OFFICE LEASE AGREEMENT Between MOTOR CITY DRIVE, LLC a Maryland Limited Liability Company and GENEX TECHNOLOGIES, INC.

A.

The term of this Lease (the “Term”) shall commence on the date, which is the later of (x) January 1, 2006, or (y) the date upon which substantial completion of the Landlord Work shall occur (the later of such date being the “Lease Commencement Date”).  Unless sooner terminated in accordance with the provisions of this Lease, including without limitation the proper exercise by Tenant of Tenant’s Special Cancel Right, the Term shall end on the last day of the sixtieth (60^th) full calendar month following the Lease Commencement Date, provided however that if the Lease Commencement Date shall be the 1^st day of a month, then the Term shall end on midnight preceding the fifth anniversary of the Lease Commencement Date.  In the event the Lease Commencement Date shall occur on other than the first day of a calendar month, the first month’s rent shall be pro-rated for such month based upon a thirty (30) day month.  

Tenant shall have the right to begin its relocation into the demised premises without the commencement of rental obligations, two (2) weeks prior to the agreed upon Lease Commencement Date, so long as beneficial use does not commence and the Tenant further agrees not to interfere with the construction or permitting process.  Tenant’s consultants shall have access to the Premises prior to partition close-in to install cabling and wiring prior to the partition close-in to install cabling and wiring prior to partitions being enclosed and for the purpose of inspecting the work in progress.

Tenant will use and occupy the Demised Premises solely for general office purposes, consistent and compatible with the character and quality of the Building.  Tenant agrees not to use the Demised Premises for any purpose, which interferes with the use and enjoyment of the Building by other Tenants occupying space therein or which would increase the premiums for insurance coverage payable by Landlord in respect of the Building or degrade the public image of the Building.

A.

Tenant covenants and agrees during the Term to pay to Landlord as minimum annual rent (the “Base Rental”) for the Demised Premises the following amounts and at the following times:

Lease Year	Minimum Annual Base Rental	Monthly Installment of Minimum Annual Base Rental
1	$171,150.00	$14,262.50
2	$176,284.50	$14,690.38
3	$181,573.04	$15,131.09
4	$187,020.23	$15,585.02
5	$192,630.83	$16,052.57

 

Each such monthly installment shall be paid on the first day of each month of the Term hereof commencing with the first month of the Term.  The Base Rental schedule contained in this Article 4A reflects an annual increase in the Base Rental of 3.0% annually.  

B.

All Base Rental  and other sums due to Landlord hereunder (such other sums being collectively, the "Additional Rent") shall be payable at the office address of Landlord first above given, or to such other party or at such other address as Landlord may designate, from time to time, by written notice to Tenant, without demand and without deduction, set-off or counterclaim.  All references herein to Rent shall include both Base Rental and Additional Rent.

A.

As used in this Paragraph 6, the following terms shall have the following meanings:

(1)

“Taxes” shall mean all real estate taxes, impositions and assessments, general or special, ordinary or extraordinary, foreseen or unforeseen, imposed upon the Property or with respect to the ownership thereof.  If, due to a future change in the method of taxation, any franchise, income, profit or tax, however designated, shall be levied or imposed in substitution, in whole or in part, for (or in lieu of) any tax which would otherwise be included within the definition of Taxes, such other tax shall be deemed to be included within “Taxes” as defined herein.

(2)

“Base Year” for real estate taxes and operating expenses shall be the year 2006, adjusted to reflect a (95%) occupied and fully assessed building.

(3)

“Tenant’s proportionate share” shall be that percentage which the square footage of the Demised Premises bears to the square footage of the Building, or 8.6%.

(4)

As additional security for the full and prompt performance by Tenant of the terms and covenants of this Lease, Tenant has deposited with Landlord a sum of Thirty Thousand Nine Hundred and Twenty Nine Dollars and seventeen cents ($28,525.00) at the time of lease execution, which shall not constitute rent for any month unless so applied by Landlord on account of Tenant's default.  To the extent that Landlord has not applied the Security Deposit on account of a default, the Security Deposit shall be returned to Tenant within thirty (30) days after termination of this Lease.  In the event Tenant fails to take possession of the Demised Premises on the Lease Commencement Date or vacates or abandons the Demised Premises during the Term, the Security Deposit shall not be deemed to be liquidated damages, and such application of the Security Deposit shall not preclude Landlord from recovering from Tenant all additional damages incurred by Landlord.  If Tenant fails at any time to perform its obligations, Landlord may at its option apply said deposit, or so much thereof as is required, to cure Tenant's default, but if prior to the termination of this lease Landlord depletes said deposit in whole or in part, Tenant shall immediately restore the amount so used by Landlord. Following termination of this lease and satisfaction of all Tenant obligations thereunder, Landlord shall return to Tenant any unused portion of the Security Deposit.  Upon execution of the Lease, the Tenant shall also provide its first (1^st) monthly rental payment due hereunder.

The "Rules and Regulations" in regard to the Building and the Tenants occupying offices therein, attached hereto as Exhibit B and made a part hereof, and such reasonable alterations, additions or modifications thereof as may from time to time be made by Landlord, shall be deemed a part of this Lease, with the same effect as though written herein, and Tenant covenants that the Rules and Regulations shall be faithfully observed by Tenant, Tenant's employees and all persons visiting the Demised Premises or claiming under Tenant, the right being hereby expressly reserved by Landlord to add to, alter or rescind, from time to time, such Rules and Regulations, which changes shall take effect immediately after notice thereof in writing shall have been served on Tenant by delivering the same to Tenant by certified mail return receipt requested, provided such changes shall be binding on all tenants in the Building.  Landlord shall not be responsible for any violation or disregard of any of the Rules and Regulations or any rules and regulations hereafter adopted, by any other Tenant, occupant or person in the Building of which the Demised Premises are a part; and nothing herein shall impose any obligation on Landlord to enforce the Rules and Regulations or any of them against any other Tenant, occupant or person, but the same are to be Rules and Regulations to be abided by and complied with by Tenant hereunder. In the event of a conflict between the rules and regulations as set forth in Exhibit B and the Terms of this Lease, the terms of this Lease shall prevail.

Landlord shall provide the following facilities and services to Tenant without additional charge. Landlord agrees to provide:

(A)

Heat and air conditioning necessary, in Landlord's reasonable judgment, Monday through Friday from 8:00 AM to 6:00 PM, and 8:00 a.m. to 2:00 p.m. on Saturday throughout the year except holidays as noted below.  Heat and air conditioning required by Tenant at other times shall be supplied upon reasonable notice, and shall be paid for by Tenant, promptly upon billing, currently at the rate of $65.00 per hour.  Landlord may change the rate from time to time however, the charge shall not exceed Landlord’s estimate of its actual cost.

(B)

Janitorial services as per the Cleaning Specifications attached as Exhibit C.  

(C)

Tenant will have access to the Building and the Premises twenty-four (24) hours per day, except in the case of an emergency.

(D)

Landlord shall furnish electricity for building-standard overhead office lighting fixtures, and equipment and accessories customary for offices, where: (a) the connected electrical load of all of the same does not exceed an average of 2.0 ▇▇▇▇▇ per usable square foot of the Premises for lighting, and 5.0 watt per usable square foot of the Premises for outlets (or such lesser amount as may be available, based on the safe and lawful capacity of the electrical circuit(s) and facilities serving the Premises), (b) the electricity does not exceed 200 amperes at nominal 110 volts, single phase.  In addition, three phase power is provided in the base building and available to the tenant.  Tenant’s use of electrical service in the Premises shall not exceed, either in voltage, rated capacity, use or overall load, that which the Building electrical equipment is designed to handle.  

(E)     All structural repairs to the Building and all repairs which may be needed to the mechanical, electrical, air-conditioning, heating and plumbing systems in the Demised Premises, excluding repairs to any non-Building standard fixtures or other improvements installed or made by or at the request of Tenant (other than the Tenant Improvements) and requiring usual or special maintenance. In the event that any repair is required by reason of the negligence or abuse of Tenant or its agents, employees, invitees or of any other person using the Demised Premises with Tenant's consent, express or implied, Landlord may make such repair and ▇▇▇▇ the cost thereof to the Tenant.

(F)

The holidays referred to in Section 9.A. and 9.B. above are New Year's Day, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, Christmas Day, and those days designated by the federal government, and any other national holiday promulgated by a Presidential Executive Order or Congressional Act.

(G)

Landlord will not be in default under this Lease or be liable to Tenant or any other person for direct or consequential damage, or otherwise, for either the failure to supply, or, the sufficiency of (if required or supplied) any heat, air-conditioning, elevator, cleaning, lighting or security service; for surges or interruptions of electricity; or for other services Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply or restore such services, nor shall any such failure to supply constitute a constructive eviction of Tenant.  Landlord will use reasonable efforts to diligently remedy any interruption in the furnishing of those services required of Landlord hereunder. Should any interruption occur for a period of 3 consecutive days and disrupt the work of Tenant, each day thereafter shall be abated until the interruption has been remedied by the Landlord. Landlord reserves the right to temporarily discontinue such services at such times as may be necessary by reason of accident; repairs, alterations or improvements; strikes; lockouts; riots; acts of God; governmental preemption in connection with a national or local emergency; any rule, order or regulation of any governmental agency; conditions of supply and demand that make any product unavailable; Landlord's compliance with any mandatory governmental energy conservation or environmental protection program; or Landlord's compliance with any voluntary governmental energy conservation program at the request of or with consent or acquiescence of Tenant; or any other happening beyond the control of Landlord.  Notwithstanding anything in this Lease to the contrary, unless Tenant is then in default beyond the expiration of any applicable cure period, if any failure to furnish utilities or elevator service shall be caused by matters within the control of Landlord and continue for more than five (5) consecutive Business Days and render all of the Premises unusable and Tenant in fact ceases the conduct of its business by reason of such failure, then and in such event, all Rent payable hereunder for the Premises shall be abated for the period from and after the sixth consecutive Business Day, of such failure until the date such service or utility is restored to the level immediately prior to the failure, or if earlier, the date conduct of business operations resumes within the Premises.  Tenant shall provide Landlord with prompt written and telephonic notice of any failure, suspension or interruption of services affecting the Premises.

A.

Tenant shall indemnify, defend and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, Mortgagee(s) and agents, and the respective principals and members of any such agents (collectively the “Landlord Related Parties”) harmless against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by law), which may be imposed upon, incurred by, or asserted against Landlord or any of the Landlord Related Parties (collectively, the “Claims”) and arising, directly or indirectly, out of or in connection with the use, occupancy or maintenance of the Premises by, through or under Tenant including, without limitation, any of the following: (1) any work or thing done in, on or about the Premises or any part thereof by Tenant or any of its transferees, agents, servants, contractors, employees, customers, licensees or invitees; (2) any use, non-use, possession, occupation, condition, operation or maintenance of the Premises or any part thereof; (3) any act or omission of Tenant or any of its transferees, agents, servants, contractors, employees, customers, licensees or invitees, regardless of whether such act or omission occurred within the Premises; (4) any injury or damage to any person or property occurring in, on or about the Premises or any part thereof; or (5) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease with which Tenant must comply or perform.  In case any action or proceeding is brought against Landlord or any of the Landlord Related Parties by reason of any of the foregoing, Tenant shall, at Tenant’s sole cost and expense, resist and defend such action or proceeding with counsel approved by Landlord or, at Landlord’s option, reimburse Landlord for the cost of any counsel retained directly by Landlord to defend and resist such action or proceeding.

B.

C.  

With the exception of Claims for which Tenant is responsible under this Article 10.A. above, and subject to the waiver of subrogation provisions set forth in this Lease and the provisions contained in Section 10.B and Section 10.D. below, Landlord shall indemnify defend and hold Tenant and the Tenant Parties harmless against all Claims which relate to or result wholly or in part from, or are alleged to relate to or arise wholly or in part from: (i) all damage, loss, claims or injury to persons, property or business occurring in, about or from the common areas of the Building and the Property, or (ii) damage, loss, claims or injury to persons, property or business directly or indirectly arising out of Landlord's or its agents' use, management or operation of the Property.  Notwithstanding the foregoing to the contrary, the foregoing indemnity shall not apply to claims finally determined by a court of competent jurisdiction to have been caused by the negligence or willful misconduct of the party seeking to be indemnified.

D.  

Tenant does hereby waive the right to ▇▇▇ Landlord for any indirect, consequential, punitive or incidental damages (including without limitation, any claims for lost profits or lost business opportunity) arising by reason of the breach by Landlord of an obligation under this Lease.

A.

At all times commencing on and after the earlier of the Lease Commencement Date or the date Tenant or its agents, employees or contractors enters the Premises for any purpose, Tenant shall carry and maintain, at its sole cost and expense:

(1)

Commercial General Liability Insurance applicable to the Premises, the Limited Common Areas and their appurtenances providing, on an occurrence basis, a minimum combined single limit of Two Million Dollars ($2,000,000.00), with a contractual liability endorsement covering Tenant’s indemnity obligations under this Lease.

(2)

All Risk of Physical Loss Insurance written at replacement cost value and with a replacement cost endorsement covering all of the Leasehold Improvements (inclusive of the Initial Leasehold Improvements) and Tenant’s Property in the Premises.

(3)

Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty.  If the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 12, restore the base building and its common areas exclusive of the Leasehold Improvements.  Such restoration shall be to substantially the same condition prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building or any other modifications to the common Areas deemed desirable by Landlord, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired.  Upon the occurrence of any damage to the Premises, upon notice (the “Landlord Repair Notice") to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under item (2)  of Section 11 (A) above of this Lease, and Landlord shall repair any injury or damage to the Leasehold Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repair of the damage.  In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to the Leasehold Improvements and shall return such Leasehold Improvements to their original condition.  Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work.  Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided, however, if such fire or other casualty shall have damaged the Premises or a portion thereof or Common Areas necessary to Tenant's occupancy, then Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent and in the proportion that the Premises or such portion thereof are unfit for occupancy for the purposes permitted under this Lease, and are not occupied by Tenant as a result thereof, provided that such abatement of Rent shall be allowed only to the extent Landlord is reimbursed from the proceeds of rental interruption insurance purchased by Landlord as part of Operating Expenses; provided further, however, if the damage or destruction is due to the negligence or willful misconduct of Tenant or any of its agents, employees, contractors, invitees or guests, then Tenant shall be responsible for any reasonable, applicable insurance deductible (which shall be payable to Landlord upon demand) and there shall be no rent abatement.  In the event that Landlord shall not deliver the Landlord Repair Notice, Tenant's right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in connection therewith.

If the whole of the Property, Building or Demised Premises shall be taken or condemned for a public or quasi-public use under any statute or by right of eminent domain or private purchase in lieu thereof by any competent authority, Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation or purchase; and all rights of the Tenant to damages therefor are hereby assigned by Tenant to Landlord.  The foregoing shall not, however, deprive Tenant of any separate award for moving expenses or for any other award, which would not reduce the award payable to Landlord. Upon the date the right to possession shall vest in the condemning authority, this Lease shall cease and terminate with Rent adjusted to such date and Tenant shall have no claim against Landlord for value of any unexpired term of this Lease.

Tenant shall make no alterations, installations, additions or improvements (herein collectively called "Alterations") in or to the Demised Premises or the Building, structural or otherwise, without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.  If any such Alterations are made without the prior written consent of Landlord, Landlord may correct or remove the same, and Tenant shall be liable for any and all expenses incurred by Landlord in the performance of such work.  All Alterations shall be at Tenant's sole expense, shall comply with all laws, rules, orders and regulations of governmental authorities having jurisdiction thereof and shall be made at such times and in such manner as Landlord determines will not unreasonably interfere with the use of the Building by other Tenants and their respective premises.  All Alterations shall be made only by such contractors or mechanics as are approved in writing by Landlord.  Such approval shall not be unreasonably withheld, conditioned or delayed.  Approval of contractors or mechanics by Landlord shall be based upon the contractors or mechanics being properly licensed, their financial posture, experience, and past job performance. Tenant shall pay prevailing wages to all contractors and mechanics.

All Alterations to the Demised Premises, whether made by Landlord or Tenant, and whether at Landlord's or Tenant's expense, or the joint expense of Landlord and Tenant, shall be and remain the property of Landlord, hereinafter unless otherwise agreed to by Landlord and Tenant. Upon expiration of the Lease, Tenant shall have no obligation to remove, modify or alter any of the initial alterations described in Exhibit D attached.

Landlord, at the expiration of the Term or any renewal or extension thereof, may elect to require Tenant to remove all or any part of the Alterations (excluding Initial Alterations), unless Landlord agrees in writing not to require the removal of an Alteration.  Removal of Tenant's Property and Alteration shall be at Tenant's cost and expense and Tenant shall, at its cost and expense, repair any damage to the Demised Premises or the Building caused by such removal.  In the event Landlord does not so elect, and Tenant does not remove Tenant's Property, it shall become property of Landlord at the expiration of the Term.  In the event Tenant fails to remove Tenant's property or the Alterations requested to be removed by Landlord on or before the expiration of the Term or any extension or renewal thereof, then and in such event, the Landlord may remove Tenant's Property and Alteration from the Demised Premises at Tenant's expense and the Tenant hereby agrees to reimburse the Landlord for the cost of such removal together with any and all damages which the Landlord may suffer and sustain by reason of the failure of Tenant to remove the same.

Landlord, at its own cost and expense, shall perform or provide the renovations to the Demised Premises as more fully described on Exhibit D (the renovations therein described being referred to herein as the “Initial Alterations”).  Landlord's architect shall perform all of the architectural services required in connection with the construction of the Initial Alterations.  Landlord shall require the use of building standard finishes for the Initial Alterations.  Landlord shall be responsible for obtaining all necessary permits for occupancy.  Landlord shall have no liability for any delay in delivering the Demised Premises due to contractor delay.  Upon substantial completion of the Initial Alterations as reasonably determined by Landlord’s architect, this Lease shall commence and Tenant shall have the right to occupy the Demised Premises.

“Substantial Completion” of the Initial Alterations shall be the date reasonably determined by Landlord that the Initial Alterations has been performed, other than any details of construction, mechanical adjustment or any other matter, the non-completion of which does not materially interfere with the ability of Tenant to commence beneficial use and occupancy of the Premises.  

Notwithstanding any provision in this Lease to the contrary, in the event Landlord is delayed in the substantial completion of the Initial Alterations by reason of any Tenant Caused Delay, then and in such event the Lease Commencement Date shall be the date which Landlord’s architect reasonably determines that the Initial Alterations would have been substantially completed in the absence of the Tenant Caused Delay.  For purposes hereof, a Tenant Caused Delay shall be defined as follows:

a.

Tenant’s failure to respond to any request by Landlord for any approval or information within any time period prescribed, or if no time period is prescribed, then within five (5) Business Days of such request; or

b.

Changes in any plans and specifications requested by Tenant as described on Exhibit D; or

c.

The performance or nonperformance by a person or entity employed by Tenant in the completion of any work in the Premises (all such work and such persons or entities being subject to the prior approval of Landlord); or

d.

Any request by Tenant that Landlord delay the completion of any of the Initial Alterations; or

e.  

Any breach or default by Tenant in the performance of Tenant’s obligations under this Lease; or

f.

Any delay resulting from Tenant’s having taken possession of the Premises for any reason prior to substantial completion of the Initial Alterations; or

g.  

Any other reasonable delay chargeable to Tenant, its agents, employees or independent contractors.

Tenant shall keep the Demised Premises and the fixtures and equipment therein in good order and condition, will suffer no waste or injury thereto, and shall at the expiration or sooner termination of this Lease, surrender and deliver up the Demised Premises to Landlord in the same good order and broom clean condition as existed on the Lease Commencement Date wear and tear excepted.  If repairs are required due to the negligent acts of the Tenant, its agents, employees or invitees, the Landlord (upon written notice from Tenant of the need for same) will make the same forthwith.  Tenant shall be required to give Landlord immediate notice of the need for any repair which, if not promptly repaired, will constitute an unsafe condition, which might cause injury. The Landlord shall, at reasonable times, be permitted to enter upon the Demised Premises to examine the condition thereof and to make the repairs as are required by the provisions of this paragraph at Tenant's expense.

Tenant agrees, on behalf of itself, its employees and agents, that it shall comply at all times with any and all Federal, state and local laws, statutes, regulations, ordinances and other requirements of any of the constituted public authorities relating to its use and occupancy of the Demised Premises.  Tenant shall be responsible for maintaining proper occupancy permits.

Tenant shall not create or permit to be created or to remain, and shall discharge and have removed or obtain security in the form of legally recordable bonds for any lien, encumbrance or charge levied on account of any mechanics, laborer's or materialmen's lien upon the Demised Premises or the Property.  If any mechanic's laborer's or materialmen's lien shall at any time be filed against the Demised Premises or the Property for work claimed to have been done for or materials claimed to have been furnished to Tenant (except for work contracted for by Landlord), Tenant, within ten (10) business days after notice of the filing thereof, at its sole cost and expense will cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to discharge any such lien, Landlord may, at its option, discharge the same and treat the cost thereof as additional rent payable with the monthly rent next becoming due. Tenant will indemnify, defend and hold harmless Landlord from and against any and all expenses, liens, claims or damages to person or property which may or might arise by reason of Tenant making any Alterations, additions or improvements to the Demised Premises or the Property.

Landlord shall provide Building standard suite entry signage and building directory signage at its expense.  Landlord shall also provide up to 1 additional sign on the building directory for a subtenant that occupies over 2,500 rentable square feet.  Other than the foregoing, no sign, advertisement or notice shall be inscribed, painted, affixed or displayed on any part of the outside or the inside of the Building, including, without limitation, the doors of offices, and if any such sign, advertisement or notice is exhibited, Landlord shall have the right to remove the same and Tenant shall be liable for any and all expenses incurred by Landlord by said removal.  Landlord shall have the right to prohibit any advertisement of Tenant, which in its opinion tends to impair the reputation of the Building or its desirability as a high-quality office Building and, upon written notice from Landlord, Tenant shall immediately refrain from and discontinue any such advertisement.

Tenant will permit Landlord, or its agent, employees or contractors to enter the Demised Premises, without charge therefore to Landlord or without diminution of the Rent payable by Tenant, to examine, inspect and protect the Demised Premises, and to make such repairs as in the judgment of Landlord may be deemed necessary to maintain or protect the Demised Premises or the Building, or to exhibit the same to prospective Tenants during the last one hundred and eighty (180) days of the Term.  Except for any entry by Landlord in an emergency situation or to provide normal cleaning and janitorial service, Landlord shall provide Tenant with reasonable prior notice which notice may be given verbally.  Absent circumstances believed by Landlord to constitute an emergency, Landlord shall use reasonable efforts to minimize interference to Tenant's business.  In the event of an emergency, Landlord may make whatever repairs are necessary to protect the Demised Premises or Building.  Tenant reserves the right to provide an escort of its own employ to accompany the Landlord or its agents, employees or contractors, at any time (other than an emergency situation) that entry to the Demised Premises is requested by the Landlord.

Landlord shall provide Tenant with twenty-two  (22) parking spaces at a location determined from time to time by Landlord, at no additional charge to Tenant during the initial five (5) year term.  Landlord shall be entitled to reasonably relocate the parking spaces at any time in order to construct alterations or additions to the Building or for construction of a new adjacent building.

A.

Care of Premises - Tenant shall not permit the Demised Premises to be overloaded, damaged or defaced; not place a load upon the premises exceeding 65 pounds of live load per square foot of floor area; and not move any safe, vault or other heavy equipment in, about or out of the premises, except in such manner, and at such time as Landlord shall in each instance authorize. Tenant's business machines and mechanical equipment which cause vibration or noise; no nuisance will be permitted on or about the Demised Premises which shall be contrary to any law, ordinance, regulation or requirement of any public authority having jurisdiction; the Tenant will keep the Demised Premises reasonably clean; the Tenant will not litter or place any obstruction in any portion of the common facilities; the Tenant will not do, nor suffer to be done, nor keep or suffer to be kept, anything in or upon the Demised Premises or the Building which may prevent the obtaining of any insurance (including fire, extended coverage and public liability insurance) on the Demised Premises or the Building or on any property therein, or which may make void any such insurance, or which may create any extra premiums for, or increase the rate of any such insurance. If any actions of Tenant do create any increase in premium or additional premium, then the Tenant shall pay the increased cost of the same to the Landlord upon demand.

B.

Trash and Odors - Tenant shall keep all trash, rubbish, garbage and other refuse in proper containers within the interior of the leased premises until called for to be removed by Landlord's janitorial service, and not cause or permit objectionable odors to emanate or be dispelled from said Demised Premises.

C.

Assignment or Sublease - Tenant shall not voluntarily, involuntarily or by operation of law, assign or encumber this Lease, in whole or in part, or sublet the whole or any part of the Demised Premises, or permit any other persons to occupy same without the prior express written consent of the Landlord, which consent in the case of an assignment or subletting shall not be unreasonably withheld, conditioned, or delayed.  If Tenant should desire to assign this lease or sublet the Demised Premises (or any part hereof) and provided that Tenant is not then in default hereunder, Tenant shall give Landlord written notice (“Tenant’s Notice”) no less than thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease.  Tenant’s Notice shall include the current financial statements of the proposed assignee or subtenant certified by an authorized officer of the proposed assignee or subtenant, the date of the proposed assignment or subletting, the identity of the proposed assignee or subtenant, and any other additional information which Landlord may reasonably request.  Tenant shall not be required to seek Landlord’s approval, but shall provide thirty (30) day written notice, if assignment/sublet is to its agents, affiliates, or entities under the control of the Tenant.  One half of any net profits from subleasing shall be retained by Tenant and the remaining one half shall be paid over to Landlord as received.   

D.

Corporate Authority -  Landlord and Tenant represent and warrant that the person executing this Lease on its respective behalf is authorized to execute and bind its respective entity to this Lease.

In addition to the foregoing covenants and conditions with which the parties hereto have agreed to comply, the Landlord and Tenant do hereby further mutually agree that:

A.

Waiver of Subrogation– Notwithstanding anything contrary in this Lease, Landlord and Tenant hereby waive all rights of recovery in causes of action which either party has or may have or which may rise hereafter against the other, whether caused by negligence or otherwise, for any damage to the premises or contents therein or to the Building or any part thereof caused by any of the perils which are covered under policies of fire and extended coverage, Building and contents and business interruption insurance or for which either party may be reimbursed as a result of insurance coverage affecting any loss suffered by it.  Each party shall obtain, if needed, appropriate endorsements to its policies of insurance with respect to the foregoing releases.

B.

Liability for Damage - Except for Landlord's negligence, Landlord, shall not be liable for any damage to any property of the Tenant or anyone claiming through the Tenant done or occasioned by or from the electrical system, the heating or air conditioning system, the sprinkler system or the plumbing and sewer systems (including damage caused by the freezing or bursting of pipes), in, upon or about the premises or the Building of which the premises is a part, nor for damages occasioned by water, snow or ice being upon or coming through the roof, walls, windows, doors or otherwise, nor for any damage arising from acts of negligence of Co-Tenants or other occupants of the Building of which the premises may be a part, or the acts of any owners or occupants of adjoining or contiguous property.

C.

Notices - Whenever any notice is required or permitted hereunder, the same shall be given in writing, sent by registered or certified United States mail, postage prepaid, return receipt requested or by overnight service or facsimile (with telephone confirmation of receipt), and shall be addressed to the address as either party may hereafter and from time to time designate in writing to the other:

Landlord:

Motor City Drive, LLC

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇

Tenant:

Genex Technologies, Inc.

Motor ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇___

▇▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇

ATTN: ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, CEO

If either party's address shall be changed during the term hereof and written notice of such change is given to the other party as hereinbefore prescribed, any notice and the contents thereof, if properly mailed as stated to the last known address of the party whose address has been changed, shall be valid and binding upon said party for all intents and purposes. All notices hereunder, if given as herein directed, shall be deemed to be effective upon the third day after the date such notice is postmarked if by mail, on the date of delivery if by overnight service, or on the date of faxing.  Tenant shall be required to notify Landlord of any ownership changes.

D.

Waiver - The waiver of any covenants or conditions or of the performance of and compliance with same, or the acquiesced breach thereof, shall not constitute a waiver of any subsequent non-performance and non-compliance or of any subsequent breach of such covenants or conditions, nor will such waiver justify or authorize the non-observance of any other covenant or condition hereof.

E.

Time of Essence - Time is of the essence with respect to the compliance with and performance of each of the covenants and agreements under this Lease.

F.

Late Charges - In the event that payment of any rent or other sum of money due under this Lease shall become overdue for ten (10) calendar days after written notice beyond the date on which said sums of money are due and payable, the Service Fee (defined below) will be due and payable immediately by Tenant to Landlord.   For purposes hereof the Service Fee shall equal five percent (5%) of the particular payment not timely made; provided that in the case of the failure of Tenant to pay any rent or other sum of money beyond the 10^th day following the date when due, Tenant shall also be liable a late charge at the lesser of (i) sixteen percent (16%) per annum or (ii) the maximum per annum rate of interest permitted from time to time under applicable law, accruing from the date the payment was originally due.  The sums so overdue shall become immediately due and payable by Tenant to Landlord as and for liquidated damages for Tenant's failure to make prompt payment of said sums, and the full amount of late charges shall be payable by Tenant on demand. In the event of the non-payment for any reason of any such late charges or any part thereof, Landlord, in addition to all other rights and remedies, which it may have, shall have all the rights and remedies provided for herein and by law as in the case of non-payment of rent. No failure by Landlord to insist upon the strict performance by Tenant of Tenant's obligations hereunder to pay late charges shall constitute a waiver by Landlord of its right to enforce the provisions of this subparagraph and shall not be construed in any way to extend the notice periods for default as provided for in this Lease.  

The occurrence of any one or more of the following events shall constitute an event of default under this Lease:  (i) if Tenant shall fail to timely pay any Rent  or any other sum required to be paid by Tenant under this Lease when due and such failure shall continue for more than five (5) days following written notice from Landlord, provided, however, if Landlord provides two (2) notices of such failure within a twelve (12) month period, any subsequent failure to pay Rent when due within such 12 month period shall constitute a default without any obligation of Landlord to provide written notice to Tenant; or (ii) with respect to the performance of or compliance with any of the terms, covenants, conditions or provisions of this Lease, (other than the payment of Rent and Additional Rent) shall not cure such failure or refusal within ten (10) days after the date of written notice thereof from Landlord to Tenant; or (iii) if Tenant shall be adjudicated as bankrupt or shall make an assignment for the benefit of creditors or shall file a ▇▇▇▇ in equity or otherwise initiate proceedings for the appointment of a receiver of Tenant's assets, or shall file any proceedings in bankruptcy or for reorganization or an arrangement under any federal or state law, or if any proceedings in bankruptcy or for the appointment of a receiver shall be instituted by any creditor of Tenant under any state or federal law, and not dismissed within 60 days or if Tenant is levied upon or sold by sheriff's or ▇▇▇▇▇▇▇▇'▇ or constable's sale or other legal process; or (iv) if Tenant attempts to remove its property from the Demised Premises other than in the ordinary course of business, the occurrence of any such event to constitute an event of default and a breach under this Lease, and after having provided Tenant with ten (10) days written notice; then and in addition to any other rights or remedies Landlord may have under this Lease and at law and in equity, Landlord shall have the following rights:

A.

To accelerate the whole or any part of the Rent for the entire unexpired balance of the Term as well as any other charges, payments, costs and expenses herein agreed to be paid by

Tenant.  Any Rent or other charges, payments, costs and expenses if so accelerated shall be deemed due and payable as if they were on that date payable in advance, subject to the Landlord's obligations to reasonably mitigate its damages; and/or

B.

To enter the Demised Premises without further demand or notice in accordance with applicable laws and proceed to the sale of the goods, chattels and personal property there found, to levy the Rent and/or charges herein payable as Rent, and Tenant shall pay all costs and officers' commissions, including watchmen's wages and sums chargeable to Landlord, and in such case all costs, officers' commissions and other charges shall immediately attach and become part of the claim of Landlord for Rent, and any tender of Rent without said costs, commissions and charges made, after the issuance of a warrant of distress, shall not be sufficient to satisfy the claim of Landlord; and/or

C.

To re-enter the Demised Premises and remove all persons and all or any property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law, and repossess and enjoy the Demised Premises, together with all additions, alterations and improvements. Upon recovering possession of the Demised Premises by reason of or based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet the Demised Premises and rent the Demised Premises or any part or parts thereof, either in Landlord's name or otherwise, for a term or terms which may at Landlord's discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall be applied; first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any reasonable costs and expenses of such reletting, including reasonable brokerage fees and reasonable attorney's fees and all reasonable costs of such alterations and repairs; third, to the payment of Rent due and unpaid hereunder (prorated to reflect only those fees allocable to the portion of the reletting which coincided with the balance of the Lease Term in effect as of the re-entry, taking into consideration any previously exercised renewal terms hereunder, but not alterations performed for another tenant); and the residue, if any, shall be held by Landlord and applied in payment of future rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month to Landlord, such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Demised Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant.

D.

To terminate this Lease and the Term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken, whereupon Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's default in an amount equal to the amount of the Rent reserved for the balance of the Term, as well as all other charges, payments, costs and expenses therein agreed to be paid by Tenant, all of which amount shall be immediately due and payable from Tenant to Landlord, subject to the Landlord's obligations to reasonably mitigate its damages.

In addition, if Landlord prevails in any action or proceeding brought by Landlord by reason of Tenant’s default, the Landlord shall be entitled to recover from the Tenant reasonable attorneys’ fees, investigation costs, and other reasonable legal expenses and court costs incurred by Landlord.

No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy herein or by law provided but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity.

No waiver by Landlord of any breach by Tenant of any of Tenant's obligations, agreements or covenants herein shall be a waiver of any subsequent breach or of any obligation, agreement or covenant, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of any rights and remedies with respect to such or any subsequent breach. Landlord represents that if Tenant is making reasonable efforts to cure defaults in good faith and stated deadlines expire, Landlord will grant reasonable leniency in meeting deadlines, not to exceed thirty (30) days.

E.

In consideration of the benefits accruing under this Lease, Tenant hereby covenants and agrees that in the event of any actual or alleged failure, breach, or default hereunder by Landlord:

(a)

the sole and exclusive remedy shall be against the interest of the Landlord

in the Building;

(b)

neither the Landlord nor any member of Landlord shall be personally liable

with respect to any claim arising out of or related to this Lease;

(c)

no member of the Landlord shall be sued or named as a party in any suit

or action;

(d)

no service of process shall be made against any member of Landlord;

(e)

any judgment granted against any member of Landlord may be vacated

and set aside at any time as if such judgment had never been granted;

(f)

both Landlord and any member may invoke and enforce these covenants

and agreements.

This Lease shall be subject and subordinate to any mortgage and/or any deed of trust which may now or hereafter be secured upon the Property of Building, and to all renewals, modifications, consolidations, replacements and extensions thereof.  This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee, but in confirmation of such subordination, Tenant shall execute, within five (5) days after request, any certificate that Landlord may reasonably require acknowledging such subordination. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such certificate within said five (5) day period. Notwithstanding the foregoing, the party holding the instrument to which this Lease shall be subordinate shall have the right to recognize and preserve this Lease in the event of any foreclosure sale or possessory action, and in such case, this Lease shall continue in full force and effect at the option of the party holding the superior lien and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument demanded by Landlord or such other party, that has for its purpose and effect the confirmation of such attornment. Such superior lien holder or any purchaser at a foreclosure or other judicial sale may, at or prior to the time of any such sale or within sixty (60) days thereafter, notify Tenant to vacate and surrender the Demised Premises within ninety (90) days of the date of such sale and in the event such notice is given, this Lease shall terminate and expire one hundred twenty (120) days after such sale.  Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed.  Tenant agrees to give any Mortgagee, by certified mail, return receipt requested, a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of notice of Assignment of Rents and Leases, or otherwise) of the address of such mortgagees and/or trust deed holders.  Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty (30) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such thirty (30) days, the mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary, to effect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued.  Tenant agrees that in the event of the sale of the Land or the Building, by foreclosure or deed in lieu thereof, the purchaser at such sale shall  be responsible for the return of any Security Deposit paid by Tenant to Landlord in connection with this Lease.  Tenant further agrees that any successor to Landlord's interest shall not be bound by (i) any payment of monthly Rent or Additional Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease or (ii) any amendment or modification of this Lease made without the consent of Landlord's mortgagee or such successor in interest.

If Tenant shall after the expiration of all applicable notice and cure periods be in default in the performance of any of its obligations under this Lease, Landlord may but shall not be obligated, in addition to any other rights it may have in law or equity, cure on behalf of Tenant any default hereunder by Tenant, and Tenant shall reimburse Landlord for any sums paid or costs incurred by Landlord in curing such default, including but not limited to reasonable attorney's fees incurred, and also including interest at the rate of Prime Plus (as published by CitiBank Washington, D.C.) plus ten percent (10%) per annum on all sums advanced by Landlord as aforesaid, which sums and costs together with interest thereon shall be deemed additional rent payable on demand.

Tenant shall from time to time, within ten (10) business days after request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Lease is unmodified and in full force and effect (or that the same is in full force and effect as modified, listing any instruments of modification), the dates to which Rent and other charges have been paid, and whether or not, Landlord is in default hereunder or whether Tenant has any claims or demands against Landlord (and, if so, the default, claim, and/or demand shall be specified) and such estoppel statement may be delivered by Landlord to any prospective purchaser or ground lessor mortgagee of the Property of Building and may be relied upon by such prospective purchaser, ground lessor or mortgagee.

A.

If on or before the date fixed as the Lease Commencement Date or at any time during the term hereof, there shall be filed by Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization, arrangement or composition, or for the appointment of a receiver or trustee of all or a portion of Tenant's property or if any such petition shall be filed against Tenant (and within thirty (30) days thereof, Tenant fails to secure a stay or discharge thereof) or if Tenant makes an assignment for the benefit of creditors, this Lease, at the option of Landlord, exercised by written notice to Tenant within a reasonable time after notice of the happening of any such events, may be cancelled and terminated, and in such event, neither Tenant nor any person claiming through or under Tenant by virtue of any statute or of any order of any court shall be entitled to possession or to remain in possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises and any and all rights thereto, and Landlord, in addition to the other rights and remedies Landlord has by virtue of any other provision herein or elsewhere in this Lease contained or by virtue of any statute or rule of law, may retain as partial liquidated damages any rent, security deposit or monies received by Landlord from Tenant or others on behalf of Tenant.

B.

In the event of the termination of this Lease pursuant to Section 29.A. hereof, Landlord shall forthwith, notwithstanding any other provisions of this Lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term hereof and the then fair and reasonable rental value of the Demised Premises for the same period.  In the computation of such damages, the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the Demised Premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum.  If the Demised Premises or any part thereof be re-let by Landlord for the unexpired term of this Lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be deemed primafacie to be the fair and reasonable rental value for the part or the whole of the Demised Premises so re-let during the term of the re-letting.  Nothing herein contained shall limit or prejudice the right of Landlord to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

Landlord and Tenant hereby waive any right to a trial by jury in any action or proceeding based upon, or related to, the subject matter of this Lease.  This waiver is knowingly, intentionally, and voluntarily made by Landlord and Tenant, and each party acknowledges that neither the other party nor any person acting on behalf of the other party has made any representations of fact to induce this waiver of trial by jury or in any way to modify or nullify its effect.  Landlord and Tenant each further acknowledges that it has been represented (or has had the opportunity to be represented) in the signing of this Lease and in the making of this waiver by independent legal counsel, selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel.  Although such jury waiver is intended to be self-operative and irrevocable, Landlord and Tenant each further agree, if requested, to confirm such waivers in writing at the time of commencement of any such action, proceeding or counterclaim.  If Landlord commences any detainer suit, action in ejectment, summary proceedings or other action seeking possession of the Premises, Tenant agrees not to interpose by consolidation of actions, removal to chancery or otherwise, any counterclaim, claim of set-off, recoupment or deduction of Rent, or other claim seeking affirmative relief of any kind (except a mandatory or compulsory counterclaim which Tenant would forfeit if not so interposed).  Any action or proceeding brought by either party against the other for any matter arising out of or in any way relating to this Lease, the Premises or the Property, shall be heard, at Landlord's option, in the court having jurisdiction located closest to the Property.

3

Should Tenant continue to occupy the Demised Premises after the expiration of the Term and without Landlord's prior written consent, or any renewal thereof, or after a forfeiture incurred, such tenancy shall (without limitation on any of Landlord's right or remedies therefor) be a tenancy at will, at a minimum rent equal to 150% of the rent payable for the previous month of the Term, plus all additional rent payable hereunder. No holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the term of this Lease shall be construed to extend the Lease Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise.  In addition to the obligation to pay the amounts set forth above during any such holdover period, Tenant also shall be liable to Landlord for all damage, including any consequential damage, which Landlord may suffer by reason of any holding over by Tenant, and Tenant shall indemnify Landlord against any and all claims made by any other tenant or prospective tenant against Landlord for delay by Landlord in delivering possession of the Premises to such other tenant or prospective tenant.

A.

In the event any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described in this Article 31.  For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises.

B.

If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space.  Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space.  Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein.   In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space.  Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental.  The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below.  Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method.  Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32.

C.

Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space.  Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental.  

D.

Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31.  However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.  

Provided that Tenant is still in occupancy, and is not in default of the Lease at the time of the notice to extend Term, Tenant shall have the option to renew this Lease for one (1) successive additional period of five (5) consecutive Lease Years (herein referred to as an “Renewal Term”) upon the same terms and conditions as in effect during the initial Term; provided, however, that (i) Minimum Annual Rent and the base years for passthrough purposes shall be as set forth below; (ii) there shall be no further options beyond the Renewal Term; (iii) there shall be no Rent Abatement provided to Tenant; and (iv) there shall be no entitlement of Tenant to any Allowance.  In addition, no party other than the original named Tenant shall be entitled to exercise the Renewal Term.  The Renewal Term shall commence on the day immediately following the last day of the initial Lease Term.  

The option to extend shall be exercised by Tenant giving written notice of the exercise thereof (the “Exercise Notice”) to Landlord within thirty (30) days following the determination of the revised Minimum Annual Rent for the Renewal Term then being decided.  Any Exercise Notice timely given by Tenant shall be irrevocable.

A.

Landlord and Tenant each represent and warrant to the other that C.B. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and CRESA Partners are the only brokers that assisted in the execution of this transaction.  Each party shall indemnify, defend and hold the other harmless from and against any claims by another broker or agent purporting to have represented such party with respect to this transaction.  Landlord has agreed to compensate the above named brokers pursuant to the terms of a separate written agreement.

B.

The term "Landlord" as used in this Lease shall mean the fee owner of the entire Property or, if different, the party holding and exercising the right, as against all other (except space Tenants of Building) to possession of the entire Property. In the event of voluntary or involuntary transfer of such ownership or right to a successor in interest of Landlord, Landlord shall be freed and relieved of all liability and obligation hereunder (and, as to any unapplied portion of Tenant's security deposit, Landlord shall be relieved of all liability therefor upon transfer of such portion to its successor in interest) and Tenant shall look solely to such successor in interest for the performance of the covenants and obligations of the Landlord hereunder which shall thereafter accrue.

C.

Tenant reserves the right to either require that a Tenant employee be present while janitorial crews are within the Demised Premises or to engage independent janitorial services that meets its own requirements for security purposes.  Rent will be adjusted downward proportionately by the janitorial cost saved by the Landlord, if such janitorial services are contracted separately by the Tenant.  

The captions of the Sections in this Lease are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof.

The provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and each of their permitted successors and assigns.

If any term, covenant, or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant and condition of this Lease shall be valid and enforced to the fullest extent permitted by law.

Nothing in this Lease shall be deemed or construed to create a partnership or joint venture of or between Landlord and Tenant or to create any other relationship between the parties hereto other than that of Landlord and Tenant.

(A)

To decorate, remodel, alter or otherwise prepare the Demised Premises for re-occupancy during the last one hundred and eighty (180) days of the Term, if during or prior to that time Tenant vacates the Demised Premises;

(B)

To show the Demised Premises to prospective tenants or brokers during the last one hundred and eighty (180) days of the Term (taking into consideration any extension of the Term); to show the Demised Premises to prospective purchasers at all reasonable times provided that Tenant's use and occupancy of the Demised Premises shall not be materially inconvenienced by any action of Landlord.

(C)

This Lease does not grant any rights to light or air over or about the Building.  Landlord specifically excepts and reserves to itself the use of any roofs, the exterior portions of the Premises, all rights to the land and improvements below the improved floor level of the Premises, the improvements and air rights above the Premises and the improvements and air rights located outside the demising walls of the Premises, and such areas within the Premises as are required for installation of utility lines and other installations required to serve any occupants of the Building and the right to maintain and repair the same, and no rights with respect thereto are conferred upon Tenant unless otherwise specifically provided herein.  Landlord further reserves to itself the right from time to time: (a) to change the Building’s name or street address; (b) to install, fix and maintain signs on the exterior and interior of the Building; (c) to designate and approve window coverings; (d) to make any decorations, alterations, additions, improvements to the Building, or any part thereof (including the Premises) which Landlord shall desire, or deem necessary for the safety, protection, preservation or improvement of the Building, or as Landlord may be required to do by law; (e) to have access to the Premises to perform its duties and obligations and to exercise its rights under this Lease; (f) to retain at all times and to use pass-keys to all locks within and into the Premises; (g) to approve the weight, size, or location of heavy equipment or articles in and about the Premises; (h) to close or restrict access to the Building at all times other than Normal Business Hours subject to Tenant’s right to admittance at all times under such regulations as Landlord may reasonably prescribe from time to time, or to close (temporarily or permanently) any of the entrances to the Building; (i) to change the arrangement and/or location of entrances of passageways, doors and doorways, corridors, elevators, stairs, toilets and public parts of the Building; (j) if Tenant has vacated the Premises during the last six (6) months of the Lease Term, to perform additions, alterations and improvements to the Premises in connection with a reletting or anticipated reletting thereof without being responsible or liable for the value or preservation of any then existing improvements to the Premises; (k) to alter, relocate, reconfigure, reduce and withdraw the Common Areas located outside the Building, including parking and access roads, as long as access to the Premises remains reasonably accessible; (l) to construct or cause to be constructed such improvements as may be desired by Landlord within the area adjacent to the Building and in connection therewith to attach other buildings and structures thereto, and to erect such scaffolding and other aids to construction as Landlord deems appropriate, and, no such alterations, changes, construction or erection shall constitute an eviction, constructive or otherwise, or permit Tenant any abatement of Rent or claim and (m) to grant to anyone the exclusive right to conduct any business or undertaking in the Building or within any adjacent building thereto hereafter constructed.  Landlord shall have the right to enter the Premises in connection with the exercise of any of the rights set forth herein and such entry into the Premises and the performance of any work therein shall not constitute a constructive eviction or entitle Tenant to any abatement or reduction of Rent by reason thereof.

(E)

This Lease Agreement, including the following Exhibits:

EXHIBIT A

Demised Premises Floor Plan

EXHIBIT B

Rules & Regulations

EXHIBIT C

Cleaning Specifications

EXHIBIT D

Description of Initial Alterations

constitutes the entire agreement between the parties hereto with respect to the subject matter of this Lease and supersedes all prior agreements and understandings between the parties related to the Premises, including all lease proposals, letters of intent and similar documents.  TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT MAKING, AND TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE.  ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION NOT EMBODIED IN THIS LEASE.  THIS LEASE MAY BE MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT.  LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease the day and year first above written.

Witness:

LANDLORD:

By:__________________________

By:  ▇▇▇▇▇ ▇▇▇▇▇▇▇                                     

 

Witness:

TENANT:

By:__________________________

By:  /s/▇▇▇▇▇ ▇▇▇▇, III                                      

                    ▇▇▇▇▇ ▇▇▇▇, III,

        Chief Operating Officer

Witness:                                                                     CO-SIGNER:

By:                                                                                                                                                           By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇                                                        

 

Reference is made to the foregoing and annexed Lease of even date attached herewith (the “Lease”) to which these Rules and Regulations are made a part.  If there is a discrepancy between these Rules and Regulations and the Lease, the Lease shall govern.  Definition of terms are set forth in the Lease.

The following Rules and Regulations have been formulated for the safety and well-being of all tenants of the Building and to insure compliance with all municipal and other requirements.  Strict adherence to these Rules and Regulations is necessary to guarantee that each and every tenant will enjoy a safe and unannoyed occupancy in the Building in accordance with the Lease.

Landlord may (but shall not be obligated to), upon written request by any tenant, waive in writing the compliance by such tenant with any of these Rules and Regulations, provided that (i) no waiver shall be effective unless in writing and signed by Landlord or Landlord’s authorized agent, (ii) any such waiver shall not relieve such tenant from the obligation to comply with such rule or regulation in the future unless expressly consented to in writing by Landlord, (iii) no waiver granted to any tenant shall relieve any other tenant from the obligation of complying with the Rules and Regulations unless such other tenant has received a similar waiver in writing from the Landlord, and (iv) any such waiver by Landlord shall not relieve Tenant from any obligation or liability of Tenant to Landlord pursuant to the Lease for any loss or damage occasioned as a result of  Tenant’s failure to comply with any such rule or regulation.  No waiver by Landlord of any provisions of the Rules and Regulations shall be effective unless in writing signed by Landlord or its authorized agent.

All keys to demised premises shall be surrendered to Landlord upon termination of this Lease.

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