ncoatsb2a1ex10-16.htm


    
      

      

      Exhibit
        10.16

    

    


    COMMERCIAL
      LEASE AGREEMENT

    MCCI
      AS A TENANT

    


    THIS
      COMMERCIAL LEASE AGREEMENT ("Lease") made as of this 13th day of October
      is by and between PHILADELPHIA SUBURBAN DEVELOPMENT CORPORATION
("Landlord") and METALLIC CERAMIC COATINGS, INC.
("Tenant").

    


    RECITALS

    


    WHEREAS,
      Landlord owns a building located at 100 Ross Road, King of Prussia, PA
      consisting of approximately seventy thousand (70,000) square feet (the
      "Building"); and

    


    WHEREAS,
      Tenant desires to operate and conduct a business office in part of the Building;
      and

    


    WHEREAS,
      Landlord desires to lease a certain portion of the Building to Tenant upon
      the
      terms and conditions of this Lease.

    


    NOW
      THEREFORE in consideration of the rents, covenants and agreements herein
      contained, and intending to be legally bound, the parties hereby
      agree as follows:

    


    1.         DEMISE/TERM/RENT.

    


    (a)      Landlord
      hereby leases to Tenant and Tenant leases from Landlord approximately
      five thousand (5,000) square feet located on the first floor of the Building
      commonly referred to as (the "Suite"), including access and use of any
      common -----areas, including ten (10) parking spaces for the Building,
      (collectively the "Premises") for an initial term of five (5) years, to
      commence as of January 1, 2006 (the "Effective Date") and to end at
      midnight on December 31, 2010 ("Initial Term"). Tenant shall pay Landlord
      the annual minimum rent of Sixty Five Thousand Dollars ($65,000) which is
      payable in monthly installments of Five Thousand Four Hundred Sixteen Dollars
      ($5,416) (the "Rent") to be paid in advance on the first day of each
      calendar month during the Initial Term and any Renewal Term, as defined below.
      The Rent shall be inclusive of only all common areas maintenance services,
      elevator maintenance, window cleaning, and snow removal.

    


    (b)      Tenant
      agrees to place all utilities, including but not limited to telephone, gas,
      and
      electric in its name and timely pay any such amounts owed to the appropriate
      utility company as well as placing in its own name housekeeping in the
      Suite, hazardous waste removal, cable, and internet access. To
      the extent that any utility cannot be placed in Tenant's name Landlord shall
      provide a separate meter for the Suite and shall charge Tenant for such use
      based on meter readings at the rate the Tenant would have paid had such service
      been obtained directly from the utility company or, if lower, such rate as
      Landlord may obtain.

    


    2.         USE
      AND OCCUPANCY. The Premises shall be used and
      occupied by Tenant for the sole purpose of operating a business office and
      conducting activities reasonably related thereto.  During the Initial
      Term and any Renewal Term hereof, Tenant shall operate the business for which
      the Premises is leased in a professional manner and in accordance with all
      applicable laws and regulations. Landlord further represents to Tenant that
      the
      Building and the Premises are zoned for operation of a business office and
      otherwise are and shall remain throughout the Initial Term and any Renewal
      Terms, and at Landlord's own expense, in compliance with all laws, regulations
      and rules applicable to the Building and Premises including the American With
      Disabilities Act and the accessibility guidelines issued thereunder. In the
      event the Building or the Premises is not in compliance, and Landlord fails
      to
      bring the Building and Premises in compliance within sixty (60) days of the
      commencement of the Lease, Tenant shall have the option
      to
      make such alterations, repairs, replacements and deduct their related expense
      from the rent under the Lease.

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    3.         END
      OF TERM TERMINATION BY NOTICE.  Except
      as
      provided for in Paragraph 1, Landlord or Tenant may terminate this Lease at
      end
      of the Initial Term or any Renewal Term by giving to the other party written
      notice of termination at least one hundred and twenty '120) days prior to the
      end of the term then in effect. Upon completion of the Initial Term or any
      Renewal Term, this Lease shall automatically renew for an additional one '1)
      year term '"Renewal Term") unless sooner terminated.as
      provided for herein. If neither party terminates the Lease as aforesaid, the
      Landlord may, increase the Rent upon ninety '90) days written notice an amount
      equal to the lesser of the increase in the Consumer Price Index during the
      immediately preceding term for the Philadelphia Metropolitan Statistical Area
      or
      four percent '4%) of the then current rent. Within thirty (30) days of
      receiving such notice, Tenant may terminate this Lease in writing. If Tenant
      fails to terminate this Lease with the thirty '30) day period, the Lease shall
      then automatically renew for an additional one '1) year period with the
      increased Rent.

    


    4.         COVENANT
      TO PAY RENT AND ADDITIONAL RENT. Tenant shall
      pay to Landlord,
      without any prior demand, the Rent and all other sums which become due by Tenant
      under this Lease. All such other sums, if any, shall
      be payable as Additional Rent, which are due and payable within
      thirty '30) days or Tenant's receipt of an undisputed invoice.

    


    5.         EXPENSES,
      FEES AND LATE CHARGES. If Tenant defaults
      under this Lease, Landlord may, upon fifteen (15) days written notice to Tenant,
      correct the default on behalf of Tenant. If the Landlord, by reason of such
      default, is required or elects to pay any such sum of money or incurs any
      obligations for the payment of money, including but not limited to, court
      costs and reasonable attorneys' fees in instituting, prosecuting or defending
      any action or proceeding, such amounts together with interest equal to one
      and
      one half percent '1 %%) and all rent costs and damages, shall be charged to
      Tenant as Additional Rent.

    


    6.         REAL
      ESTATE TAXES. During the Initial Term of this
      Lease and any Renewal Term,
      the
      Landlord shall be responsible for any and all Taxes which are presently or
      may
      hereafter become due on or with respect to the Building and the Premises.
      "Taxes" shall mean all real estate taxes and assessments, including but not
      limited to, general or special, ordinary or extraordinary, foreseen and
      unforeseen, imposed upon the Premises, and any existing or future improvements
      to the Building and the Premises. If, due to a change in the method of taxation,
      any franchise, income, profits or other tax is levied or imposed on the Building
      or the Premises in lieu of the Taxes, such other tax shall be considered
      included in the above definition of "Taxes."
      Landlord shall have the right to appeal any such taxes on its behalf and
      Tenant shall reasonably cooperate with any such appeal.

     

    7.         TENANT'S
      FURNITURE, FIXTURES AND EQUIPMENT. Tenant
      shall supply all furniture, fixtures and equipment ("FF&E") which are
      required for the operation of Tenant's business office on the Premises and
      Tenant shall be solely responsible for maintenance and repair of FF&E. All
      FF&E 'and replacements thereof) shall at all
      times be owned solely by Tenant. Upon the expiration of this Lease,
      Tenant shall promptly remove all FF&E and promptly restore the Premises, at
      Tenant's costs, to the condition in which it existed prior to Tenant's use
      and
      occupancy of the Premises, normal wear and tear and Paragraph 13
      excepted.

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    8.          INSURANCE. At
      all times during the term of this Lease, the parties shall maintain the
      following insurance policies, or be self insured with sufficient funds to
      fulfill their respective obligations hereunder:

    


    (a)      Landlord,
      at its cost, shall obtain and maintain at all times during the Initial
      Term and any Renewal Term, insurance with respect to property damage, fire
      and
      extended coverage and other forms of casualty insurance for damage to the
      Building, in an amount equal to the full replacement cost of the
      Building;

     

    (b)      Tenant
      shall provide general liability insurance with minimum coverage amounts of
      One
      Million Dollars ($1,000,000) on account of bodily injuries to or death of one
      or
      more persons as a result of any one disaster or occurrence and Three Hundred
      Thousand Dollars '$300,000) on account of damage to property, as well as such
      other business insurance as is customarily maintained by businesses in general;
      and list Landlord as certificate holder and additional named
      insured.

    


    (c)    
       Tenant shall maintain professional liability 'or malpractice) insurance on
      itself and those professionals rendering services on behalf of Tenant in the
      Premises with such coverage limits as required by law;

    


    (d)      Tenant
      shall also carry casualty insurance with respect to Tenant's property and
      FE&E place or stored on the Premises; and

    


    (e)      Upon
      request of the other party from time to time, Landlord/Tenant shall provide
      to
      such party proof of the insurance coverages required by this Paragraph
      8.

    


    9.         COVENANTS
      OF TENANT. In addition to any other covenants and agreements
      of

    Tenant
      contained herein, Tenant covenants and agrees that Tenant shall at its
      cost, during the Initial Term and any Renewal Term hereof

    


    (a)      Store
      all trash, garbage and refuse materials from its business in bins or other
      containers in a safe and sanitary manner in an area designated by Landlord
      on or
      about the Premises. The cost of the removal of Tenant's trash, garbage and
      refuse material, except any hazardous materials, is covered under the Rent;
      assuming a normal office load of trash. Any additional trash load will be
      reimbursed to the Landlord.

     

    (b)      Comply
      with all requirements of public authorities and with the terms of any
      state

    or
      Federal statute or local ordinance, regulation or other requirement applicable
      to Tenant with respect to Tenant's use of the Premises, whether presently in
      force or herein after enacted.

    


    (c)      Keep
      the Premises in a neat and clean condition at all times, including doors,
      fixtures, windows and plate glass in a safe, neat and clean condition at all
      times and notify Landlord of any insects, vermin and other pests. Tenant is
      then
      responsible for exterminating such insects, vermin and other pests.

    


    (d)      Not
      use the Premises for lodging purposes;

     

    (e)      Not
      advertise or conduct an auction, fire, bankruptcy and/or going-out-of-business
      sale in the Premises;

     

    (f)     
       Not use the plumbing facilities and fixtures in the Premises for any
      purpose other than that for which they were constructed and refrain from
      disposing of any damaging or injurious substance therein;

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (g)      Not
      install any locks on the doors of the Premises that cannot be opened with the
      Landlord's master key unless Landlord is provided with a copy of the
      key for such lock; and

    


    (l)      Not
      transport, use store, maintain, manufacture, handle, dispose, release or
      discharge any "Hazardous Material", as defined below, on the Premises, or permit
      Tenant's employees, agents, contractors to engage in such activities on the
      Premises. Nothing herein shall prohibit Tenant from transporting to d from
      and
      use store maintain and handle within the Premises substances used in Tenant's
      business, including R & D, providing substances shall be used, maintained,
      transported and disposed of in accordance with all applicable laws, regulations
      and ordinances and manufacturers' instructions. Upon the expiration or
      termination of this Lease, Tenant shall at its sole expense, completely and
      properly and lawfully remove all
      such substances from the Premises. Tenant shall be solely responsible
      for
      any clean-up, removal or remediation required as a result of any release or
      discharge of Hazardous Material on or about the Premises. The term "Hazardous
      Material" shall mean any chemical, substance, material, waste or component
      thereof which is now hereafter listed, defined or regulated as a hazardous
      or
      toxic chemical, substance, material or waste or component thereof by any
      federal, state or local governing or regulatory body having jurisdiction over
      the Premises.

    


    10.       BILLS
      AND NOTICES. Any notice, demand or
      communication (each called a

    "notice")
      required hereunder shall be deemed sufficiently given if in writing and sent
      by
      registered or certified mail, postage prepaid, return receipt requested to
      the
      following addresses:

    


    
      	
              If
                to Landlord:

            	
              Philadelphia
                Suburban Development Corporation

            
	 	
              100
                Ross Rd, Suite 201

            
	 	
              King
                of Prussia, Pa,

            
	 	 
	 	 
	
              If
                to Tenant:

            	
              MCCI

            
	 	
              55
                East Front St.

            
	 	
              Bridgeport,PA
                19405

            


    

    


    11.       RETURN
      OF KEYS. All keys to the Premises
      or any property of the Landlord shall be returned by Tenant
      to Landlord upon the
      expiration or termination of this Lease.

    


    12.       ASSIGNMENT
      AND SUBLETTING. Tenant may not assign,
      transfer or sublet this Lease without obtaining the prior written consent of
      Landlord. Landlord may not assign, transfer its right or obligations under
      this
      Lease without the prior
      written consent of the Tenant. Any involuntary assignment, transfer
      or subletting, by operation of law or otherwise, not agreed to in advance by
      Tenant shall constitute a breach by Landlord of this Lease. Consent
      required by either party hereunder shall not be unreasonably
      withheld.

    


    13.       ALTERATIONS. Tenant
      shall not make, or permit to be made, any alteration or any improvements
      'including signs) to the Premises greater than One Thousand Dollars '$1,000)
      without Landlord's prior written consent, which shall not be unreasonably
      withheld. All such alterations and improvements shall be made in accordance
      with
      applicable laws and regulations. At Tenant's option, all alterations or
      improvements to the Premises made by or on behalf of Tenant shall become the
      property of Landlord in whole or in part, and shall remain on with the Premises,
      upon expiration or termination of this Lease or Tenant may remove such items,
      in
      which case Tenant shall restore the Premises to the condition in which
      they existed prior to Tenant's occupancy hereunder, reasonable wear and tear
      excepted.

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    14.       RELEASE
      OF LANDLORD/TENANT.

    


    (a)      Landlord,
      Landlord's shareholders, directors, officers, employees and agents shall not
      be
      held responsible for, and are hereby relieved and released from, and Tenant
      hereby agrees to indemnify and hold harmless Landlord, Landlord's shareholders,
      directors, officers, employees, and agents, from all liability (including
      reasonable attorney fees) by reason of any death, injury, loss or damage
      suffered by Landlord, and its agents, employees or invitees, or to the property
      of Landlord occurring on or about the Premises, including but not limited to
      any
      common areas, sidewalks, elevators and parking facilities, due to Tenant's
      negligence or Tenant's breach of its duties hereunder unless such death, injury,
      loss or damage is a result of Landlord's negligence or breach of any of
      Landlord's duties hereunder.

    


    (b)      Tenant,
      Tenant's shareholders, directors, officers, employees and agents shall not
      be
      held responsible for, and are hereby relieved and released from, and Landlord
      hereby agrees to indemnify and hold Tenant, Tenant's shareholders, directors,
      officers, employees or agents harmless from all liability 'including reasonable
      attorneys fees) by reason of any death, injury, loss or damage suffered by
      Tenant or any other person or the property of Tenant or any other person
      occurring in, or about the Premises, or any portion thereof including, but
      not
      limited to, any common areas, sidewalks, elevators and parking facilities due
      to
      Landlord's negligence or breach of any of Landlord's duties hereunder unless
      such death, injury, loss or damage is a direct result of Tenant's negligence
      or
      breach of any of Tenant's duties hereunder.

    


    15.       CARE
      OF PREMISES: REPAIRS. During the Initial Term and any Renewal Term
      hereof, the parties agree Tenant shall keep the Premises in good order and
      condition, ordinary wear and tear excepted. Notwithstanding the foregoing,
      the
      parties agree that:

    


    (a)      Landlord
      shall maintain in good condition (i) the structural portions and other
      improvements that are a part of the Premises, the Building and any parking
      areas, such structural parts include the foundations, load-bearing and exterior
      walls, sub-flooring and roof; (ii) all utilities and the connections thereto
      including without limitation the electrical, plumbing 'including in part hot
      water heaters), and sewage systems; 'iii) window frames, gutter, and downspouts
      on the Building and other improvements that are a part of the Premises; and
      'iv)
      heating (including without limitation VAC), ventilation and air-conditioning
      systems servicing the Premises and the Building.

    


    (b)      Landlord
      shill repair the Building and the Premises if they are damaged by: (i) causes
      which Tenant has no control; (ii) acts or omissions of Landlord, or its
      authorized representatives; or (iii) Landlord's failure to perform its
      obligations under this paragraph.

    


    (c)      Tenant
      shall repair the interior of the Premises, partitions, and glass damaged due
      to
      the negligence of Tenant, its agents or employees.

    


     

    16.       DAMAGE
      OR DESTRUCTION BY FIRE OR 01I II R CAUSES.

    


    (a)      If
      the Premises is totally destroyed or so damaged by fire or other cause, that,
      in
      the reasonable opinion of the parties, the Premises cannot be repaired and
      restored within one hundred and twenty (120) days from such fire or other
      casualty, this Lease shall terminate and the rent for the balance of the then
      term shall abate from the date of the fire or casualty. Either party, within
      thirty (30) days after such fire or casualty shall give the other party written
      notice of the termination of this Lease, and this Lease shall terminate on
      the
      tenth (10th) day following the receipt of such notice.

     

    
 

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    (b)      If
      the damage caused to the Premises is
      such that the Premises can be restored to a reasonably similar condition
      within one hundred and twenty '120) days, Landlord, at its sole cost and option,
      may restore the Premises (but not the contents of the Premises thereof) and
      Landlord reserves the right to enter upon the Premise for that purpose. Landlord
      also reserves the right to enter upon the Premises when necessary to repair
      damage caused by fire or other cause even if the effect of such entry may render
      the Premises untenable. In either event, the rent due hereunder shall be
      apportioned and suspended during the time Landlord is in possession of the
      Premises for purposes of making such repairs, taking into account the proportion
      of the Premises rendered untenable and the duration of the Landlord's
      possession.

    


    17.       CONDEMNATION. 
      If the whole or any part of the Premises are taken or condemned
by
      any
      competent authority for any public or quasi public use or purpose, this Lease
      shall terminate as of the date of title vesting in such authority. Upon such
      taking or condemnation, Tenant shall have the right to petition the taking
      authority for its relocation and other similar expenses, including reasonable
      business interruption costs.

    


    18.     
       ACCESS TO PREMISES.

    


    (a)      Tenant
      shall permit Landlord or any other person authorized by Landlord, upon
      reasonable notice, to install, use and maintain ducts and conduits in and
      through the Premises as reasonably necessary for the benefit of the Premises.
      Additionally, Tenant shall permit Landlord or Landlord's agents, upon
      reasonable notice, to enter the Premises at all
      reasonable times 'and in an emergency at any time) to inspect the
      Premises and to make such repairs, replacements, improvements or additions
      and
      to perform such other functions relating to maintenance and repair of the
      Premises as Landlord may deem necessary with as little disruption to Tenant's
      occupancy as is reasonable under the circumstances. Landlord shall make a good
      faith effort to conduct such inspections, repairs, replacements, improvements
      and additions after or before Tenant's normal business hours. Neither Landlord
      or Landlord's agents shall in any event be liable for inconvenience, disturbance
      or damage unless such entry by Landlord unreasonably interferes with Tenant's
      business or its use and quite enjoyment of the Premises for more than five
      (5)
      business days, whereupon the rent shall abate hereunder until Landlord completes
      all required maintenance, repairs, replacements, improvements or additions
      and
      vacates the Premises. No such entry by Landlord or Landlord's agents shall
      constitute or be deemed to be a basis for an eviction by Landlord, in whole
      or
      part, actual or constructive.

    


    (b)      If
      Tenant is not personally present to open and permit entry into the Premises
      pursuant to this Paragraph 18, Landlord when necessary in its reasonable
      judgment, may enter Premises by a master key without rending Landlord or
      Landlord's agent liable thereof.

    


    19.       SURRENDER
      OF PREMISES AT END OF
      TERM. Upon the expiration of this Lease,
      Tenant shall vacate and surrender to Landlord the Premises, broom clean, in
      good
      order and condition, ordinary wear and tear excepted. Any property of Tenant
      remaining in the Premises shall be deemed abandoned by Tenant and may be
      retained or disposed of by Landlord in any manner that Landlord
      determines.

    


    20.       NO
      WAIVER. The failure of either party to insist
      upon strict and/or prompt performance of any of the provisions of this Lease,
      and/or the acceptance of such performance thereafter, shall not constitute
      or be
      construed as a waiver of such party's rights to thereafter enforce the same
      in
      the event of any continuing or subsequent breach or default.

    


    21.     
       DEFAULT, ACCELERATION, ELECTION TO
      TERMINATE.

     

    (a)      If
      Tenant:

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    (1)      fails
      to pay in full any undisputed installments of rent and/or any charges or
      expenses or costs required to be paid by Tenant within fifteen (15) days after
      the date when due; or

    (2)      violates,
      fails to perform or otherwise breaks any covenant or agreement contained in
      this
      Lease and such violation or failure to perform is not cured within thirty (30)
      days after written notice of such breach has been delivered to Tenant;
      or

    (3)    
       makes an assignment for benefit of creditors, or if a petition in
      bankruptcy is filed by or against Tenant or bill in equity or other proceedings
      for the appointment of a receiver for Tenant is filed, or if proceedings for
      reorganization or for composition with creditors under any state of Federal
      law
      is instituted for or against Tenant and any of the foregoing shall remain in
      effect for sixty (60) days.

    


    (b)      Then:

    


    (1)      the
      whole balance of the rent and other charges, payments, costs and expenses herein
      agreed to be paid by Tenant, or any part thereof, shall be due and payable
      in
      arrears as if by the terms and provisions of this Lease said balance of rent
      and
      other charges, payments, costs and expenses were as of that date due, all
      discounted to present value at eight percent '8%) per annum, and if this Lease
      of any part thereof is assigned or if the Premises, or any part thereof is
      sublet, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's
      agent to collect the rents due by such assignee or subleases and to apply the
      same to the rent due hereunder without in any way affecting Tenant's obligation
      to pay any unpaid balance or to become due hereunder, all discounted to present
      value at eight percent '8%) per annum as aforesaid; and/or

    (2)      this
      Lease shall terminated without any right on the part of the Tenant to save
      the
      forfeiture by payment or any amount due or by other performance of any
      condition, term or covenant broken; and/or

    (3)      if
      any payment under this Section 21 is not made within ten '10) business days
      after the date when due, Tenant shall pay a late fee of one and one half percent
      '1 V2 %) of the amount
      overdue.

    


    (c)      If
      Landlord violates, fails to perform or otherwise breaks any covenant or
      agreement contained in this Lease and such violation or failure to perform
      is
      not cured within thirty (30) days after written notice of such breach has
      been delivered to Landlord, Tenant may immediately terminate this
      Lease.

    


    22.       FURTHER
      REMEDIES AND WAIVERS.

    


    (a)      In
      the event of any default in Paragraph 21, Landlord, or anyone acting on
      Landlord's behalf, at Landlord's sole option:

    


    (1)      may
      exercise all rights and remedies granted or allowed landlords by any existing
      of
      future statutes, regulations and/or ordinances;

    (2)      may
      lease the Premise or any part or parts thereof to such persons or persons as
      Landlord may determine for a term or terms within or beyond the term of this
      Lease and Tenant shall be liable for the loss of rent for the balance of the
      then current term, plus the reasonable costs and expenses of releasing,
      including without limitation, advertising, commissions, legal fees and
      costs, and commercially reasonable repainting and redecorating consistent with
      the character of the Premises. Any reentry or releasing by Landlord under the
      terms hereof shall be without prejudice to Landlord's claim for damages arising
      out of the breach of any of the covenants, terms and conditions of this Lease,
      as the same may be reduced by Landlord's releasing of the Premises.

    (3)      if
      permitted by law, may reenter the Premises, and upon commercially reasonable
      notice of at least ten (10) business days, proceed with the sale of the goods
      there found, including but not limited to the FF&E, to levy the rent and/or
      other charges herein payable as rent.

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    (4)      all
      of the remedies herein given to Landlord and all rights and remedies given
      to it
      by law and equity shall be cumulative and concurrent.

    


    23.       QUIET
      ENJOYMENT. Landlord hereby represents and
      warrants that upon Tenant's payment of rent and performance of the covenants
      contained herein, Tenant shall peacefully and quietly, have, hold and enjoy
      the
      Premises and Landlord shall defend Tenant's right to the same.

    


    24.       CHANGE
      OF LAW.

    


    (a)      Notwithstanding
      any other provision of this Lease, if during the Initial Term or any Renewal
      Term hereof any Change of Law (defined below) results in an Adverse Consequence
      (defined below), the parties hereto agree to cooperate in making reasonable
      revisions to this Lease in order to avoid such Adverse Consequence's). If the
      parties fail to agree to such revisions after forty-five '45) days following
      written notice by either party to the other requesting re-negotiation, then
      either party may terminate this Lease immediately upon written notice to the
      other party.

    


    (b)      As
      used herein, "Change of Law" shall mean: (i) any new legislation enacted by
      the
      federal or any state government; (ii) any third party payer or any governmental
      agency passes, issues or promulgates any law, rule, regulation, guideline or
      interpretation; or (iii) any judicial or administrative body issues any
      order or decree.

    


    (c)      As
      used herein, "Adverse Consequence" shall mean a Change of Law that prohibits,
      restricts, limits or otherwise affects either party's rights or obligations
      hereunder in a material manner or otherwise makes it desirable for either party
      to restructure the relationship established hereunder because of material legal
      consequences expected to result from such Change of Law.

    


    25.       TITLES
      FOR CONVENIENCE ONLY. The titles appearing in
      connection with the various paragraphs of this Lease are for convenience only.
      They are not intended to indicate all of the subject matter in the text and
      they
      are not to be used in interpreting this Lease or for any other purpose in the
      event of any controversy.

    


    26.       DEFINITIONS. Words
      used in the singular number shall include the plural number and words used
      in
      the plural number shall include the singular number, unless the context clearly
      indicates the contrary. The word "person" or "persons" shall be deemed to refer
      to entities of any sort as well as natural persons.

     

    27.       ENTIRE
      AGREEMENT. This Lease contains the
      entire agreement between the parties hereto. The provisions of this Lease cannot
      be modified or amended except by written agreement between Landlord and
      Tenant.

     

    28.       VALIDITY
      OF PROVISIONS. This Lease shall be deemed to
      have been made and shall be construed and interpreted by the courts of, and
      in
      accordance with the laws of, the Commonwealth of Pennsylvania, without regards
      to its choice of law provisions. If any provision of this Lease shall be
      declared invalid by judicial determination, or by Act of Pennsylvania Assembly,
      or by act of any other legislative body with authority to affect this
      issue, only the provision declared invalid shall be thus affected, and all
      other
      provisions shall remain in full force and effect.

     

    29.       SUCCESSORS
      AND ASSIGNS. The provisions of this Lease
      shall bind and benefit the parties hereto and their respective heirs, executors,
      administrators, legal representative, successors and assigns, except as
      otherwise provided in this Lease.

    


     

    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    30.       IDENTITY
      OF LANDLORD/TENANT. The term "Landlord" and
      "Tenant" used in this Lease to include the Landlord and Tenant named above,
      as
      well as their successors and assigns.

     

    31.       JOINTLY
      DRAFTED. This Lease shall be deemed to be
      jointly drafted by Landlord and Tenant and, in the event of a dispute, shall
      not
      be construed against or in favor of either party on account of its participation
      in the drafting hereof.

    


    32.       NO
      BROKERS. Landlord and Tenant each represent to the other
      that they have not dealt with any brokers or agents in connection with the
      negotiation or execution of this Lease. Landlord and Tenant each agree to
      indemnify and hold harmless the other from and against any and all costs,
      liabilities or claims for commission or other compensation by any broker or
      agent employed by the indemnifying party and/or who claims to have been employed
      by the indemnifying party in connection with the Lease of the
      Premises.  Except Bushar Corporation.

     

    33.       NO
      JOINT VENTURE. Any intention to create a
      joint venture or partnership relationship between the parties hereto is hereby
      expressly disclaimed.

    


    34.       SANCTIONED
      PERSONS. Landlord represents and warrants to
      Tenant that it and any of its agents, employees, officers, and representatives
      using the Premises under this Lease: 'a) are not "sanctioned persons" under
      any
      federal or state program or law; 'b) have not been listed in the current
      Cumulative Sanction List of the Office of Inspector General for the
      United States Department of Health and Human Services for currently sanctioned
      or excluded individuals or entities; 'e) have not been listed on the General
      Services Administration's List of Parties Excluded from Federal Programs; and
      (d) have not been convicted of a criminal offense related to health care.
      Landlord shall immediately notify Tenant in the event that Landlord is no longer
      able to make such representations and warranties. Without limitation to any
      other rights and remedies under this Lease, afforded by law, or in equity,
      Tenant may immediately terminate this Lease with five '5) days written notice,
      without penalty, in the event that Tenant has determined that Landlord is in
      breach of this provision.

     

     

    (SIGNATURE
      PAGE TO FOLLOW]

     

    


     

    


    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF,
this Lease has been executed by each party's duly authorized
      representative in multiple originals as of the day and year first written
      above.

     

     

    TENANT:

    By:
       /s/ Michael
      Novakovic                             


          
      Michael Novakovic

          
President

     

    


    LANDLORD:
      

    By:
      /s/ Joseph J.
      Ferrier                                   


         
      Joseph J. Ferrier

         
      Vice President

     

     

     

     

     

    
 

    


    SEE
      ADDENDUM

    


    


    


     

    


    


    


    


    PROPRIETARY
      & CONFIDENTIAL:

    UNAUTHORIZED
      COPYING AND USE STRICTLY PROHIBITED

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    Addendum
      to Commercial Lease Agreements between MCCI and PSDC.

     

    
      	
              Replace:

            	
              Par.
                1a...ten parking spaces to 12.

            


    

    


    
      	
              Add:

            	
              Par.
                2 line 2. ...reasonably related thereto "including ability to mix
                very
                small amounts of non flammable liquids with non hazardous materials
                for
                the purpose of developing new high temperature
                coatings."

            


    

     

    


    
      	
              Add:

            	
              Par.
                13. ...The landlord will finish the premises according to the general
                standards established by the landlord in the second floor
                suites.