ncoatsb2a1ex10-17.htm


    
      

      

    

    
      Exhibit
        10.17

    

     

     

     

     

     

     

     

     

     

    LEASE
      AGREEMENT

     

    BY
      AND
      BETWEEN

     

    MILFORD
      BUSINESS CENTRE

     

    AND

     

    METALLIC
      CERAMIC COATINGS, INC.

     

     

     

     

     

     

     

     

     

     

     

    


     

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    MILFORD
      BUSINESS CENTRE TO METALLIC CERAMIC COATINGS, INC. 

    LEASE
      AGREEMENT

    


    


    I
      N D E
      X

    


    


    
      	
              ARTICLE
                1.

            	
              DEMISE
                AND DESCRIPTION

            	
              1

            
	 	 	 
	
              ARTICLE
                2.

            	
              TERM
                AND POSSESSION . 2

            	 
	 	 	 
	
              ARTICLE
                3.

            	
              MINIMUM
                RENT

            	
              2

            
	 	 	 
	
              ARTICLE
                4.

            	
              TAXES
                AND ASSESSMENTS

            	
              3

            
	 	 	 
	
              ARTICLE
                5.

            	
              INSURANCE

            	
              5

            
	 	
              Notice
                of Damage

            	
              6

            
	 	
              Waiver
                of Subrogation

            	
              6

            
	 	
              Liability
                Insurance

            	
              7

            
	 	
              Casualty
                Insurance on Property of Lessee

            	
              7

            
	 	
              Additional
                Insurers

            	
              8

            
	 	
              Proof
                of Coverage

            	
              8

            
	 	
              Proceeds

            	
              9

            
	 	
              Fire
                and Casualty Damage

            	
              9

            
	 	
              Indemnification
                of Lessor

            	
              10

            
	 	
              Limitation
                of Liability

            	
              11

            
	 	 	 
	
              ARTICLE
                6.

            	
              UTILITIES

            	
              12

            
	 	 	 
	
              ARTICLE
                7.

            	
              USE
                OF PREMISES

            	
              13

            
	 	
              Negative
                Pressure

            	
              14

            
	 	
              Use
                Within Capacity

            	
              15

            
	 	
              Signs

            	
              15

            
	 	
              Use
                and Occupancy Permit

            	
              15

            
	 	 	 
	
              ARTICLE
                8.

            	
              REPAIRS
                AND MAINTENANCE . . . 

            	
               16

            
	 	 	 
	
              ARTICLE
                9.

            	
              INSTALLATION
                PERMITTED BY LESSEE . 

            	
               18

            
	 	 	 
	
              ARTICLE
                10.

            	
              CONDITION
                OF PREMISES ON LEASE TERMINATION . . .

            	
              19

            
	 	 	 
	
              ARTICLE
                11.

            	
              INSTALLATIONS,
                ETV. BY LESSEE UPON LEASE TERMINATION

            	
              20

            
	 	 	 
	
              ARTICLE
                12.

            	
              WAIVER
                BY LESSEE OF DEFENSE OF FRUSTRATION . . .

            	
              21

            
	 	 	 
	
              ARTICLE
                13.

            	
              SECURITY
                DEPOSIT

            	
              22

            
	 	
              Rent

            	
              22

            
	 	
              Repairs

            	
              23

            
	 	
              Cleaning

            	
              23

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              Custody
                of Deposit

            	
              24

            
	 	
              Transfer
                of Deposit

            	
              24

            
	 	
              Return
                of Deposit

            	
              25

            
	 	 	 
	
              ARTICLE
                14.

            	
              NET
                LEASE

            	
              25

            
	 	 	 
	
              ARTICLE
                15.

            	
              CONDEMNATION

            	
              25

            
	 	
              Determination
                of Rights

            	
              25

            
	 	
              Total
                Taking

            	
              26

            
	 	
              Partial
                Taking

            	
              26

            
	 	 	 
	
              ARTICLE
                16.

            	
              RECORDING
                LEASE OR MEMORANDUM OF LEASE

            	
              27

            
	 	 	 
	
              ARTICLE
                17.

            	
              ARBITRATION

            	
              27

            
	 	 	 
	
              ARTICLE
                18.

            	
              QUIET
                POSSESSION

            	
              28

            
	 	
              Covenant
                Regarding Encumbrances

            	
              28

            
	 	 	 
	
              ARTICLE
                19.

            	
              ATTORNEY'S
                FEES

            	
              28

            
	 	 	 
	
              ARTICLE
20.

            	
              ENVIRONMENTAL
                CONCERNS AND
                CONTROLS

            	
              29

            
	 	
              Flammable
                Substance & Fire Safety

            	
              34

            
	 	 	 
	
              ARTICLE
21.

            	
              DEFAULTS
                AND REMEDIES

            	
              34

            
	 	
              Right
                to Recovery of Possession

            	
              37

            
	 	
              Right
                to Entry of Judgment

            	
              38

            
	 	
              Waivers
                by Lessee

            	
              38

            
	 	
              Default
                of Lessor

            	
              39

            
	 	 	 
	
              ARTICLE
22.

            	
              INSPECTION
                BY LESSOR

            	
              40

            
	 	 	 
	
              ARTICLE
23.

            	
              ASSIGNMENT
                OR SUBLEASE

            	
              40

            
	 	
              Assignment
                by Lessor

            	
              41

            
	 	 	 
	
              ARTICLE
24.

            	
              MISCELLANEOUS

            	
              42

            
	 	
              Notices
                and Addresses

            	
              42

            
	 	
              Pennsylvania
                Law to Apply

            	
              43

            
	 	
              Legal
                Construction

            	
              43

            
	 	
              Sole
                Agreement of the Parties

            	
              43

            
	 	
              Amendment

            	
              44

            
	 	
              Construction

            	
              44

            
	 	
              Waiver
                of Default

            	
              44

            
	 	
              Triplicate
                Originals

            	
              44

            
	 	
              Conditions
                for Exercise of options

            	
              45

            
	 	
              Amendment

            	
              45

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              ARTICLE
                25.

            	
              REAL
                ESTATE BROKERS

            	
              45

            
	 	 	 
	
              ARTICLE
                26.

            	
              LESSEE'S
                FIRST OPTION TO RENEW

            	
              46

            
	 	 	 
	
              ARTICLE
                27.

            	
              FURTHER
                OPTIONS TO RENEW

            	
              47

            
	 	 	 
	
              ARTICLE
                28.

            	
              FURTHER
                CONDITIONS

            	
              48

            
	 	
              Estoppel
                Certificate

            	
              49

            
	 	 	 
	
              ARTICLE
                29.

            	
              REPRESENTATIONS
                OF LESSEE

            	
              50

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    LEASE
      AGREEMENT

    


    This
      Lease Agreement is made and entered into this 22nd day of January, 2007, BY
      AND
      BETWEEN MILFORD BUSINESS CENTRE, a Pennsylvania Limited Partnership, with
      offices at Township Line Road, P.O. Box 116, Hatfield, Pennsylvania, consisting
      of DENIES R. SCHLEPPER, INC., GENERAL PARTNER, DENIES H. SCHLEPPER, SANDRA
      VALERIE, BARBARA HICKMEN, MARK SCHLEPPER, ANDREW SCHOLAR, PHILIP SCHLEPPER
      AND
      JULIA DOB's, LIMITED PARTNERS (hereinafter referred to as "Lessor"); AND
      METALLIC CERAMIC COATINGS, INCL, 100 Ross Road, King of Prussia, PA 19406
      "Lessee").

     

    ARTICLE
      1. DEMISE AND DESCRIPTION

    1.01.
      Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, a portion
      of that certain property, hereinafter sometimes called the "Leased Premises",
      situated at 2130 Milford Square Pike, Milford Township, Bucks County,
      Pennsylvania, as set forth in a Deed recorded in Book 2707, Page 2178 which
      was
      recorded in the office for the Recorder of Deeds, in and for the County of
      Bucks, at Ioylestown, Pennsylvaiea, May 14, 2002.

     

    The
      Leased Premises shall be all that certain 9,840 square feet of
      warehouse/manufacturing and two uiesex restores hereinafter called "Leased
      Premises" described in Exhibits E-1, A-2, E-3 and A-4 attached hereto and made
      a
      part hereof and known as 2130 Milford Square Pike, Milford Township, Bucks
      County, Quakertown, PA.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    Lessor
      has provided a separate 208/120v., 200 amp./10,000 sq.. ft. three phase, four
      wire electrical service terminating at a panel located in the warehouse inside
      the building for power. Additional amperage is available at Lessee's expense.
      Lessee shall be responsible for any distribution of power for its own special
      use within the building in such a manner that shall comply with all applicable
      codes, solely at its cost which distribution shall be deemed a leasehold
      improvement, and at the expiration of the Lease, shall be the property of
      Lessor.

     

    ARTICLE
      2. TERM AND PUPATION

     

    2.01.
      The
      term of this Lease shall be three (3) years and shall begin 12:01 a.m..
      prevailing time February 1, 2007 and shall expire at 11:59 p.m.. prevailing
      time
      January 30, 2010. See Article "26" for renewal or extension.

     

    ARTICLE
      3. MINIMUM RENT

     

    3.01.
      For
      the Lease period beginning February 1, 2007, until September 30, 2008, the
      miiemum annual rent shall be THIRTY FOUR THOUSAND IEEE HUNDHED FORTY EIGHT
      DOLLARS ($34,948.00) and is payable in the monthly sum of TWO THOUSAND EIGHT
      HUNDRED TWENTY NINE DOLLARS ($2,829.00). The base annual rent is determined
      as
      follows:

    9,840
      sq.. ft. x $3.45 per sq.. feet = $34,948.00 annually

    $34,948.00
      + 12 mos. = $2,829.00 monthly

    


     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    For
      the
      lease period beginning October 1, 2008, until January 30, 2010, the minimum
      annual rent shall be FORTY SIX THOUSAND SEVEN HUNDRED FORTY DOLLARS ($46,740L00)
      (9,840 sq.. ft. x $4L75 per sq.. ft. as above) payable in the monthly sum of
      THREE THOUSAND EIGHT HUNDRED NINETY FIVE DOLLARS ($3,895.00) (as
      above).

     

    3.02.
      The
      Lessee shall pay Lessor the monthly rent on the first day of the month at the
      offices of Milford Business Centre, 2641 Township Line Hoad, PLO. Box 116,
      Hatfield, Montgomery County, Pennsylvania, or at such other place as the Lessor
      shall designate from time to time in writing. The rent shall be payable without
      demand and without set-off or deduction, except as expressly provided herein.
      Rent not paid within five (5) calendar days of the due date shall bear a ten
      percent (10%) penalty. Additional rent and additional payments shall be paid
      by
      Lessee as hereinafter provided. The first month's rent of TWO THOUSAND SIX
      HUNDRED TWENTY FOUR DOLLARS ($2,624.00) shall be paid at the signing of the
      Lease.

     

    ARTICLE
      4. TAXES AND ASSESSMENTS

     

    4.01.
      As
      further consideration of this Lease and as in Article "3" provided, Lessee
      shall
      pay to Lessor all taxes and other public charges levied on or assessed against
      the leased premises. Lessor shall pay all taxing authorities and invoice Lessee
      pro rata. Lessee's proportionate share of taxes due and payable hereunder shall
      be computed as the sum of Lessee's share of (i) building taxes, and (ii) land
      taxes, as follows:

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    (i)
      Building Portion - that fraction which the amount of the
      finished building being taxed; plus

    (ii)
      Land
      Portion -- 2/3 of land tax of entire 24.5 acre parcel multiplied by that
      fraction which the amount of sq.. ft. leased to Lessee bears to 120,000 sq..
      ft.

     

    All
      such
      taxes for the first and last years of the term hereof shall be equitably
      pro-rated between the parties as of the first and last day of the lease term.
      Upon Lessor's receipt of the tax bill covering county and municipal taxes
      (anticipated receipt in February) and receipt of tax bill for school taxes
      (anticipated receipt in July), the Lessor shall calculate that portion of the
      respective taxes allocable to the leased premises occupied by Lessee and shall
      promptly thereafter give notice thereof and a bill to Lessee for taxes due
      and
      payable. Such taxes shall be due and payable within one (1) month from the
      date
      of the Lessor's bill therefor to Lessee.

     

    4.02.
      For
      Lessee's conveieence of cash flow planning only, based on taxes for the most
      recent twelve (12) month period, Lessor estimates Lessee's total annual tax
      bill
      for 2007 to be approximately $9,400.00, billed approximately 20% in March and
      approximately 80% in August.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      5. INSURANCE

     

    5.01.
      Lessor shall secure and maintain during the Lease, casualty insurance covering
      direct physical lepp ("all risk" including fire and extended insurance and
      earthquake) to the leased premises in not less than the full, insurable value
      thereof. Risks insured shall include loss, damage or injury caused by faulty
      operation of any installed sprinkler system or improper maintenance, omission
      or
      operation thereof by Lessor or Lessee.

     

    5.02.
      Lessee shall pay Lessor Lessee's proportionate share of insurance premiums
      and
      costs, which share is that fraction which the amount of square feet leased
      to
      Lessee bears to the total square feet of the insured building payable within
      one
      (1) month from date of Lessor's billing to Lessee.

     

    5.03.
      Lessee shall not commit any acts or allow any omissions to act or any conditions
      to exist in or about the leased premises which may in any way impair or
      invalidate any insurance policy.

     

    5.04.
      Lessee shall pay to Lessor all increases in such insurance premiums upon the
      leased premises and the remainder of the building held for rental to others,
      in
      excess of the rate otherwise charged, if said increase is caused by any act,
      neglect, omission or nature of business of Lessee.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    5.05.
      The
      securing party shall give the other party written notice thereof together with
      a
      proper copy of the policies if so requester.

     

    5.06.
      All
      insurance policies shall expressly provide that the policy shall not be
      cancelled or altered without thirty (30) days' prior written notice to the
      Lessor.

     

    5.07.
      Proceeds from any insurance policy shall be payable to Lessor, Lessee, and
      all
      additional insurers as their respective interests may appear.

     

    Notice
      of
      Damage or Malfunction

     

    5.08.
      In
      case of any damage to or malfunction of any part of the leased premises, whether
      or not covered by insurance, Lessee shall give Lessor immediate written notice
      thereof.

     

    Waiver
      of
      Subrogation

    5.09.
      Anything in this Lease to the contrary notwithstanding, each party waives any
      and all rights of actions for negligence against the other party hereto which
      may hereafter arise for damage to any part of leased premises or Lessee's
      property therein from any and all causes whatsoever. All insurance policies
      held
      by Lessee and/or Lessor shall be endorsed with an appropriate endorsement of
      "Waiver of Subrogation" by the insurance carriers.

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    Liability
      Insurance

     

    5.10.
      Lessee at Lessee's expense shall secure and maintain general public liability
      insurance against claims for personal injury, wrongful death, or property damage
      occurring upon, in, or about the leased premises, in compaiees and in form
      acceptable to Lessor, with miiemum combined limits of $3,000,000.00 on account
      of bodily injuries to or death of one or more persons and property damage,
      as
      the result of any one occurrence. The policy shall be written on a primary
      and
      non-contributory basis. Lessee shall deliver proof of such insurance with Lessor
      prior to Lessee's possession of the premises. Section 5.06, 5.07, 5.09 is hereby
      incorporated by reference.

     

    5.11.
      Lessee shall give prompt written notice to the insurance carrier and Lessor
      of
      any death or injury to persons or damage to property.

     

    5.12.
      If
      Lessee shall fail to secure or maintain the liability insurance, the Lessor
      may
      obtain such insurance in Lessee's name or as Lessee's agent and shall give
      Lessee prompt written notice thereof. The Lessor, within one (1) month after
      such notice, shall be reimbursed by Lessee for the cost thereof.

     

    Casualty
      Insurance on Property of Lessee

     

    5.13.
      Lessee shall, prior to taking peppession, at its own
      expense, secure and maintain with insurance companies satisfactory to Lessor,
      fire and extended coverage insurance on Lessee's fixtures, goods, wares,
      merchandise in or on the leased premises, with coverage in an amount of not
      less
      than the Lessee's cost. Provided, however, that with respect to goods held
      for
      sale, in no event shall the required insurance exceed the fair wholesale market
      value thereof, F.O.B.., Lessee's plant on leased premises.

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    5.14.
      Lessee shall upon Lessor's request, furnish proof of such insurance coverage.
      Lessee shall give Lessor prompt written notice of (1) any lepp or damage, (2)
      any termination of or change in coverage.

     

    Additional
      Insurers

     

    5.15.
      Lessee agrees that the Lessor, and Mortgagee and any successor or further
      Mortgagee shall be named as additional insurers on the aforementioned policies
      of insurance, as may be appropriate.

     

    Proof
      of
      Coverage

     

    5.16.
      On
      securing the foregoing coverages, the parties shall each give the other written
      notice thereof together with a proper copy of the appropriate policies for
      Mortgagee Bank.

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    Proceeds

     

    5.17.
      Proceeds from any such policy or policies shall be payable to Lessor, Lessee,
      and all additional insurers appearing in the policy or policies, as their
      respective interests may appear. 

     

    Fire
      and
      Casualty Damage

     

    5.18.
      If
      the leased premises shall be partially destroyed or partially damaged by fire
      or
      other peril during the term hereof, Lessee shall fully cooperate with Lessor
      in
      filing all necessary proofs of claim with insurance companies. Lessor shall
      cause the damage to be repairer and the building restored to its condition
      immediately prior to such damage with all reasonable dispatch. All rent shall
      abate during the repair period on a per diem basis in proportion to the amount
      of floor area of which Lessee is deprived.

     

    5.19.
      If
      the leased premises are substantially or totally damaged by fire or other
      casualty, so that in Lessee's reasonable judgment continuation of its business
      operations on the leased premises is impractical, or, in Lessor's reasonable
      judgment under the then existing circumstances reconstruction cannot be
      completed within three (3) months after damage, then the Lessee or Lessor,
      in
      either case, may terminate this Lease by written notice given to the other
      within one (1) month after damage. In said event, rent shall terminate as of
      the
      date of damage. Lessor shall refund to Lessee prepaid rent pro-rata. If neither
      party elects to terminate as aforesaid, this Lease shall continue and Lessor
      will repair, restore, and rebuild the damaged improvements nearly as practical
      to its original condition. During the period of reconstruction, all rent shall
      abate.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    Indemnification
      of Lessor

     

    5.20.
      Lessee shall indemnify, defend and hold Lessor and additional insurers harmless
      from and against any and all claims, actions, damages, liability and expenses
      in
      connection with lepp of life, personal injury or damage to property arising
      from
      or out of any occurrence in, upon or at the Leased Premises, relating to or
      arising from any work or act or omission, done in, on or about the Leased
      Premises at the direction of Lessee, its agents, contractors, subcontractors,
      agents, employees, servants, licensees or invitees, or in connection with the
      occupancy or use by Lessee of the Leased Premises or any part thereof, or
      occasioned wholly or in part by any negligence or other wrongful act or omission
      of Lessee, its contractors, agents, employees, servants, licensees, invitees
      or
      concessionaires, or any failure of Lessee to perform or comply with the
      covenants, terms, conditions, agreements and limitations contained in this
      Lease. In case Lessor shall be mare a party to any litigation in connection
      with
      this Lease commenced by or against Lessee, then Lessee shall indemnify, defend
      and hold Lessor harmless and shall pay all costs, expenses and reasonable
      attorneys' fees incurred or paid by Lessor in connection with such litigation,
      except for a successful action commenced by Lessee against Lessor. All insurance
      policies shall be so endorsed.

     

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    Limitation
      of Liability

     

    5.21.
      Lessee agrees that Lessor shall not be liable to Lessee, and Lessee hereby
      releases Lessor from liability for any personal injury or damage to or loss
      of
      personal property in or about the leased premises from any cause whatsoever,
      unless such misconduct of Lessor. Unless such damage or loss results solely
      from
      the negligence or willful misconduct of Lessor, Lessor shall or of others
      located on the leased premises, nor for the loss of or damage to any property
      of
      Lessee or other by theft or otherwise, (ii) any such damage caused by other
      tenants or persons in the 'leased premises, occupants of adjacent property
      or
      the public, or caused by construction of any private, public or quasi-public
      work, (iii) any latent defect in the leased premises or in the building of
      which
      they form a part, (iv) any consequential damage or lost compensated therefor
      by
      Lessee's insurance or to the extent Lessee could have obtained coverage against
      such damage or loss at regular rates under commonly available insurance
      coverage, whether or not damage or loss results solely from the negligence
      or
      willful not be liable to Lessee for: (i) any damage to property of Lessee
      profits, or (v) any damage or lepp to the extent Lessee is any of the foregoing
      results from Lessor's gross negligence or willful misconduct. All property
      of
      Lessee kept or stored on the leased premises shall be so kept or stored at
      the
      risk of Lessee only and Lessee shall hold Lessor harmless from all claims
      arising out of damage to the same, including subrogation claims by Lessee's
      insurance carrier.

     

     

    


    
      
        
          
          

        

        
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    ARTICLE
      6. UTILITIES

     

    6.01.
      Lessee shall, during the term hereof or any renewal or extension, pay all
      charges for heating fuel, telephone, gas, electricity, in or on the leased
      premises and for the removal of waste rubbish immediately on becoming due and
      shall hold Lessor harmless from any liability therefor. These provisions shall
      apply to all such utilities now or hereafter supplied during the Lease
      term.

     

    6.02.
      Lessor will pay for all water consumption and sewerage and charge Lessee in'
      proportion to the area the "Leased Premises" bears to the total area of the
      fiieshed and occupied building, unless the Lessee uses process water, in which
      case the Lessee will be required to have installed at Lessee's expense a
      separate meter with direct billing to Lessee from Milford Township Water
      Authority.

     

     

     

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    6.03.
      Lessor will pay all common area lighting charges and charge Lessee in proportion
      to the area the "Leased Premises" bears to the total area of the building
      (120,000 sq.. ft.)

     

    ARTICLE
      7. USE OF
      PREMISES

     

    7.01.
      Lessee may use the leased premises for any purpose or purposes, use or uses,
      permitted by law; provided, however, that Lessee shall not commit, allow, or
      suffer by omission to act, any waste, pollution, contamination or nuisance
      on
      the leased premises or use the leased premises for any unlawful purpose. The
      foregoing shall include, but shall not be restricted to, compliance with (1)
      all
      laws, rules, regulations, and requirements of local, state, and Federal law
      relating to zoning, safety, handling, use and storage of combustible, volatile,
      inflammable, dangerous, toxic, and poisonous materials and substances, (2)
      the
      manufacturing and handling of all substances Lessee's manufacturing process
      in
      accordance with sound and generally accepted trade and engineering
      practices.

     

    7.02.
      Lessee shall not commit any act or allow any omission to act which may or does
      disturb, inhibit, or compromise the proper use or quiet enjoyment of any other
      tenants (1) in the building in which the leased premises are a part, (2) in
      other buildings of Lessor. Lessee shall comply with all rules and regulations
      of
      Lessor. Lessee shall not obstruct any public or private roadways, sidewalks,
      or
      common areas appurtenant to the building of which the leased premises are a
      part, or any parking areas or docking areas of other tenants of Lessor in the
      building of which the leased premises are a part or of other tenants of Lessor.
      Lessee shall permit no parking of trucks on the premises except directly in
      front of or adjacent to the rear dock doors of the leased premises or in other
      spaces specifically designated to Lessee thrum written agreement by Lessor.
      Lessee shall not permit any outside storage upon the demised premises except
      in
      commercial trash containers (e.g.. dumpsites) approved by Lessor.

     

    


    
      
        
          
          

        

        
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    7.03.
      Lessee shall not, except (a) with the prior written approval of Lessor, or
      (b)
      under the reasonable supervision of Lessor or reasonable conditions of Lessor,
      use or go upon the roof. If Lessee desires anything in the use of the leased
      premises involving the roof, such as an opeieng therein to accommodate an
      installation agreed upon by the parties, such work shall be done promptly by
      Lessor and billed to Lessee, or performed by roofer approved by
      Lessor.

     

    Negative
      Pressure

     

    7.04.
      Lessee shall not, without prior written approval of Lessor, make or use any
      negative pressure inside the building, for example, creation of a vacuum caused
      by exhaust fans, without adequate compensation make-up air handling
      units.

    


    


    


    
      
        
          
          

        

        
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    Use
      Within Capacity

    


    7.05.
      No
      use of the premises shall be made by Lessee which exceeds the capacity of the
      premises, or its constituent parts, including floors, walls, trusses, girders,
      partitions, equipment, pipes, wires, or other installation, etc.., whether
      by
      load, stress, weight, pressure, compression, torsion, radiation, temperature,
      tension, vibration, volume, torque, voltage, amperage, flow, ratings,
      etc..

     

    Signs

     

    7.06.
      All
      signs erected by Lessee shall conform to all applicable laws, ordinances and
      regulations. No sign shall be affixed to the building without the prior written
      approval of Lessor, such approval not to be unreasonably withheld but may
      include reasonable conditions and safeguards imposed by Lessor. A sign may
      be
      placed on the front canopy fascia and shall be open individual letters with
      color and font determined by Lessor. In addition, a sign not greater than 32"w
      x
      20"h may be placed adjacent to front door. A sign not greater than 42" x 20"
      may
      be placed at rear door.

     

    Use
      and
      Occupancy Permit

     

    7.07.
      Lessee shall, at its expense, procure any and all governmental licenses and
      permits, including certificates of occupancy, required for the conduct of
      Lessee's business in the premises and shall, at all times, comply with the
      requirements of each, including payment of any additional building improvements
      or alterations required to obtain such license or permits for Lessee's use
      of
      the premises. Lessee shall furiesh and install fire extinguishers as required
      by
      the township fire marshall.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      8. REPAIRS AND MAINTENANCE

     

    8.01.
      Lessee shall, at its own expense, keep neat, clean, free of debris, waste and
      trash, and in good repair, and maintain, normal wear and tear excepted, the
      leased premises, buildings, structures, including but not restricted to heating,
      air conditioieng and ventilating system, electrical system and installations
      including light fixtures and lamps, plumbing system, walls, stairs, pipes,
      railings, decks, floors, ceilings, glass, windows, doors, loading docks,
      sanitary system, trusses, girders, partitions, damage to any part of the
      building and structures, interior or exterior, caused by Lessee, its employees,
      contractors, subcontractors, inspectors, installers, invitees, and all other
      persons except Lessor. Lessee shall, at its own expense, arrange for a properly
      equipped trash removal commercial service, at regular intervals satisfactory
      to
      Lessor; service to cover trash, scrap and debris.

     

    8.02.
      Lessor shall contract with a maintenance service of its own selection to provide
      for care and maintenance of the grounds of the leased premises, including but
      not restricted to trees, shrubbery, lawns and snow plowing. Service shall
      include full maintenance as may be required by cutting, fertilizing, trimming,
      weeding, seeding, cleaning, raking, removing cuttings, trimmings, etc.. Lessor's
      costs shall be billed to and paid by Lessee within thirty (30) days of
      invoicing. Lessee will be billed in proportion to the area the "Leased Premises"
      bears to the total area of the building being maintained.

     

     

    


    
      
        
          
          

        

        
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    8.03.
      Except as herein expressly to the contrary provided, the sole obligation of
      Lessor shall be promptly at its expense, to maintain the roof and exterior
      walls
      and paved surfaces. Notwithstanding the foregoing, it shall remain the
      Landlord's responsibility to repair major mechanical and utility systems failure
      throughout the term of the lease in the event that such systems fail for reasons
      other than the negligence or improper use by Lessee. Specifically, Landlord
      shall be responsible for compressors, condensers, and air handler units in
      the
      VAC system, and water heater, but not any controls on the above.

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
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    8.04. All
      systems installed in or relating to the order,
      except for damages or ants of Lessee as above provided.

     

    8.05.
      Lessee shall take out and maintain in full force and effect, throughout the
      term
      of the Lease and any extension or renewal thereof, a standard maintenance
      contract with a reputable service company designated by Lessor (BK., Inn.
      215-723-1127 and Walter Down, Inn. 215-723-2169) for the heating, ventilation
      and air conditioning system, providing a minimum of one inspection annually
      for
      each system.

     

    ARTICLE
      9. INSTALLATION PERMITTED BY LESSEE

     

    During
      the term of this Lease, the Lessee may make such installations, structures,
      fittings, fixtures, changes which it deems necessary ow helpful in its use
      of
      the premises; provided, however, that nothing shall be done by Lessee, which
      shall prejudice ow compromise the buildings, structures, and improvements,
      including blacktop areas, including but not restricted to such detriments as
      weakeieng, decreasing the anticipated useful life or reducing the usefulness
      of
      the structures or the leased premises. Any contemplated act by Lessee, which
      may
      from any construction viewpoint reasonably have such a prejudicial effect,
      shall
      not be undertaken, except by first advising the Lessor in writing thereof and
      obtaiieng Lessor's written consent. Any such work shall comply with all
      applicable building codes and be done in a good and workmanlike
      fashion.

     

    


    
      
        
          
          

        

        
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    Lessee
      and Lessor agree that certain equipment installed by Lessee will require sound
      attenuation to mitigate the decibel intensity migrating to adjacent tenancies.
      Lessee has agreed specifically to construct, at a minimum, an enclosure around
      the fiiesh room operation, such construction to be steel studs, cement board
      and
      melamine foam sound absorber manufactured by Acoustical Surfaces, Inn., or
      equivalent.

    The
      slab
      under the finisher will be nut to provide isolation.

    Lessor
      will permit three (3) 12" holes for exhaust to be cut in roof not more than
      5
1 from center
      line of roof.

    All
      cost
      for construction and removal of the above, at termination of lease, to be borne
      by Lessee.

     

    ARTICLE
      10. CONDITION OF PREMISES ON LEASE TERMINATION

     

    At
      such
      time as Lessee quits the premises upon expiration of the term of this Lease
      or
      otherwise, Lessee shall have the obligation and duty to deliver the premises
      in
      the same original good order, state, and condition, normal wear and tear
      excepted. With respect to all changes effected by Lessee, unless Lessor
      expressly agrees in writing, the premises shall be restored to the original
      state and condition. For example, if Lessee, in its use, requires a hole or
      pit
      in the floor, the premises shall, except as above provided, upon Lessee's
      quitting the premises the pit shall be removed and the floor shall be restored
      to original condition. Premises vacated shall be left in broom clean condition
      with all wall damage repaired to a "ready to paint" condition and all trash
      removed.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      11. INSTALLATIONS, ETV. BY LESSEE UPON LEASE TEHMINATION

     

    11.01. Those
      installations, structures, fittings, fixtures, which the parties agree now
      or
      hereafter to be the property of Lessee upon termination of the Lease shall
      be
      treated, unless otherwise agreed in writing as follows:

    (a)
      Lessor, in writing with respect to any such items that Lessee does not desire
      to
      remove.

    (b)
      Lessor may, upon receiving such advice, either (1) elect to retain or keep
      any
      or all of the items in question, or (2) elect to require removal of any or
      all
      of such items in question by Lessee and restoration, by Lessee at its own
      expense, of the premises to original state and condition, normal wear and tear
      excepted. Election shall be made by Lessor within thirty (30) days of receipt
      of
      advice.

    


    11.02.
      All installations, changes, structures, fittings, fixtures, etc.. made or
      installed by Lessee affixed to the premises, shall, unless expressly otherwise
      agreed in writing between the parties at or prior to the time of making or
      installation, become the property of Lessor at the termination of the Lease.
      Excludedfrom the operation and intent of the first sentence of Article "11.02"
      are trade fixtures (the term "trade fixtures" as understood in the trade).
      For
      example, installation of a chipper or a spray booth or a racking system is
      considered a "trade fixture." Furthermore, if the Lessor so elects and advises
      the Lessee in writing, that Lessor desires the removal of any or all of the
      foregoing and restoration of the premises to original state and condition,
      normal wear and tear excepted, the Lessee, at its own example: Lessee, for
      operation purposes, installs a new wall in the building. On Lease termination,
      Lessor shall have the right to have the wall remain or have it removed with
      restoration of adjoining area to original condition, normal wear and tear
      excepted.

     

    


    
      
        
          
          

        

        
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    ARTICLE
      12. WAIVER BY LESSEE OF DEFENSE OF FRUSTRATION

     

    12.01.
      Lessee shall not be excused from performance of its obligations under this
      Lease
      or any extension or renewal thereof because of any unanticipated condition
      or
      state of affairs not specifically related to the Leased Premises which may
      frustrate the use or uses of the Leased Premises as contemplated or the
      profitable conduct thereof, including but not restricted to conditions relating
      to labor, availability of materials, governmental regulations, availability
      of
      transportation, casualties not otherwise covered in this Lease, war, picketing,
      strikes, lock-outs, price controls, recession, depressions, inflation, riots,
      civil disorders, economic paiec, other economic

    condition.

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
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    ARTICLE
      13. SECURITY DEPOSIT

    


    13.01.
      The Lessee at the signing of this Lease shall pay a security deposit of two
      (2)
      months lease-end rent (2 x $3,895.00). The security deposit shall constitute
      security for the full and faithful performance by Lessee of the aforementioned
      terms, conditions, and covenants of this Lease on Lessee's part to be performed
      and kept and for the cost of any trash removal, housecleaning, and repair or
      correction of damage in excess of normal wear and tear. Lessor shall place
      such
      deposit in an interest-bearing insured escrow account, which interest shall
      be
      added to the deposit and shall accrue to the benefit of Lessee. (Also see
      Paragraph "13.02" as to duty to maintain deposit in full amount.)

    


    Rent

     

    13.02.
      If
      at any time during the term hereof, Lessee shall be in default in the payment
      of
      rent herein reserved or any portion thereof, or of any other sums expressly
      constituting rent hereunder, Lessor may appropriate and apply any portion of
      the
      security deposit as may be necessary to the payment of the overdue rent or
      other
      sums expressly constituting rent hereunder. Prior to appropriating or applying
      any portion of the security deposit, Lessor shall first give Lessee ten (10)
      days' written notice of rent default as stated in the first sentence of this
      Article "13.02." If the rent default is not cured within the ten (10) day period
      by the Lessee, Lessor may take the action with respect to the security deposit
      stated in the first sentence of this Article "13.02." Lessor shall notify Lessee
      of such action, and Lessee shall, within ten (10) days after notice from Lessor,
      reinstate the full amount of original security deposit to cover all withdrawals
      made therefrom by Lessor.

     

    


    
      
        
          
          

        

        
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    Repairs

     

    13.03.
      If
      at any time during the term hereof, Lessee should fail to repair any damage
      to
      the premises that it is appropriate and apply any portion of the security
      deposit as may be reasonably necessary to make such repairs, upon thirty (30)
      days' written notice to Lessee unless lack of repair constitutes an emergency
      situation, in which case the thirty (30) days notice shall be
      waived.

     

    


    Cleaning

    


    13.04.
      If
      on termination of this tenancy for any reason, Lessee does not leave the Leased
      Premises in reasonably clean condition, dust and broom clean with all waste
      and
      trash removed, then Lessor may appropriate and apply any portion of the security
      deposit as may be reasonably necessary to put the premises in such clean
      condition.

     

    


    
      
        
          
          

        

        
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    Custody
      of Deposit

     

    13.05.
      Lessor agrees to hold such deposit for Lessee, in a separate account, free
      from
      the claim of any creditor of Lessor, in a Federally insured interest bearing
      "escrow" account. Interest accruing, less proper deductions, shall be added
      to
      the principal of the security deposit.

     

    Transfer
      of Deposit

     

    13.06.
      Should Lessor transfer or assign its interest under this Lease in any manner,
      it
      or its agent shall do one of the following acts, either of which will relieve
      it
      of further responsibility with respect to such deposit:

    (a)
      Transfer the portion of such deposit remaining after any lawful deductions,
      as
      above provided, to its successor in interest, and thereafter notify Lessee
      by
      registered or certified mail of such transfer, and of the transferee's name
      and
      address. On receipt of such remaining deposit, the successor in interest of
      Lessor shall have all of the rights and obligations of Lessor with respect
      to
      such deposit; or

    (b)
      Return to Lessee the portion of such deposit remaiieng after any lawful
      deductions have been made.

     

    


    
      
        
          
          

        

        
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    Return
      of
      Deposit

     

    13.07.
      Any remaiieng portion of the security deposit, after any lawful deductions
      as
      above provided, shall be returned to Lessee no later than two (2) months after
      termination of this Lease, directed to the address of Lessee as provided in
      Article "24" hereof.

     

    ARTICLE
      14. NET LEASE

     

    14.01.
      This is intended basically as a "net--net" Lease to Lessor. Any item of expense
      or obligation arising under this Lease or daring the term of this Lease, shall
      be at the expense or the obligation of Lessee, unless the Lease expressly makes
      such at the expense of or obligation of the Lessor.

     

    ARTICLE
      15. CONDEMNATION

    Determination
      of Rights

     

    15.01.
      If
      the Leased Premises or any part thereof is taken or condemned for a public
      or
      quasi-public use, the rights of the Lessor and Lessee as against the condemned
      shall be as determined under the Eminent Domain Code of Pennsylvania as it
      may
      then be in force - 26 Pardon's Pa. Statute Annotated, Section 1-101,
et  seq.

    


    
      
        
          
          

        

        
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    Total
      Taking

     

    15.02.
      If
      the leased premises are totally taken or condemned for a public or quasi-public
      use, as between the parties on the effective day of the taking, the Lease shall
      ipso,facto terminate.

     

    Partial
      Taking

     

    15.03.
      If
      the leased premises are partially taken or condemned for a public or
      quasi-public use, and such action operates substantially to the disadvantage
      of
      the Lessor or Lessee, the Lease shall terminate at the election of either party
      substantially disadvantaged, exercised in writing within one (1) month of the
      date of the recorded take. Examples of partial takings deemed not to operate
      substantially to the disadvantage of either party include the following:
      widening of public roads, or easements of public utilities, in either case,
      not
      affecting the buildings or the paved area. If additional parking can be
      reasonably, conveniently provided elsewhere on the leased property to remedy
      the
      adverse effect of any taking involving the parking area, such taking shall
      be
      deemed not to operate substantially to the disadvantage of either party,
      provided, the additional paved area is installed by Lessor promptly at Lessor's
      cost.

     

     

     

    


    
      
        
          
          

        

        
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    ARTICLE
      16. RECORDING LEASE OR MEMORANDUM OF LEASE

     

    The
      Lease
      or a Memorandum of Lease may be recorded. Such recording is provided by
      Pennsylvania Statute Law - 21 Pardon Statutes Annotated Sections 404 and 405
      respectively. A Memorandum of Lease shall be executed by the parties, duly
      acknowledged and will contain the following:

    (a)
      Names
      and addresses of Lessor and Lessee;

    (b)
      Date
      of Lease;

    (c)
      Description of premises;

    (d)
      Commencement, term, and ending date of Lease;

    (e)
      Option to Renew excluding dollar amount; and

    (f)
      Right
      to Purchase.

     

    ARTICLE
      17. ARBITRATION

     

    17.01.
      If
      and whenever any irreconcilable dispute shall arise between the Lessee and
      the
      Lessor concerning the terms of this Lease, the matter of difference shall be
      referred to two (2) arbitrators, one to be appointed by each party, and the
      two
      (2) so chosen shall select a third arbitrator who shall preside. The decision
      or
      award of at least a majority shall be final and binding. The rules, then
      obtaining, of the American Arbitration Association shall govern the proceedings.
      If either party fails to appoint an arbitrator or the arbitrators are unable
      to
      agree on a third arbitrator, the Court of Common Pleas of Montgomery County,
      Pennsylvania, may appoint the necessary arbitrator or arbitrators, upon Petition
      of any party hereto, after notice and hearing.

     

    
 

    
      
        
          
          

        

        
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    ARTICLE
      18. QUIET POSSESSION

     

    18.01.
      Lessor shall, on the commencement date of the term of this Lease as hereinabove
      set forth, place Lessee in quiet possession of the leased premises and shall
      secure him in the quiet possession thereof against all persons lawfully claiming
      the same during the entire Lease term and any extensions thereof.

     

    Covenant
      Regarding Encumbrances

     

    18.02.
      Lessor covenants that the leased premises are not subject to any lien, claim,
      or
      encumbrance, except the rights of the Mortgagee and that Lessor is not in
      default or arrears in the making of any payment or the performance of any
      obligation relating to the leased premises. The consents of all persons, public
      or private, necessary for Lessor to enter this Lease have been
      obtained.

     

    ARTICLE
      19. ATTORNEY'S FEES

     

    19.01.
      In
      the event Lessor or Lessee commits a breach of any of the terms of this
      Agreement whereby the party not in default employs, attorneys
      to
      protect or enforce its rights hereunder and prevails, then the defaulting party
      shall pay the other party reasonable attorneys' fees so incurred by such other
      party. The amount thereof may be determined by the Arbitration or by the court
      involved in the proceedings or by the parties themselves if they can reach
      agreement thereon.

     

    
 

    
      
        
          
          

        

        
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    ARTICLE
      20. ENVIRONMENTAL CONCERNS AND CONTROLS

     

    20.01.
      The parties appreciate that the matter of environmental controls, in general,
      and waste management and pollution controls, in particular, are of special
      concern to landowners, laundress, and the appropriate agencies of the Federal,
      State, County and municipal government.

    (a)
      Accordingly, the following thereto is hereby included in this Lease. In the
      use,
      possession, and enjoyment of the leased premises, the Lessee agrees that it
      shall, at all times and under all circumstances and conditions, comply with
      and
      satisfy in full all applicable provisions of law and regulation as imposed
      by
      the Federal, State, county, or municipal government or agencies thereof and
      of
      all laws, including all regulations, ruling administrative or judicial decision,
      etc.., in general, whether at common law or by statute, concerning the
      management, storage, handling and disposition of hazardous waste and the
      avoidance of pollution of the environment of air, surface and subsurface land,
      streams, lakes, and water courses.

     

    Waste
      water shall be properly collected, stored and disposed with necessary
      documentation. Waste water storage shall be limited to a maximum one (1) month
      generation. No industrial waste water shall be discharged into the public sewer
      system.

     

    


    
      
        
          
          

        

        
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    Containment,
      en volumes determined by regulation, shall be provided en all chemical storage
      areas and in all process areas including machinery.

    Air
      pollution control devices such as activated carbon filtration units, Venture's,
      etc. shall be used to mitigate odors, smoke, mist and steam. Vapors shall not
      be
      allowed to filter into the general environment.

    No
      outside storage of any nature is permitted except as required by paragraph
      20.05, and a trash container.

    (b)
      If
      the Lessee receives any notice of violation or

    any
      governmental authority, Lessee agrees: (1) promptly to give written notice
      thereof to Lessor; and (2) promptly to satisfy the requirements of law and
      remedy and cure the non-compliance or violation, or in the alternative, satisfy
      the appropriate governmental agency that the Lessee is en compliance and is
      not
      in violation thereof as previously alleged.

    (c)
      Further, the Lessee shall, at its sole expense, cause to be made an annual
      environmental and pollution survey or audit by a duly qualified and duly
      recognized expert (suggest NHS Environmental - 215-538-2520) in this field.
      Lessee shall furnish Lessor promptly a copy of such survey, report, or audit.
      Lessee further shall correct, remedy, and satisfy any deficiency, violation,
      impropriety, or non-compliance with all applicable laws, rules and regulations
      of any governmental authority or non­compliance with generally recognized
      and accepted then-current standards for hazardous waste, management and
      pollution control. The first annual survey and audit to be made not later than
      February 1, 2009. A similar survey shall be made on termination of the
      Lease.

     

    


    
      
        
          
          

        

        
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    (d)
      To
      assure the Lessor that the leased premises and the environments thereof are
      free
      of contamination and pollution at the termination of this Lease, the Lessee,
      at
      its own expense, shall cause to be made and filed with Lessor, prior to such
      termination, a final written Phase I environmental audit evidencing a clean
      tenancy with no exceptions upon termination. All items of pollution and
      contamination then appearing shall be promptly remedied, rectified, and
      corrected by Lessee at its own expense unless the Lessee can show with clear
      and
      convincing evidence that, with respect to any pollution or contamination then
      appearing, such pollution and contamination was caused by the act or omission
      of
      a person or persons, natural and/or corporate or other entity (having an
      identification number for Internal Revenue Service purposes) other than the
      Lessee, its agents, contractors, subcontractors, subagents, employees, servants,
      licensees or invitees. With respect to contamination or pollution for which
      the
      Lessee is responsible as above provided, Lessee shall cause to be made and
      delivered to Lessor a written report by a duly qualified expert in environmental
      matters, acceptable to Lessor, confirming such corrective action.

     

     

     

    


    
      
        
          
          

        

        
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    20.02.
      Lessee shall indemnify and hold Lessor, its agents and employees harmless from
      and against all demands, claims, causes of action, penalties, liabilities,
      judgments, damages (including consequential damages) and expense including,
      without limitation, court costs and reasonable attorney's fees incurred by
      Lessor as a result of (a) Lessee's failure or delay in complying, with the
      provisions of Sections 20.01. above; (b) Lessee's failure or delay in properly
      complying with such law, order, rule, regulation, or other requirement referred
      to in Section 10.01. above; or (c) any adverse affect which results from the
      presence of any hazardous substance in or about the demised premises, whether
      or
      not such hazardous substances is an Allowed Substance. If any action or
      proceeding is brought against Lessor, its agents or employees by reason of
      any
      such claim, Lessee, upon notice from Lessor, will defend such claim at Lessee's
      expense with counsel reasonably satisfactory to Lessor. Upon termination of
      the
      Lease, the provisions of this Indemnification Article "20.02" shall cease and
      be
      of no further effect, upon the Lessee's showing by Phase I environmental audit
      that the leased premises are free of any hazardous substances or pollution
      or,
      if any such are found, Lessee has remedied all violations of Article
      "20".

     

    
 

    
      
        
          
          

        

        
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    20.03.
      Lessor reserves the right at its own expense at times during this Lease or
      any
      extension termination thereof to inspect the leased premises an audit of the
      leased premises which audit discretion, be as extensive and intensive as Lessor
      deems appropriate with respect to compliance with the provisions of this
      Article. A copy of any report, etc. shall be delivered to Lessee. If any
      violation of items of this Article is found, Lessee shall promptly at its own
      expense undertake all necessary and appropriate remedial action and shall
      reimburse Lessor for its actual cost and expenses unless the Lessee can show
      with clear and convincing evidence that, with respect to any pollution or
      contamination then appearing, such pollution and contamination was caused by
      the
      act or omission of a person or persons, natural and/or corporate or other entity
      (having an identification number for Internal Haven Service purposes) other
      than
      the Lessee, its agents, contractors, subcontractors, suppliers, subagents,
      employees, servants, licensees or invitees. In the event any audit, report,
      or
      survey made by Lessor conflicts with such made by Lessee, that of the Lessor
      shall prevail unless Lessee shall establish a convincing rebuttal
      thereof.

     

    20.04.
      Prior to occupancy by Lessee, Lessor shall, at its sole expense, cause to be
      made a Phase I environmental and pollution survey or audit by a duly qualified
      and duly recognized expert in this field. Lessor shall furnish Lessee promptly
      a
      copy of such survey, report, or audit. Lessor further shall correct, remedy,
      and
      satisfy any deficiency, violation, impropriety, or non­compliance with all
      applicable laws, rules and regulations of any governmental authority or
      non-compliance with generally recogiezed and accepted then-current standards
      for
      hazardous waste, management and pollution control.

     

     

    


    
      
        
          
          

        

        
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    Flammable
      Substance & Fire Safety

     

    20.05.
      Lessee agrees to store any "red label" flammable liquids outside the building
      in
      a self-enclosed, fire resistant structure, which shall be built and maintained
      in a first class manner and which meets the State and local fire codes, at
      its
      own expense. Lessee agrees to supply and maintain fire extinguishers throughout
      the building to comply with the same codes.

     

    ARTICLE
      21. DEFAULTS AND REMEDIES

     

    21.01.
      A
      default shall exist in any of the following events: If Lessee shall allow the
      rent to be in arrears more than five (5) days; or if Lessee shall remain in
      violation or breach of any other condition of this Lease for a period of fifteen
      (15) days after written notice from Lessor and does not in good faith commence
      curative action within such time; or should any other person than Lessee secure
      possession of the premises, or any part thereof, by reason of any receivership,
      bankruptcy proceedings, or other operation of law in any manner whatsoever.
      On
      default, Lessor may, at its option, with fifteen (15) days notice to Lessee,
      if
      the default shall remain uncured, terminate this Lease and Lessor may reenter
      and take possession of said premises and remove all persons and property
      therefrom, without being deemed guilty of any manner of trespass, and reset
      the
      premises or any part thereof for all or any part of the remainder of said term
      to a party satisfactory to Lessor and at such monthly rental as Lessor may,
      with
      reasonable diligence, be able to secure. Should Lessor be unable to reset after
      reasonable efforts to do so, or should such monthly rental be less than the
      rental Lessee was obligated to pay under this Lease, or any renewal thereof,
      then Lessee shall pay the amount of such deficiency to Lessor, together with
      the
      expenses of resetting, not to exceed two (2) year's rental, taxes, insurance,
      etc.

     

    
 

    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

     

    21.02.
      It
      is expressly agreed that in the event of default by Lessee as defined in. 21.01
      or in the event of default of Lessee determined by adjudication in Arbitration,
      not remedied or cured within thirty (30) days of the date of the adjudication,
      Lessor shall have, a lien upon all goods, chattels, or personas property of
      any
      description belonging to Lessee which are placed in or become a part of the
      leased premises as security for rent, taxes, insurance, etc. due and to become
      due so that proceeds from the satisfaction of such lien shall not exceed two
      (2)
      year's rent, taxes, insurance, etc.. This lien shall not be in lieu of or in
      any
      way effect the statutory Lessor's lien given by saw, but shall be cumulative
      thereto; and Lessee hereby grants to Lessor, upon default, a security interest
      in all such personas property placed in said leased premises for such purposes,
      subject to any prior perfected security interests This shall not prevent the
      sale by Lessee of any merchandise in the ordinary course of business free of
      such lien. In the event Lessor exercises the option to terminate the leasehold,
      reenter, and reset the premises as provided in the preceding paragraph, then
      Lessor may take possession of all of Lessee's property on the premises and
      sell
      same at public or private sale after giving Lessee and other persons entitled
      thereto, reasonable notice of the time and place of any public sale or of the
      time after which any private sale is to be made, for cash or on credit, or
      for
      such prices and terms as Lessor deems best, with or without having the property
      present at such sale. The proceeds of such sale shall be applied first to the
      necessary and proper expense of removing, storing, and selling such property,
      then to the payment of any prior perfected security interest and then to the
      payment of any rent due or to become due insurance, etc..) With the balance,
      if
      any, to be paid to Lessee.

     

    
 

    
      
        
          
          

        

        
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    21.03.
      All rights and remedies of Lessor under this Lease shall be cumulative, and
      none
      shall exclude any other right or remedy at law. Such rights and. remedies may
      be
      exercised and enforced concurrently and whenever and as often as occasion
      therefor arises. This Lease Agreement shall constitute a security agreement
      under the Uniform Commercial Code of Pennsylvania.

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    Right
      to
      Recovery of Peppession

     

    21.04.
      When this Lease shall be determined by term, covenant or condition broken,
      either during the original term of this Lease or any renewal or extension
      thereof, and also when and as soon as the term hereby created or any extension
      thereof shall have expired, it shall be lawful for any attorney as attorney
      for
      Lessee to file an agreement for entering in any competent Court an action or
      judgment in ejectment against Lessee and all persons claiming under Lessee
      for
      the recovery by Lessor of possession of the here demised premises, for which
      this Lease shall be his sufficient warrant, whereupon, if Lessor so desires,
      a
      writ of possession may issue forthwith, and provided that if for any reason
      after such action shall have been commenced the same shall be determined and
      the
      possession of the premises hereby demised remain in or be restored to Lessee,
      Lessor shall have the right upon any subsequent default or defaults, or upon
      the
      termination of this Lease as hereinbefore set forth, to bring one or more action
      or actions as hereinbefore set forth to recover possession of the said
      premises.

     

     

     

     

     

    


    
      
        
          
          

        

        
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    Right
      to
      Entry of Judgment

     

    21.05.
      In
      any action of ejectment and/or for rent in arrears, Lessor shall first cause
      to
      be filed in such action an affidavit made by it or someone acting for it setting
      forth the facts necessary to authorize the entry of judgment, of which facts
      such affidavit shall be conclusive evidence, and if a true copy of this Lease
      (and of the truth of the copy such affidavit shall be sufficient evidence)
      be
      filed in such action, it shall not be necessary to file the original as a
      warrant of attorney, any rule of Court, custom or practice to the contrary
      notwithstanding.

     

    Waivers
      by Lessee

     

    21.06.
      Lessee waives the right of inquisition on any real estate that may be levied
      upon to collect any amount which may become due under the terms and conditions
      of this Lease, and does hereby voluntarily condemn the lame and authorizes
      the
      Prothonotary to enter a fiery facial or other process upon Lessee's voluntary
      condemnation, and further agrees that the said real estate may be sold on a
      fiery facial or other process. If proceedings shall be commenced by Lessor
      to
      recover possession under the Acts of Assembly, either at the end of the term
      or
      sooner termination of this Lease, or for nonpayment of rent or any other reason,
      Lessee specifically waives the right to the three months' notice required by
      the
      Act of December 14, 1863, and to the fifteen (15) or thirty (30) days' notice
      required by the Act of April 3, 1830, and agrees that five (5) days' notice
      shall be sufficient in either or any such case.

    


    
      
        
          
          

        

        
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    Default
      of Lessor

     

    21.07.
      If
      Lessor defaults in the performance of any term, covenant, or condition required
      to be performed by it under this Agreement, Lessee may elect either one of
      the
      following:

    (a)
      After
      not less than thirty (30) days' written notice to Lessor, which written notice
      is not required if the default constitutes an emergency situation, if Lessor
      does not cure the default or in good faith commence action to cure the default,
      Lessee may remedy such default by any necessary action and in connection with
      such remedy may pay expenses and employ counsel; all reasonable sums expended
      or
      obligations incurred by Lessee in connection therewith shall be paid by Lessor
      to Lessee on demand, and on failure of such reimbursement, Lessee may, in
      addition to any other right or remedy that Lessee may have, deduct the costs
      and
      expenses from rent subsequently becoming due hereunder, together with interest
      thereon at the rate of two percent (2%) per annum above Chase Manhattan Bank's
      Prime Rate from the date of payment by Lessee until paid by Lessor;
      or

    (b)
      If
      the default of Lessor substantially prejudices the use of the leased premises
      by
      Lessee, it may elect to terminate this Agreement on giving at least thirty
      (30)
      days' written notice to Lessor of such intention, thereby terminating this
      Agreement on the date designated in such notice, unless Lessor shall have cured
      such default prior to expiration of such thirty (30) day period, or commenced
      in
      good faith the remedy and cure of such default during such thirty (30) day
      period.

     

    
 

    
      
        
          
          

        

        
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    ARTICLE
      22. INSPECTION BY LESSOR

     

    22.01.
      Lessee shall permit Lessor and his agents to enter into and upon the leased
      premises at all reasonable times for the purpose of inspecting the same for
      the
      purpose of maintaiieng or making repairs or alterations to the building or
      site
      or for purposes of lease or sale inspections or for purposes of assurance that
      Lessee is in compliance with all terms and conditions of the Lease. All entry
      by
      Lessor shall be with Lessee's prior knowledge except in case of an
      emergency.

     

    ARTICLE
      23. ASSIGNMENT OR SUBLEASE

     

    23.01.
      Lessee shall not assign, mortgage or pledge this lease or under-let or sub-lease
      the leased premises, or any part thereof, or permit any other person, firm
      or
      corporation to occupy the leased premises, or any party thereof without the
      Lessor's prior written consent which shall not be unreasonably withheld or
      delayed; nor shall any assignee or sub-Lessee assign, mortgage or pledge this
      lease or such sub-lease without an additional prior written consent by Lessor,
      which shall not be unreasonably withheld or delayed, and without such consent
      no
      such assignment, mortgage or pledged shall be valid.  If the Lessee
      becomes insolvent, or makes an assignment for the benefit of creditors, or
      if a
      petition in bankruptcy is filed by or against the Lessee or a bill in equity
      or
      other proceeding for the appointment of a receiver for the Lessee is filed,
      or
      if the real or personal property of the Lessee shall be sold or levied upon
      by
      any Sheriff, Marshall or Constable, the same shall be a violation of this
      covenant and further constitute a default under this Lease subject to all the
      terms and conditions of Article 21.

     

    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

     

    Assignment
      by Lessor

     

    23.02.
      Lessor is expressly given the right to assign any or all of its interest under
      the terms of this Lease, in which event Lessor's obligation hereunder shall
      terminate. Upon sale of the leased premises by Lessor to a third party, such
      purchaser shall have all the rights and obligations of Lessor and any or all
      of
      its interest under the terms of this Lease.

     

    23.03.
      The right to enforce all of the other, provisions
      of this
      Lease hereinabove provided for may, at that option of any assignee of this
      Lease, be exercised by any assignee of the Lessor's right, title and interest
      in
      this lease in his, her or their own name, notwithstanding the fact that any
      or
      all assignment of the said right, title and interest may not be executed and/or
      witnessed in accordance with the Act of Assembly of May 28, 1716, 1 sm.. 99,
      and
      all supplements and amendments thereto that have been or may hereafter be passed
      and Lessee hereby expressly waives the requirements of said Act of Assembly
      and
      any and all laws regulating the manner and/or form in which such assignment
      shall be executed and witnessed.

     

    


    


    


    
      
        
          
          

        

        
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    ARTICLE
      24. MISCELLANEOUS

    


    Notices
      and Addresses


    


    24.01.
      All notices provided to be given under this Agreement shall be given by
      Certified Mail or Registered Mail or nationally recognized overnight courier
      service, addressed to the proper party, at the following address:

    


    
      	
              Lessor:

            	
              Milford
                Business Centre

            
	 	
              2641
                Township Line Road

            
	 	
              P.O.
                Box 116

            
	 	
              Hatfield,
                PA 19440

            
	 	 
	
              Lessee:

            	
              Metallic
                Ceramic Coatings, Inc

            
	 	
              100
                Ross Road

            
	 	
              King
                of Prussia, PA 19406

            


    

    


    24.02.
      This Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective heirs, executors, admiiestrators, legal
      representatives, successors, and assigns when permitted by this
      Agreement.

    


    
      
        
          
          

        

        
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    Pennsylvania
      Law to Apply

     

    24.03.
      This Agreement shall be construed under and in accordance with the laws of
      the
      Commonwealth of Pennsylvania. The Leased Premises are located in Bucks County,
      Pennsylvaiea. The agreed sites of Lessor is Montgomery County, (a contiguous
      county) Pennsylvania. By express agreement herein, all Court proceedings under
      this Lease may be brought in Montgomery County, Pennsylvania.

     

    Legal
      Construction

     

    24.04.
      In
      case any one or more of the provisions contained in this Lease shall for any
      reason be held to be invalid, illegal, or unenforceable (including violation
      of
      public policy) in any respect, such invalidity, illegality, or unenforceability
      shall not affect any other provision thereof. This Lease shall be construed
      as
      if such invalid, illegal, or unenforceable provision had never been contained
      herein.

     

    Sole
      Agreement of the Parties

     

    24.05.
      This Lease document constitutes the sole and only agreement of the parties
      hereto and supersedes any prior understandings or written or oral agreements
      between the parties, their agents, or representatives respecting the within
      subject matter.

    


    
      
        
          
          

        

        
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    Amendment

     

    24.06.
      No
      amendment, modification, or alteration of the terms hereof shall be binding
      unless the same be in writing, dated subsequent to the date hereof, and duly
      executed by the parties hereto.

     

    Construction

     

    24.07.
      The singular includes the plural. Paragraph headings are for convenience only.
      Reference herein to the term of period of this Lease includes any extension
      or
      renewal thereof.

     

    Waiver
      of
      Default

     

    24.08.
      No
      waiver by the parties hereto of any default or breach of any term, condition,
      or
      covenant of this Lease shall be deemed to be a waiver of any breach of the
      same
      or any other term, condition, or covenant contained herein.

     

    Triplicate
      Originals

     

    24.09.
      This Agreement shall be executed in triplicate each of which shall be deemed
      an
      original and shall have equal legal dignity and status.

     

    24.10.
      Time is of the essence of this Agreement.

     

    


    
      
        
          
          

        

        
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    Conditions
      for Exercise of Options

     

    24.11.
      All options, elections, and the like herein provided in and to Lessee may be
      exercised if and only if the Lessee, at such time, is in good standing under
      the
      Lease.

     

    Amendment

     

    24.12.
      The parties, of course, appreciate that any of the provisions of this Agreement,
      including most particularly those provisions relating to time, may be amended,
      modified, or altered, either by extension or decrease or otherwise, by express
      written agreement signed by both parties.

     

    ARTICLE
      25. REAL ESTATE BOOKISH

     

    25.01.
      It
      is acknowledged that Steve Carrot, Markward Group, 1537 North Broad Street,
      Lansdale, 19446 is the broker who procured this Lease Agreement and is to be
      paid a commission by Campanile International.

     

    25.02.
      As
      required by the Pennsylvania Real Estate and Registration Act, Lessor and Lessee
      acknowledge notice of the following: (a) the Pennsylvania legislature has
      established a real estate recovery fund whose purpose is to compensate persons
      who obtain a judgment because of fraud, misrepresentation or deceit of any
      agent. For further information call 717-783-3658; (b) Agent's fee and the
      expiration date of a listing agreement, if any, are negotiable; and (c) the
      broker is the agent of the Lessor, not the Lessee Lessee acknowledges that
      it
      has not relied on any representations of the above-referenced
      Broker.

    


    
      
        
          
          

        

        
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    ARTICLE
      26. LESSEE'S FIRST
      OPTION TO RENEW

     

    26.01.
      Provided Lessee is not in default of any of the terms of this Lease, Lessee
      may
      extend this Lease for an additional three (3) year term (from February 1, 2010)
      subject to the following terms and conditions set forth hereafter.

     

    26.02.
      The annual rent for the first option will be computed as follows:

    CPI
      Index
      for all urban consumers in the Philadelphia (Pennsylvaiea) area from the Index
      base of October, 2009, divided by the Index base of October, 2006, expressed
      as
      a percentage; multiplied by $46,740.00.

     

    26.03.
      A
      minimum two (2%) percent per year increase and maximum four (4%) shall apply
      for
      each preceding lease year, notwithstanding the CPI Index. For example, if the
      preceding term was three years, the minimum increase shall be six (6%) percent
      and the maximum increase shall be twelve (120).

     

    26.04.
      Where the Consumer Price Index information is not available on the monthly
      rent
      due date because this figure has not yet been released for such monthly period,
      then an appropriate adjustment up or down will be made to the applicable minimum
      rent commencing with the availability of this information. The Lessee, however,
      shall pay the minimum monthly rental for the previous month. If the Consumer
      Price Index is discontinued, a similar index shall be used to make the
      adjustments accordingly.

    


    
      
        
          
          

        

        
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    26.05.
      This Option to Renew shall be exercised by Lessee only upon a written notice
      a
      minimum of nine (9) months prior (i.e.. not later than May 1, 2009) to the
      expiration of the base term scheduled to terminate January 30,
      2010.

     

    ARTICLE
      27. FURTHER OPTIONS TO RENEW

     

    27.01.
      Lessee may continue to renew on the same basis as defined in Article 26
      hereinabove.

     

    27.02.
      Lessee shall exercise this further option by registered or certified mail,
      return receipt requested, at least nine (9) months prior to the expiration
      date
      of the then current term.

    Anything
      contained in this Lease to the contrary notwithstanding, in the event Lessee
      shall not exercise any option to renew, then this Lease shall terminate
      absolutely and without further notice from either party on the expiration date
      of the Lease. However, in the event Lessee shall holdover by continuing to
      occupy the demised premises for any period of time after the expiration date
      of
      the Lease, the Lessor, at Lessor's sole option may, by written notice to Lessee
      within fifteen (15) days after the lease expiration, extend this Lease under
      the
      same terms and conditions as set forth above for a minimum period of one
      additional year.

     

    
 

    
      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      28. FURTHER CONDITIONS

     

    28.01.
      Lessor shall have the right at any time or times and from time to time make
      such
      rules and regulations as in its judgment may from time to time be necessary
      for
      the safety, care and cleanliness of the premises, and for the preservation
      of
      good order therein. Such rules and regulations shall, when notice thereof is
      given to Lessee, form a part of this Lease.

     

    28.02.
      Lessor shall have the right to display a "For Sale" sign at any time prior
      to
      the expiration of this Lease or a "For Rent" sign, or both be placed upon such
      part of the premises as Lessors may elect and may contain such matter as Lessor
      shall require. Prospective purchasers or tenants authorized by Lessor may
      inspect the premises at reasonable hours at any time. If, however, Lessee
      prohibits or refuses to permit Lessor or its agents or any prospective
      purchasers or tenants authorized by Lessor to inspect the demised premises
      as
      hereinabove mentioned, in that event Lessee shall be held responsible for any
      lepp of rent that may be incurred by Lessor, particularly by reason of the
      fact
      that Lessee shall have prohibited Lessor or its agents, prospective purchasers
      or tenants from inspecting the herein demised premises as hereinabove set
      forth.

     

    


    
      
        
          
          

        

        
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    Estoppel
      Certificate

     

    28.03.
      Lessee agrees at any time and from time to time, within five (5) days after
      Lessor's written request, to execute, acknowledge and deliver to Lessor a
      written instrument in recordable form certifying that this Lease Agreement
      is
      unmodified and in full force and effect (or if there have been modifications,
      that it is in full force and effect as modified and stating the modifications),
      the expiration date and the dates to which rent, additional rent and other
      charges have been paid in advance, if any, security deposit, if any, and stating
      whether or not to the best knowledge of the signer of such certificate Lessor
      is
      in default in the performance of any covenant, agreement or condition contained
      in this Lease Agreement and, if so, specifying each such default of which signer
      may have knowledge, it being intended that any such statement delivered pursuant
      to this clause may be relied upon by any prospective purchaser of the fee or
      any
      mortgage thereof or any assignee of Lessor's interest in this Lease Agreement
      or
      of any mortgage upon the fee of the Premises, or any part thereof.

     

     

     

     

     

    
 

    
      
        
          
          

        

        
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    ARTICLE
      29. REPRESENTATIONS OF LESSEE

     

    29.01.
      Lessee represents that it is current and in compliance with all requirements
      of
      all tax authorities, Federal, State, County and Local. There is no outstanding
      action or proposed action, judicial or administrative, of which Lessee has
      notice, formal or informal, by any such tax authorities against Lessee with
      respect to prior or present taxes or returns or filings of Lessee. Lessee shall
      provide to Lessor on an annual basis, income and balance sheet statements within
      4 months of the close of its fiscal year, prepared by a Certified Public
      Accountant.

     

    29.02.
      Lessee further represents that there are no actions, judicial or administrative,
      filed, threatened or proposed against Lessee by any vendor or purchaser relating
      to its personal practices in general or in any specific act of personnel in
      particular.

     

    IN
      WITNESS WHEREOF, and intending to be legally bound the Lessor and Lessee have
      executed this Agreement.

    


    
      	 	
              LESSOR:
                MILFORD
                BUSINESS CENTRE

            
	 	 	 
	 	 	 
	 	
            	
            
	
              Witness: 

            	
              By:

            	
              /s/Dennis
                R.
                Schlosser                    
                 (SEAL)

            
	/s/                                      	 	
              Dennis
                R. Schlosser, President

            
	 	 	
              Dennis
                R. Schlosser, Inc.

            
	 	 	
              General
                Partner

            
	 	 	 
	 	
              LESSEE: 

            
	 	
              
                METALLIC
                  CERAMIC COATINGS, INC.

              

            
	 	 	 
	 	 	 
	 	 	 
	
              Attest:

            	
              By:

            	
              /s/Michael
                Novakovic (SEAL)

            
	/s/                                      	 	
              Michael
                Novakovic, President

            


    

     

     

     

    
 

    
      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

    

     

    COMMONWEALTH
      OF PENNSYLVANIA: 

     

     SS:

     

    COUNTY
      OF
      MONTGOMERY                   
:

     

    On
      the
      17TH day of
      January, 2007, before me, a Notary Public, the undersigned officer, personally
      appeared DENNIS R. SCHLOSSER, President of Dennis R. Schlosser, Inc., General
      Partner of MILFORD BUSINESS CENTRE, known to me (or satisfactorily proven)
      to be
      the person whose name is subscribed to the within instrument and acknowledged
      that he executed the same for the purposes therein contained, and desired the
      same might be recorded as such.

     

     

    IN
      WITNESS WHEREOF, I hereunto set my hand and official seal.

     

     

    
      	 	
              /s/Diane
                J.
                Moyer              
                

            
	 	
              Notary
                Pulbic

            


    

    


    
      	 	
              NOTRIAL
                SEAL 
                DIANE
                  J MOVER 
                  Notary
                    pubic 
                    HATFIELD
                      TWRMONTGOMERY COUNTY 
                      My
                        Commission Expires May
                        3,2008

                    

                  

                

              

            	 


    

     

     

    
 

    


    
      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

    

     

    COMMONWEALTH
      OF PENNSYLVANIA:

                                ss:

    COUNTY
      OF
      MONTGOMERY        :

     

    On
      the
      day                   of           ,
      2007, before me, a Notary Public, in and for the Commonwealth of Pennsylvania,
      the undersigned officer, personally appeared Michael Novakovic, known to me
      (or
      satisfactorily proven) to be the person whose name is subscribed to the within
      instrument and acknowledged that he executed the same for the purposes therein
      contained, and desired the same might be recorded as such.

    


    IN
      WITNESS WHEREOF, I hereunto set my hand and official seal.

    


    
      	 	
              Notary
                Public

            


    

    


     

     

     

     

    
 

     

    52