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CIPAR INC.




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TABLE OF CONTENTS
 SECTION ONE  EXHIBITS
    
    
    5SECTION TWO  DEFINITIONS
    
    
    6SECTION THREE  PREMISES
    
    
    8SECTION FOUR  TERM
    
    
    8SECTION FIVE  RENTAL
    
    
    8SECTION SIX  SECURITY DEPOSIT
    
    
    9SECTION SEVEN  TENANT IMPROVEMENTS/ACCEPTANCE OF PREM1SES
    
    
    10SECTION EIGHT  DELAYS IN POSSESSION
    
    
    11SECTION NINE  PERMITTED USES
    
    
    12SECTION TEN  NO LIENS BY TENANT
    
    
    12SECTION ELEVEN  USE OF COMMON AREAS
    
    
    13SECTION TWELVE  TAXES AND ASSESSMENTS
    
    
    13SECTION THIRTEEN  UTILITIES AND COMMON AREA MAINTENANCE EXPENSES
    
    
    13SECTION FOURTEEN  INSURANCE  LANDLORD
    
    
    14SECTION FIFTEEN  INSURANCE  TENANT
    
    
    14SECTION SIXTEEN  WAIVER OF SUBROGATION
    
    
    15SECTION SEVENTEEN  INDEMNIFICATION
    
    
    15SECTION EIGHTEEN  QUIET TITLE
    
    
    16SECTION NINETEEN  REPAIRS AND MAINTENANCE
    
    
    16SECTION TWENTY  ALTERATIONS AND TRADE FIXTURES
    
    
    17SECTION TWENTY-ONE  SURRENDER
    
    
    19
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SECTION TWENTY-TWO  RIGHT OF ENTRY
    
    
    19SECTION TWENTY-THREE  PROSPECTIVE TENANTS & PURCHASERS
    
    
    19SECTION TWENTY-FOUR  CONDEMNATION
    
    
    20SECTION TWENTY-FIVE  DAMAGE OR DESTRUCTION
    
    
    20SECTION TWENTY-SIX  FORCE MAJEURE
    
    
    21SECTION TWENTY-SEVEN  ASSIGNMENT AND SUBLEASE
    
    
    21SECTION-TWENTY-EIGHT SUBORDINATION
    
    
    22SECTION TWENTY-NINE  ESTOPPEL LETTER
    
    
    23SECTION THIRTY HOLDOVER
    
    
    24SECTION THIRTY-ONE  ABANDONMENT
    
    
    24SECTION THIRTY-TWO BROKERS
    
    
    24SECTION THIRTY-THREE  DEFAULT
    
    
    24SECTION THIRTY-FOUR  NO WAIVER; RIGHT TO CURE
    
    
    26SECTION THIRTY-FIVE  MEMORANDUM OF LEASE
    
    
    27SECTION THIRTY-SIX  ARBITRATION
    
    
    27SECTION THIRTY-SEVEN  RULES AND REGULATIONS
    
    
    28SECTION THIRTY-EIGHT  CORPORATE AUTHORITY
    
    
    28SECTION THIRTY-NINE  NOTICES
    
    
    28SECTION FORTY  ACCORD AND SATISFACTION
    
    
    29SECTION FORTY-ONE  NO REPRESENTATIONS BY LANDLORD
    
    
    29SECTION FORTY-TWO  LIABILITY OF LANDLORD
    
    
    29SECTION FORTY-THREE  MORTGAGEE PROTECTION
    
    
    29SECTION FORTY-FOUR  LANDLORDS RIGHT TO ASSIGN
    
    
    30
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SECTION FORTY-FIVE  TENANTS FINANCIAL STATEMENTS
    
    
    30SECTION FORTY-SIX  OPTION TO EXTEND
    
    
    31SECTION FORTY-SEVEN  MISCELLANEOUS
    
    
    31EXHIBIT A  LEGAL DESCRIPTION
    
    
    34EXHIBIT B  LEASING PLAN OUTLINING PREMISES
    
    
    35EXHIBIT B-1 - TENANTS SPACE PLAN
    
    
    36EXHIBIT C  TENANTS FINANCIAL STATEMENTS
    
    
    37
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LEASE AGREEMENT
 rd CIPAR INC. Delaware
 RECITALS
  14,964 (which area shall be subject to field measurement
by Landlords Architect)
 light assembly and
distribution and
   SECTION ONE  EXHIBITS
  1. Exhibit A:
    
    A legal description of the property upon which the Building is
situated and of which the Premises are a part.2. Exhibit B:
    
    Leasing Plan outlining a portion of the Building to be leased
hereunder, consisting of a Gross Rentable Area of approximately 14,964 Square
Feet (hereinafter referred to as the Commercial Space) and showing the Service
Corridor and other Common Areas of the Building. The actual area of the Premises shall
be verified by field
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measurement by Landlords Architect and, if there is any variance,
Tenants Share in Section 2, Paragraph 9, the Base Rent in Section 5.1, and the Security
Deposit in Section 6 shall be adjusted accordingly.3. Exhibit B-1:
    
    Tenants Space Plan dated October 16, 2006.4. Exhibit C:
    
    Tenants Financials
 SECTION TWO  DEFINITIONS
      Cipar Inc., Delaware
  6




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28.10 % 14,964
    th
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SECTION THREE  PREMISES
   SECTION FOUR  TERM
 sixty-six (66 first (1 st ) February, 2007, or the date on which the Tenant
Improvements described in Section 7 below are substantially completed thirty-first (31 st ) July, 2012 If the Commencement Date is other than February 1, 2007, Landlord and Tenant
shall execute a letter agreement amendment confirming such other date and the ending date of this
LEASE, which ending date shall be the last day of the sixty-sixth (66 th ) full calendar
month following the actual Commencement Date. Such letter agreement amendment shall also include
any other terms of the Lease which may need to be adjusted as a result of any change in the total
area of the Premises.
 SECTION FIVE RENTAL
 Section 5.1. Base Rent.
 a total Six Hundred Thirty-five Thousand and Five and 44/100
Dollars 635,005.44 payable as follows: the sum of Nine Thousand Two Hundred
Seventy-five and 84/100 Dollars ($9,275.84) per month for Lease months one (1) through
eighteen (18), and the sum of Nine Thousand Seven Hundred Fifty and 84/100 Dollars
($9,750.84) per month for Lease months nineteen (19) through sixty-six (66)
  8




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Section 5.2 Annual Rental Adjustment. 2007 th
  Section 5.3  Rent Tax
 SECTION SIX  SECURITY DEPOSIT
 Nine Thousand Seven Hundred Fifty and 84/100 ($9,750.84)
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SECTION SEVEN  TENANT IMPROVEMENTS
 for the purposes of preparing any construction drawings
necessary for the performance of the Tenant Improvements in Tenants Premises based on the space
plan prepared by Tenant dated October 16, 2006 and attached hereto as Exhibit B-1 (Space Plan),
which Tenant Improvements are more fully described below. perform the Tenant Improvements in such Tenant Improvements The Tenant Improvements shown on Exhibit B-1
and described below shall be performed at Landlords expense. requests any work or
improvements (including any upgrades in finishes or fixtures) in the Tenant
Improvements outlined below or if Tenant makes any revisions to the Space Plan after Landlords
architect has begun preparation of construction drawings additional and/or additional architectural and engineering fees additional s and/or fees
 Landlord shall perform the Tenant Improvements in the Premises:
 1
    )
    
    
    
    Demolish walls and construct new walls in Office Area so that the layout of the Premises
shall be as shown on the attached Exhibit B-1; construct locker room (excluding lockers,
which shall be at Tenants expense) and small restroom in the Warehouse Area consisting of a
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commode and wall-hung sink (the shower shown on the Space Plan will be installed at
Tenants expense).2
    )
    
    
    
    Re-use existing office doors where possible and purchase matching hollow-core doors as
needed.3
    )
    
    
    
    Replace ceiling tiles (and grid where necessary) throughout Office Area with Building
Standard 2x 4 (USG 2310) lay-in acoustical tiles.4
    )
    
    
    
    Replace all light fixtures in Office Area with deep cell parabolic light fixtures;
provide strip lighting in Warehouse Area; and provide emergency and exit lights as required
by Code.5
    )
    
    
    
    Install Building Standard carpet throughout Office Area, with an upgrade in Tenants
Board Room with carpet selected from Landlords samples (or up to $15.00/square yard
installed), using direct glue down installation and matching carpet base; install standard
Armstrong VCT tile in restrooms and break room; provide ceramic tile in vestibule; no
flooring will be provided in Warehouse Area.6
    )
    
    
    
    Inspect existing restroom and break room fixtures (including counters and cabinets) and
replace if necessary.7
    )
    
    
    
    Relocate/add sprinkler heads as needed due to new wall configuration.8
    )
    
    
    
    Inspect existing HVAC system in Office Area and make any needed repairs, replacements
and/or modifications, and inspect overhead gas heating units in Warehouse Area and repair
or replace as needed.9
    )
    
    
    
    Paint all walls in Office Area in color(s) to be selected by Tenant;10
    )
    
    
    
    Replace three (3) damaged exterior doors, including one frame.11
    )
    
    
    
    Inspect all exterior windows and blinds and repair as needed.12
    )
    
    
    
    Three (3) wall-mounted duplex 120V electrical outlets will be provided for every 100
square feet of Office Area; power feeds will be provided for Tenants workstations. Tenant
shall be responsible for furnishing power poles and for final electrical connections to
power poles and workstations.13
    )
    
    
    
    All telephone and computer/data installations, wiring, cabling and outlets shall be
Tenants responsibility.
  SECTION EIGHT  DELAYS IN POSSESSION
  11




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SECTION NINE PERMITTED USES
 light assembly and distribution
 SECTION TEN  NO LIENS BY TENANT
  12




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SECTION ELEVEN  USE OF COMMON AREAS
  SECTION TWELVE  TAXES AND ASSESSMENTS
  SECTION THIRTEEN  UTILITIES AND COMMON AREA MAINTENANCE EXPENSES
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SECTION FOURTEEN  INSURANCE  LANDLORD
 Upon request from Tenant,
Landlord shall provide Tenant with a certificate of insurance evidencing such coverage.
  SECTION FIFTEEN  INSURANCE  TENANT
 Landlord acknowledges that Tenants general liability policy is written on a claims
made basis. Tenant agrees that there will be no gaps in its coverage and that it will maintain
continuous coverage throughout the Lease Term as well as through the expiration of any applicable
statute of limitations for any claims that may or might arise out of any accidents or occurrences
resulting from Tenants use of the Building and the Premises or from any act, omission or
negligence of Tenant, its agents, employees, contractors, licensees and/or subtenants, regardless
of when any such claims are filed.
  14




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SECTION SIXTEEN  WAIVER OF SUBROGATION
  SECTION SEVENTEEN  INDEMNIFICATION
  A.
    
    Arising out of or through the use of the Building and Premises or
improvements or any part thereof by Tenant, its agents, employees, contractors,
subtenants and/or licensees, for any purpose consistent or inconsistent with the
provisions of this Lease;
 B.
    
    Arising out of, or directly or indirectly due to, any failure of Tenant, its
agents and/or employees in any respect promptly and faithfully to satisfy its
obligations under this Lease; or
 C.
    
    Arising out of, or directly or indirectly due to, any accident or occurrence
causing injury to any person or persons or property, whether such injury occurs on or
off the Premises, resulting from Tenants use of the Building and Premises or from any
act, omission, or negligence of Tenant, its agents, employees, contractors, licensees
and/or subtenants.
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SECTION EIGHTEEN  QUIET TITLE
  SECTION NINETEEN  REPAIRS AND MAINTENANCE
     16




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properly (s) (are) , and shall provide Landlord with a copy of the maintenance contract, inspection reports,
and repair explanations within thirty (30) days after receipt by Tenant. Should the cost of any one
HVAC repair exceed $1,000.00, prior to the work being performed, Tenant shall submit the repair
estimate to Landlord for Landlords approval and Landlord will reimburse Tenant for the excess cost
over $1,000.00 provided Landlord approved the repair estimate in advance. Prior to approving an
estimate, Landlord, at its option, will have the opportunity to obtain an additional estimate. If
the cost to repair an air conditioning or heating unit exceeds 60% of the cost to replace the unit
or if a mutually acceptable HVAC contractor determines that a unit is beyond economic repair, the
unit in question will be replaced by Landlord, at Landlords expense
 Landlord shall warranty the heating system within the Premises for the first thirty (30) days
of Tenants occupancy and the cooling system within the office portion of the Premises for a period
of thirty (30) days starting from April 15, 2007, and any repairs or maintenance required to the
respective systems during said 30-day periods will be performed by Landlord at Landlords expense.
  SECTION TWENTY  ALTERATIONS AND TRADE FIXTURES
  17




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(i)
    
    Assurance from Tenant that Tenant shall pay all costs and expenses thereof.(ii)
    
    Assurance from Tenant that all such alterations, changes and improvements
shall be made in a good and workmanlike manner, by reputable contractors, in
accordance with all applicable laws and building codes.(iii)
    
    Prior to the making of such alterations, changes or improvements. Tenant
shall submit plans to Landlord specifying such alterations, changes and improvements,
as well as certificates of liability insurance from any contractors performing any
work in the Premises.(iv)
    
    Prior to the making of such alterations. Tenant shall provide Landlord with
assurance that payment for the same will be made by Tenant and that no mechanics
liens or claims of any kind shall arise as a consequence thereof.(v)
    
    Tenant shall pay any increase in the rental charge attributable solely to the
estimated increase in real estate taxes or insurance premiums by reason of such
alteration or improvement.(vi)
    
    Any alterations made by Tenant shall comply with the Americans with
Disabilities Act as well as any path of travel costs that result from the
alterations made by Tenant.
   18




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SECTION TWENTY-ONE  SURRENDER
   SECTION TWENTY-TWO- RIGHT OF ENTRY
  SECTION TWENTY-THREE  PROSPECTIVE TENANTS AND PURCHASERS
  19




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SECTION TWENTY-FOUR  CONDEMNATION
   SECTION TWENTY-FIVE  DAMAGE OR DESTRUCTION
   20




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per diem force majeure
 SECTION TWENTY-SIX  FORCE MAJEURE
  SECTION TWENTY-SEVEN  ASSIGNMENT AND SUBLEASE
  21




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which assignment fee shall not
exceed the sum of Two Thousand and NO/100 Dollars ($2,000.00)
 SECTION TWENTY-EIGHT  SUBORDINATION
  22




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SECTION TWENTY-NINE  ESTOPPEL LETTER
  a.
    
    That the Premises have been satisfactorily completed as of the date of such
letter and that Tenant has accepted possession thereof subject to the terms of this
Lease;b.
    
    The commencement date of this Lease and the expiration date of this Lease,
including renewal periods, if any;c.
    
    The date when rent commenced or commences and the monthly amount of fixed
rent due hereunder;d.
    
    The date through which any advance rentals have been paid;e.
    
    That this Lease is in full force and effect and that no default in the terms
and provisions hereof exist, or if a default exists, specifying the nature of the
default;f.
    
    That this Lease is unmodified, unamended, and unaltered except by amendments
specifically recited in such letter; andg.
    
    That Tenant has opened for business within the Premises, if in fact Tenant
has so opened.
   23




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SECTION THIRTY HOLDOVER
  SECTION THIRTY-ONE  ABANDONMENT
  SECTION THIRTY-TWO  BROKERS
 Egar-Steiger Associates Egar-Steiger Associates (whose commission in connection with
this Lease shall be paid by Landlord pursuant to a separate agreement between Egar-Steiger
Associates and Landlord),
 SECTION THIRTY-THREE   DEFAULT
    24




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SECTION THIRTY-FOUR  NO WAIVER; RIGHT TO CURE
   26




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SECTION THIRTY-FIVE  MEMORANDUM OF LEASE
  SECTION THIRTY-SIX ARBITRATION
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SECTION THIRTY-SEVEN- RULES AND REGULATIONS
  SECTION THIRTY-EIGHT  CORPORATE AUTHORITY
 Delaware
 SECTION THIRTY-NINE  NOTICES
  
 At the Premises
 With a copy to:
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Robert Pawlak
Cohesant Technologies, Inc.
5845 W. 82 nd  Suite 102
Indianapolis, IN 46278
 Michael Ellis, Esquire
Porter Wright Morris & Arthur, LLP
925 Euclid Avenue, Suite 1700
Cleveland, OH 44115-1483
 SECTION FORTY ACCORD AND SATISFACTION
  SECTION FORTY-ONE  NO REPRESENTATIONS BY LANDLORD
  SECTION FORTY-TWO  LIABILITY OF LANDLORD
  29




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SECTION FORTY-THREE  MORTGAGEE PROTECTION
  SECTION FORTY-FOUR  LANDLORDS RIGHT TO ASSIGN
  SECTION FORTY-FIVE  TENANTS FINANCIAL STATEMENTS
  30




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SECTION FORTY-SIX  OPTION TO EXTEND
 Provided Tenant is not in default or in breach of any of the provisions contained in this
Lease, Tenant (but no one other than Tenant or a permitted assignee) shall have the option to
extend this Lease for one (1) additional five (5) year period (Extension Period) at the then
prevailing market rate for comparable properties, which shall include a change in the Base Year to
the calendar year 2012 for purposes of calculating Tenants Share of increases in Real Estate Taxes
and Insurance. To exercise its option, Tenant must give written notice to Landlord no later than
six (6) months prior to the ending date of the Term hereof.
 SECTION FORTY-SEVEN  MISCELLANEOUS
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IN WITNESS WHEREOF rd
 WITNESSED:
    
    LANDLORD:COMMERCE CORNERS ASSOCIATES/s/ Paula Stuebbe
    
    By:
    
    /s/ Herbert R. ChislingHerbert R. Chisling, Partner/s/ Maria Guttire
 STATE OF OHIO
    
    
    )
)
    
    
    ss:COUNTY OF CUYAHOGA
    
    
    )
  rd
 /s/ Paula StuebbeNOTARY PUBLICMy commission expires: May 6, 2011
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WITNESSED:
    
    TENANT:CIPAR INC./s/Brian LeMaire
    
    By:
    
    /s/ Morris WheelerMorris Wheeler, Chairman
 STATE OF OHIOCOUNTY OF CUYAHOGA
    
    )
)
)
    
    ss:
  rd
 /s/ Steven EgarNOTARY PUBLICMy commission expires: November 30, 2010
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EXHIBIT A
   34




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LEASING PLAN OUTLINING PREMISES
 35




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TENANTS SPACE PLAN
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TENANTS FINANCIALS
 37