Exhibit 10.23

STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG                                            LEASE AGREEMENT




         THIS LEASE AGREEMENT is made and entered into this 15th day of February
2008 by and between Landlord and Tenant (as hereinafter identified):


LANDLORD:         KENNINGTON FAMILY LLC, a North Carolina limited liability
                   company
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<S>                           <C>                           <C>                        <C>
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Landlord's Address             5016 Corrigan Court           Landlord's Address         5016 Corrigan Court
For Notices:                   Charlotte, NC 28277           For Mail:                  Charlotte, NC 28277
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Landlord's Phone:              (704) 541-2953                Landlord's Fax:            (704) 542-4618
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<S>                           <C>                           <C>                        <C>
TENANT:                        TRANSBOTICS CORPORATION, a Delaware corporation

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Tenant's Address               3400 Latrobe Drive            Tenant's Address           3400 Latrobe Drive
For Notices:                   Charlotte NC 28212            For Mail:                  Charlotte NC 28212
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Tenant's Phone:                704-361-1115                  Tenant's Fax:              704-364-4039
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</TABLE>

                              W I T N E S S E T H:
                              --------------------


         THAT for and in consideration of the mutual  agreements of Landlord and
Tenant  including the rental to be paid by Tenant to Landlord,  Landlord  hereby
leases to Tenant and Tenant  hereby leases and rents from Landlord the following
demised premises on the terms and conditions hereinafter set forth, to wit:


                                      -1-
<PAGE>

                          ARTICLE I: BASIC LEASE TERMS
                          ----------------------------

Section 1.        Demised Premises and Term.


Premises:         The Buildings ("Building 1" and "Building 2" and real property
                  beneath and adjacent thereto (the "Lot") described in Exhibits
                  A and A-1 (collectively the "Premises").

Lease Term:           Five (5) Years
Term Commencement Date:  See Article III, Section 1
Security Deposit: $10, 663.75 (carry over from prior lease)
Prepaid Rent: $0.00


Section 2.        Exhibits (incorporated by reference).

Exhibit A         Site Plan
Exhibit A-1       Lot Description


                      ARTICLE IA: CONSTRUCTION OF BULDNG 2
                      ------------------------------------

Section 1. Construction of Improvements.  Landlord shall use its best efforts to
cause Building 2 to be constructed on the Lot in a good and  workmanlike  manner
in  accordance  with the plans and  specifications  previously  agreed  upon and
approved by the parties,  site plan  restrictions,  applicable  building  codes,
zoning  regulations and other applicable laws. The "Target Date" for substantial
completion of Building 2 is February 28, 2007. Substantial completion shall mean
to complete the construction of Building 2 so that (i) all  systems--electrical,
heating,  air  conditioning  and  ventilation,  plumbing and sanitary  sewer are
complete and have passed applicable  inspections;  (ii) a temporary or permanent
certificate  of occupancy  for Building 2 has been issued;  (iii) Tenant can use
the Premises for their intended purposes without material interference to Tenant
conducting  its ordinary  business  activities so that (iv) the only  incomplete
items are minor or insubstantial details of construction, mechanical adjustments
or finishing touches.

Section 2. Notice.  Landlord shall give Tenant at least thirty (30) days advance
written notice of the estimated  substantial  completion  date if different from
the Target Date. If the  estimated  substantial  completion  date changes at any
time after Landlord gives notice,  then Landlord shall give thirty (30) calendar
days advance notice of the new estimated substantial completion date.

                                      -2-
<PAGE>

Section 3. Inspection and Punch list.  Before the Lease Term  Commencement  Date
(as defined in Article II below),  the  parties  shall  inspect the  premises of
Building  2,  have all  systems  demonstrated,  and  prepare a  punch-list.  The
punch-list   shall  list  incomplete,   minor,  or   insubstantial   details  of
construction;  necessary mechanical  adjustments,  and needed finishing touches.
Landlord  will  complete the punch list items within thirty days after the Lease
Term Commencement  Date.  Landlord will also promptly correct any latent defects
as they become known, if Tenant notifies  Landlord within thirty (30) days after
Tenant first learns of the defect.

Section 4. Compliance with  Environmental  Laws.  Landlord warrants that, to the
best of its  knowledge,  (i) the Lot is not now, and has not been at any time in
the past, a site or location for the use, generation,  production,  manufacture,
treatment,  storage, disposal, discharge, release or transportation of hazardous
materials,  (ii) the Lot is in compliance with all hazardous materials laws; and
(iii) there are and there are, and have been,  no  underground  or  above-ground
storage tanks  installed on or under,  or removed from the  Premises.  Hazardous
materials means all  petroleum-based,  toxic or hazardous materials regulated by
any federal, state or local governmental authorities.

                              ARTICLE II: PREMISES
                              --------------------

Section 1. Description.  The Premises this day leased and demised are located at
3400 Latrobe Drive, in Charlotte, Mecklenburg County, North Carolina and consist
of two office/warehouse buildings (Building 1 and Building 2, collectively,  the
"Buildings"),  real property beneath and immediately adjacent thereto containing
approximately 6.541 acres, and landscaping and sidewalks which are situated upon
the real property described on Exhibit A-1 (the "Lot").

Section 2.  Quiet  Enjoyment.  Landlord  agrees  that  Tenant,  upon  paying the
stipulated rental and keeping and performing all of the agreements and covenants
herein  contained to be  performed by Tenant,  shall hold and enjoy the Premises
for the Lease Term, subject to the terms of this Lease and any mortgage to which
this Lease is or may be  subordinated.  Tenant shall have the exclusive right to
use and enjoy the Premises and all elements there, including the Buildings,  the
parking areas and landscaped and other exterior areas and facilities.

Section  3.  Acceptance  of  Premises.  Landlord  will  deliver  Building 2 in a
broom-clean,  move-in  condition,  with all equipment  and  fixtures,  including
plumbing, HVAC and electrical systems servicing Building 2 being in good working
order, which Landlord shall warrant for a period of six (6) months following the
commencement date. Except as herein provided, the Tenant accepts the Premises in
their "as-is"  condition and Landlord makes no  representation  or warranty with
respect to their condition or suitability for Tenant's purposes.

                                      -3-
<PAGE>

                             ARTICLE III: LEASE TERM

Section 1. Initial Term. The Lease Term  Commencement  Date shall be the earlier
of: (a) the date Tenant  takes  possession  of and  occupies  Building 2; or (b)
after Building 2 is substantially  completed according to Article IA, Section 1,
Landlord  give the notice  required  by Article IA,  Section 2, and  Landlord is
ready, willing, and able to deliver actual possession of Building 2. The term of
this Lease shall commence on the Term  Commencement  Date and shall terminate at
6:00 p.m. on the Termination  Date. Prior to the Lease Term  Commencement  Date,
Tenant may  continue  to occupy  and  possess  Building  1 as a holdover  tenant
pursuant to the terms and conditions of that certain Lease Agreement dated March
21, 2001 at the current rental rate.

Section 2. Renewal Terms.  Provided  Tenant is not in default in its performance
of its  obligations  hereunder,  the term of this Lease may be  extended  at the
option  of  Tenant  for two (2)  additional  three  (3)  year  Renewal  Terms as
hereinafter provided.  Tenant's option to extend each term shall be exercised by
written  notice  delivered  to Landlord  given not less than one hundred  twenty
(120) day prior to the  termination  date of the  Initial  Term and the  initial
Renewal Term, respectively.

     The Fixed Rent  payable by Tenant  during any such Renewal Term shall be as
agreed upon between Landlord and Tenant in writing.

Section 3. Holdover.  Tenant shall, at the  termination of this Lease,  yield up
immediate  possession of the Premises to Landlord as herein above  provided.  If
Tenant retains possession of and portion of the Premises after termination, then
such  holding  over shall  automatically  constitute  the creation of a month to
month  tenancy  at  sufferance  upon the term and  conditions  set forth in this
Lease.  Tenant shall also pay to Landlord an amount equal to all direct  damages
sustained  by  Landlord  resulting  from  retention  of  possession  by  Tenant,
including those resulting from the loss of or damages to any subsequent  tenant.
No holding over by Tenant,  whether with or without  consent of Landlord,  shall
operate to extend this Lease except as otherwise expressly  provided,  nor shall
receipt of any rent or other apparent affirmation of tenancy operate as a waiver
of Landlord's  right to terminate this Lease and pursue its default remedies for
any  breach of any of the  terms of the  Lease  including  the  holding  over of
Tenant.

Section 4.  Easement  for Entry.  At any time  prior to the  Commencement  Date,
Tenant shall have the right, at its own risk and peril, to enter upon Building 2
for any purpose expressly permitted by Landlord; provided, however, that no such
entry shall in any way interfere with Landlord's work and Tenant shall indemnify
and hold Landlord  harmless from any loss or liability  resulting from any entry
by Tenant.

                                      -4-
<PAGE>

                                ARTICLE IV: RENT
                                ----------------

Section 1. Rent.  Commencing  on the first day of the month  following the Lease
Term Commencement  Date, equal monthly  installments of Fixed Rent in the amount
of $20,458.33 shall be due and payable in advance,  without setoff or deduction,
on or before the first day of each calendar  month at Landlord's  Notice or mail
Address set forth in Article I. Rent for that portion of the month  beginning on
the Lease Term Commencement Date and ending on the day immediately preceding the
first full  monthly  installment  of Fixed Rent is due shall be due and  payable
prior to the Lease Term Commencement  Date and shall be calculated  pro-rata for
such portion of the month.  Fixed Rent shall increase  annually by three percent
(3%)  beginning on the first day of the month  following the  anniversary of the
Lease Term Commencement Date and each anniversary of such date thereafter.

During the Renewal Terms,  if any,  monthly  installments of Fixed Rent shall be
payable in the amounts as agreed upon between Landlord and Tenant.

Section 2.  Additional  Rent.  Tenant shall pay, as  Additional  Rent,  all real
property taxes and assessments,  special or otherwise,  imposed or levied on the
Premises  ("Real Estate  Taxes")  during the Term,  together with all reasonable
legal  fees,  costs and  disbursements  incurred  for  proceedings  to  contest,
determine,  or reduce Real Estate Taxes,  but only to the extent the Real Estate
Taxes are reduced.  Real Estate Taxes shall be  determined  and paid as follows:
each year  during the Term,  Landlord  shall  provide  Tenant with a copy of the
assessment  for Real  Estate  Taxes for the coming  calendar  year issued by the
appropriate  governmental authority.  The amount of the annual Real Estate Taxes
shall be divided by the number 12, to obtain the pro rata monthly amount of Real
Estate  Taxes.  Landlord  shall pay the total Real  Estate  Taxes due  (provided
Landlord may contest or seek a reduction of such Taxes as it deems proper) prior
to the imposition of any late payment fee,  penalty or charge,  and Tenant shall
monthly pay to Landlord as Additional  Rent the pro rata monthly  amount of Real
Estate  Taxes for each  month  during  the Term  until the Term ends or the next
calendar year begins,  whichever first occurs. If, for any reason, Landlord pays
a different  amount of Real Estate Taxes than the amount of the  assessment  for
that period, Landlord shall promptly notify Tenant, provide Tenant with proof of
the different amount,  and the parties shall "true up" the amount paid by Tenant
for Real Estate Taxes during the relevant calendar year with the amount Landlord
actually paid.

Tenant  shall also pay,  as  Additional  Rent,  all  Insurance  Costs.  The term
"Insurance  Costs"  shall mean and include  the cost to  Landlord  of  insurance
obtained in connection with the Premises,  Buildings and Lot including,  without
limitation,  any liability  insurance;  fire, theft or other casualty insurance.
Annual  Insurance costs during the Term shall b paid to the Landlord when and as
due and  reimbursed to the Landlord by Tenant as  Additional  Rent paid pro-rata
monthly during the applicable premium year during the Term on a similar basis as
Real Estate Taxes.

                                      -5-
<PAGE>

Section 2. Late  Charge.  In the event Tenant  fails to pay any  installment  of
Fixed Rent, Additional Rent, or other sum due hereunder within ten (10) business
days of the date when due,  Tenant shall pay to Landlord on demand a late charge
in an amount equal to five percent (5%) of such  installment  or payment to help
defray the  additional  cost to Landlord for processing  such late payment.  The
amount of late charges for any month shall be computed on the aggregated  amount
of delinquent rents and other payments,  including all accrued late charges. The
provision for such late charge shall in no way relive  Tenant of the  obligation
to pay rent or other  payments on or before the date upon which they are due and
shall not be construed as limiting Landlord's remedies in any manner.

                  ARTICLE V: REPAIRS, MAINTENANCE AND UTILITIES
                  ---------------------------------------------

Section 1. Repairs by Landlord. Within sixty (60) days after written notice from
Tenant,  Landlord shall make necessary  structural repairs to the exterior walls
(excluding the exterior of and the frames  surrounding all windows,  doors,  and
plate glass) of the  Premises;  necessary  repairs to the roof,  foundation  and
load-bearing  walls  of the  Building;  necessary  repairs  or  replacements  to
plumbing, pipes, and conduits servicing the Premises;  (provided such are in the
nature of capital  improvements and not necessitated by Tenant's use).  Landlord
shall not be required to make any repair  resulting  from any  negligent  act or
omission of Tenant or any  subtenant,  or their  respective  employees,  agents,
invitees or visitors.  Landlord  shall have no liability  or  responsibility  to
Tenant for loss or damage  should the  furnishing  of any of the  utilities  and
services herein provided be prohibited or stopped for repairs,  alterations,  or
improvements or by reasons or causes beyond Landlord's control,  including,  but
without  limitation,  accidents,  strikes,  lockouts  or  orders of any local or
federal  government.  Landlord shall be responsible for capital  expenditures to
repair or replace the HVAC equipment that exceed $1,000.00 in any calendar year.
All  repairs  made by  Landlord  shall be  performed  in a good and  workmanlike
manner,  in compliance with all applicable codes, and at least equivalent to the
quality of the original work.

Section 2.  Repairs by Tenant.  Tenant  shall keep and  maintain  in good order,
condition  and repair  throughout  the term the Premises and every part thereof,
including, without limitation trash removal,  landscaping,  lawn, parking areas;
fixtures and equipment  located therein;  the exterior and interior  portions of
all doors, windows and glass; electrical wiring and conduits,  plumbing,  sewage
and septic facilities within the Premises;  HVAC equipment;  and interior walls,
floors and ceilings. Tenant's repair and maintenance obligations shall be at its
sole cost and  expense.  All repairs made by Tenant shall be performed in a good
and workmanlike  manner,  in compliance with all applicable  codes, and at least
equivalent  to the quality of the  original  work.  Tenant shall keep in force a
standard maintenance agreement with regard to the HVAC equipment with a licensed
mechanical  contractor acceptable to Landlord in form and content requiring at a
minimum,  quarterly  inspection.  A copy of the  maintenance  agreement shall be
provided to Landlord. Tenant shall, at its own expense, maintain the Premises in
a clean  and  orderly  condition  complying  with  all  governmental  rules  and
regulations applicable to the Premises and shall not cause, allow or create upon
the  Premises  any  condition  which may  constitute a nuisance or danger to the
general public.

                                      -6-
<PAGE>

         If  Tenant   shall  fail  to  commence   its  repair  and   maintenance
obligations,  to the reasonable satisfaction of Landlord within thirty (20) days
after written notice given,  Landlord may make such repairs without liability to
Tenant, and Tenant shall pay to Landlord upon demand the reasonable cost of such
repairs  plus  interest  at the legal rate from the date of demand  until  paid,
subject to the above limitations.

Section 3. Utilities.  Tenant shall pay promptly when due all charges and costs,
including tap fees,  meter deposits,  or hook up charges for  electricity,  gas,
heat,  steam, hot and/or cold water,  air  conditioning,  ventilation,  lighting
systems and other utilities supplied to the Premises, Building and Lot. Landlord
shall have no liability to Tenant for  disruption of any utility  service and in
no event shall such disruption  constitute a constructive eviction or entitle to
any abatement of Rent.

Section 4. Operating  Expenses.  Tenant shall pay one hundred  percent (100%) of
all costs of  occupancy  including,  but not limited to,  real  property  taxes,
hazard  insurance,  utilities,  janitorial,  refuse  removal and HVAC  equipment
maintenance. Landlord shall pay any annual property owner's association fees and
assessments.

Section  5.  Alterations.  Tenant  may not make any  alterations,  additions  or
improvements to the Premises without  Landlord's prior,  written consent.  Minor
decorative changes to the interior do not require Landlord's  consent.  Landlord
shall not  unreasonably  withhold,  delay or condition  consent to nonstructural
interior  alterations to a Building that do not adversely affect its appearance,
value or structural strength.

                          ARTICLE VI: USE AND OCCUPANCY
                          -----------------------------

Section  1.  Use.  Subject  to and  in  accordance  with  all  rules,  statutes,
ordinances  and  regulations  of all  governmental  authorities  and  Landlord's
insurance  carrier,  Tenant shall use and occupy the Premises for general office
and  warehouse  purposes and assembly and testing of automatic  guided  vehicles
only as permitted  under  current I-2 zoning.  Upon  termination  of this Lease,
Tenant will vacate and  surrender  possession  of the Premises (and all fixtures
and systems  appertaining  thereto) to the Landlord in as good  condition as the
Premises were upon the Commencement  Date,  ordinary wear and tear, loss by fire
or other casualty, excepted.

Section 2.  Insurance.  Landlord  shall  obtain and  maintain  in full force and
effect extended coverage casualty  insurance with windstorm,  hail and explosion
coverage for the full replacement value of the Buildings, as the value may exist
from time to time. Landlord and Tenant shall each maintain comprehensive general
liability  insurance,  with  minimum  combined  single limit of liability of two
million  dollars  ($2,000,000.00)  for  personal  injuries  or death of  persons
occurring in or about the Buildings and Lot.

                                      -7-
<PAGE>

Section 3. Waiver of  Subrogation.  Landlord and Tenant hereby each agree to use
all  reasonable  commercial  effort to have any insurer  providing  insurance to
either of them issue a waiver of any right of subrogation  which such insurer of
one party may  acquire  against  the other by virtue of its  payment of any loss
pursuant to such insurance coverage.

Section 4. Indemnity. Tenant shall indemnify, defend and hold harmless Landlord,
its agent,  servants  and  employees,  from and  against  any and all claims and
demands  whether  for  injury to  person,  loss of life or  damage to  property,
related to or  arising in any manner  from  Tenant's  use and  occupancy  of the
Premises  or  occasioned  wholly or in part by any act or  omission of Tenant or
Tenant's agents,  contractors,  employees,  sublessees,  customers and invitees.
Landlord shall  indemnify,  defend and hold Tenant harmless from and against any
all claims and demands,  whether for injury to person, loss of life or damage to
property for incidents  occurring in or bout the Lot or Buildings  caused by the
negligence or willful misconduct of Landlord, its agents, employees or invitees.
When a claim is caused by the joint negligence or willful misconduct of Landlord
and Tenant or a party and an unrelated third party,  each party's  obligation to
defend,  indemnify  and hold the other  harmless  shall be in  proportion to its
allocable share of the joint negligence or willful misconduct.

Section  5.  Tenant's  Personal  Property.  Except  with  respect  to the  gross
negligence or willful  misconduct  of Landlord,  its agents and  employees,  (a)
Landlord  shall not be liable for any damage to or loss of  Tenant's  or other's
personal  property  located in the Premises by theft or otherwise;  (b) Landlord
shall  not be  liable  for any  injury or  damage  cause by any  persons  in the
Premises or elsewhere  on the Lot; and (c) Landlord  shall not be liable for any
injury or damage to persons  or  property  or to the  interior  of the  Premises
resulting from fire, explosion,  falling plaster, steam, gas, water, rain, snow,
or the leaking of the roof or the  bursting,  leaking or  overflowing  of water,
sewer or other pipes.

Section 6. Compliance With Laws. During the Term, Landlord shall comply with all
applicable laws regarding the Lot and Buildings except to the extent Tenant must
comply.  Tenant shall comply with all applicable laws (i) regarding the physical
condition of the Premises, but only to the extent the applicable laws pertain to
the  particular  manner in which Tenant uses the  Premises;  or (ii) that do not
relate to the physical condition of the Premises but relate to the lawful use of
the Premises and with which only the occupant can comply such as laws  governing
maximum occupancy, workplace smoking and illegal business operations.


              ARTICLE VII: DAMAGE OR DESTRUCTION AND EMINENT DOMAIN
              -----------------------------------------------------

Section 1. Damage or Destruction.  If all or any part of the Premises is damaged
or destroyed by fire, storm, war, riot, Act of God, unavoidable accident, public
enemy or other  casualty,  this Lease  shall  continue in full force and effect,
unless  terminated as provided below, and Landlord shall,  within a commercially
reasonable period after such destruction, repair and restore the Premises to the
condition in which they were prior to such damage or destruction; provided,

                                       -8-
<PAGE>

however  Landlord shall not be obligated to commence such repair until insurance
proceeds  are  received by Landlord and  Landlord's  obligation  for such repair
shall be  limited to the  proceeds  actually  received.  Should  such  damage or
destruction render the Premises  unsuitable for occupancy,  in whole or in part,
then during the time  required for  repairing  and  restoring  said  Premises as
aforesaid, Tenant's rental shall be proportionately reduced in the same ratio as
the portion of the Premises rendered unsuitable for occupancy bears to the total
square.

         Notwithstanding anything contained herein to the contrary,  Landlord at
its option may terminate this Lease on thirty (30) days notice to Tenant if: (a)
the  Premises  or the  Building  are  damaged  or  destroyed  as a result  of an
occurrence which is not covered by Landlord's insurance; (b) the Premises or the
Building  are damaged or  destroyed  during the last six (6) months of the Lease
Term;  or (c) the Building is damaged  (whether or not the Premises are damaged)
to such a  significant  extent  that,  in the sole  judgment  of  Landlord,  the
Building cannot be operated after repair as an economically viable unit.

Section 2. Eminent  Domain.  In the event the entire Premises are taken by power
of eminent  domain,  this Lease  shall  terminate  automatically  as of the date
possession  is required to be  delivered.  If less than all but more than thirty
percent  (30%) of the floor  area of the  Premises  should be taken,  this Lease
shall,  at the option of either  party,  terminate  effective on the date of the
taking by written  notice given to the other party within thirty (30) days after
the date of the taking.  If the Lease is not terminated as above  provided,  the
provisions  of this Lease shall remain in full force and effect  except that the
rent payable by Tenant after the taking  shall be reduced in  proportion  to the
area of the Premises  taken.  All  condemnation  awards and proceeds of sales in
lieu of  condemnation  shall belong solely to Landlord,  but Tenant may make any
separate claim for business  interruption or relocation expenses to which it may
be entitled.

                      ARTICLE IX: ASSIGNMENT AND SUBLETTING
                      -------------------------------------

         Tenant  may not  assign,  transfer,  mortgage  or pledge  this Lease or
sublet all or any portion of the  Premises,  without  Landlord's  prior  written
consent (which consent shall not be unreasonably  withheld or delayed,  provided
such a transfer is for a similar use of the Premises). Any assignment, transfer,
mortgage, pledge, sublease, or other encumbrance shall not affect the continuing
primary liability of Tenant and no consent to any of the foregoing in a specific
instance shall be deemed a waiver of any subsequent instance.

         Notwithstanding the foregoing,  the Tenant shall be permitted to assign
this Lease to any of its subsidiaries or affiliated  companies without the prior
written consent of the Landlord.

                               ARTICLE X: DEFAULT
                               ------------------

                                      -9-
<PAGE>

Section 1. Default.  Any one or more of the following  events shall be deemed to
be events of default by Tenant  under this Lease:  (a) Subject to the  exception
hereinafter  provided,  Tenant shall fail to pay any  installment  of Fixed Rent
when due; or fail,  after a period of ten(10) days written notice of nonpayment,
to remit to Landlord any other payment or reimbursement required hereunder;  (b)
Tenant shall become  insolvent,  or shall make an assignment  for the benefit of
creditors,  or shall file or have filed against it a petition  under any section
or  chapter of the United  States  Bankruptcy  Code,  as  amended,  or under any
similar  law or statute of the United  States or any state  thereof;  (c) Tenant
shall fail to comply with any term,  or  provision of this Lease (other than the
foregoing in this  paragraph for which a cure period is  designated),  and shall
not cure such failure within twenty (20) days after written  notice,  or if such
event is not capable of being cured within  twenty(20) days Tenant shall fail to
commence and thereafter diligently pursue said cure to completion;  (d) Tenant's
shall abandon or vacate any substantial portion of the Premises; (e)Tenant shall
fail to vacate the Premises  immediately upon termination of this Lease, or upon
termination  of  Tenant's  right  to  possession  only.   (Notwithstanding   the
provisions of subparagraph (a) above,  Tenant shall be afforded one ten (10) day
written notice and opportunity to cure per twelve (12) month period with respect
to Tenant's failure to pay Fixed Rent when due).

Section 2. Remedies.  Upon the  occurrence of any event of default  described in
Section 1, above,  or elsewhere in this Lease,  Landlord shall have the right to
terminate  this Lease,  or to  terminate  Tenant's  right to  possession  of the
Premises  only,  without  termination  this  Lease,  and  to  simultaneously  or
thereafter pursue any and all remedies available to Landlord at law or in equity
for the  recovery  from  Tenant  for all  damages,  including  attorneys'  fees,
suffered by Landlord by reason of Tenant's default.

Section 3. No Waiver.  Landlord's  acceptance  of the payment of rental or other
payments  hereunder  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.  If, on account  of any breach or default by Tenant in its  obligations
under  the terms and  conditions  of this  Lease it shall  become  necessary  or
appropriate for Landlord to employ or consult with an attorney  concerning or to
enforce or defend any of Landlord's rights or remedies hereunder,  Tenant agrees
to pay any and all attorney's fees and expenses so incurred.

Section 4. Mitigation.  Landlord shall mitigate its damage by making  reasonable
efforts to relet the  Premises on  reasonable  terms.  Landlord  may relet for a
shorter  or longer  period of time  than the Lease  Term and make any  necessary
repairs or alterations.  Landlord may relet on any reasonable  terms including a
reasonable  amount of free rent. If Landlord  relets for a period of time longer
than the current  Lease  Term,  then any  special  concessions  given to the new
tenant shall be allocated  through out the entire  reletting  term to not unduly
reduce the amount of  consideration  received by Landlord  during the  remaining
period of Tenant's Term.

                                      -10-
<PAGE>

                         ARTICLE XI: GENERAL PROVISIONS

Section 1.  Subordination.  Upon written  request of Landlord,  Tenant agrees to
execute an agreement  subordinating  Tenant's interest in this Lease to the lien
of any mortgage or deed of trust covering the Premises, and will agree to attorn
to any  such  mortgagee  provided  Tenant's  right  to the  peaceful  and  quiet
possession of the Premises is recognized by said mortgagee.

Section 2.  Estoppels.  Tenant  agrees  from time to time,  within ten (10) days
after  request of  Landlord,  to deliver to  Landlord  an  estoppel  certificate
stating that this Lease is in full force and effect,  the date to which rent has
been paid, the unexpired term of this Lease, and other such matter pertaining to
this Lease as may be  requested by Landlord.  It is  understood  and agreed that
Tenant's obligation to furnish an estoppel  certificate in a timely fashion is a
material inducement for Landlord's execution of this Lease.

Section 3. Choice of Law and Construction.  Time is of the essence in this Lease
and all of its provisions,  after ten (10) days written notice. This Lease shall
be in all  respects  governed by the laws of the State of North  Carolina.  This
Lease,  together with its exhibits,  contains all of the agreements  between the
parties  hereto and  supersedes  any previous  negotiations.  There have been no
representations  made by Landlord  or  understandings  made  between the parties
other  than those set forth in this  Lease and its  exhibits.  Any waiver by the
Landlord  of its  rights  under  this  Lease on any one  occasion  shall  not be
construed  to be a waiver of such  right on any other  occasion.  If any of this
Lease, or the application  thereof to any person or  circumstances  shall to any
extent  be  invalid  or  unenforceable,  the  remainder  of this  Lease,  or the
application of such term to not be affected thereby, and each term of this Lease
shall be valid and enforceable to the fullest extent permitted by law.

Section  4. Bind and Inure.  The  obligations  of this Lease  shall run with the
land,  and this  Lease  shall be  binding  upon and inure to the  benefit of the
parties  hereto and their  respective  successors  and assigns,  except that the
Landlord named herein and each successive  owner of the Building shall be liable
only for the obligations accruing during the period of its ownership.

Section 5. Notices.  All notices required or permitted under this Lease shall be
in writing,  signed by the party giving such notice and transmitted by certified
mail,  postage  prepaid,  and shall be deemed given when deposited in the United
States Mails addressed to Tenant or Landlord at their  respective  addresses for
notice set forth in Article I hereof.

Section 6. Brokers.  The Tenant and Landlord  warrant to each other that no real
estate broker or other person will claim a commission  in  connection  with this
Lease  arising from each party's  separate  actions.  Should any other claim for
commission be established,  the parties hereby agree to hold each other harmless
with  respect  thereto to the extent that one or the other is shown to have been
responsible for the creation of such claim.

                                      -11-
<PAGE>

Section 7.  Memorandum  of Lease.  At the request of either  party,  the parties
shall promptly execute and record,  at the cost of the requesting party, a short
form memorandum described the Premises and stating the Lease Term, the Beginning
and Ending  Dates,  and other  information  the parties agree to include in such
Memorandum.

Section 8. Prior  Lease.  The parties  terminate  that certain  Lease  Agreement
between them dated March 21, 2001 and all tenancies  created thereby,  effective
as of the Lease Term Commencement Date. The parties represent and warrant one to
the other that there are no undischarged claims, defaults or liabilities arising
out of or related that Lease Agreement and that all obligations  created thereby
have been satisfied in full.

         IN WITNESS WHEREOF, the parties hereto have cause this Lease to be duly
executed as of the day and year first written above.


LANDLORD:                                   TENANT:

KENNINGTON FAMILY LIMITED                   TRANSBOTICS CORPORATION,
LLC, a North Carolina limited               A Delaware corporation
partnership



By: /s/ Curt Kennington                     By:  /s/ Claude Imbleau
   ---------------------------                 ---------------------------
General Partner                             Chief Financial Officer


                                      -12-