ncoatsb2a1ex10-13.htm


    
      

      

    

    
      Exhibit
        10.13

       

    

    
      INDUSTRIAL
        LEASE

      


      THIS
        LEASE AGREEMENT, is made and entered into this 15th
        day of
October , 2005, by and between Ralf LLC , an Oklahoma
        Limited Liability Company, hereinafter called "LESSOR" and High Performance
        Coatings, Inc. , hereinafter called "LESSEE". For and in consideration of
        the covenants and agreements herein provided, LESSOR does hereby lease to
        LESSEE
        certain real property situated in Oklahoma County, State of Oklahoma, which
        contains approximately 5,000 square feet and is described as 412 N.
        Glade, OKC, OK 73127.

       

      1.
        TERM: This lease shall be for a term of Month to Month beginning
        on October 15 , 2005 , LESSEE shall give LESSOR 60 days notice of
        vacation of premises.

      


      2.
        RENT: LESSEE agrees to pay LESSOR as rental for above described
        property OneThousand Two Hundred Fifty Dollars ($1,250.00 )
        on or before the 15th day of each month during the term of this lease,
        payable to LESSOR at the above address or such other place as LESSOR may
        designate.

      


      LATE
        CHARGE: A late charge equal to ten percent (10%) of the monthly rental payment
        shall be assessed on any such payment made after the 10th day after
        said
        payment is due. Late charges shall be considered an additional rental and
        if not
        paid as required, shall constitute a default by LESSEE. All NSF checks will
        be
        charged a $25.00 fee.

      


      3.
        DEPOSIT: The LESSEE has this day deposited with LESSOR, in addition to
        the first month's rent as set forth above, the sum of no Dollars ($
0.00), which represents the last month's rent and One Thousand Two
        Hundred Fifty Dollars ($1,250.00) Dollars represents a security
        deposit for the full and faithful performance by LESSEE of all the terms
        and
        conditions upon the LESSEE'S part to be performed. The LESSEE shall not be
        entitled to any interest on the aforesaid security deposit. Any default or
        breach of any of the covenants or conditions of this lease by the LESSEE
        shall
        forfeit the above deposit to the LESSOR.

      


      4.
        USE: LESSEE agrees to take good care of premises and not use
        them for any purpose other than Storage Warehouse including, but not limited
        to, receiving, storageof goods in process and finished goods, shipping,
        and light manufacturing. LESSEE agrees to require all employees to park in
        parking areas provided by LESSOR in order that parking spaces most convenient
        for customers will be available at all times.

      


      5.
        LESSEE MAINTENANCE: LESSEE shall maintain in good order, condition, and
        repair the interior of the Premises, including all heating and air conditioning
        equipment, and electrical and lighting facilities, and plumbing and sprinkler
        systems installed in the Premises, and shall replace all broken glass, including
        plate glass and exterior show windows, and repair any broken doors unless
        such
        maintenance or repair is caused in whole or in part by the neglect, fault,
        or
        omission of LESSEE, its agents, employees or invitees, in which event LESSOR
        shall pay to LESSEE the cost of such maintenance and repair. LESSEE shall
        make
        all other repairs, whether of a like or different nature, including damages
        caused by unauthorized breaking and entering, except those which LESSOR is
        specifically obligated to make.

      



      
        
          
          

        

        
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      In
        the
        event LESSEE fails to maintain the Premises in good order, condition, and
        repair, LESSOR shall give LESSEE notice to do such acts as are reasonably
        required so to maintain the Premises. In the event LESSEE fails promptly
        to
        commence such work or diligently prosecute the same to completion, LESSOR
        may
        but is not obligated to do such acts and expend such funds at the expense
        of the
        LESSEE as are reasonably required to perform such work. Any amount so expended
        by LESSOR shall be paid by LESSEE promptly after demand, with interest at
        eighteen percent (18%) per annum from the date of such work. LESSOR shall
        have
        no liability to LESSEE for any damage, inconvenience or intereference with
        the
        use of the Premises by LESSEE as a result of performing any such work or
        by
        reason of undertaking the repairs.

      


      LESSEE
        shall be required to maintain landscaping and mow any grass area, keeping
        the
        parking lot, sidewalks and driveways free of debris and provide rat-proof
        refuse
        recep­tacles. If Premises are part of a larger complex, LESSOR may perform
        the specified maintenance and LESSEE shall reimburse LESSOR for its pro-rata
        share of said expense.

      


      Upon
        the
        expiration or earlier termination of this Lease, LESSEE shall surrender the
        Premises in good condition, ordinary wear and tear and damage by causes beyond
        the reasonable control of LESSEE only excepted. LESSEE shall indemnify LESSOR
        against any loss or liability resulting from delay by LESSEE in so surrendering
        the Premises, including without limitation any claims made by any succeeding
        LESSEE founded on such delay.

      


      6.
        LESSOR MAINTENANCE LESSOR shall repair and maintain the structural
        portion of the Premises, including exterior walls and roof, unless such
        maintenance or repair is caused in whole or in part by the neglect, fault,
        or
        omission of LESSEE, its agents, employees or invitees, or by unauthorized
        breaking and entering, in which event LESSEE shall pay to LESSOR the cost
        of
        such maintenance and repair. LESSOR shall have no obligation to repair until
        a
        reasonable time after the receipt by LESSOR of written notice of the need
        for
        repairs. Provided such repairs are undertaken in a reasonable time and manner,
        and unless otherwise specifically provided in this Lease, there shall be
        no
        abatement of rent and no liability of LESSOR by reason of any injury to or
        interference with LESSEE'S business arising from the making of any repairs,
        alterations or improvements in or to any portion of the Premises, or parking
        lot.

      


      7.
        ALTERATION: LESSEE shall not erect or place any signs or
        advertising on or visible from the exterior of the premises, nor alter the
        exterior or make any alterations or additions to the Premises without LESSOR'S
        prior written consent, which consent shall not be unreasonably withheld.
        All
        alterations, additions and improvements made by LESSEE to or upon the Premises,
        except furniture and fixtures, shall at once when made or installed be deemed
        to
        have been attached to the freehold and to have become the property of LESSOR;
        provided, however, the LESSOR shall have the right in the course of its written
        consent to determine that any such addition, improvement, fixtures, trade
        fixtures and installations to be undertaken by LESSEE shall be removed at
        the
        termination of this Lease. In the event any such work has been so identified,
        the LESSEE shall promptly remove the additions, improvements, fixtures, trade
        fixtures and installations which were placed in the Premises by LESSEE and
        which
        are designated in said notice, and shall repair any damage occasioned by
        such
        removal; and in default thereof LESSOR may effect said removal and repairs
        at
        LESSEE'S expense.

      



      
        
          
          

        

        
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      Any
        improvements, alterations, repairs, or maintenance will be performed in a
        workmanlike manner by qualified and licensed firms. LESSEE further agrees
        not to
        allow any liens for non-payment to be placed on subject property; if any
        liens
        do appear, LESSEE agrees to deposit sufficient funds with LESSOR to satisfy
        said
        lien or judgment.

      


      8.
        POSSESSION: LESSOR warrants that it has good title to the Premises;
        that it will, at the beginning of the term hereof, deliver possession to
        LESSEE
        in good condition, free of all other tenancies, which condition will comply
        with
        all laws and ordinances applicable to the Premises and their intended use.
        Each
        party hereto affirms and states it has full right and authority to enter
        into
        this lease agreement.

      


      9.
        TAXES: During the term of this Lease, LESSOR shall pay and discharge
        all ad valorem, special assessment, or other taxes levied or assessed against
        the leased premises, or any part thereof. LESSEE shall pay all such taxes
        assessed against personal property of LESSEE located on the leased premises.
        However, if ad valorem taxes are increased after first year of LESSEE'S
        occupancy, LESSEE agrees to pay their pro-rata share of said increase based
        on
        the relationship of LESSEE'S space to total area of building.

      


      10.
        COMMENCEMENT: Notwithstanding said commencement date, if for any reason
        LESSOR cannot deliver possession of the Premises to LESSEE on said date,
        LESSOR
        shall not be subject to any liability therefore, nor shall such failure affect
        the validity of the Lease or the obligations of LESSEE hereunder or extend
        the
        term hereof, but in such case LESSEE shall not be obligated to pay rent until
        possession of the Premises is tendered to LESSEE; provided, however, that
        if
        LESSOR shall not have delivered possession of the Premises within sixty (60)
        days from said commencement date, LESSEE may, at LESSEE'S option, by notice
        in
        writing to LESSOR within ten (10) days thereafter, cancel this Lease, in
        which
        event the parties shall be discharged from all obligations hereunder. If
        LESSEE
        occupies the Premises prior to said commencement date, such occupancy shall
        be
        subject to all provisions here, such occupancy shall not advance the termination
        date, and LESSEE shall pay rent for such period at the initial monthly rate
        set
        forth.

      


      11.
        SUBLEASE: The LESSEE shall not assign or transfer this Lease or any
        interest therein nor sublet said premises or any part thereof without the
        written consent of the LESSOR, but such consent shall not be unreasonably
        withheld; nor shall this Lease be assignable or transferable by operation
        of law
        or by any process or proceeding of any Court, or otherwise without the written
        consent of the LESSOR.

      


       


      
        
          
          

        

        
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      12.
        LESSEE'S PRIVATE AREA: The square footage computed by LESSOR is
        enclosed within a perimeter line consisting of the outer wall or glass line
        of
        the building and the midpoint of the common walls separating the LESSEE'S
        private area from common area of other tenants of the Building.

      


      13.
        SUBORDINATION: This Lease and all rights of the LESSEE hereunder at the
        option of the LESSOR will be subject and subordinate to all encumbrances.
        LESSEE
        agrees to execute and deliver to LESSOR from time to time within ten (10)
        days
        after written request by LESSOR all instruments which might be required by
        LESSOR to confirm such subordination. Notwithstanding the foregoing provisions,
        LESSEE agrees that any Mortgages will have the right at any time to subordinate
        any rights of such Mortgages to the rights of the LESSEE under this Lease
        on
        such terms and subject to such conditions as such Mortgagee deems appropriate
        in
        such Mortgagee's absolute discretion.

      


      14.
        INSOLVENCY: In the event of attempted assignment of this Lease to
        creditors, or the institution of bankruptcy, corporate reorganization, trustee
        or receivership proceedings involving LESSEE, such acts shall forthwith and
        of
        themselves cancel and void this Lease, and possession of the Premises shall
        immediately pass to LESSOR, at its option. If LESSOR exercises its option
        to
        recover possession of the Premises upon the occurrence of one of such events,
        it
        shall not be held to have waived its cause of action against LESSEE for its
        failure to perform fully the terms of this Lease prior to such
        event.

      


      15.
        SALE BY LESSOR: In the event LESSOR transfers its interest in the
        building, LESSOR will thereby be released from any further obligation hereunder
        and LESSEE agrees to look solely to the transferee for the performance of
        such
        obligations. The agreement of LESSEE to attorn to the designee of the LESSOR
        will survive any termination of rights of the LESSOR in the building and
        the
        LESSEE agrees to execute and deliver to the designee of the LESSOR from time
        to
        time within ten (10) days after written request therefore all instruments
        which
        might be required by the LESSOR to confirm such attornment..

      


      16.
        MUTUAL INDEMNITY: LESSEE agrees to carry public liability insurance
        covering the Premises and the business conducted therein, which insurance
        shall
        be in an amount not less than $100,000.00 each person and $300,000.00 each
        occurrence. Such policies shall be for the benefit of LESSOR and LESSEE as
        their
        interests may appear, and LESSEE shall furnish LESSOR a certificate of said
        insurance. LESSEE further agrees to indemnify LESSOR from any and all damages
        to
        the contents of any portion of the building herein leased, and from any action,
        claim or injuries arising from the maintenance, operation or use by LESSEE,
        its
        employees, customers or invitees of the Premises by any person, or for any
        condition existing on said Premises under the control of LESSEE or which
        condition is the responsibility of LESSEE. In any suit or action for damages
        arising from alleged negligence of LESSEE in which LESSOR is included as
        a
        defendant, LESSEE will assume all the burdens, costs and expenses of the
        defense
        thereof, including attorney's fees, and the cost of settlement or judgment
        obtained against LESSOR by reason thereof.

      



      
        
          
          

        

        
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      LESSOR
        agrees to carry public liability insurance covering the exterior portions
        of the
        Premises and access thereto, which insurance shall be in an amount not less
        than
        $100,000.00 each person and $300,000.00 each occurrence. Such policies shall
        be
        for the benefit of LESSOR and LESSEE as their interests may appear, and LESSOR
        shall furnish LESSEE a certificate of said insurance. LESSOR further agrees
        to
        indemnify LESSEE from any and all damages from any action, claim or injuries
        arising from the maintenance, operation, maintenance or use by LESSOR, its
        employees, customers or invitees of the exterior portions of the Premises
        and
        access thereto by any person, or for any condition existing on said areas
        under
        the control of LESSOR or which condition is the responsibility of LESSOR.
        In any
        suit or action for damages arising from alleged negligence of LESSOR in which
        LESSEE is included as a defendant, LESSOR will assume all the burdens, costs
        and
        expenses of the defense thereof, including attorney's fees, and the cost
        of
        settlement or judgment obtained against LESSEE by reason thereof.

      


      17.
        DESTRUCTION: In the event said Premises are damaged, partially
        destroyed or rendered partially unfit for their accustomed uses by fire,
        tornado, or any other casualty, LESSOR shall, at its expense, promptly restore
        the Premises to substantially the condition in which they were immediately
        prior
        to such casualty. From the date of such casualty until said Premises are
        restored, rent shall abate in such proportion as the part of said Premises
        thus
        destroyed or rendered unfit bears to the total Premises. In the event the
        Premises are totally destroyed or rendered wholly unfit for their accustomed
        uses by any casualty, LESSOR may, at its option, elect to restore said premises
        at its expense to substantially the condition they were in prior to such
        casualty. If LESSOR does not commence such restoration within three (3) months
        after such casualty, this Lease shall terminate and LESSEE shall be liable
        for
        rent only to the time of such casualty. The Premises shall be deemed totally
        destroyed if the cost of restoration exceeds 50% of the fair market value
        of the
        improvements theron prior to such casualty. LESSEE shall receive pro-rata
        refund
        of any sum paid in advance for the period during which the Premises are unfit
        for use.

      


      18.
        DEFAULT: If LESSEE vacates or abandons said Premises or defaults in the
        payment of the rent reserved or any installment thereof, or breaches any
        of the
        covenants herein, and if such default or breach continues for ten (10) days
        after written notice thereof, LESSOR may, at its option, terminate this Lease
        or
        without such termination enter said Premises, remove LESSEE'S property
        therefrom, and re-let the same for the account of LESSEE for such rent and
        upon
        such terms as may be satisfactory to LESSOR, without such re-entry working
        a
        forfeiture of past or future rents to be paid or the covenants to be performed
        by LESSEE during the full term hereof. In any event, LESSEE shall pay any
        rent
        deficiency, each month thereafter, during the balance of the term
        hereof.

      


      



      
        
          
          

        

        
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      19.
        LIEN: All property of LESSEE, in or upon said Premises, whether or not
        exempt from execution, shall be subject to a lien for payment of the rent
        reserved and for any damages arising from any breach by LESSEE of any of
        the
        covenants herein. If default is made in the payment of any installment of
        the
        rent, or any part thereof, and if such default continues for ten (10) days
        after
        written notice thereof to LESSEE, LESSOR may take possession of said property
        of
        LESSEE, or any pert thereof, and sell it at public or private sale, with
        or
        without auction, to the highest bidder for cash, and apply the proceeds of
        said
        sale first toward the cost of sale and then toward said debt or damages,
        any
        remainder to be paid to LESSEE. In the event it becomes necessary for LESSOR
        to
        take legal action for the enforcement of any obligation imposed upon LESSEE
        by
        this Lease, LESSEE will bear all of the costs and expenses of said action,
        including reasonable attorney's fees.

      


      20.
        WAIVER AND NOTICE: Any assent, expressed or implied, by LESSOR to any
        breach of any covenant or condition herein shall operate as such only in
        the
        specific instance and shall not be an assent or waiver thereof generally
        or of
        any subsequent breach thereof. The various rights, powers, elections and
        remedies of LESSOR contained herein are cumulative, and no one of them shall
        be
        exclusive of others or of any allowed by law. No right shall be exhausted
        by
        being exercised on one or more occasions. Time is of the essence hereof.
        Where
        provision is made herein for notice of any kind, it shall be deemed sufficient,
        if such notice is to LESSEE, if addressed to LESSEE at the leased Premises;
        and
        if to LESSOR, if addressed to LESSOR at the address shown in Lease. Such
        notice
        shall be given by registered mail with postage prepaid. The provisions contained
        herein, including any additional provisions, are the complete terms of the
        Lease, and no alterations or modifications of said terms shall be binding
        unless
        signed by both parties.

      


      21.
        SUITABILITY: LESSEE acknowledges that neither LESSOR nor any agent of
        LESSOR has made any representation or warranty with respect to the Premises
        or
        the suitability of the Premises for the conduct of LESSEE'S business, nor
        has
        LESSOR agreed to undertake any modification, alteration or improvement to
        the
        Premises except as provided in this Lease. The taking of possession of the
        Premises by LESSEE shall conclusively establish that the Premises were at
        such
        time in satisfactory condition unless within fifteen (15) days after such
        date
        LESSEE shall give LESSOR written notice specifying in reasonable detail the
        respects in which the Premises or the building were not in satisfactory
        condition. By execution hereto, LESSEE AND LESSOR acknowledge that they have
        inves-tigated all representation of agents, and as such agents shall be relieved
        of all liability for future claims.

      


      22.
        PROHIBITED USES: LESSEE shall not use said Premises for any use other
        than that which is specified in this Lease, and shall not permit them to
        be
        used, for any other purposes, without first obtaining the written consent
        of
        LESSOR, which consent shall not be unreasonably withheld. LESSEE shall promptly
        and continuously comply with all laws, orders, and regulations of the State,
        County, and City affecting the use, occupation, safety, and cleanliness of
        the
        said Premises and the equipment of LESSEE.

      


      LESSEE
        may not display or sell items or allow carts, portable signs, devices or
        any
        other objects to be stored or to remain outside the defined exterior walls
        and
        permanent doorways of the Premises. LESSEE further agrees not to install
        any
        exterior lighting, amplifiers or similar devices or use in or about the
        Premises, nor any advertising medium which may be heard or seen outside the
        Premises, such as flashing lights, searchlights, loudspeakers, phonographs,
        or
        radio broadcasts.

      



      
        
          
          

        

        
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      LESSEE
        shall not do or permit anything to be done in or about the Premises nor bring
        in
        or keep anything therein which will in any way increase the existing rate
        or
        affect any fire or other insurance upon the Premises or any building of which
        the Premises may be a part or any of its contents, nor shall LESSEE sell
        or
        permit any articles to be kept, used or sold in or about the Premises, which
        may
        be prohibited by a standard form policy of fire insurance. If LESSOR'S insurance
        premium is increased as a result of LESSEE'S business operation, LESSEE agrees
        to pay said increase.

      


      In
        the
        event the Premises represent a section of a larger building, LESSEE shall
        not do
        or permit anything to be done in or about the Premises which will in any
        way
        obstruct or interfere with the rights of other tenants or occupants of the
        building of which the Premises may be a part, or injure or annoy them, or
        use or
        allow the Premises to be used for any unlawful or objectionable purpose,
        nor
        shall LESSEE cause, maintain or permit any nuisance in, or on, or about the
        Premises. LESSEE shall not commit or allow to be committed any waste in or
        upon
        the Premises. LESSEE shall keep the Premises in a clean and wholesome condition,
        free of any reasonably objectionable noises, odors, or nuisances beyond its
        contemplated uses set forth herein.

      


      23.
        TERMINATION: LESSOR may show the Premises to prospective Lessees at any
        reasonable hour during the last sixty (60) days of the term hereof. LESSEE
        agrees that it will without notice, deliver possession of said Premises to
        LESSOR upon the termination of the Lease.

      


      24.
        WAIVER OF SUBROGATION: LESSOR releases and discharges LESSEE from all
        liability which may arise out of the loss or destruction by fire or other
        casualty of the leased Premises caused by the act of omission of LESSEE or
        its
        agents. LESSEE releases and discharges LESSOR from all liability which may
        arise
        out of the loss or destruction by fire or other casualty of any property
        of
        LESSEE which may be located upon the Premises, caused by the act or omission
        of
        LESSOR or its agents. Each of the parties agrees to give notice of this
        provision to all companies which issue a policy of fire insurance upon the
        Premises, fixtures or contents.

      


      25.
        CONDEMNATION: If during the term of this lease more than forty percent
        (40%) of the parking lot and/or building should be taken by eminent domain
        or
        condemnation for public or quasi-public use, or by private purchase in lieu
        thereof, this Lease shall terminate upon the election of either party by
        giving
        written notice to the other party within sixty (60) days after the taking
        of
        possession by the condemning authority. All funds derived from the condemnation
        proceeding shall be paid direct to LESSOR, and LESSEE hereby assigns its
        interest in any such award to LESSOR; provided however, LESSOR shall have
        no
        interest in any such award made to LESSEE for loss of business, fixtures,
        or
        moving, if such a separate award is made to LESSEE.

       

      



      
        
          
          

        

        
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      26.
        DAMAGE TO PROPERTY: LESSEE shall bear all risks of damage to the
        equipment, fixtures, furnishings, inventory, and supplies located on and
        situated in said leased Premises and shall maintain adequate insurance thereof
        for his own protection and as a result thereof LESSOR is relieved absolutely
        of
        any liability thereof, including but not limited to, damages to any such
        property caused by gas, water, smoke, rain or snow, which may leak into,
        issue
        or form from any part of said building of which the leased Premises are a
        part,
        or from pipes or plumbing work of said buildings, or from any other place,
        unless such damages are the direct result of LESSOR's negligence in performing
        its duties hereunder.

      


      27.INTEREST
        ON PAST DUE OBLIGATION: Except as expressly herein provided, any amount
        not paid to LESSOR when due shall bear interest at eighteen percent (18%)
        per
        annum from the due date. Payment of such interest shall not excuse or cure any
        default by LESSEE under this Lease.

      


      28.
        CORPORATE AUTHORITY: If LESSEE is a corporation, each individual
        executing this Lease on behalf of said corporation represents and warrants
        that
        they are duly authorized to execute and deliver this Lease on behalf of said
        corporation in accordance with the By-Laws of said corporation, and that
        this
        Lease is binding upon said corporation in accordance with its
        terms.

      


      29.
        INABILITY TO PERFORM: If either party hereto shall be delayed or
        prevented from the performance of any act required hereunder by reason of
        strike, labor trouble, acts of God or any other cause beyond the reasonable
        control of such party (financial inability excepted), and such party is
        otherwise without fault, then performance of such act shall be excused for
        the
        period of the delay, provided that the foregoing shall not excuse LESSEE
        from
        the prompt payment of any rental or other charge required of LESSEE hereunder
        unless otherwise specifically so stated in this Lease.

      


      30.
        BINDING EFFECT: The covenants, terms, conditions, and agreements herein
        contained shall extend to and be binding upon the respective heirs, trustees,
        successors, executors, administrators, and assigns of the parties.

      


      31.
        COMPLETE AGREEMENT: The covenants and conditions herein contained,
        together with any exhibits and addendums attached, are the full and complete
        terms of this Lease Agreement, and no alterations, amendments, or modifications
        of the same shall be binding, unless first reduced to writing and signed
        by both
        parties.

      


      32.
        EXAMINATION: The submission of this Lease for examination does not
        constitute reservation of or option for the Premises, and this Lease becomes
        effective as a Lease only upon execution and delivery thereof by LESSOR and
        LESSEE.

      



      
        
          
          

        

        
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      33.
        UTILITIES: LESSEE agrees to pay for all water, gas, power and electric
        current and all other utilities supplied to the Premises. If any utilities
        are
        not separately metered, then the rates charged to LESSEE shall not exceed
        those
        of the local public utility company if its services were furnished directly
        to
        LESSEE, and shall not be less than its pro-rata share of any jointly metered
        service as reasonably determined by LESSOR. LESSOR shall not be liable in
        damages or otherwise for any failure or interruption of any utility service
        being furnished to the Premises, and as such failure or interruption shall
        not
        entitle LESSEE to terminate this Lease.

      


      34.
        COMMON AREA: If LESSEE'S space is part of a larger complex, LESSEE
        shall reimburse the LESSOR for the LESSEE'S pro-rata share of the LESSOR'S
        cost
        and expenses incurred in the previous month for water and labor for the common
        area, the parking area, and adjoining streets for keeping the same clean,
        free
        from ice and snow, and sanitation; striping the parking area; policing; and
        electricity, bulbs, tubes and electricity for lighting the said area and
        streets. LESSEE'S pro-rata share of such cost and expenses shall be computed
        in
        the same proportion to the total of _______________________ and the improvements
        and equipment installed by LESSEE such as expense as to the square footage
        in
        LESSEE'S premises bears to the total square footage of the building's
        area.

      


      35.
        UTILITY BILLING: It shall be LESSEE'S responsibility to transfer all
        utilities including water, gas, and electricity into LESSEE'S name for billing
        purposes. Should LESSEE allow any of the above mentioned utilities to be
        turned
        off for lack of payment this lease shall immediately be considered in default
        and therefore terminated.

      


      36.
        ABANDONED PERSONAL PROPERTY: Any personal property of the LESSEE or of
        any sub-tenant or occupant which shall remain in the Premises after the
        expiration or termination of the Lease and the removal of the LESSEE from
        the
        Premises shall be deemed to have been abandoned by the LESSEE and either
        may be
        retained by the LESSOR as its property or may be disposed of in such manner
        as
        the LESSOR sees fit. If such personal property or any part thereof shall
        be
        sold, the LESSOR may receive and retain the proceeds of such sale and apply
        the
        same, at its option, against the expense of the sale, the cost of moving
        and
        storage, any arrears of rent or additional rent payable hereunder and any
        damages to which LESSOR may be entitled by law.

      


      



      
        
          
          

        

        
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      37.
        HAZARDOUS WASTE - The term "Hazardous Materials", as used in this Lease
        shall mean pollutants, contaminants, toxic or hazardous wastes, or any other
        substances, the use and/or the removal of which is required or the use of
        which
        is restricted, prohibited or penalized by an "Environmental Law", which term
        shall mean any federal, state or local law, ordinance or other statute of
        a
        governmental or quasi-governmental authority relating to pollution or protection
        of the environment. Tenant hereby agrees that (i) no activity will be conducted
        on the premises that will produce any Hazardous Materials, except for such
        activities that are part of the ordinary course for Tenant's business activities
        (the "Permitted Activities") provided said Permitted Activities are conducted
        in
        accordance with all Environmental Laws and have been approved in advance
        in
        writing by Landlord; Tenant shall be responsible for obtaining any required
        permits and paying any fees and providing any testing required by any
        governmental agency; (ii) the premises will not be used in any manner for
        the
        storage of any Hazardous Materials except for the storage of such materials
        that
        are used in the ordinary course of Tenant's business ("Permitted Materials")
        provided such Permitted Materials are properly stored in a manner and location
        meeting all Environmental Laws and approved in advance in writing by Landlord;
        Tenant shall be responsible for obtaining any required permits and paying
        any
        fees and providing any testing required by any governmental agency; (iii)
        no
        portion of the premises will be used as a landfill or a dump; (iv) Tenant
        will
        not install any underground tanks of any type; (v) Tenant will not allow
        any
        surface or subsurface conditions to exist or come into existence as a result
        of
        Tenant's actions or the conduct of Tenant's business on the Leased Premises
        that
        constitute or with the passage of time may constitute a public or private
        nuisance; (vi) Tenant will not permit any Hazardous Materials to be brought
        onto
        the premises, except for the Permitted Materials described below, or hereafter
        approved in writing by Landlord and if so brought or found located thereon,
        the
        same shall be immediately removed, with proper disposal, and all required
        cleanup procedures shall be diligently undertaken pursuant to all Environmental
        Laws. Landlord or Landlord's representative shall have the right but not
        the
        obligation to enter the premises for the purpose to inspect the storage,
        use and
        disposal of Permitted Materials to ensure compliance with all Environmental
        Laws. Should it be determined, in Landlord's sole and reasonable opinion,
        that
        said Permitted Materials are being improperly stored, used, or disposed of,
        then
        Tenant shall immediately take corrective action within 24 hours, Landlord
        shall
        have the right to form such work and Tenant shall promptly reimburse Landlord
        for any and all costs associated with said work. If at any time during or
        after
        the term of the Lease, the Leased Premises are found to be so contaminated
        or
        subject to said conditions, Tenant shall diligently institute proper and
        thorough cleanup procedures at Tenant's sole cost, and Tenant agrees to
        indemnify, save and hold Landlord harmless from all and against claims, demands,
        actions, liabilities, costs, expenses, damages and obligations of any nature
        arising from or as a result of the use of the premises by Tenant, and regardless
        of whether or not Landlord is found to be solely, concurrently, or jointly
        negligent with Tenant. The foregoing indemnification and the responsibilities
        of
        Tenant shall survive the termination or expiration of this Lease. Anything
        contained herein to the contrary notwithstanding, Landlord shall not
        unreasonably withhold its consent with respect to the use, storage, generation
        or manufacturing of Hazardous Materials on or about the Leased Premises provided
        same is done in the ordinary course of Tenant's business, and in compliance
        with
        all environmental laws.

       

      38.
        SERVICE ADDRESS. Service address for any and all notices to be
        delivered to LESSEE

      

          
          High Performance Coatings, Inc.       


        Name  
          

          
          14788 S. Heritagecrest
          Way_           


        Street
          Address

          
          Bluffdale, UT
          84065                         


        City,
          State, Zip

         

      

      39.
        Rents shall be made payable to Ralf LLC whose address is PO
        Box 271823, Oklahoma City, Oklahoma, 73137 and whose telephone number is
405-789­-9105.

       

      
         


        
          
            
            

          

          
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                LESSOR:


                Ralf
                  LLC

                 

                 

                 

                /s/                                        
                  

                MGR 10/15/05

              	
                LESSEE:

                High
                  Performance Coatings, Inc.

                 

                 

                 

                /s/
                  Terry R.
                  Holmes                            
                  

                President/COO
                  10-15-05

              


      

       

       

       

       

      


       

      


       

      


       

      


      Oklahoma
        City Utilities

      


      Please
        transfer utilities within 24 hrs. of signing lease. Utilities in Landlords
        name
        will be turned off after that time.

      


      Electricity
        

      OG&E
        272-1010

      


      Natural
        Gas 

      ONG
        551-4000

      


      Water

      City
        of
        Oklahoma City 297-2833

      


      Dumpster
        Service (at your discretion)

      All
        American Waste 745-4141

       

       

       

       

       

       

       

       

       

       

       

      

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