**EXHIBIT 10.6****INDUSTRIAL LEASE**1. **LEASED PREMISES, BUILDING, PROPERTY, COMMON AREAS, AND TERM****.**This Lease Agreement ismade and entered into by and between **KANSAS CITY LIFE INSURANCE COMPANY****,**a Missouricorporation (“Landlord”) and **RAVEN LINING SYSTEMS, INC.****,**an Oklahoma corporation(“Tenant”). The Landlord does hereby demise and lease unto the Tenant approximately**15,000** square feet of space which is a part of the property known as **METRO PARKEAST IV**, said space which is located at **13105 EAST 61ST STREET SOUTH, SUITE A, TULSA,OKLAHOMA** (“Leased Premises”). The building in which the Leased Premises is situated(hereinafter referred to as “Building”; if the Building is a part of a group of buildingscomprising a single development, then, for proration purposes only, the reference shall be to“Buildings”) comprises a portion of the property that is legally described in the attachedExhibit A (“Property”). In addition to the Building and the land upon which the Building issituated, the Property also includes parking areas, loading areas and roadways (“CommonAreas”). The Term of this Lease shall be for a period of **SIXTY (60) MONTHS AND FOURTEEN(14) DAYS**, commencing on **FEBRUARY 15, 2006****,**excepting delays due to strikes, actsof God, failure in delivery of materials and events beyond Landlord’s control, and ending on**FEBRUARY 28, 2011** (“Lease Term”) unless said Lease Term shall be terminated sooner ashereinafter provided.2. **BASE RENT AND SECURITY DEPOSIT**. (a) In consideration of said Lease, the Tenant, without prior notice or demand,agrees to pay to the Landlord on a monthly basis a Base Rent for said Leased Premisesfor the term of the Lease as follows:                 **from** **02 / 15 / 06** **to** **02 / 28 / 06** **$****3,375.00**  **per month**                 **from** **03 / 01 / 06** **to** **02 / 28 / 11** **$****6,750.00**  **per month**                  In addition, Tenant shall also be responsible for payment of personal propertytaxes and Rent taxes, if any. For the purpose of this Lease, the term (“Rent”) shallinclude all Base Rent and any Additional Rent owed by Tenant to Landlord as providedfor herein. Said Rent shall be due and payable in advance on the first day of eachmonth during the Term of this Lease at the office of the Landlord’s ManagementAgent, or such other place as the Landlord from time to time, in writing, maydesignate. Rent not received on or before the fifth (5th) day of each month duringthe Term of this Lease shall be considered delinquent and subject to the LateCharges as enumerated in Paragraph 3 of this Lease. With the execution of thisLease, Tenant has deposited with the Landlord the sum of **$18,468.75**, ofwhich **$10,125.00** shall be applied as February and March Base Rent,**$1,593.75** shall be applied as February and March, Property OperatingExpenses, **$0.00** shall be applied as rental tax, and the balance of**$6,750.00** shall be held by Landlord as a Security Deposit.  (b) Security Deposit is defined as monies pledged as security for the payment ofRent and other charges herein agreed to be paid, and for the faithful performance ofall the terms, conditions, and covenants of this Lease. The Security Deposit shall beheld by the Landlord, and no interest shall accrue thereon to the benefit of theTenant. If at any time during the term of this Lease, Tenant shall be in default in theperformance of any provision of this Lease, and shall fail to remedy or cure saiddefault after having received ten (10) days written Notice of same, then the Landlordmay, at its option, apply monies held as partial or full satisfaction of said defaultor declare said Security Deposit to be forfeited. If Landlord applies all or a portionof Tenant’s Security Deposit to cure said default, Tenant agrees to pay to Landlordwithin ten (10) days of said Notice an equal amount so that the Landlord has at all times a
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   Security Depositequal to the original amount herein agreed to. Tenant’s failure to do so constitutesa default of this Lease. Within sixty (60) days after the Tenant’s satisfactorycompletion of this Lease, Landlord shall refund the Tenant’s Security Deposit infull and without interest. (c) No dispute between the Landlord and the Tenant as to Landlord or Tenantobligations under this Lease shall excuse payment of Rent or the faithful performanceof any other conditions of this Lease by either Party.3. **LATE CHARGE**. Tenant acknowledges that late payment to Landlord of Rent or other sumsdue hereunder will cause Landlord to incur costs not contemplated by this Lease, the exactamount of which would be extremely difficult and impractical to ascertain. Such costs include,but are not limited to, processing and accounting charges, and late charges that may beimposed on Landlord by the terms of any mortgage or trust deed covering the Property.Therefore, in the event Tenant should fail to pay any installment of Rent or any sum duehereunder after such amount is due, Tenant shall, upon demand, pay to Landlord as AdditionalRent, a late charge equal to $50.00 per day said installment of Rent or sum due hereunder ispast due. Said late charge shall be assessed on the 6th day of each month, but only ifLandlord has given prior written notice of failure to receive payment and opportunity forTenant to make payment within one (1) business day of receipt of written notice. Tenant shallbe assessed a $25.00 charge for each check that is returned due to insufficient funds in theTenant’s account. (a) Other Past Due Amounts. All unpaid amounts due and payable by Tenant toLandlord shall accrue interest to the benefit of Landlord at a rate equal to thegreater of eighteen percent (18%) per annum or the maximum amount allowed by applicablelaw, from such due date until such amounts are paid in full.4. **PROPERTY OPERATING EXPENSES**. (a) **REAL PROPERTY TAXES AND PROPERTY INSURANCE PREMIUMS**: Tenant agrees topay to the Landlord as Additional Rent its pro rata share of the estimated realproperty taxes and property insurance premiums incurred during each calendar year. Saidpayment shall be made in advance to the Landlord, in monthly installments and due andpayable on the first day of each month during the Lease Term. As used in thisparagraph, real property taxes shall mean any form of assessment (both general andspecial), levy, penalty, or tax (other than estate or inheritance tax) imposed by anyauthority having direct or indirect power to tax any legal or equitable interest ofLandlord in the Property, including any tax on rent (other than income tax) in lieu of,or in addition to normal real property taxes or assessment (“Real Property Taxes”).Property insurance premiums are those payments made by the Landlord to a third partyfor fire, extended coverage and other coverage against various perils that the Landlorddeems necessary to insure against (“Property Insurance Premiums”).  (b) **OPERATING COSTS**: Tenant agrees to pay to the Landlord as AdditionalRent its pro rata share of the maintenance, repairs and operating costs for theProperty (“Operating Costs”) incurred by Landlord during each calendar year. Saidpayment shall be made to the Landlord in advance, in monthly installments and due andpayable on the first day of each month during the term of this Lease. Said OperatingCosts shall include, but not be limited to, the maintenance, replacement, and repair ofHVAC equipment, electrical fixtures and systems, the replacement of light fixtures andballasts, plumbing fixtures and systems, ceiling tile replacement, building equipmentmaintenance and repairs, landscaping and grounds maintenance, maintenance and repairsto walks and parking areas (including sealcoating, striping, patching and overlay),electricity, gas, sewer, water, and any other utilities furnished to the Property,including any taxes thereon (see Paragraph 3(c) below), management services, roofrepairs, exterior painting, pest control, and any other property maintenance expenseswhich may be required from time to time in maintaining the
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   Property in a prudent manner. In the event Landlord makes an investment for improvements to the Propertywhich has the effect of reducing operating costs, these expenditures will beamortized over the asset’s useful life as determined by the Landlord and suchamortization shall be included as an additional component of Operating Costs.  (c) **PROPERTY OPERATING EXPENSES**: Real Property Taxes, Property InsurancePremiums, and Operating Costs (“Property Operating Expenses”) associated with theoperation of the Property are currently estimated to be **$.85** per square foot.The Tenant’s pro-rata share of Property Operating Expenses is equal to**$1,062.50** per month. Payment shall be made by Tenant to Landlord in monthlyinstallments, and said installments shall be due and payable on the first day of eachmonth during the term of this Lease. Said monthly payments will be in addition to BaseRent and reviewed annually by Landlord, and adjustments required to compensate for anyoverpayment or underpayment will be made at that time. Landlord’s records relating toProperty Operating Expenses for the preceding calendar year shall be made available forTenant’s inspection upon the Tenant’s written request.  (d) **UTILITIES**: The Tenant shall pay all charges incurred for any utilityservices metered to the Leased Premises and shall cause all utility services providedto the Leased Premises to be placed in its name with the respective vendor for directbilling. Such utilities shall include but are not limited to: water, wastewater, stormwater, sewer, electricity, gas, cable television and telecommunications (“UtilityServices”). Tenant shall pay all such billings within ten (10) days of receipt thereof.The Tenant shall not, without the written consent of Landlord, connect with electriccurrent, except through existing electrical outlets in the Leased Premises. If Tenantshall require water, gas, or electric current in excess of that normally supplied foruse of the Leased Premises as general office/warehouse space, Tenant shall first obtainthe written consent of the Landlord, which Landlord shall not unreasonably refuse togrant. Any additional expense in monitoring the water, gas, and electric currentconsumed will be paid for by the Tenant. Costs of any meters, and the installation,maintenance, and repair thereof, shall be paid for by the Tenant.  (e) **MAINTENANCE & REPAIRS BY TENANT**. Tenant agrees to be responsible forall repairs, replacements, and maintenance to the Leased Premises other than thosespecifically required to be performed by Landlord during the term of this Lease. Insuch cases, Tenant agrees to comply with all of the applicable government laws,ordinances, regulations, and any other requirements. Tenant shall promptly pay for thecosts of all work performed and shall indemnify and hold harmless the Landlord againstliens, costs, damages, or expenses incurred in connection therewith, includingattorney’s fees, incurred by the Landlord if Landlord shall be joined in any action orproceeding involving such work. Under no circumstances, except in an emergency, shallTenant commence any such work until Landlord has been provided with evidence that thecontractor is licensed to do the desired repairs in the state in which the LeasedPremises is situated, that the contractor carries adequate worker’s compensation asrequired by the laws of the State in which the Leased Premises is situated, and thatthe contractor carries public liability and builder’s risk insurance in amounts deemedsatisfactory by the Landlord. Tenant shall not be required to make structural repairsor alterations which may be required by governmental rules, orders, or regulationsunless resulting from the business operations maintained by Tenant within the LeasedPremises. In addition, Tenant shall not be responsible for the repair of any damagecaused by the negligence of the Landlord, its employees, or agents. Landlord orLandlord’s agents and representatives shall have the right to enter and inspect theLeased Premises at any time during reasonable business hours, provided that reasonablenotice is given and the Tenant provides an escort, for the purpose of ascertaining thecondition of the Leased Premises or to make such repairs, additions, or alterations asmay be required to be made by the Tenant or the Landlord under the terms of this Lease.Tenant shall pay the Landlord a reasonable charge for any cleaning of the LeasedPremises required because of the carelessness or indifference 
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   of Tenant, or because of the nature of Tenant’s business, and for any special cleaning done atthe request of Tenant. Any janitorial services to be provided to the Leased Premisesshall be at the Tenant’s sole option and expense.  (f) **MAINTENANCE & REPAIRS BY LANDLORD**: Landlord shall be responsible forimplementing the maintenance and repairs associated with the operation and managementof the Property, including but not limited to those items listed in Paragraph 4(b)herein. Landlord shall be responsible for the cost associated with the replacement ofthe roof (if it becomes necessary to do so) and the maintenance and repair of thefoundation and the structural soundness of the exterior walls of the Building. Landlordshall commence to make all repairs required as per this Lease within a reasonable timeperiod of receipt of said Notice from Tenant. Landlord’s liability hereunder shall belimited to the cost of such repairs or corrections.  (g) **LANDLORD DISCLAIMER**: Tenant agrees that Landlord shall not be heldliable for failure to supply to the Leased Premises any plumbing, heating, airconditioning service or Utility Services as herein defined unless such failure is dueto negligence on the Landlord’s part. Landlord reserves the right to temporarilydiscontinue such services due to accidents, repairs, alterations or improvements,strikes, lockouts, riots, acts of God, or any event in which Landlord is unable tofurnish same.5. **PRORATION**. Whenever the term “pro-rata” or any other similar term or phrase appearsin this Lease, it shall refer to the square footage of the Tenant’s Leased Premises (as statedin Paragraph One of this Lease) as a percentage of the total square footage of the Building ofwhich the Leased Premises is a part (or as a percentage of the total square footage of theBuildings of which the Leased Premises is a part). Landlord and Tenant agree that the totalrentable area of the Building or Buildings, as the case may be, is equal to **57,450**square feet, resulting in the Leased Premises accounting for **26.11%** of the totalrentable area contained within the Building or Buildings. Said percentage shall be used incalculating Additional Rent, if any, owed by Tenant per the terms and provisions containedherein.6. **TENANT DEFAULT / LANDLORD REMEDIES**. (a) The following events shall be deemed to be events of default by Tenant underthis Lease: (1) Tenant fails to pay any installment of the Rent or othercharges hereby reserved and such failure continues for a period of five (5)days after receipt of written Notice;  (2) Tenant fails to comply with any term, provision, or covenant ofthe Lease other than the payment of Rent or other charges, and does not curesuch failure within ten (10) days after receipt of written Notice, or asotherwise prescribed in this Lease;  (3) Tenant becomes insolvent, or makes a transfer in fraud ofcreditors, or makes an assignment for the benefit of creditors;  (4) Tenant files petition under any section or chapter of theNational Bankruptcy Act, as amended, or under any similar law or statute of theUnited States or any state thereof; or Tenant is adjudged bankrupt or insolventin proceedings filed against Tenant thereunder;  (5) A receiver or trustee is appointed for all or substantially allof the assets of Tenant;  (6) Tenant supplies false or misleading information to the Landlordor its agents or representatives in the form of personal or business data;
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 (7) Tenant fails to vacate any substantial portion of the LeasedPremises as herein agreed;  (8) Tenant fails to comply with provisions or reportingrequirements of either the Subordination Clause, the Attornment Clause, or theEstoppel Clause contained within this Lease and such failure to complycontinues for a period of ten (10) days after receipt of written Notice;  (9) Tenant fails to discharge any lien that is placed against theProperty, said lien being the result of the Tenant’s actions, within ten (10)days after such lien is filed against the Property. (b) Upon the occurrence of any such events of default, Landlord shall have, inaddition to normal remedies provided by law, the option to pursue any one or more ofthe following remedies provided Tenant is given ten (10) days written notice andopportunity to cure default: (1) Terminate this Lease, in which event Tenant shall immediatelysurrender the Leased Premises to Landlord. If the Tenant fails to surrender theLeased Premises to the Landlord, then Landlord, without prejudice to any otherremedy which it may have for possession or arrearage in Rent, may takepossession of the Leased Premises and expel or remove the Tenant or any otherperson or entity occupying the Leased Premises or any part thereof. Tenantagrees to pay the Landlord on demand the amount of all loss and damage that theLandlord may suffer by reason of such termination, whether through theinability to relet the Leased Premises on satisfactory terms or otherwise,including damages the Landlord may incur due to special sums expended forfixing up the Leased Premises;  (2) Enter the Leased Premises without terminating the Lease andperform the Tenant’s obligations per the terms of this Lease. The Tenant agreesto reimburse the Landlord on demand for all expenses incurred by the Landlordin performing the Tenant’s obligations under this Lease, including the amountof Rent due and payable by the Tenant per the terms of this Lease;  (3) Relet the Leased Premises or any part or parts thereof, eitherin the name of the Landlord or as an agent for the Tenant, for a term or termswhich may, at the Landlord’s option, be less than or exceed the period of theremainder of the Lease term hereof or which otherwise would have constitutedthe balance of the Lease term. The Landlord shall receive the rents for suchreletting and shall apply the same as follows: first, to the payment of anyindebtedness other than rent due hereunder from Tenant to Landlord; second, tothe payment of such expenses as Landlord may have incurred in connection withreentering, ejecting, removing, dispossessing, reletting, altering, repairing,redecorating, sub-dividing, or otherwise preparing the Leased Premises forreletting, including brokerage and reasonable attorney’s fees; and third, tothe fulfillment of the terms, covenants and conditions of this Lease to beperformed by the Tenant hereunder. The Tenant hereby agrees to waive all claimsto any surplus rents, if any. The Tenant shall be and hereby agrees to beliable for and to pay to the Landlord any deficiency arising between the rents,additional rents and other charges due and payable per this Lease and the netrentals received by the Landlord due to the reletting the Leased Premises. Thedeficiency shall be for each month of the period which otherwise would haveconstituted the balance of the Lease term. The Tenant hereby agrees to pay suchdeficiency to the Landlord in monthly installments on the rent day specified inthis Lease. Any suit or proceeding brought to collect the deficiency for anymonth, either during the Lease term or after any termination thereof, shall notprejudice or preclude in any way the rights of the Landlord to collect the deficiency forany subsequent month by similar
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   suit or proceeding. The Landlord shall in noevent be liable in any way whatsoever for the failure to relet the LeasedPremises or, in the event of such reletting, for failure to collect therents due and payable thereunder. The Landlord is hereby authorized andempowered to make such repairs, alterations, subdivisions or otherpreparations for the reletting of the Leased Premises as the Landlord shalldeem necessary without in any way releasing the Tenant from any liabilityunder this Lease. No such re-entry or taking possession of the LeasedPremises by the Landlord shall be construed as an election on the Landlord’spart to terminate this Lease and the Tenant hereby specifically waives anylaw, statue, rule, decree or judgment of any court to the contrary. (c) Pursuit of any of the foregoing remedies shall not preclude pursuit of any ofthe other remedies herein provided or any other remedies provided by law, nor shallpursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent dueto Landlord hereunder or of any damages accruing to Landlord by reason of the violationof any of the terms, provisions, and covenants herein contained. No waiver by theLandlord of any violation or breach of any terms, provisions or covenants hereincontained shall be deemed or construed to constitute a waiver of any other violation orbreach. Upon an event of default by the Tenant, forbearance by the Landlord to enforceone or more of the remedies herein provided shall not be deemed or construed toconstitute a waiver of such default.  (d) The Tenant acknowledges and agrees that should it become necessary for theLandlord to serve a notice for the demand for the payment of Rent or a notice forpossession of the Leased Premises (“Notice”) in accordance with applicable statestatutes, the Notice shall not terminate the Tenant’s obligations to pay future Rentsand this Lease, at the sole option of the Landlord, may continue in full force andeffect;  (e) The laws of the state in which the Property is located shall govern this Leaseand any interpretations or constructions thereof. Further, the place of performance andtransaction of business shall be deemed to be in the county of **TULSA**, state of**OKLAHOMA**, and in the event of any litigation, the exclusive venue and place ofjurisdiction shall be as heretofore prescribed.7. Intentionally Omitted 8. **COSTS AND ATTORNEY’S FEES**. If it becomes necessary for either the Landlord or Tenantto employ an attorney due to the default or breach of a provision of this Lease, to gainpossession of the Leased Premises, or to further protect its interest as granted per the termsand provisions herein contained, the non-prevailing party shall pay, in addition to its owncosts and expenses, a reasonable attorney’s fee and all costs and expenses expended orincurred by the prevailing party in connection with such default or action. 9. **ALTERATIONS TO THE LEASED PREMISES, BUILDING, PROPERTY AND COMMON AREAS.** (a) To Leased Premises. Tenant shall not make any alterations, additions,or improvements to the Leased Premises that are structural or cost in excess of $20,000without the prior written consent of Landlord, which shall not be unreasonably withheldor delayed. Tenant may, at its own cost and expense, make minor alterations such asshelves, bins, and trade fixtures as it may deem advisable, without altering the basiccharacter of the Property or Leased Premises, provided it is accomplished in a good,workmanlike manner. In such cases, Tenant agrees to comply with all of the applicablegovernmental laws, ordinances, regulations, and any other governmental requirements.Tenant shall promptly pay for the costs of all work performed and shall indemnify andhold harmless the Landlord against liens, costs, damages, or expenses incurred inconnection therewith, including attorney’s fees, incurred by the Landlord if Landlordshall be joined in any action or proceeding 
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   involving such work. Under no circumstances shallTenant commence any such work until Landlord has been provided with evidence thatthe contractor is licensed to do the desired repairs in the state in which theLeased Premises is situated, that the contractor carries adequate worker’scompensation as required by the laws of the state in which the Leased Premises issituated, that the contractor is adequately bonded, and that the contractor carriespublic liability and builder’s risk insurance in amounts deemed satisfactory by theLandlord.    Upon Lease termination, Tenant shall remove all alterations, additions,improvements, shelves, bins, equipment, and trade fixtures and partitions erected byTenant and restore the Leased Premises to its original condition, wear and tearexcepted, if so desired by Landlord; otherwise, such improvements shall be deliveredto Landlord with the Leased Premises. All such removals and restorations shall beaccomplished in a workmanlike manner so as not to damage the primary structure orstructural qualities of the Leased Premises, the Property, or any other improvementssituated on the Property.  (b) To Building, Common Areas and Property. Landlord reserves the right tochange from time to time the dimensions and location of the Common Areas, as well asthe dimensions, identity, and type of any building situated on the Property, includingconstructing a new building(s) on and / or removing an existing building(s) from theProperty. Landlord shall also be permitted to make changes to the Building, unlessdoing so would materially interfere with the Tenant’s use of the Leased Premises, inwhich case the Landlord must first reach agreement with the Tenant about those changesthat are to be made to the Building prior to commencing work on any such changes to theBuilding. Landlord also reserves the right to dedicate portions of the Common Areas forstreets, parks, utilities, and other public purposes as well as to utilize portionsthereof for other such uses as the Landlord may from time to time deem profitable ordesirable, provided that in doing so does not unreasonably interfere with the Tenant’suse thereof. The Common Areas shall be subject to rules and regulations as Landlorddeems reasonable and appropriate. Landlord reserves the right to designate specificareas in which vehicles owned by the Tenant, its employees, sublessee(s),concessionaires, and licensees shall be parked, and upon Landlord’s request, the Tenantagrees to furnish to Landlord a complete list of the license numbers of all vehiclesoperated by same. The Landlord reserves the right to temporarily close any part of theCommon Areas for such periods of time as may be necessary to prevent the public fromobtaining prescriptive rights thereto or to make repairs or alterations. The Tenantshall not take any action that would interfere with the rights of the Landlord or ofany other tenants of the Property, including their respective employees, agents,contractors, vendors or invitees.10. **SIGNS, WINDOW COVERINGS**. No sign, placard, picture, advertisement, name, notice,lettering, door sign, window covering, awning, or other projection (“Signage”) visible fromthe exterior of the Leased Premises shall be exhibited, inscribed, painted, or otherwisedisplayed by the Tenant on any part of the inside or outside of the Leased Premises, includingall windows and doors which comprise a portion of the Leased Premises, or on any building(s)situated upon the Property without first obtaining the consent of the Landlord. If theLandlord shall have given said consent, whether before or after the execution of this Lease,said consent shall in no way operate as a waiver or release of any of the provisions of thisLease and shall be deemed to relate only to that particular Signage consented to by theLandlord and shall not be construed as dispensing with the necessity of obtaining thespecified written consent of the Landlord with respect to any other such Signage. Tenant shallremove all Signage at the termination of this Lease. Signage installation and removal shall bemade in such a manner as to avoid injury, defacement, or overloading the Building and anyother improvements thereto. Drawings for all Tenant identification Signage shall be approvedby Landlord before the manufacture and installation thereof. The cost and installation of allSignage shall be at the sole expense of the Tenant, except the marquee sign referenced inParagraph 41(g).
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11. **MECHANIC’S LIENS**. Tenant agrees that it will not permit any mechanic’s liens toattach to the Property.12. **CHARACTER OF OCCUPANCY**. The Leased Premises shall be used exclusively for**WAREHOUSING, LIGHT MANUFACTURING AND OFFICE USE**. Tenant shall at its own cost andexpense obtain any and all licenses and permits necessary for such use. Tenant shall complywith all governmental laws, ordinances, and regulations applicable to the use of the LeasedPremises. The Tenant, at its own cost and expense, shall comply with all laws, rules, andregulations applicable to the peculiar nature of the Tenant’s use of the Leased Premises. TheTenant’s obligation to comply with laws, rules, and regulations applicable to the peculiarnature of the Leased Premises shall include the obligation to locate furniture and fixtures inaccordance with the Americans With Disabilities Act (A.D.A.) and the rules and regulationsadopted thereunder. The Tenant shall promptly comply with all Landlord or governmental ordersand directives for the correction, prevention, and abatement of nuisances in or upon, orconnected with the Leased Premises, all at Tenant’s sole expense. Tenant agrees to pay, ondemand, costs for any damage or repairs to the Leased Premises or Property caused by themisuse of same by the Tenant, its agents, or employees. Tenant shall not permit the LeasedPremises to be used in any way which would, in the opinion of the Landlord, be extra hazardousor which would in any way increase the insurance premiums upon the Property or cause thecancellation of any insurance policy covering the Leased Premises or the Property, nor shallTenant sell or permit to be kept, used, or sold in or about the Leased Premises any articleswhich may be prohibited by a standard form policy of fire or other hazard insurance. IfTenant’s use of the Leased Premises results in any increase in premiums for insurance, Tenantwill promptly reimburse Landlord for the cost of such increase. Tenant’s acts which mightresult in insurance premium increases include, without limiting the generality of theforegoing, such things as storing or using flammable substances, stocking materials too closeto the ceiling or sprinklers, failure to maintain adequate aisles, or failure to impose orenforce smoking rules. Any conduct of Tenant which causes an increase in fire or other hazardinsurance premiums, or which is in violation of recommendations by Landlord’s insurancecarrier, or failure by Tenant to promptly take any corrective action recommended by Landlord’sinsurance carrier shall be a material default under this Lease and Landlord shall be entitledto all of the remedies in Paragraph Six of this Lease.   Tenant shall not use the Leased Premises or permit anything to be done in or about theLeased Premises which will in any way conflict with any law, statute, zoning restriction,ordinance or governmental rule or regulation or requirement of duly constituted publicauthorities now in force or which may hereafter be enacted or promulgated. Tenant shall, atits sole cost and expense, promptly comply with all applicable laws, statutes, ordinances,and governmental rules, regulations, or requirements now in force or which may hereafter bein force, and with the requirements of any board of fire underwriters or other similar bodynow or hereafter constituted relating to or affecting the condition, use or occupancy of theLeased Premises. The judgment of any court of competent jurisdiction or the admission ofTenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenanthas violated any law, statute, ordinance or governmental rule, regulation or requirement,shall be conclusive of that fact as between Landlord and Tenant.   This Paragraph applies particularly and specifically, without limiting the generalitythereof, to any act that is in violation of that body of law generally referred to as TheHazardous Substances Law. At the time this Lease is made, such body of law includes, but isnot limited to, the Atomic Energy Act, the Clean Air Act, the Comprehensive EnvironmentalResponse Compensation and Liability Act of 1980 (known as “Superfund”), the Clean Water Act,the Federal Insecticide, Fungicide and Rodenticide Act, the Occupational Safety and HealthAct, the Resource Conservation and Recovery Act of 1976 (Amended), the Solid Waste DisposalAct, the Toxic Substances Control Act, and the Used Oil Recycling Act. Tenant will indemnifyLandlord against all cost, expense, or loss, including attorney’s fees, which Landlord maysustain as a result of Tenant’s violation of its obligations under this Paragraph. Anyviolation by Tenant of its duties contained herein shall be a material default under this
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  Lease that will entitle Landlord to all of its remedies under this Lease. All obligations of Tenant shall survivetermination of this Lease.13. **POSSESSION**. (a) If Landlord cannot deliver possession of the Leased Premises to the Tenant uponthe commencement of the term hereof, this Lease shall not be void or voidable, norshall Landlord be liable to Tenant for any loss or damage resulting therefrom. The termof the Lease shall be amended to commence on the date when Landlord can deliverpossession of the Leased Premises to the Tenant and the expiration date shall beextended accordingly. If permission is given to Tenant to occupy the Leased Premisesprior to the commencement date of the Lease, such occupancy shall be subject to allprovisions of this Lease other than the payment of Base Rent and Property OperatingCosts. If the Lease term commences on a date later than said commencement date pursuantto the provisions set forth above, Landlord and Tenant agree to execute and acknowledgea written agreement setting forth the actual commencement date and termination date ofthis Lease. This Lease shall be in full force and effect even though either Landlord orTenant may fail or refuse to execute such agreement.  (b) The taking of possession of the Leased Premises by the Tenant shall beconclusive evidence that said Leased Premises was in good and satisfactory conditionwhen possession of same was taken.  (c) Landlord shall attempt to correct in a reasonably timely manner any punch-listitems that may be identified by Tenant during the first month of the Lease term.14 **LEASE ASSIGNMENT OR SUBLETTING**. (a) Landlord’s Consent Required. Tenant shall not have the right to assign,sell, encumber, pledge, sublease or otherwise transfer all or any part of Tenant’sleasehold estate herein (any of the preceding constituting a “Transfer”), or permit theLeased Premises to be occupied by anyone other than the Tenant or its employees, or tosublet the Leased Premises or any portion thereof without first obtaining prior writtenconsent of Landlord. Consent by Landlord to one or more Transfers shall not be deemedto be a consent to any subsequent Transfer. The Tenant shall not change the ownershipof the business in order to avoid this provision, and will, at the request of theLandlord, provide whatever documentation is necessary to establish that the Tenant isin compliance with this provision.  (b) Related Party Transfer. If Tenant desires to Transfer its interestherein to a corporate subsidiary, a corporate parent or an otherwise corporate-relatedentity, or if Tenant wishes to Transfer its interest herein to a successor entity (as aresult of a merger or acquisition) in which the Tenant has at least a fifty percent(50%) interest in the successor entity, then such Transfer of Tenant’s interest hereinmay be consummated without Landlord’s prior approval and without a processing fee,provided that Tenant notifies Landlord within five (5) days of such Transfer of itsinterest herein and provided that the transferee or assignee provides to Landlordwithin five (5) days a certificate of insurance naming Landlord as an additionalinsured and certificate holder with respect to the transferee’s or assignee’s use ofthe Leased Premises as herein required (“Permitted Transfer”).  (c) Tenant’s Request For Landlord Consent. Except in conjunction with aPermitted Transfer, if Tenant desires at any time during the term of this Lease toTransfer its interest, or any portion thereof, it shall first notify Landlord of itsdesire to do so and shall submit to the Landlord in writing the name and address of theproposed assignee, the nature of the proposed assignee’s work or business to beconducted at the Leased Premises, the proposed sublease, assignment, and other Transferdocumentation, all in reasonable detail as Landlord may request, along with anon-
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   refundable processing fee equal to one thousand five hundred dollars ($1,500.00). In addition, Tenant agreesto reimburse Landlord for all legal fees and other expenses associated with anyproposed Transfer.  (d) Landlord’s Rights. At any time within thirty (30) days after Landlordis in receipt of the request referenced in Paragraph 14(c) above, Landlord may bywritten notice to Tenant elect to consent to the Transfer of the Lease upon the termsand to the assignee as proposed or refuse to give its consent to the proposed Transfer.If the Landlord allows Tenant to Transfer its Lease or to sublet the Leased Premises,then in the event of default as herein defined, Landlord may collect all Rent and othersums due hereunder directly from such assignee or subtenant and apply said Rent againstany sums due the Landlord by the Tenant hereunder. Tenant or any other assignor orsublessor may not collect Rent in excess of the existing Lease rates and any such sumsreceived by the Tenant or other assignor or sublessor must be immediately paid to theLandlord. The Landlord shall also have the right to assign any of its rights under thisLease.  (e) No Release of Liability. No Transfer shall relieve Tenant of itsobligations to pay Rent and to perform all other obligations to be performed by Tenantunder this Lease. The acceptance by Landlord of any payment due hereunder from anyother person or entity shall not be deemed to be a waiver by Landlord of any provisionof this Lease or to be a consent to any Transfer unless otherwise provided for herein.15. **INSURANCE, LIABILITY, INDEMNITY AND WAIVER OF SUBROGATION**. **(a)** **Insurance and Liability****.**Tenant shall throughout the Lease Term, at itssole cost and expense, provide and keep in force with responsible insurance companiessatisfactory to Landlord and to any mortgagee under a mortgage constituting a lien uponthe Property, public liability and property damage insurance. The liability limits ofall said insurance shall be a minimum of $2,000,000 Bodily Injury, $1,000,000 PropertyDamage, or a combined single limit of $2,000,000 protecting Landlord and any suchmortgagee, as well as Tenant, against liability to any employees or servants of Tenantor to any other person whomsoever arising out of or in connection with Tenant’s use ofthe Leased Premises or Property or the condition of the Leased Premises. Tenant shallfurnish Landlord a Certificate of Insurance prior to the commencement of this Leasenaming Landlord as an Additional Named Insured and Certificate Holder. Tenant shallalso furnish Landlord’s Management Agent a Certificate of Insurance prior to thecommencement of this Lease naming Landlord’s Management Agent as an Additional NamedInsured and Certificate Holder. Landlord, at its sole option, may procure and maintainat times during the term of this Lease a policy or policies of insurance covering lossor damage to the Property (exclusive of Tenant’s trade fixtures, equipment, andpersonal property), providing protection against those perils as Landlord deemsappropriate.  (b) **Indemnity****.** (1) Tenant hereby agrees to defend, pay, indemnify, and save freeand harmless Landlord, from and against any and all claims, demands, fines,suits, actions, proceedings, orders, decrees, and judgments of any kind ornature by or in favor of anyone whomsoever and from and against any and allcosts and expenses, including reasonable attorney’s fees, resulting from or inconnection with loss of life, bodily or personal injury or property damagearising, directly or indirectly, out of or by any act or omission or negligenceof Tenant, or any subtenant, concessionaire, or licensee of Tenant or theirrespective employees, agents, or contractors in, upon, at or from the LeasedPremises, or its appurtenances.
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 (2) Tenant and all those claiming by, through or under Tenant shallstore their property in and shall occupy and use the Leased Premises and anyimprovements therein and appurtenances thereto, solely at their own risk andhereby release Landlord to the full extent permitted by law, from all claims ofevery kind, including loss of life, personal, or bodily injury, damage tomerchandise, equipment, fixtures, or other property, or damage to business orfor business interruption, arising, directly or indirectly, out of or from oron account of such occupancy and use or resulting from any present or futurecondition, state of repair thereof.  (3) Landlord shall not be responsible or liable for damages at anytime, unless caused by landlords gross negligence or willful misconduct, toTenant, or those claiming by, through or under Tenant, for any loss of life,bodily, or personal injury, or damage to property or business, or for businessinterruption that may be occasioned by or through the acts, omissions ornegligence of any other person.  (4) Landlord shall not be responsible or liable for damages at anytime unless caused by landlords gross negligence or willful misconduct, fordefects, latent or otherwise, in any building(s), in any improvements withinthe Leased Premises or in any of the equipment, machinery, utilities,appliances or apparatus therein. Landlord shall not be responsible or liablefor damages at any time for loss of life, or injury or damage to any person orany property or business of Tenant, or those claiming by, through or underTenant, caused by or resulting from the bursting, breaking, leaking, running,seeping, overflowing or backing up of water, steam, gas, sewage, snow or ice inany part of the Leased Premises or Property or which is caused by, or resultingfrom, acts of nature or the elements, or resulting from any defect ornegligence in the occupancy, construction, operation or use of the LeasedPremises or any of the equipment, fixtures, machinery, appliances, or apparatustherein.  (5) Tenant shall not be responsible or liable for damages at anytime due to the loss of life or injury or damage to any property or business ofTenant, or those claiming by, through or under Tenant, as a result oflandlord’s negligence or willful misconduct. (c) **Waiver of Subrogation****.**In the event that any portion of the Property orany portion of the Leased Premises is damaged or destroyed by fire, explosion or othercasualty, and to the extent that any such loss is covered by insurance in force andrecovery is made for such loss, whether or not such damage or destruction is caused, orclaimed to be caused, by the negligence or misconduct of Landlord or Tenant, or any oftheir respective officers, employees, agents, contractors or invitees, Landlord andTenant hereby mutually release each other from liability and waive all right ofrecovery against each other for any loss from perils insured against under theirrespective fire insurance policies (including extended coverage). Both Landlord andTenant shall cause its insurance company to waive all right of recovery by way ofsubrogation against the other party in connection with any such damage. In addition,during or after Tenant’s occupancy of the Leased Premises, Landlord and Tenant shallindemnify and hold each other harmless from any claim made by way of subrogation byeither the Landlord’s or Tenant’s fire and extended coverage insurance carrier(s).16. **DAMAGE OR DESTRUCTION**. (a) In the event improvements to the Leased Premises or the Property are damaged byany casualty which is insured, then Landlord may either repair such damage as soon asis reasonably possible at Landlord’s expense, in which event this Lease shall
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   continue in full force and effect, or give written Notice to the Tenant within thirty (30) daysafter the date of such occurrence of the Landlord’s intention to cancel andterminate this Lease. If the Leased Premises is totally destroyed during the term ofthis Lease from any cause whether or not covered by the insurance required herein,including any destruction required by any authorized public authority, this Leasemay automatically terminate, at the option of the Landlord, as of the date of suchtotal destruction.  (b) If the Leased Premises is partially destroyed or damaged and Landlord makesrepairs pursuant to this Lease, the Rent payable hereunder for the period during whichsuch damage and repair continues shall be abated in proportion to the extent whichTenant’s use of the Leased Premises is impaired. Except for abatement of Rent, if any,Tenant shall have no claim against Landlord for any damage suffered by reason of suchdamage, destruction, repair, or restoration.17. **EMINENT DOMAIN**. If the Property shall be taken by right of eminent domain, in wholeor substantially in part, for public purposes, then this Lease, at the option of the Landlord,shall forthwith cease and terminate, and the current Rent shall be properly apportioned to thedate of such taking. In such event, Landlord shall receive the entire award for the lands andimprovements so taken, and Tenant shall make no claim against Landlord for compensation inconnection with said taking.18. **SUBORDINATION**. This Lease, and all of the rights of Tenant hereunder, are and shallbe subject and subordinate to any sale and/or lien of any mortgage now or hereafter placed onthe Property or any part thereof, and to any and all renewals, modifications, consolidations,replacements, extensions, or substitutions of said sale and/or mortgage. Tenant agrees toexecute any documents required to effectuate such subordination or to make this Leasesubordinate to the lien of any mortgage, deed of trust, or ground lease, as the case may be.19. **ATTORNMENT**. If a successor landlord under the sale or the holder of the mortgageshall succeed to the rights of the Landlord under this Lease, whether through possession orforeclosure action or delivery of a new lease or deed, then Tenant, upon the request of suchsuccessor landlord, shall attorn to and recognize such successor landlord as Tenant’s Landlordunder this Lease, and shall promptly execute and deliver any instrument that such successorlandlord may request to further evidence such attornment. Tenant hereby irrevocably appointsLandlord or the successor landlord as attorney-in-fact of Tenant to execute and deliver suchinstrument on behalf of Tenant, should Tenant refuse or fail to do so promptly after request.Upon such attornment, this Lease shall continue in full force and effect as if it were adirect lease between the successor landlord and Tenant, upon all of the terms, conditions, andcovenants as set forth herein.20. **ESTOPPEL CERTIFICATES**. The Tenant shall be obligated to duly execute and deliver tothe Landlord within ten (10) days after receipt of written notice an Estoppel Certificate thatcertifies the following information: (a) that the attached Lease, together with all amendments, modifications,extensions and renewals thereof, comprise a complete copy of the entire LeaseAgreement, and that the Lease is presently in full force and effect and has not beenotherwise modified or amended, that there are no oral agreements existing as to theterms of the Lease or the use or occupancy of the Leased Premises, that the Leasecontains all of the understandings and agreements between the Tenant and Landlord andtheir predecessors, if any;  (b) the Lease is correctly identified by the date as stated therein;  (c) the commencement date and the expiration date of the Lease;  (d) the Tenant does or does not have the right to renew the Lease;
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 (e) the Tenant does or does not have the right to terminate the Lease;  (f) the amount of the monthly Base Rent (not including any percentage rent orexpense pass through) presently payable under the Lease and the date through which suchBase Rent has been paid;  (g) the amount of the security deposit the Tenant deposited with the Landlord, ifany;  (h) that the Landlord is not in default of any terms or conditions of the Lease,the Landlord has observed and performed all of its obligations and has fulfilled all ofits warranties and representations, if any, with respect to the Lease and that theTenant is not asserting any offsets, counterclaims or defenses against the Landlord;  (i) that the Tenant is not in default of any terms or conditions of the Lease;  (j) that the Tenant is in possession of Leased Premises and that the LeasedPremises is in conformity with that stated in the Lease;  (k) the Tenant does or does not have an option or a first right of refusal (FRR) topurchase the Property in which the Leased Premises is situated;  (l) the guarantor of the Lease, if any;  (m) the square footage of the Leased Premises, the total square footage of theBuilding (or Buildings) and the Tenant’s pro-rata share thereof;  (n) that the statements contained therein are made for the purpose of verifying thecurrent status of the Tenant’s Leasehold interest in Leased Premises and may be reliedupon by the Landlord and any successor(s) and/or assignee(s).  At the Landlord’s option, the Tenant’s failure to deliver such written instrument within theallotted time period shall constitute a material breach of this Lease or shall be conclusiveupon the Tenant that: 1) this Lease is in full force and effect, without modification exceptas may be represented by Landlord; 2) there are no uncured defaults pertaining to Landlord’sperformance of this Lease; and 3) that the Tenant has not paid in advance more than one (1)month’s Base Rent. 21. **HOLDING OVER**. Should Tenant, or any of its successors-in- interest, hold over theLeased Premises, or any part thereof, after the expiration of the term of this Lease, unlessotherwise agreed to in writing by Landlord, such holding over shall constitute and beconstrued as tenancy from month-to-month only, at a Base Rent equal to 150% of the monthlyBase Rent paid during the last month of the Term prior to the holdover. 22. **QUIET ENJOYMENT**. Landlord warrants that it has full right to execute and to performthis Lease and to grant the estate leases, and, that Tenant, upon payment of the required Rentand performing the terms, conditions, covenants, and agreements contained in this Lease, shallpeaceably and quietly have, hold, and enjoy the Leased Premises during the full term of thisLease as well as any extension or renewal thereof. However, Tenant accepts this Lease subjectand subordinate to any underlying lease, mortgage, deed of trust, or other lien presentlyexisting upon the Property. Landlord hereby is irrevocably vested with full power andauthority to subordinate Tenant’s interest under this Lease to any underlying lease, mortgage,deed of trust, or other lien hereafter placed on the Property, and Tenant agrees upon demandto execute additional instruments subordinating this Lease as Landlord may require. If theLandlord’s interest under this Lease shall be transferred by reason of foreclosure or otherproceedings for enforcement of any lien, deed of trust, or mortgage on the Property, Tenantshall be bound to the transferee (“Purchaser”) under the terms, covenants, and conditions ofthis Lease for the balance of the term remaining, and any extensions or renewals thereof, withthe same force and effect as if the Purchaser were the
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  Landlord under this Lease. Tenantagrees to attorn to the Purchaser, as its Landlord, the attornment to be effective andself-operative without the execution of any further instruments upon the Purchasersucceeding to the interest of the Landlord under this Lease. The respective rights andobligations of Tenant and the Purchaser upon the attornment, to the extent of the thenremaining balance of the term of this Lease, and any extensions and renewals thereof, shallbe the same as those herein contained. 23. **SEVERABILITY CLAUSE**. If any clause or provision of this Lease is illegal, invalid, orunenforceable under present or future laws effective during the term of this Lease, it is theintention of Landlord and Tenant that the remainder of this Lease shall not be affectedthereby. The caption of each paragraph hereof is added as matter of convenience only and shallbe considered to be of no effect in the construction of any provision or provisions of thisLease. 24. **SURRENDER OF POSSESSION**. The Tenant agrees to deliver, upon the surrender to theLandlord, possession of the Leased Premises, along with all keys thereto, at the expiration ortermination of this Lease, by lapse of time or otherwise, in as good repair as when the Tenantobtained the same at the commencement of said term, normal wear and tear excepted, and exceptdamage by the elements (occurring without the fault of the Tenant or other persons permittedby the Tenant to occupy or enter the Leased Premises or any part thereof), or by act of God,or by insurrection, riot, invasion, or of military or usurped power. 25. **REMOVAL OF TENANT’S PROPERTY**. If the Tenant shall fail to remove all effects fromsaid Leased Premises or Property upon the abandonment thereof, or upon the termination of thisLease for any cause whatsoever, the Landlord, at its option, may remove the same in any mannerthat it shall choose, and store the said effects without liability to the Tenant for lossthereof. Tenant agrees to pay Landlord on demand for any and all expenses incurred in suchremoval, including court costs, attorney’s fees, and storage charges on such effects. IfLandlord is forced to sell any of the same at public or private sale to collect any amountsdue under this Lease from Tenant, or simply to dispose of Tenant’s effects, the Landlordagrees to render any surplus to Tenant after deducting all costs and expenses associated withsuch sale. 26. **CONSENT NOT UNREASONABLY WITHHELD**. Unless otherwise provided, whenever consent orapproval of Landlord or Tenant is required under the terms of this Lease, such consent shallnot be unreasonably withheld or delayed. Tenant’s sole remedy, if Landlord unreasonablywithholds or delays consent or approval, shall be an action for specific performance and theLandlord shall not be liable for damages. 27. **TENANT FINANCIAL STATEMENTS****.**Tenants financial statements are currently a matter ofpublic record. In the event that Tenant’s financial statements cease to become matter ofpublic record, Tenant shall furnish to Landlord, upon Landlord’s request but not more thanonce per any given calendar year (except in the event of a sale of the Property, in which caseupon the Landlord’s request, the Tenant shall furnish to Landlord copies of the Tenant’s mostcurrent Financial Statements), copies of various financial reports, including but not limitedto, a Statement of Income and Expense, a Statement of Financial Position, a Statement of CashFlows, a Statement of Change in Financial Position, a copy of the Tenant’s Federal Income TaxReturn and a report enumerating any important information not contained in any of thefinancial statements (“Tenant Financial Statements”). 28. **ENTIRE AGREEMENT**. Tenant acknowledges and agrees it has not relied upon anyagreements, conditions, representations, statements, or warranties except those expressed andcontained herein. Tenant acknowledges and agrees that no amendment or modification of thisLease shall be valid or binding unless expressed in writing and executed by the Landlord andTenant in the same manner as the execution of this Lease. 29. **IMPLIED ACCEPTANCE / SURRENDER**.
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 (a) No act or thing done by Landlord or Landlord’s agents during the Term hereof orany extension thereof, shall be deemed an acceptance or a surrender of the LeasedPremises, and no agreement to accept such surrender shall be valid unless in writingand signed by Landlord or its designated representative.  (b) The delivery of keys to any employee of the Landlord, or of Landlord’s agents,shall not operate as a termination of this Lease or a surrender of the Leased Premises.No partial payment of Rent by Tenant shall be deemed to be other than a payment onaccount, nor shall any endorsement or statement on any check or any letter accompanyingany check or payment as Rent be deemed an accord and satisfaction. Landlord may acceptany such payment of Rent without prejudice to Landlord’s right to recover the balanceof any Rent due or pursue any other remedy available to Landlord.30. **FORCE MAJEURE**. In the event Landlord or Tenant shall be delayed, hindered, orprevented from the performance of any act required herein by reason of strikes, lockouts,labor troubles, inability to procure materials, failure of power, restrictive governmentallaws or regulations, riots, insurrection, war, or any other reason of a like nature (“Event”)that is not the fault of the Party delayed in performing the work or doing the acts requiredunder the terms of this Lease, then said performance of any such act shall be excused for theperiod of time the Event takes place. The period for the performance of any such act shall beextended for a period of time equivalent to the time period of the Event. The provisions ofthis section shall not operate to excuse Tenant from prompt payment of the Base Rent and anyother Rent required by the terms of this Lease.31. **SUCCESSORS**. The terms, provisions, covenants, and conditions contained in this Leaseshall apply to, inure to the benefit of, and be binding upon the parties, hereto and upontheir respective successors in interest and legal representatives except as otherwise hereinexpressly provided.32. **GENDER**. Words of any gender used in this Lease shall be held and construed to includeany other gender, and words in the singular number shall be held to include the plural, unlessthe context otherwise requires.33. **CORPORATE AUTHORITY**. If Tenant is a corporation, Tenant warrants that it has legalauthority to operate and is authorized to do business in the state in which the Property issituated. Tenant also warrants that the person or persons executing this Lease on behalf ofTenant has authority to do so and to fully obligate Tenant to all terms and provisions of thisLease. Tenant shall, upon request from Landlord, furnish Landlord with a certified copy ofresolutions of the Board of Directors authorizing this Lease and granting authority to executeit to the person or persons who have executed it on Tenant’s behalf.34. **WAIVER**. Either the Landlord’s or the Tenant’s pursuit of any of the various remediesprovided for herein shall not preclude its pursuit of any other remedies as provided forherein or any other remedies as provided for by law. Landlord’s or Tenant’s waiver of anyviolation or breach of any term, provision or covenant herein contained shall neither bedeemed nor construed to constitute a waiver of any other violation or breach. Either theLandlord’s or the Tenant’s failure to enforce any provision of this Lease shall not constitutea waiver and shall not prevent either the Landlord or the Tenant from enforcing that provisionor any other provision of this Lease in the future. Any waiver granted by either Landlord orTenant shall be in writing, signed by the waiving party and delivered to the defaulting partyas provided for under the Notices Paragraph of this Lease.35. **NOTICES**. (a) Each provision of this Lease or of any applicable governmental laws,ordinances, regulation, or other requirements with reference to the sending, mailing,or delivery of any payment of Rent by Tenant to Landlord or vice-versa, shall be deemedto be complied with if and when the following steps are taken:
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 (1) All Rent and other payments required to be made by Tenant toLandlord hereunder shall be payable to Landlord’s Management Agent at theaddress hereinbelow set forth or at such other address as Landlord may specifyfrom time to time by written notice delivered in accordance herewith.  (2) All payments required to be made by Landlord to Tenanthereunder shall be payable to Tenant at the address hereinbelow set forth, orat such other address within the United States as Tenant may specify from timeto time by written notice delivered in accordance herewith. (b) All Notices required or permitted under this Lease shall be in writing andshall be deemed to be properly served if sent by personal delivery, special delivery,overnight delivery, certified mail, or by facsimile transmission. Notices to the Tenantmay be sent to either of the addresses delineated herein. Notices to the Landlord shallbe to the address as specified below. The effective date of any Notice shall be thedate on the shipping invoice for all personal deliveries, special deliveries, orovernight deliveries, the date of the postmark stamped on the envelope by the U.S.Postal Service, or the date a facsimile transmission is sent. The parties hereto shallnot refuse to accept delivery of said Notices.    As of the effective date of this Lease, the Landlord’s address, the Landlord’sLeasing Agent’s address, the Landlord’s Management Agent’s address, and the Tenant’saddress are as follows:       **Landlord’s Mailing Address:** **Landlord’s Physical Address:**  Kansas City Life Insurance Company Kansas City Life Insurance Company  Real Estate Department Real Estate Department  P.O. Box 211587 3520 Broadway  Kansas City, Missouri 64121-1587 Kansas City, Missouri 64111       **Landlord’s Leasing Agent:**    CB Richard Ellis / Oklahoma    Attention: Tom O’Brien, SIOR, CCIM    7912 East 31st Court, Suite 200    Tulsa, Oklahoma 74145         **Landlord’s Management Agent:**    CB Richard Ellis / Oklahoma    Attention: Debbie Squires, CPM    7912 East 31st Court, Suite 200    Tulsa, Oklahoma 74145  
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       **Tenant’s Mailing Address:**    Raven Lining Systems, Inc.    Attention: Stewart Nance    13105 East 61st Street, Suite D    Broken Arrow, Oklahoma 74012         With a copy to:         Cohesant Technologies, Inc.    Attention: Robert W. Pawlak    5845 West 82nd Street, Suite 102    Indianapolis, Indiana 46278   (c) If and when included within the term “Landlord” as used in this instrument,there is more than one person, firm, or corporation, all shall jointly arrange amongthemselves for their joint execution of such a Notice specifying some individual atsome specific address for the receipt of Notices and payments of Rent to Landlord; ifand when, included within the term “Tenant” as used in this instrument, there is morethan one person, firm or corporation, all shall jointly arrange among themselves fortheir joint execution of such a Notice specifying some individual at some specificaddress within the continental United States for receipt of Notices and payments toTenant. All Parties included within the terms “Landlord” and “Tenant”, respectively,shall be bound by Notices given in accordance with the provisions of this paragraph tothe same effect as if each had received such Notice.36. **AMENDMENT, ADDENDUM, MODIFICATION**. Any Amendments, Addenda, Exhibits, Modifications,and/or other Supplements, which are attached hereto and made a part hereof shall be bindingupon the Parties hereto. If any provision of said Addenda shall conflict in any manner withother provisions of this Lease, the provisions contained in the Addenda shall prevail.Landlord and Tenant hereby acknowledge and agree that Exhibits **A and B**are attachedhereto and made part of this Lease.37. **DRAFTING****.**This Lease shall not be construed as being prepared by one party to theexclusion of the other party.38. **PROPERTY RULES AND REGULATIONS**. The Tenant hereby agrees to abide by the followingrules and regulations: (a) no animal or motorcycle shall be allowed within the Leased Premises or on theProperty at any time;  (b) activities such as canvassing, soliciting and peddling by non-tenants of theProperty shall not be allowed to occur on the Property at any time;  (c) no radio or television antenna, loudspeaker, or other device shall be allowedto be installed on the roof or any of the exterior walls of the Property in which theLeased Premises is a part without the prior written consent of the Landlord; notelevision, radio, recorder, or electrical device shall be played in such a manner asto cause a nuisance;  (d) smoking shall not be allowed in the Leased Premises that in any way shall causeirritation or discomfort to any other Tenants of the Building; the Landlord reservesthe right to declare and designate the Leased Premises as a “non-smoking area” if anycomplaint is not addressed and remedied within three (3) days after Notice is given tothe Tenant.;  (e) the Landlord shall be allowed to place a “For Rent” sign upon the Propertythroughout the one hundred eighty (180) day period of time prior to the termination
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 ** ** of the Lease; in addition, the Landlord shall be allowed, upon reasonable notice, to show theLeased Premises to a prospective third party tenant;  (f) upon reasonable notice provided to Tenant, the Landlord, at any reasonable hourof the day, shall be allowed to enter into, upon, or go through and view and inspectthe Leased Premises, provided that an agent or employee of Tenant is permitted toprovide an escort to Landlord for the inspection, except in instances that Landlorddeems as being an emergency;  (g) the Tenant shall keep all windows and doors in the Leased Premises clean andfree from unauthorized signage;  (h) the Tenant shall not utilize any illegal or unethical method of businessoperation;  (i) the Tenant shall not use or permit to be used any apparatus for soundreproduction or the transmission of any musical instrument in such a manner that thesounds so produced, reproduced or otherwise transmitted shall be unreasonably audiblebeyond the interior of the Leased Premises;  (j) the Tenant shall not cause or permit any objectionable odors to be emanated orunreasonably dispelled from the Leased Premises;  (k) the Tenant shall not load, unload or permit the loading or unloading offurniture, equipment, supplies, inventories, or any other property outside the areas sodesignated; in addition, the Tenant shall comply with the Landlord’s reasonable rulesfor delivery and shipping of products, materials and supplies;  (l) the Tenant shall not store or stack any furniture, fixtures, equipment,supplies, inventories, or any other personal or business property outside the LeasedPremises or in any other manner clutter the Common Areas except for, and uponLandlord’s prior approval thereof, a 200 square foot chemical storage building to belocated on the west side of the Leased Premises; in addition, the Tenant shall use itsbest efforts to prevent the parking or storage of trucks, trailers or other vehicles orequipment engaged in such loading or unloading as referenced herein;  (n) the Tenant shall not solicit business or distribute handbills or otheradvertising matter anywhere on the Property;  (o) the Tenant shall maintain the Leased Premises at a temperature sufficient toprevent the freezing of water lines and any fixtures situated therein.39. **LEASE MEMORANDUM / RECORDATION**. At Landlord’s sole option, Landlord and Tenant shallexecute a Lease Memorandum. Said Memorandum shall be in recordable form and contain thoseLease provisions as specified by Landlord. Said Memorandum shall be recorded solely atLandlord’s option and expense.40. **CONFIDENTIALITY**. All terms, covenants, conditions and provisions of this Lease shallremain strictly confidential and shall not be disclosed to any third party (other than thebrokers or advisors representing the Landlord and Tenant in the Lease negotiations) unlessdisclosure of such information is required pursuant to a local, state or federal statute andthe third party requiring the disclosure of such information has the proper authority undersuch statute to obtain such information.41. **AGENCY RELATIONSHIPS**. Tenant hereby acknowledges that the Landlord’s Leasing Agentand Management Agent as stated herein, and its associates, are agents of the Landlord and arenot representing the Tenant in this transaction. Unless indicated otherwise in the SpecialProvisions Paragraph contained herein, Tenant understands and acknowledges that CB RichardEllis/ Oklahoma was involved in this Lease transaction and represents the Landlordand not the Tenant; that any information disclosed by the Tenant to CB Richard
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  Ellis/Oklahoma in this transaction has been and will be disclosed to the Landlord; and that thisagency relationship was disclosed to the Tenant when CB Richard Ellis/ Oklahoma agreed toexpose this Property to the Tenant.42. **SPECIAL PROVISIONS****.** (a) Tenant Improvements: (1) Office Improvements: Landlord, at its sole cost and expense,shall complete up to 4,800 square feet of office improvements to the LeasedPremises at a cost not to exceed $168,000.00. The Landlord’s general contractor,Fleming Building Company, shall competitively bid the work of all majorsubcontractors. Any costs incurred in excess of $168,000.00 shall be paid for byTenant.  (2) Dock Equipment: Landlord, at its sole cost and expense, shallinstall two (2) 25,000 pound mechanical dock levelers at a cost not to exceed$14,000.  (3) Electrical Upgrade: Landlord shall supply the Tenant with an$18,000.00 allowance to upgrade the electrical service to 600 amps. Any costs inexcess of $18,000.00 shall be at the Tenant’s sole cost and expense.  (4) Base Rent Adjustment: In the event the cost of the officeimprovements and electrical upgrades are less than $186,000, the Base Rent payableby Tenant to Landlord shall be subject to the following adjustment: the Base Rentshall decrease by $.01 / square foot / year for every $2,000 reduction in the costof the office improvements (the amount of the reduction in the cost of officeimprovements shall be rounded down to the nearest $2,000). (b) Renewal Option: Provided that the Tenant is not in default of any termsof this Lease, and provided that the Tenant shall provide to Landlord written notice ofits intent to renew the Lease at least one hundred eighty (180) days in advance of anysuch Lease renewal term, the Tenant shall have two (2) 5-year options to renew theLease under the same terms and conditions as contained herein except for the following: 1. Base Rent during the first Lease renewal period shall be $8,437.50 permonth and Base Rent during the second Lease renewal period shall be $9,187.50 permonth.  2. The Landlord shall not be responsible for making any TenantImprovements to the Leased Premises for either Lease renewal period. (c) Early Occupancy: Upon its execution of this Lease, Tenant shall bepermitted immediate occupancy of the Leased Premises (“Early Occupancy”) provided thatTenant agrees to take such Early Occupancy subject to the terms and conditions of thisLease, except for the payment of Base Rent and Property Operating Expenses which shallbe waived, and provided that Tenant agrees not to interfere with Landlord’sconstruction of the Tenant Improvements.  (d) Roof Penetrations: Any additional roof penetrations requested byTenant, including penetrations necessary for the installation of a process heater, atorrit system and a lab vent hood, all such penetrations which shall be made byLandlord’s contractor to ensure the integrity of the roof and to prevent the voiding ofany roof warranty, shall be subject to the prior approval of Landlord.  (e) Parking: Tenant shall have the right to use, on a non-exclusive basis,a maximum of 21 parking spaces, such spaces which shall be located in front of thebuilding.  (f) Manufacturing Equipment: To the extent allowed under Tulsa, Oklahoma,zoning laws and City of Tulsa, Tulsa County, State of Oklahoma and United States rules,laws and regulations, Tenant shall be permitted the right to install, operate andmaintain certain
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   manufacturing equipment, bulk storage tanks and containment systemsrelated to the production of epoxy and certain other materials.  (g) Signage: Tenant will be permitted to place signage on the front andrear of the building similar to the Cat Logistics sign on the exterior of the buildingadjacent to the Leased Premises. A drawing of the signage will be submitted to Landlordfor approval prior to any signage installation. Tenant shall also be provided space onany monument sign that shall be constructed on the Property near 61st Street.  (h) Warranties: The Landlord shall pass through to the Tenant all equipmentand component warranties applicable to the Leased Premises, including a two (2) yearwarranty on all HVAC, mechanical, plumbing and electrical equipment and on all overheaddoors and a twenty (20) year warranty on the roof..  (i) Lease Commencement Date: In no event shall the Lease commence prior tothe substantial completion of the Tenant Improvements.**IN WITNESS WHEREOF**, this Lease shall be of full force and effect as of **DECEMBER 1, 2005**(“Effective Date”).     **LANDLORD:** **KANSAS CITY LIFE INSURANCE COMPANY**         /s/ Perry H. Trout         Perry H. Trout    Vice-President         Date: December 9, 2005       **TENANT**: **RAVEN LINING SYSTEMS, INC.**         /s/ J. Stewart Nance         Stewart Nance, President         Date: December 1, 2005  
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         State of Missouri  )        )  ss  County of Jackson  )     This instrument was acknowledged before me on this 12 day of December, 2005, by Perry H. Trout asVice President of Kansas City Life Insurance Company, a Missouri corporation.                                                              /s/ Rachel J. Rodriguez   Notary Public      My Commission Expires:   May 16, 2009              State of Oklahoma  )        )  ss  County of Wagoner  )     This instrument was acknowledged before me on this 1 day of December, 2005, by Stewart Nance asPresident of Raven Lining Systems, Inc., an Oklahoma corporation                                                              /s/ Rebecca S. Sawyer   Notary Public      My Commission Expires:   November 30, 2008     
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**EXHIBIT A****LEGAL DESCRIPTION**Lot 2, Block 1, Metro Park East, a subdivision to the City of Tulsa County, State of Oklahoma
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**EXHIBIT B****FLOOR PLAN**