletting, permitted or otherwise, Tenant shall at all times
remain directly, primarily and fully responsible and liable for the payment of
the rent specified in this Lease and for compliance with all of its other
obligations under the terms, provisions and covenants of this Lease. Upon the
occurrence of an Event of Default, if the Premises or any part of them are then
assigned or sublet, Landlord, in addition to any other remedies provided in this
Lease or provided by law, may, at its option, collect directly from such
assignee or subtenant all rents due and becoming due to Tenant under such
assignment or sublease and apply such rent against any sums due to Landlord from
Tenant under this Lease, and no such collection shall be construed to constitute
a novation or release of Tenant from the further performance of Tenant's
obligations under this Lease.

      


      9.3           In
addition to Landlord's right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed
subletting or assignment, to terminate this Lease, or in the case of a proposed
subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be
effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice given by Landlord to Tenant within thirty (30) days following
Landlord's receipt of Tenant's written notice as required above. However, if
Tenant notifies Landlord, within five (5) days after receipt of Landlord's
termination notice, that Tenant is rescinding its proposed assignment or
sublease, the termination notice shall be void and the Lease shall continue in
full force and effect. If this Lease shall be terminated with respect to the
entire Premises pursuant to this Section, the Term of this Lease shall end on
the date stated in Tenant's notice as the effective date of the sublease or
assignment as if that date had been originally fixed in this Lease for the
expiration of the Term. If Landlord recaptures under this Section only a portion
of the Premises, the rent to be paid from time to time during the unexpired Term
shall abate proportionately based on the proportion by which the approximate
square footage of the remaining portion of the Premises shall be less than that
of the Premises as of the date immediately prior to such recapture. Tenant
shall, at Tenant's own cost and expense, discharge in full any outstanding
commission obligation which may be due and owing as a result of any proposed
assignment or subletting, whether or not the Premises are recaptured pursuant to
this Section 9.3 and rented by Landlord to the proposed tenant or any other
tenant.

      


      9.4           In
the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant
shall pay to Landlord as additional rent an amount equal to seventy-five percent
(75%) of the excess of any Increased Rent (as defined below) over the Costs
Component (as defined below), when and as such Increased Rent is received by
Tenant. As used in this Section, "Increased Rent" shall mean the excess of (i)
all rent and other consideration which Tenant is entitled to receive by reason
of any sale, sublease, assignment or other transfer of this Lease, over (ii) the
rent otherwise payable by Tenant under this Lease at such time. For purposes of
the foregoing, any consideration received by Tenant in form other than cash
shall be valued at its fair market value as determined by Landlord in good
faith. The "Costs Component" is that amount which, if paid monthly, would fully
amortize on a straight-line basis, over the entire period for which Tenant is to
receive Increased Rent, the reasonable costs incurred by Tenant for leasing
commissions and tenant improvements in connection with such sublease, assignment
or other transfer.

      


      9.5           Notwithstanding
any other provision hereof, it shall be considered reasonable for Landlord to
withhold its consent to any assignment of this Lease or sublease of any portion
of the Premises if at the time of either Tenant's notice of the proposed
assignment or sublease or the proposed commencement date thereof, there shall
exist any uncured default of Tenant or matter which will become a default of
Tenant with passage of time unless cured, or if the proposed assignee or
sublessee is an entity: (a) with which Landlord is already in negotiation; (b)
is already an occupant of the Building unless Landlord is unable to provide the
amount of space required by such occupant; (c) is a governmental agency; (d) is
incompatible with the character of occupancy of the Building; (e) with which the
payment for the sublease or assignment is determined in whole or in part based
upon its net income or profits; or (f) would subject the Premises to a use which
would: (i) involve increased personnel or wear upon the Building; (ii) violate
any exclusive right granted to another tenant of the Building; (iii) require any
addition to or modification of the Premises or the Building in order to comply
with building code or other governmental requirements; or, (iv) involve a
violation of Section 1.2. Tenant expressly agrees that for the purposes of any
statutory or other requirement of reasonableness on the part of Landlord,
Landlord's refusal to consent to any assignment or sublease for any of the
reasons described in this Section 9.5, shall be conclusively deemed to be
reasonable.

       

      9.6           Upon
any request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord's
costs, including reasonable attorney's fees, incurred in investigating and
considering any proposed or purported assignment or pledge of this Lease or
sublease of any of the Premises, regardless of whether Landlord shall consent
to, refuse consent, or determine that Landlord's consent is not required for,
such assignment, pledge or sublease. Any purported sale, assignment, mortgage,
transfer of this Lease or subletting which does not comply with the provisions
of this Article 9 shall be void.

      


      9.7           If
Tenant is a corporation, limited liability company, partnership or trust, any
transfer or transfers of or change or changes within any twelve (12) month
period in the number of the outstanding voting shares of the corporation or
limited liability company, the general partnership interests in the partnership
or the identity of the persons or entities controlling the activities of such
partnership or trust resulting in the persons or entities owning or controlling
a majority of such shares, partnership interests or activities of such
partnership or trust at the beginning of such period no longer having such
ownership or control shall be regarded as equivalent to an assignment of this
Lease to the persons or entities acquiring such ownership or control and shall
be subject to all the provisions of this Article 9 to the same extent and for
all intents and purposes as though such an assignment.

      


      9.8
Notwithstanding anything to the contrary set forth herein, Tenant shall be
permitted to assign this Lease, or sublet all or a portion of the Premises, to
an Affiliate (as hereinafter defined) of Tenant without the prior consent of
Landlord, if all of the following conditions are first satisfied:

      


      
        	
                 
      

              	
                (a)

              	
                Tenant
      shall give Landlord at least thirty (30) days prior written notice of such
      assignment or subletting;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      Event of Default (or event which, with notice or lapse of time or both,
      would constitute an Event of Default) has occurred and is continuing under
      this Lease;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      fully executed copy of such assignment or sublease, the assumption of this
      Lease by the assignee or acceptance of the sublease by the sublessee, and
      such other information regarding the assignment or sublease as Landlord
      may reasonably request, shall have been delivered to
    Landlord;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Premises shall continue to be operated solely for the use specified in
      this Lease;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Tenant
      shall pay all costs reasonably incurred by Landlord in connection with
      such assignment or subletting, including, without limitation, attorney's
      fees;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Tenant's
      Affiliate remains an Affiliate of Tenant during the Term of this Lease;
      and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                LMI
      Aerospace, Inc. remains the guarantor of all obligations under this
      Lease.

              


      

      


      As used
herein, the term "Affiliate" shall mean an entity (i) which directly or
indirectly controls Tenant, (ii) which is under the direct or indirect control
of Tenant, (iii) which is under common direct or indirect control with Tenant,
(iv) with which Tenant is merged or consolidated, or (v) which acquires all or
substantially all of the assets or stock of Tenant. Control shall mean ownership
of fifty-one percent (51%) or more of the voting securities or rights of the
controlled entity.

       

      Tenant
acknowledges and agrees (and agrees at the time of such assignment or subletting
to confirm) that in each instance described above, Tenant and any and all
guarantors of Tenant's obligations under this Lease shall remain liable for the
performance of the terms and conditions of this Lease despite such assignment or
subletting.

      


      10.           INDEMNIFICATION. None of the Landlord Entities
shall be liable and Tenant hereby waives all claims against them for any damage
to any property or any injury to any person in or about the Premises or the
Building by or from any cause whatsoever (including without limiting the
foregoing, rain or water leakage of any character from the roof, windows, walls,
basement, pipes, plumbing works or appliances, the Building not being in good
condition or repair, gas, fire, oil, electricity or theft), except that Landlord
will indemnify and hold Tenant harmless from such claims to the extent caused by
or arising from the gross negligence or willful misconduct of Landlord or its
agents, employees or contractors or any breach or default on the part of
Landlord in the performance of any covenant or agreement on the part of Landlord
to be performed pursuant to this Lease. Tenant shall protect, indemnify and hold
the Landlord Entities harmless from and against any and all loss, claims,
liability or costs (including court costs and attorney's fees) actually incurred
by any Landlord Entity by reason of (a) any damage to any property (including
but not limited to property of any Landlord Entity) or any injury (including but
not limited to death) to any person occurring in, on or about the Premises or
the Building to the extent that such injury or damage shall be caused by or
arise from any actual or alleged act, neglect, fault, or omission by or of
Tenant or any Tenant Entity to meet any standards imposed by any duty with
respect to the injury or damage; (b) the conduct or management of any work or
thing whatsoever done by the Tenant in or about the Premises or from
transactions of the Tenant concerning the Premises; (c) Tenant's failure to
comply with any and all governmental laws, ordinances and regulations applicable
to the condition or use of the Premises or its occupancy; or (d) any breach or
default on the part of Tenant in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to this Lease. The provisions of
this Article shall survive the termination of this Lease with respect to any
claims or liability accruing prior to such termination.

      


      11.           INSURANCE.

      


      11.1           Tenant
shall keep in force throughout the Term: (a) a Commercial General Liability
insurance policy or policies to protect the Landlord Entities against any
liability to the public or to any invitee of Tenant or a Landlord Entity
incidental to the use of or resulting from any accident occurring in or upon the
Premises with a limit of $1,000,000.00 per occurrence and $2,000,000.00 in the
annual aggregate, or such larger amount as is commercially reasonable and which
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability covering owned, non-owned and hired
vehicles with a limit of $1,000,000 per accident; (c) Worker's Compensation
Insurance with limits as required by statute and Employers Liability with limits
of $500,000 each accident, $500,000 disease policy limit, $500,000 disease--each
employee; (d) All Risk or Special Form coverage protecting Tenant against loss
of or damage to Tenant's alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured; and, (e) Business Interruption Insurance with
limit of liability representing loss of at least approximately six (6) months of
income.

      


      11.2           The
aforesaid policies shall (a) be provided at Tenant's expense; (b) name the
Landlord Entities as additional insureds (General Liability) and loss payee for
purposes of Tenant's alterations, additions, improvements, carpeting, floor
coverings, panelings, and fixtures (Property—Special Form); (c) be issued by an
insurance company with a minimum Best's rating of "A-:VII" during the Term; and
(d) provide that said insurance shall not be canceled unless thirty (30) days
prior written notice (ten days for non-payment of premium) shall have been given
to Landlord; a certificate of Liability insurance on ACORD Form 25 and a
certificate of Property insurance on ACORD Form' 28 shall be delivered to
Landlord by Tenant upon the Commencement Date and at least thirty (30) days
prior to each renewal of said insurance.

       

      11.3           Whenever
Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises ("Work") the aforesaid insurance protection must extend to
and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Landlord shall require; and the
policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.

      


      12.           WAIVER OF
SUBROGATION. So long as their respective insurers so permit, Tenant
and Landlord hereby mutually waive their respective rights of recovery against
each other for any loss insured by fire, extended coverage, All Risks or other
property insurance now or hereafter existing for the benefit of the respective
party but only to the extent of the net insurance proceeds payable under such
policies. Each party shall obtain any special endorsements required by their
insurer to evidence compliance with the aforementioned waiver.

      


      13.           SERVICES
AND UTILITIES. Landlord acknowledges that water, gas, telephone, and
electricity service is available at the Premises. Tenant shall pay for all
water, gas, heat, light, power, telephone, sewer, sprinkler system charges and
other utilities and services used on or from the Premises, together with any
taxes, penalties, and surcharges or the like pertaining thereto and any
maintenance charges for utilities. Tenant shall furnish all electric light
bulbs, tubes and ballasts, battery packs for emergency lighting and fire
extinguishers. If any such services are not separately metered to Tenant, Tenant
shall pay such proportion of all charges jointly metered with other premises as
determined by Landlord, in its sole discretion, to be reasonable. Any such
charges paid by Landlord and assessed against Tenant shall be immediately
payable to Landlord on demand and shall be additional rent hereunder. Tenant
will not, without the written consent of Landlord, contract with a utility
provider to service the Premises with any utility, including, but not limited
to, telecommunications, electricity, water, sewer or gas, which is not
previously providing such service to other tenants in the Building. Landlord
shall in no event be liable for any interruption or failure of utility services
on or to the Premises.

      


      14.           HOLDING
OVER. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or part of them after termination of this Lease by
lapse of time or otherwise at the rate ("Holdover Rate") which shall be One
Hundred Fifty Percent (150%) of the greater of (a) the amount of the Annual Rent
for the last period prior to the date of such termination plus all Rent
Adjustments under Article 4; and (b) the then market rental value of the
Premises as determined by Landlord assuming a new lease of the Premises of the
then usual duration and other terms, in either case, prorated on a daily basis,
and also pay all damages sustained by Landlord by reason of such retention. If
Landlord gives notice to Tenant of Landlord's election to such effect, such
holding over shall constitute renewal of this Lease for a period from month to
month or one (1) year, whichever shall be specified in such notice, in either
case at the Holdover Rate, but if the Landlord does not so elect, no such
renewal shall result notwithstanding acceptance by Landlord of any sums due
hereunder after such termination; and instead, a tenancy at sufferance at the
Holdover Rate shall be deemed to have been created. In any event, no provision
of this Article 14 shall be deemed to waive Landlord's right of reentry or any
other right under this Lease or at law.

       

      15.           SUBORDINATION. Without the necessity of any
additional document being executed by Tenant for the purpose of effecting a
subordination, this Lease shall be subject and subordinate at all times to
ground or underlying leases and to the lien of any mortgages or deeds of trust
now or hereafter placed on, against or affecting the Building, Landlord's
interest or estate in the Building, or any ground or underlying lease; provided,
however, that if the lessor, mortgagee, trustee, or holder of any such mortgage
or deed of trust elects to have Tenant's interest in this Lease be superior to
any such instrument, then, by notice to Tenant, this Lease shall be deemed
superior, whether this Lease was executed before or after said instrument.
Notwithstanding the foregoing, Tenant covenants and agrees to execute and
deliver within ten (10) days of Landlord's request such further instruments
evidencing such subordination or superiority of this Lease as may be required by
Landlord, provided that Tenant shall be required to execute a subordination
agreement for the benefit of the holder of a future deed of trust or mortgage
only if the beneficiary or mortgagee thereunder executes a non-disturbance
agreement in commercially reasonable form.

      


      16.           RULES AND
REGULATIONS. Tenant shall faithfully observe and comply with all the
rules and regulations as set forth in Exhibit D to this Lease and all reasonable
and non-discriminatory modifications of and additions to them from time to time
put into effect by Landlord. Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building of any such
rules and regulations.

      


      17.           REENTRY BY
LANDLORD.

      


      17.1           Landlord
reserves and shall at all times have the right, upon 24 hours' prior verbal
notice (except in the event of an emergency or for supplying routine services
requested by Tenant), to re-enter the Premises, to inspect the same, to show
said Premises to prospective purchasers or mortgagees or, during the last nine
(9) months of the Term, to prospective tenants, and to alter, improve or repair
the Premises and any portion of the Building, without abatement of rent, and may
for that purpose erect, use and maintain scaffolding, pipes, conduits and other
necessary structures and open any wall, ceiling or floor in and through the
Building and Premises where reasonably required by the character of the work to
be performed, provided entrance to the Premises shall not be blocked thereby,
and further provided that the business of Tenant shall not be interfered with
unreasonably. Tenant shall be entitled to arrange for an authorized
representative of Tenant to accompany Landlord on any such reentry. Landlord
shall have the right at any time to change the arrangement and/or locations of
entrances, or passageways, doors and doorways, and corridors, windows,
elevators, stairs, toilets or other public parts of the Building and to change
the name, number or designation by which the Building is commonly known. In the
event that Landlord damages any portion of any wall or wall covering, ceiling,
or floor or floor covering within the Premises, Landlord shall repair or replace
the damaged portion to match the original as nearly as commercially reasonable
but shall not be required to repair or replace more than the portion actually
damaged. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned by any action
of Landlord authorized by this Article 17.

      


      17.2           For
each of the aforesaid purposes, Landlord shall at all times have and retain a
key with which to unlock all of the doors in the Premises, excluding Tenant's
vaults and safes or special security areas (designated in advance), and Landlord
shall have the right to use any and all means which Landlord may deem proper to
open said doors in an emergency to obtain entry to any portion of the Premises.
As to any portion to which access cannot be had by means of a key or keys in
Landlord's possession, Landlord is authorized to gain access by such means as
Landlord shall elect and the cost of repairing any damage occurring in doing so
shall be borne by Tenant and paid to Landlord within five (5) days of Landlord's
demand.

       

      18.           DEFAULT.

      


      18.1           Except
as otherwise provided in Article 20, the following events shall be deemed to be
Events of Default under this Lease:

      


      18.1.1                      
Tenant shall fail to pay when due any sum of money becoming due to be paid to
Landlord under this Lease, whether such sum be any installment of the rent
reserved by this Lease, any other amount treated as additional rent under this
Lease, or any other payment or reimbursement to Landlord required by this Lease,
whether or not treated as additional rent under this Lease, and such failure
shall continue for a period of five (5) days after

      written
notice that such payment was not made when due, but if any such notice shall be
given, for the twelve (12) month period commencing with the date of such notice,
the failure to pay within five (5) days after due any additional sum of money
becoming due to be paid to Landlord under this Lease during such period shall be
an Event of Default, without notice.

      


      18.1.2                      Tenant
shall fail to comply with any term, provision or covenant of this Lease which is
not provided for in another Section of this Article and shall not cure such
failure within twenty (20) days (forthwith, if the failure involves a hazardous
condition) after written notice of such failure to Tenant provided, however,
that such failure shall not be an event of default if such failure could not
reasonably be cured during such twenty (20) day period, Tenant has commenced the
cure within such twenty (20) day period and thereafter is diligently pursuing
such cure to completion, but the total aggregate cure period shall not exceed
ninety (90) days.

      


      18.1.3                      Tenant
shall fail to vacate the Premises immediately upon termination of this Lease, by
lapse of time or otherwise, or upon termination of Tenant's right to possession
only.

      


      18.1.4                      Tenant
shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to
take advantage of any insolvency statute, make an assignment for the benefit of
creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any substantial part of
its property, or file a petition or answer seeking reorganization or arrangement
under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable law or statute of the United States or any state
thereof.

      


      18.1.5                      A
court of competent jurisdiction shall enter an order, judgment or decree
adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the
whole or any substantial part of its property, without the consent of Tenant, or
approving a petition filed against Tenant seeking reorganization or arrangement
of Tenant under the bankruptcy laws of the United States, as now in effect or
hereafter amended, or any state thereof, and such order, judgment or decree
shall not be vacated or set aside or stayed within sixty (60) days from the date
of entry thereof.

      


      19.           REMEDIES.

      


      19.1           Except
as otherwise provided in Article 20, upon the occurrence of any of the Events of
Default described or referred to in Article 18, Landlord shall have the option
to pursue any one or more of the following remedies without any notice or demand
whatsoever, concurrently or consecutively and not alternatively:

      


      19.1.1                      Landlord
may, at its election, terminate this Lease or terminate Tenant's right to
possession only, without terminating the Lease.

       

      19.1.2                      Upon
any termination of this Lease, whether by lapse of time or otherwise, or upon
any termination of Tenant's right to possession without termination of the
Lease, Tenant shall surrender possession and vacate the Premises immediately,
and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord
full and free license to enter into and upon the Premises in such event and to
repossess Landlord of the Premises as of Landlord's former estate and to expel
or remove Tenant and any others who may be occupying or be within the Premises
and to remove Tenant's signs and other evidence of tenancy and all other
property of Tenant therefrom without being deemed in any manner guilty of
trespass, eviction or forcible entry or detainer, and without incurring any
liability for any damage resulting therefrom, Tenant waiving any right to claim
damages for such re-entry and expulsion, and without relinquishing Landlord's
right to rent or any other right given to Landlord under this Lease or by
operation of law.

      


      19.1.3                      Upon
any termination of this Lease, whether by lapse of time or otherwise, Landlord
shall be entitled to recover as damages, all rent, including any amounts treated
as additional rent under this Lease, and other sums due and payable by Tenant on
the date of termination, plus as liquidated damages and not as a penalty, an
amount equal to the sum of: (a) an amount equal to the then present value of the
rent reserved in this Lease for the residue of the stated Term of this Lease
including any amounts treated as additional rent under this Lease and all other
sums provided in this Lease to be paid by Tenant, minus the fair rental value of
the Premises for such residue;

      the value
of the time and expense necessary to obtain a replacement tenant or tenants, and
the estimated expenses described in Section 19.1.4 relating to recovery of the
Premises, preparation for reletting and for reletting itself; and

      the cost
of performing any other covenants which would have otherwise been performed by
Tenant.

      


      19.1.4                      Upon
any termination of Tenant's right to possession only without termination of the
Lease:

      


      19.1.4.1                      Neither
such termination of Tenant's right to possession nor Landlord's taking and
holding possession thereof as provided in Section 19.1.2 shall terminate the
Lease or release Tenant, in whole or in part, from any obligation, including
Tenant's obligation to pay the rent, including any amounts treated as additional
rent, under this Lease for the full Term, and if Landlord so elects Tenant shall
continue to pay to Landlord the entire amount of the rent as and when it becomes
due, including any amounts treated as additional rent under this Lease, for the
remainder of the Term plus any other sums provided in this Lease to be paid by
Tenant for the remainder of the Term.

      


      19.1.4.2                      Landlord
shall use commercially reasonable efforts to relet the Premises or portions
thereof to the extent required by applicable law. Landlord and Tenant agree that
nevertheless Landlord shall at most be required to use only the same efforts
Landlord then uses to lease premises in the Building generally and that in any
case that Landlord shall not be required to give any preference or priority to
the showing or leasing of the Premises or portions thereof over any other space
that Landlord may be leasing or have available and may place a suitable
prospective tenant in any such other space regardless of when such other space
becomes available and that Landlord shall have the right to relet the Premises
for a greater or lesser term than that remaining under this Lease, the right to
relet only a portion of the Premises, or a portion of the Premises or the entire
Premises as a part of a larger area, and the right to change the character or
use of the Premises. In connection with or in preparation for any reletting,
Landlord may, but shall not be required to, make repairs, alterations and
additions in or to the Premises and redecorate the same to the extent Landlord
deems necessary or desirable, and Tenant shall pay the cost thereof, together
with Landlord's expenses of reletting, including, without limitation, any
commission incurred by Landlord, within five (5) days,of Landlord's demand.
Landlord shall not be required to observe any instruction given by Tenant about
any reletting or accept any tenant offered by Tenant unless such offered tenant
has a credit-worthiness acceptable to Landlord and leases the entire Premises
upon terms and conditions including a rate of rent (after giving effect to all
expenditures by Landlord for tenant improvements, broker's commissions and other
leasing costs) all no less favorable to Landlord than as called for in this
Lease, nor shall Landlord be required to make or permit any assignment or
sublease for more than the current term or which Landlord would not be required
to permit under the provisions of Article 9.

       

      19.1.4.3                      Until
such time as Landlord shall elect to terminate the Lease and shall thereupon be
entitled to recover the amounts specified in such case in Section 19.1.3, Tenant
shall pay to Landlord upon demand the full amount of all rent, including any
amounts treated as additional rent under this Lease and other sums reserved in
this Lease for the remaining Term, together with the costs of repairs,
alterations, additions, redecorating and Landlord's expenses of reletting and
the collection of the rent accruing therefrom (including reasonable attorney's
fees and broker's commissions), as the same shall then be due or become due from
time to time, less only such consideration as Landlord may have received from
any reletting of the Premises; and Tenant agrees that Landlord may file suits
from time to time to recover any sums falling due under this Article 19 as they
become due. Any proceeds of reletting by Landlord in excess of the amount then
owed by Tenant to Landlord from time to time shall be credited against Tenant's
future obligations under this Lease but shall not otherwise be refunded to
Tenant or inure to Tenant's benefit.

      


      19.2           Upon
the occurrence of an Event of Default, Landlord may (but shall not be obligated
to) cure such default at Tenant's sole expense. Without limiting the generality
of the foregoing, Landlord may, at Landlord's option, enter into and upon the
Premises if Landlord determines in its sole discretion that Tenant is not acting
within a commercially reasonable time to maintain, repair or replace anything
for which Tenant is responsible under this Lease or to otherwise effect
compliance with its obligations under this Lease and correct the same, without
being deemed in any manner guilty of trespass, eviction or forcible entry and
detainer and without incurring any liability for any damage or interruption of
Tenant's business resulting therefrom and Tenant agrees to reimburse Landlord
within five (5) days of Landlord's demand as additional rent, for any expenses
which Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease, plus interest from the date of expenditure by Landlord at the
Wall Street Journal prime rate.

      


      19.3           Tenant
understands and agrees that in entering into this Lease, Landlord is relying
upon receipt of all the Annual and Monthly Installments of Rent to become due
with respect to all the Premises originally leased hereunder over the full
Initial Term of this Lease for amortization, including interest at the
Amortization Rate. For purposes hereof, the "Concession Amount" shall be defined
as the aggregate of all amounts forgone or expended by Landlord as free rent
under the lease, under Exhibit B hereof for construction allowances (excluding
therefrom any amounts expended by Landlord for Landlord's Work, as defined in
Exhibit B), and for brokers' commissions payable by reason of this Lease.
Accordingly, Tenant agrees that if this Lease or Tenant's right to possession of
the Premises leased hereunder shall be terminated as of any date ("Default
Termination Date") prior to the expiration of the full Initial Term hereof by
reason of a default of Tenant, there shall be due and owing to Landlord as of
the day prior to the Default Termination Date, as rent in addition to all other
amounts owed by Tenant as of such Date, the amount ("Unamortized Amount") of the
Concession Amount determined as set forth below; provided, however, that in the
event that such amounts are recovered by Landlord pursuant to any other
provision of this Article 19, Landlord agrees that it shall not attempt to
recover such amounts pursuant to this Section 19.3. For the purposes hereof, the
Unamortized Amount shall be determined in the same manner as the remaining
principal balance of a mortgage with interest at the Amortization Rate payable
in level payments over the same length of time as from the effectuation of the
Concession concerned to the end of the full Initial Term of this Lease would be
determined. The foregoing provisions shall also apply to and upon any reduction
of space in the Premises, as though such reduction were a termination for
Tenant's default, except that (i) the Unamortized Amount shall be reduced by any
amounts paid by Tenant to Landlord to effectuate such reduction and (ii) the
manner of application shall be that the Unamortized Amount shall first be
determined as though for a full termination as of the Effective Date of the
elimination of the portion, but then the amount so determined shall be
multiplied by the fraction of which the numerator is the rentable square footage
of the eliminated portion and the denominator is the rentable square footage of
the Premises originally leased hereunder; and the amount thus obtained shall be
the Unamortized Amount.

       

      19.4           If,
on account of any breach or default by Tenant in Tenant's obligations under the
terms and conditions of this Lease, it shall become necessary or appropriate for
Landlord to employ or consult with an attorney or collection agency concerning
or to enforce or defend any of Landlord's rights or remedies arising under this
Lease or to collect any sums due from Tenant, Tenant agrees to pay all costs and
fees so incurred by Landlord, including, without limitation, reasonable
attorneys' fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A) TRIAL BY
JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR
ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF
THIS LEASE.

      


      19.5           Pursuit
of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Lease or any other remedies provided by law (all such
remedies being cumulative), nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any rent due to Landlord under this
Lease or of any damages accruing to Landlord by reason of the violation of any
of the terms, provisions and covenants contained in this Lease.

      


      19.6           No
act or thing done by Landlord or its agents during the Term shall be deemed a
termination of this Lease or an acceptance of the surrender of the Premises, and
no agreement to terminate this Lease or accept a surrender of said Premises
shall be valid, unless in writing signed by Landlord. No waiver by Landlord of
any violation or breach of any of the terms, provisions and covenants contained
in this Lease shall be deemed or construed to constitute a waiver of any other
violation or breach of any of the terms, provisions and covenants contained in
this Lease. Landlord's acceptance of the payment of rental or other payments
after the occurrence of an Event of Default shall not be construed as a waiver
of such Default, unless Landlord so notifies Tenant in writing. Forbearance by
Landlord in enforcing one or more of the remedies provided in this Lease upon an
Event of Default shall not be deemed or construed to constitute a waiver of such
Default or of Landlord's right to enforce any such remedies with respect to such
Default or any subsequent Default.

      


      19.7           To
secure the payment of all rentals and other sums of money becoming due from
Tenant under this Lease, Landlord shall have and Tenant grants to Landlord a
first lien upon the leasehold interest of Tenant under this Lease, which lien
may be enforced in equity, and a continuing security interest upon all goods,
wares, equipment, fixtures, furniture, inventory, accounts, contract rights,
chattel paper and other personal property of Tenant situated on the Premises,
and such property shall not be removed therefrom without the consent of Landlord
until all arrearages in rent as well as any and all other sums of money then due
to Landlord under this Lease shall first have been paid and discharged. Upon the
occurrence of an Event of Default, Landlord shall have, in addition to any other
remedies provided in this Lease or by law, all rights and remedies under the
Uniform Commercial Code, including without limitation the right to sell the
property described in this Section 19.7 at public or private sale upon five (5)
days' notice to Tenant. Tenant shall execute all such financing statements and
other instruments as shall be deemed necessary or desirable in Landlord's
discretion to perfect the security interest hereby created. To the extent Tenant
receives financing secured by any or all of its personal property and such
lender requires a subordination of Landlord's liens thereon, or if Tenant leases
any equipment, Landlord agrees to execute and provide to such lender and/or
equipment lessor a subordination agreement in Landlord's standard
form.

       

      19.8           Any
and all property which may be removed from the Premises by Landlord pursuant to
the authority of this Lease or of law, to which Tenant is or may be entitled,
may be handled, removed and/or stored, as the case may be, by or at the
direction of Landlord but at the risk, cost and expense of Tenant, and Landlord
shall in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay to Landlord, upon demand, any and all expenses
incurred in such removal and all storage charges against such property so long
as the same shall be in Landlord's possession or under Landlord's control. Any
such property of Tenant not retaken by Tenant from storage within thirty (30)
days after removal from the Premises shall, at Landlord's option, be deemed
conveyed by Tenant to Landlord under this Lease as by a bill of sale without
further payment or credit by Landlord to Tenant.

      


      19.9           If
more than one (1) Event of Default occurs during the Term or any renewal
thereof, Tenant's renewal options, expansion options, purchase options and
rights of first offer and/or refusal, if any are provided for in this Lease,
shall be null and void.

      


      20.           TENANT'S BANKRUPTCY OR
INSOLVENCY.

      


      20.1           If
at any time and for so long as Tenant shall be subjected to the provisions of
the United States Bankruptcy Code or other law of the United States or any state
thereof for the protection of debtors as in effect at such time (each a
"Debtor's Law"):

      


      20.1.1                      Tenant,
Tenant as debtor-in-possession, and any trustee or receiver of Tenant's assets
(each a "Tenant's Representative") shall have no greater right to assume or
assign this Lease or any interest in this Lease, or to sublease any of the
Premises than accorded to Tenant in Article 9, except to the extent Landlord
shall be required to permit such assumption, assignment or sublease by the
provisions of such Debtor's Law. Without limitation of the generality of the
foregoing, any right of any Tenant's Representative to assume or assign this
Lease or to sublease any of the Premises shall be subject to the conditions
that:

      


      20.1.1.1                      Such
Debtor's Law shall provide to Tenant's Representative a right of assumption of
this Lease which Tenant's Representative shall have timely exercised and
Tenant's Representative shall have fully cured any default of Tenant under this
Lease.

      


      20.1.1.2                      Tenant's
Representative or the proposed assignee, as the case shall be, shall have
deposited with Landlord as security for the timely payment of rent an amount
equal to the larger of: (a) three (3) months' rent and other monetary charges
accruing under this Lease; and (b) any sum specified in Article 5; and shall
have provided Landlord with adequate other assurance of the future performance
of the obligations of the Tenant under this Lease. Without limitation, such
assurances shall include, at least, in the case of assumption of this Lease,
demonstration to the satisfaction of the Landlord that Tenant's Representative
has and will continue to have sufficient unencumbered assets after the payment
of all secured obligations and administrative expenses to assure Landlord that
Tenant's Representative will have sufficient funds to fulfill the obligations of
Tenant under this Lease; and, in the case of assignment, submission of current
financial statements of the proposed assignee, audited by an independent
certified public accountant reasonably acceptable to Landlord and showing a net
worth and working capital in amounts determined by Landlord to be sufficient to
assure the future performance by such assignee of all of the Tenant's
obligations under this Lease.

      


      20.1.1.3                      The
assumption or any contemplated assignment of this Lease or subleasing any part
of the Premises, as shall be the case, will not breach any provision in any
other lease, mortgage, financing agreement or other agreement by which Landlord
is bound.

      


      20.1.1.4                      Landlord
shall have, or would have had absent the Debtor's Law, no right under Article 9
to refuse consent to the proposed assignment or sublease by reason of the
identity or nature of the proposed assignee or sublessee or the proposed use of
the Premises concerned.

       

      21.           QUIET
ENJOYMENT. Landlord represents and warrants that it has full right
and authority to enter into this Lease and that Tenant, while paying the rental
and performing its other covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold and enjoy the Premises for the Term without
hindrance or molestation from Landlord subject to the terms and provisions of
this Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or
disturbance.

      


      22.           CASUALTY.

      


      22.1           In
the event the Premises or the Building are damaged by fire or other cause and in
Landlord's reasonable estimation such damage can be materially restored within
one hundred eighty (180) days, Landlord shall forthwith repair the same and this
Lease shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate abatement in rent from the date of such damage. Such
abatement of rent shall be made pro rata in accordance with the extent to which
the damage and the making of such repairs shall interfere with the use and
occupancy by Tenant of the Premises from time to time. Within forty-five (45)
days from the date of such damage, Landlord shall notify Tenant, in writing, of
Landlord's reasonable estimation of the length of time within which material
restoration can be made, and Landlord's determination shall be binding on
Tenant. For purposes of this Lease, the Building or Premises shall be deemed
"materially restored" if they are in such condition as would not prevent or
materially interfere with Tenant's use of the Premises for the purpose for which
it was being used immediately before such damage.

      


      22.2           If
such repairs cannot, in Landlord's reasonable estimation, be made within one
hundred eighty (180) days, Landlord and Tenant shall each have the option of
giving the other, at any time within ninety (90) days after such damage, notice
terminating this Lease as of the date of such damage. In the event of the giving
of such notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate as of the date of such damage as if such date had been
originally fixed in this Lease for the expiration of the Term. In the event that
neither Landlord nor Tenant exercises its option to terminate this Lease, then
Landlord shall repair or restore such damage, this Lease continuing in full
force and effect, and the rent hereunder shall be proportionately abated as
provided in Section 22.1.

      


      22.3           Landlord
shall not be required to repair or replace any damage or loss by or from fire or
other cause to any panelings, decorations, partitions, additions, railings,
ceilings, floor coverings, office fixtures or any other property or improvements
installed on the Premises by, or belonging to, Tenant. Any insurance which may
be carried by Landlord or Tenant against loss or damage to the Building or
Premises shall be for the sole benefit of the party carrying such insurance and
under its sole control.

      


      22.4           In
the event that Landlord should fail to complete such repairs and material
restoration within forty-five (45) days after the date estimated by Landlord
therefor as extended by this Section 22.4, Tenant may at its option and as its
sole remedy terminate this Lease by delivering written notice to Landlord,
within fifteen (15) days after the expiration of said period of time, whereupon
the Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by
Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.

       

      22.5           Notwithstanding
anything to the contrary contained in this Article: (a) Landlord shall not have
any obligation whatsoever to repair, reconstruct, or restore the Premises when
the damages resulting from any casualty covered by the provisions of this
Article 22 occur during the last twelve (12) months of the Term or any extension
thereof, but if Landlord determines not to repair such damages Landlord shall
notify Tenant and if such damages shall render any material portion of the
Premises untenantable or if the condition of the Premises prevents or materially
interferes with Tenant's use of the Premises for the purpose for which it was
being used immediately prior to such damage, Tenant shall have the right to
terminate this Lease by notice to Landlord within fifteen (15) days after
receipt of Landlord's notice; and (b) in the event the holder of any
indebtedness secured by a mortgage or deed of trust covering the Premises or
Building requires that any insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon this Lease shall end on the date of such
damage as if the date of such damage were the date originally fixed in this
Lease for the expiration of the Term.

      


      22.6           In
the event of any damage or destruction to the Building or Premises by any peril
covered by the provisions of this Article 22, it shall be Tenant's
responsibility to properly secure the Premises and upon notice from Landlord to
remove forthwith, at its sole cost and expense, such portion of all of the
property belonging to Tenant or its licensees from such portion or all of the
Building or Premises as Landlord shall request.

      


      23.           EMINENT
DOMAIN. If all or any substantial part of the Premises shall be taken
or appropriated by any public or quasi-public authority under the power of
eminent domain, or conveyance in lieu of such appropriation, either party to
this Lease shall have the right, at its option, of giving the other, at any time
within thirty (30) days after such taking, notice terminating this Lease, except
that Tenant may only terminate this Lease by reason of taking or appropriation,
if such taking or appropriation shall be so substantial as to materially
interfere with Tenant's use and occupancy of the Premises. If neither party to
this Lease shall so elect to terminate this Lease, the rental thereafter to be
paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition to the rights of Landlord above, if any substantial part of the
Building shall be taken or appropriated by any public or quasi-public authority
under the power of eminent domain or conveyance in lieu thereof, and regardless
of whether the Premises or any part thereof are so taken or appropriated,
Landlord shall have the right, at its sole option, to terminate this Lease.
Landlord shall be entitled to any and all income, rent, award, or any interest
whatsoever in or upon any such sum, which may be paid or made in connection with
any such public or quasi-public use or purpose, and Tenant hereby assigns to
Landlord any interest it may have in or claim to all or any part of such sums,
other than any separate award which may be made with respect to Tenant's trade
fixtures and moving expenses; Tenant shall make no claim for the value of any
unexpired Term.

      


      24.           SALE BY
LANDLORD. In event of a sale or conveyance by Landlord of the
Building, the same shall operate to release Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease.
Except as set forth in this Article 24, this Lease shall not be affected by any
such sale and Tenant agrees to attorn to the purchaser or assignee. If any
security has been given by Tenant to secure the faithful performance of any of
the covenants of this Lease, Landlord may transfer or deliver said security, as
such, to Landlord's successor in interest and thereupon Landlord shall be
discharged from any further liability with regard to said security.

      


      25.           ESTOPPEL
CERTIFICATES. Within ten (10) days following any written request
which Landlord may make from time to time, Tenant shall execute and deliver to
Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a)
the date of commencement of this Lease; (b) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications to
this Lease, that this Lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (c) the date to which the
rent and other sums payable under this Lease have been paid; (d) the fact that
there are no current defaults under this Lease by either Landlord or Tenant
except as specified in Tenant's statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or
purchaser, and Tenant shall be liable for all loss, cost or expense resulting
from the failure of any sale or funding of any loan caused by any material
misstatement contained in such estoppel certificate. Tenant irrevocably agrees
that if Tenant fails to execute and deliver such certificate within such ten
(10) day period Landlord or Landlord's beneficiary or agent may execute and
deliver such certificate on Tenant's behalf, and that such certificate shall be
fully binding on Tenant.

       

      26.           SURRENDER
OF PREMISES.

      


      26.1           Tenant
shall arrange to meet Landlord for two (2) joint inspections of the Premises,
the first to occur at least thirty (30) days (but no more than sixty (60) days)
before the last day of the Term, and the second to occur not later than
forty-eight (48) hours after Tenant has vacated the Premises. In the event of
Tenant's failure to arrange such joint inspections and/or participate in either
such inspection, Landlord's inspection at or after Tenant's vacating the
Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration.

      


      26.2           All
alterations, additions, and improvements in, on, or to the Premises made or
installed by or for Tenant, including, without limitation, carpeting
(collectively, "Alterations"), shall be and remain the property of Tenant during
the Term. Upon the expiration or sooner termination of the Term, all Alterations
shall become a part of the realty and shall belong to Landlord without
compensation, and title shall pass to Landlord under this Lease as by a bill of
sale. At the end of the Term or any renewal of the Term or other sooner
termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all Alterations by whomsoever made, in
the same conditions received or first installed, broom clean and free of all
debris, excepting only ordinary wear and tear and damage by fire or other
casualty. Notwithstanding the foregoing, if Landlord elects by notice given to
Tenant at least ten (10) days prior to expiration of the Term, Tenant shall, at
Tenant's sole cost, remove any Alterations, including carpeting, so designated
by Landlord's notice, and repair any damage caused by such removal. Tenant must,
at Tenant's sole cost, remove upon termination of this Lease, any and all of
Tenant's furniture, furnishings, equipment, movable partitions of less than full
height from floor to ceiling and other trade fixtures and personal property, as
well as all data/telecommunications cabling and wiring installed by or on behalf
of Tenant, whether inside walls, under any raised floor or above any ceiling
(collectively, "Personalty"). Personalty not so removed shall be deemed
abandoned by the Tenant and title to the same shall thereupon pass to Landlord
under this Lease as by a bill of sale, but Tenant shall remain responsible for
the cost of removal and disposal of such Personalty, as well as any damage
caused by such removal. In lieu of requiring Tenant to remove Alterations and
Personalty and repair the Premises as aforesaid, Landlord may, by written notice
to Tenant delivered at least thirty (30) days before the Termination Date,
require Tenant to pay to Landlord, as additional rent hereunder, the cost of
such removal and repair in an amount reasonably estimated by
Landlord.

      


      26.3           All
obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of the Term. Upon the expiration or earlier termination of the Term,
Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to
repair and restore the Premises as provided in this Lease and/or to discharge
Tenant's obligation for unpaid amounts due or to become due to Landlord. All
such amounts shall be used and held by Landlord for payment of such obligations
of Tenant, with Tenant being liable for any additional costs upon demand by
Landlord, or with any excess to be returned to Tenant after all such obligations
have been determined and satisfied.

       

      27.           NOTICES.
Any notice or document required or permitted to be delivered under this Lease
shall be addressed to the intended recipient, shall be transmitted by fully
prepaid registered or certified United States Mail return receipt requested, or
by reputable independent contract delivery service furnishing a written record
of attempted or actual delivery, and shall be deemed to be delivered when
tendered for delivery to the addressee at its address set forth on the Reference
Pages, or at such other address as it has then last specified by written notice
delivered in accordance with this Article 27, or if to Tenant at either its
aforesaid address or its last known registered office or home of a general
partner or individual owner, whether or not actually accepted or received by the
addressee. Any such notice or document may also be personally delivered if a
receipt is signed by and received from, the individual, if any, named in
Tenant's Notice Address.

      


      28.           TAXES
PAYABLE BY TENANT. In addition to rent and other charges to be paid
by Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any
and all taxes payable by Landlord (other than net income taxes) whether or not
now customary or within the contemplation of the parties to this Lease: (a)
upon, allocable to, or measured by or on the gross or net rent payable under
this Lease, including without limitation any margin tax pursuant to Chapter 171
of the Texas Tax Code (as the same may be amended, renewed, or replaced from
time to time) imposed on Landlord and computed with respect to rents payable
under this Lease, and any gross income tax or excise tax levied by a State, any
political subdivision thereof, or the Federal Government with respect to the
receipt of such rent; (b) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy of the
Premises or any portion thereof, including any sales, use or service tax imposed
as a result thereof; (c) upon or measured by the Tenant's gross receipts or
payroll or the value of Tenant's equipment, furniture, fixtures and other
personal property of Tenant or leasehold improvements, alterations or additions
located in the Premises; or (d) upon this transaction or any document to which
Tenant is a party creating or transferring any interest of Tenant in this Lease
or the Premises. In addition to the foregoing, Tenant agrees to pay, before
delinquency, any and all taxes levied or assessed against Tenant and which
become payable during the term hereof upon Tenant's equipment, furniture,
fixtures and other personal property of Tenant located in the
Premises.

      


      29.           INTENTIONALLY DELETED.

      


      30.           DEFINED TERMS AND HEADINGS. The Article
headings shown in this Lease are for convenience of reference and shall in no
way define, increase, limit or describe the scope or intent of any provision of
this Lease.

      


      Any
indemnification or insurance of Landlord shall apply to and inure to the benefit
of all the following "Landlord Entities", being Landlord, Landlord's investment
manager, and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of them. Any option
granted to Landlord shall also include or be exercisable by Landlord's trustee,
beneficiary, agents and employees, as the case may be. In any case where this
Lease is signed by more than one person, the obligations under this Lease shall
be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the singular
or plural number, individuals, firms or corporations, and their and each of
their respective successors, executors, administrators and permitted assigns,
according to the context hereof. The term "rentable area" shall mean the
rentable area of the Premises or the Building as calculated by the Landlord on
the basis of the plans and specifications of the Building including a
proportionate share of any common areas. Tenant hereby accepts and agrees to be
bound by the figures for the rentable square footage of the Premises and
Tenant's Proportionate Share shown on the Reference Pages; however, Landlord may
adjust either or both figures if there is manifest error, addition or
subtraction to the Building or any business park or complex of which the
Building is a part, remeasurement or other circumstance reasonably justifying
adjustment. The term "Building" refers to the structure in which the Premises
are located and the common areas (parking lots, sidewalks, landscaping, etc.)
appurtenant thereto. If the Building is part of a larger complex of structures,
the term "Building" may include the entire complex, where appropriate (such as
shared Expenses or Taxes) and subject to Landlord's reasonable
discretion.

       

      31.           TENANT'S AND LANDLORD'S AUTHORITY.
If Tenant signs as a corporation, partnership, trust or other legal entity each
of the persons executing this Lease on behalf of Tenant represents and warrants
that Tenant has been and is qualified to do business in the state in which the
Building is located, that the entity has full right and authority to enter into
this Lease, and that all persons signing on behalf of the entity were authorized
to do so by appropriate actions. Tenant agrees to deliver to Landlord,
simultaneously with the delivery of this Lease, a corporate resolution, proof of
due authorization by partners, opinion of counsel or other appropriate
documentation reasonably acceptable to Landlord evidencing the due authorization
of Tenant to enter into this Lease. Landlord hereby represents and warrants that
it is the owner of the Building, that the entity executing this Lease on
Landlord's behalf has full right and authority to enter into this Lease and that
the person executing this Lease on such entity's behalf was authorized to do
so.

      


      Tenant
hereby represents and warrants that neither Tenant, nor any persons or entities
holding any legal or beneficial interest whatsoever in Tenant, are (i) the
target of any sanctions program that is established by Executive Order of the
President or published by the Office of Foreign Assets Control, U.S. Department
of the Treasury ("OFAC"); (ii) designated by the President or OFAC pursuant to
the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56,
Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following list
that is published by OFAC: "List of Specially Designated Nationals and Blocked
Persons." If the foregoing representation is untrue at any time during the Term,
an Event of Default will be deemed to have occurred, without the necessity of
notice to Tenant.

      


      32.           FINANCIAL STATEMENTS AND CREDIT
REPORTS. At Landlord's request, Tenant shall deliver to Landlord a
copy, certified by an officer of Tenant as being a true and correct copy, of
Tenant's most recent audited financial statement, or, if unaudited, certified by
Tenant's chief financial officer as being true, complete and correct in all
material respects. Tenant hereby authorizes Landlord to obtain one or more
credit reports on Tenant at any time, and shall execute such further
authorizations as Landlord may reasonably require in order to obtain a credit
report.

      


      33.           COMMISSIONS. Each of the parties represents and
warrants to the other that it has not dealt with any broker or finder in
connection with this Lease, except as described on the Reference
Pages.

      


      34.           TIME AND
APPLICABLE LAW. Time is of the essence of this Lease and all of its
provisions. This Lease shall in all respects be governed by the laws of the
state in which the Building is located.

      


      35.           SUCCESSORS AND ASSIGNS. Subject to the
provisions of Article 9, the terms, covenants and conditions contained in this
Lease shall be binding upon and inure to the benefit of the heirs, successors,
executors, administrators and assigns of the parties to this Lease.

      


      36.           ENTIRE
AGREEMENT. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous
negotiations. There have been no representations made by the Landlord or any of
its representatives or understandings made between the parties other than those
set forth in this Lease and its exhibits. This Lease may not be modified except
by a written instrument duly executed by the parties to this Lease.

       

      37.           EXAMINATION NOT OPTION. Submission of this
Lease shall not be deemed to be a reservation of the Premises. Landlord shall
not be bound by this Lease until it has received a copy of this Lease duly
executed by Tenant and has delivered to Tenant a copy of this Lease duly
executed by Landlord, and until such delivery Landlord reserves the right to
exhibit and lease the Premises to other prospective tenants. Notwithstanding
anything contained in this Lease to the contrary, Landlord may withhold delivery
of possession of the Premises from Tenant until such time as Tenant has paid to
Landlord the first month's rent as set forth in Article 3 and any sum owed
pursuant to this Lease.

      


      38.           RECORDATION. Tenant shall not record or register
this Lease or a short form memorandum hereof without the prior written consent
of Landlord, and then shall pay all charges and taxes incident such recording or
registration.

      


      39.           CONDITION TO EFFECTIVENESS. The
effectiveness of this Lease is expressly conditioned upon the receipt by
Landlord of a Continuing Lease Guaranty ("Guaranty") executed by LMI AEROSPACE,
INC., a Missouri corporation, dated effective as of the date of this Lease, in
form acceptable to Landlord. In the event that within ten (10) days after this
Lease is fully executed by Landlord and Tenant, Landlord has not received the
executed Guaranty, Landlord shall have the right to terminate this Lease upon
written notice to Tenant.

      


      40.           RENEWAL
OPTION. Tenant shall have, at its option (each such option being
referred to herein as a "Renewal Option"), the right to renew and extend this
Lease for two consecutive terms of five (5) years each (each such renewal term
being referred to herein as a "Renewal Term"). The first Renewal Term shall
commence immediately upon the expiration of the initial Term and the second
Renewal Term shall commence immediately upon the expiration of the first Renewal
Term by Tenant's giving written notice thereof to Landlord no earlier than
twelve (12) months, and no later than nine (9) months, prior to the expiration
of the then existing initial Term or Renewal Term, as the case may be. Once
Tenant shall exercise any Renewal Option, Tenant may not thereafter revoke such
exercise, except as expressly set forth below. Tenant shall not have the right
to exercise any Renewal Option at a time that an Event of Default (or an event
which with notice and/or lapse of time could become an Event of Default) under
this Lease has occurred. Tenant's failure to exercise timely a Renewal Option
for any reason whatsoever shall conclusively be deemed a waiver of such Renewal
Option and any future Renewal Option. At Landlord's option, Landlord may adjust
the Annual Rent for any Renewal Term to an annual rate equal to the Fair Market
Value Rate (as hereinafter defined) as of the commencement of such Renewal Term.
As used in this Lease, "Fair Market Value Rate" shall mean the fair market value
rental rate per square foot of rentable area per year in effect at the
commencement of the applicable Renewal Term for comparable tenants taking
comparable space in comparable conditions under comparable terms in comparable
buildings in the same rental market (hereinafter called "Comparable Buildings");
provided, however, that in no event shall the Annual Rent for the first Renewal
Tenn be less than the Annual Rent for the last twelve (12) months of the initial
Term and in no event shall the Annual Rent for the second Renewal Term be less
than the Annual Rent for the last twelve (12) months of the immediately
preceding Renewal Term. It is also agreed and understood that the Fair Market
Value Rate shall include: (a) rent; and (b) rental operating expenses, property
tax, and utility and expense adjustments that are being included as part of the
terms and conditions of industrial tenant leases for comparable tenants in
Comparable Buildings as of the time of determination of the Fair Market Value
Rate. Landlord shall advise Tenant within fifteen (15) days after Tenant
exercises any Renewal Option of the Fair Market Value Rate which shall be in
effect as of the commencement date of the respective Renewal Term. Tenant shall
then have fifteen (15) days to notify Landlord of its acceptance or rejection of
the Fair Market Value Rate for such Renewal Term. In the event Tenant fails to
so notify Landlord within such fifteen (15) day period, Tenant shall be deemed
to have accepted the Fair Market Value Rate proposed by Landlord.
Notwithstanding the prohibition on Tenant's right to revoke its exercise of the
Renewal Option, in the event Tenant and Landlord are unable to agree on the Fair
Market Value Rate for any Renewal Term within sixty (60) days after Tenant
exercises its Renewal Option for such Renewal Term, Tenant shall be deemed to
have revoked the Renewal Option and such Renewal Option, together with any
future Renewal Option, shall be deemed null and void and of no further force or
effect. Tenant shall take the Premises "as is" for any Renewal Term and Landlord
shall have no obligation to make any improvements or alterations to the
Premises. Except as set forth in this Article, the leasing of the Premises for
any Renewal Term shall be upon the same terms and conditions as the leasing of
the Premises for the initial Term and shall be upon and subject to all of the
provisions of this Lease. Any Renewal Option granted to Tenant under this
Article shall be personal to Tenant and shall not be transferred, encumbered, or
assigned by Tenant or in any manner transferred to, or exercised by, any
subtenant of Tenant.

       

      41.           EXTERIOR
SIGN. Tenant shall have the right to design, fabricate, and install
an exterior sign containing Tenant's name above the entrance to the Premises.
Such sign must be professionally prepared in accordance with any and all
applicable governmental laws, ordinances, and regulations. Landlord shall have
the right to approve the design, size, and location of such sign, and Tenant
shall submit sign plans and specifications to Landlord for prior written
approval. Landlord's approval of the sign shall not, however, be construed as a
representation or warranty of the compliance of such sign with applicable
governmental laws, ordinances, and regulations. Any work relating to such sign,
including the design, fabrication, and installation of such sign, shall be at
Tenant's sole cost and expense.

      


      42.           LIMITATION OF LANDLORD'S
LIABILITY. Redress for any claim against Landlord under this Lease
shall be limited to and enforceable only against and to the extent of Landlord's
interest in the Building. The obligations of Landlord under this Lease are not
intended to be and shall not be personally binding on, nor shall any resort be
had to the private properties of, any of its or its investment manager's
trustees, directors, officers, partners, beneficiaries, members, stockholders,
employees, or agents, and in no case shall Landlord be liable to Tenant
hereunder for any lost profits, damage to business, or any form of special,
indirect or consequential damages.

      


      
        	
                LANDLORD:

                 

                ACQUIPORT
      DFWIP, INC., a Delaware corporation

              	
                TENANT:

                 

                PRECISE
      MACHINE PARTNERS, L.L.P., a Texas limited liability
      partnership

              
	 
      	 
      	 
      
	
                By:

              	
                _____________________________________

              	
                By:

              	
                _____________________________________

              
	
                Name:

              	
                Anthony
      James

              	
                Name:

              	
                _____________________________________

              
	
                Title:

              	
                Vice
      President

              	
                Title:

              	
                _____________________________________

              
	
                Dated:

              	
                ________________________________,
      2008

              	
                Dated:

              	
                ________________________________,
      2008