EX-10.12 21 file21.htm BUSINESS LEASE

Exhibit 10.12

CONSULT YOUR LAWYER BEFORE SIGNING THIS LEASE - IT HAS IMPORTANT LEGAL
CONSEQUENCES.

BUSINESS LEASE

THE LANDLORD AND THE TENANT AGREE TO LEASE THE RENTAL SPACE FOR THE TERM
AND AT THE RENT STATED, AS FOLLOWS: (The words Landlord and Tenant include all
landlords and all tenants under this lease.)

LANDLORD David E. Schleicher TENANT Material Technology Solutions, LLC
Print or type Print or type
ADDRESS Box 313 Residence address Boaz Z. Leshem
Chester, New Jersey 07930 163 Sandspring Road
Zip Morristown, New Jersey 07960
RENTAL SPACE Basement Level Office

in the BUILDING at 18 Elm Street, Morristown, New Jersey 07960
Address

Date of Lease June 28, 2006 19__ Rent for the Term is $36,360.00

TERM ___________________________________ The Rent is payable in advance on the
first day of each month, as follows:

Beginning July 1, 2006 19__ July 2006 - June 2007: $1,500/month
Ending June 30, 2008 19__ July 2007 - June 2008: $1,530/month

SECURITY $3,000.00

BROKER. The Landlord and the Tenant recognize

Prudential NJ Properties
175 South St., Morristown, NJ 07960

as the Broker who brought about this
Lease. The Tenant shall pay the Broker's
commission.

See paragraph 33

LIABILITY INSURANCE. Minimum amounts:
for each person injured $______________,
for any one accident $_______________,
for property damage $_______________

MUNICIPAL REAL ESTATE TAXES $___________

BASE YEAR 19 2006 PERCENT OF INCREASE 22%

Use of Rental Space Office for metal trading business

ADDITIONAL AGREEMENTS The tenant has accepted and shall conform to the
additional agreements attached to this lease and made a part of this lease.

TABLE OF CONTENTS

1. Possession and Use
2. Delay in Giving of Possession
3. No Assignment or Subletting
4. Rent and Additional Rent
5. Security
6. Liability Insurance
7. Unavailability of Fire Insurance, Rate Increases
8. Water Damage
9. Liability of Landlord and Tenant
10. Real Estate Taxes
11. Acceptance of Rental Space
12. Quiet Enjoyment
13. Utilities and Services
14. Tenant's Repairs, Maintenance, and Compliance
15. Landlord's Repairs and Maintenance
16. No Alterations
17. Signs
18. Access to Rental Space
19. Fire and Other Casualty
20. Eminent Domain
21. Subordination to Mortgage
22. Tenant's Certificate
23. Violation, Eviction, Re-entry and Damages
24. Notices
25. No Waiver
26. Survival
27. End of Term
28. Binding
29. Full Agreement

1. POSSESSION AND USE

The Landlord shall give possession of the Rental Space to the Tenant for
the Term. The Tenant shall take possession of and use the Rental Space for the
purpose stated above. The Tenant may not use the Rental Space for any other
purpose without the written consent of the Landlord.

The Tenant shall not allow the Rental Space to be used for any unlawful or
hazardous purpose. The Tenant is satisfied that the Rental Space is zoned for
the Use stated. The Tenant shall obtain any necessary certificate of occupancy
or other certificate permitting the Tenant to use the Rental Space for that Use.

The Tenant shall not use the Rental Space in any manner that results in (1)
an increase in the rate of fire or liability insurance or (2) cancellation of
any fire or liability insurance policy on the Rental Space. The Tenant shall
comply with all requirements of the insurance companies insuring the Rental
Space. The Tenant shall not abandon the Rental Space during the Term of this
Lease or permit it to become vacant for extended periods.

2. DELAY IN GIVING OF POSSESSION

This paragraph applies if (a) the Landlord cannot give possession of the
Rental Space to the Tenant on the beginning date and (b) the reason for the
delay is not the Landlord's fault. The Landlord shall not be held liable for the
delay. The Landlord shall then have 30 days in which to give possession. If
possession is given within that time, the Tenant shall accept possession and pay
the Rent from that date. The ending date of the Term shall not change. If
possession is not given within that time this Lease may be cancelled by either
party on notice to the other.

3. NO ASSIGNMENT OR SUBLETTING

The Tenant may not do any of the following without the Landlord's written
consent: (a) assign this Lease (if the Tenant is a corporation, the sale of a
majority of its shares shall be treated as an assignment), (b) sublet all or any
part of the Rental Space or(c) permit any other person or business to use the
Rental Space.

4. REAL AND ADDITIONAL RENT

[Intentionally Omitted]

If the Tenant fails to comply with any agreement in this Lease, the
Landlord may do so on behalf of the Tenant. The Landlord may charge the cost to
comply, including reasonable attorney's fees, to the Tenant as "additional
rent". The additional rent shall be due and payable as Rent with the next
monthly Rent payment. Non-payment of additional rent shall give the Landlord the
same rights against the Tenant as if the Tenant failed to pay the Rent.

5. SECURITY

The Tenant has given to the Landlord the Security stated above. The
Security shall be held by the Landlord during the Term of this Lease. The
Landlord may deduct from the Security any expenses incurred in connection with
the Tenant's violation of any agreement in this Lease. For example, if the
Tenant does not leave the Rental Space in good condition at the end of the Term,
the Security may be used to put it in good condition. If the amount of damage
exceeds the Security, the Tenant shall pay the additional amount to the Landlord
on demand.

If the Landlord uses the Security or any part of it during the Term, the
Tenant shall on demand pay the Landlord for the amount used. The amount of the
Security is to remain constant throughout the Term. The Security is not to be
used by the Tenant for the payment of Rent. The Landlord shall repay to the
Tenant any balance remaining within a reasonable time after the end of the Term.
The Tenant shall not be entitled to interest on the Security.

If the Landlord's interest in the Rental Space is transferred, the Landlord
shall turn over the Security to the new Landlord. The Landlord shall notify the
Tenant of the name and address of the new Landlord. Notification must be given
within 5 days after the transfer, by registered or certified mail. The Landlord
shall then no longer be responsible to the Tenant for the repayment of the
Security. The new Landlord shall be responsible to the Tenant for the return of
the Security in accordance with the terms of this Lease.

6. LIABILITY INSURANCE

The Tenant shall obtain, pay for, and keep in effect for the benefit of the
Landlord and the Tenant public liability insurance on the Rental Space. The
insurance company and the broker must be acceptable to the Landlord. This
coverage must be in at least the minimum amounts stated above.

All policies shall state that the insurance company cannot cancel or refuse
to renew without at least 10 days written notice to the Landlord.

The Tenant shall deliver the original policy to the Landlord with proof of
payment of the first year's premiums. This shall be done not less than 15 days
before the Beginning of the Term. The Tenant shall deliver a renewal policy to
the Landlord with proof of payment not less than 15 days before the expiration
date of each policy.

7. UNAVAILABILITY OF FILE INSURANCE, RATE INCREASES

If due to the Tenant's use of the Rental Space the Landlord cannot obtain
and maintain fire insurance on the Building in an amount and form reasonably
acceptable to the Landlord, the Landlord may cancel this Lease on 30 days notice
to the Tenant. If due to the Tenant's use of the Rental Space the fire insurance
rate is increased, the Tenant shall pay the increase in the premium to the
Landlord on demand.

8. WATER DAMAGE

The Landlord shall not be liable for any damage or injury to any persons or
property caused by the leak or flow of water from or into any part of the
Building.

9. LIABILITY OF LANDLORD AND TENANT

The Landlord shall not be liable for injury or damage to any person or
property unless it is due to the Landlord's act or neglect. The Tenant is liable
for any loss, injury or damage to any person or property caused by the act or
neglect of the Tenant or the Tenant's employees. The Tenant shall defend the
Landlord from and reimburse the Landlord for all liability and costs resulting
from any injury or damage due to the act or neglect of the Tenant or the
Tenant's employees.

10. REAL ESTATE TAXES

The Landlord shall pay the yearly Municipal Real Estate Taxes on the
Building in the amount stated above. This is the tax assessed for the Base Year
stated above. The Tenant shall pay the Percent of Increase stated above of each
yearly increase in the Municipal Real Estate Taxes over the tax for the Base
Year. The Tenant shall pay this amount yearly in one sum within 30 days of the
Landlord's written request accompanied by a copy of the current year's tax bill.
The Tenant's liability for this payment shall be pro-rated for any part of the
year the Tenant does not occupy the Rental Space under this Lease.

11. ACCEPTANCE OF RENTAL SPACE

The Tenant has inspected the Rental Space and agrees that the Rental Space
is in satisfactory condition. The Tenant accepts the Rental Space "as is".

12. QUIET ENJOYMENT

The Landlord has the right to enter into this Lease. If the Tenant complies
with this Lease, the Landlord must provide the Tenant with undisturbed
possession of the Rental Space.

13. UTILITIES AND SERVICES

The Tenant shall arrange and pay for all utilities and services required
for the Rental Space, including the following:

(a) (c) Electric, including boil room

(b) (d)

The Landlord shall pay for the following utilities and services:

(a) Heat regulated to 68 DEG.F.

(b) Hot and cold water

The Landlord is not liable for any inconvenience or harm caused by any
stoppage or reduction of utilities and services beyond the control of the
Landlord. This does not excuse the Tenant from paying Rent.

14. TENANT'S REPAIRS, MAINTENANCE, AND COMPLIANCE

The Tenant shall:

(a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups.

(b) Maintain the Rental Space and all equipment and fixtures in it in
good repair and appearance.

(d) Maintain the Rental Space in a neat, clean, safe, and sanitary
condition, free of all garbage.

(e) [Intentionally Omitted]

(f) Use all electric, plumbing and other facilities in the Rental
Space safely.

(g) Use no more electricity than the wiring or feeders to the Rental
Space can safely carry.

(h) Promptly replace all broken glass in the Rental Space.

(i) Do nothing to destroy, deface, damage, or remove any part of the
Rental Space.

(j) Keep nothing in the Rental Space which is inflammable, dangerous
or explosive or which might increase the danger of fire or other casualty.

(k) Promptly notify the Landlord when there are conditions which need
repair.

(1) Do nothing to destroy the peace and quiet of the Landlord, other
tenants, or persons in the neighborhood.

(m) Avoid littering in the building or on its grounds.

The Tenant shall pay any expenses involved in complying with the above.

15. LANDLORD'S REPAIRS AND MAINTENANCE

The Landlord shall:

(a) Maintain the public areas, roof and exterior walls in good
condition.

(b) Make all structural repairs unless these repairs are made
necessary by the act or neglect of the Tenant or the Tenants employees.

(c) Make necessary replacements of the plumbing, cooling, heating and
electrical systems, except when made necessary by the act or neglect of the
Tenant or the Tenant's employees.

(d) Maintain the elevators in the Building, if any.

(e) Be responsible for landscaping and snow and ice maintenance of
common areas.

16. NO ALTERATIONS

The Tenant may not make any changes or additions to the Rental Space
without the Landlord's written consent. Any changes or additions made without
the Landlord's written consent shall be removed by the Tenant on demand.

All changes or additions made with the Landlord's written consent shall
become the property of the Landlord when completed and paid for by the Tenant.
They shall remain as part of the Rental Space at the end of the Term. The
Landlord may demand that the Tenant remove any changes or additions at the end
of the Term. The Tenant shall promptly pay for all costs of any permitted
changes or additions. The Tenant shall not allow any mechanic's lien or other
claim to be filed against the Building. If any lien or claim is filed against
the Building, the Tenant shall have it promptly removed.

17. SIGNS

The Tenant shall obtain the Landlord's written consent before placing any
sign on or about the Rental Space. Signs must conform with all applicable
municipal ordinances and regulations.

18. ACCESS TO RENTAL SPACE

The Landlord shall have access to the Rental Space on reasonable notice to
the Tenant to (a) inspect the Rental Space (b) make necessary repairs,
alterations, or improvements, (c) supply services, and (d) show it to
prospective buyers, mortgage lenders, contractors or insurers.

The Landlord may show the Rental Space to rental applicants at reasonable
hours on notice to the Tenant within 6 months before the end of the Term.

The Landlord may enter the Rental Space at any time without notice to the
Tenant in case of emergency.

19. FIRE AND OTHER CASUALTY

The Tenant shall notify the Landlord at once of any fire or other casualty
in the Rental Space. The Tenant is not required to pay Rent when the Rental
Space is unusable. If the Tenant uses part of the Rental Space, the Tenant must
pay Rent pro-rata for the usable part.

If the Rental Space is partially damaged by fire or other casualty, the
Landlord shall repair it as soon as possible. This includes the damage to the
Rental Space and fixtures installed by the Landlord. The Landlord need not
repair or replace anything installed by the Tenant.

Either party may cancel this Lease if the Rental Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the parties
cannot agree, the opinion of a contractor chosen by the Landlord and the Tenant
will be binding on both parties.

This Lease shall end if the Rental Space is totally destroyed. The Tenant
shall pay Rent to the date of destruction.

If the fire or other casualty is caused by the act or neglect of the Tenant
or the Tenant's employees, the Tenant shall pay for all repairs and all other
damage.

20. EMINENT DOMAIN

Eminent domain is the right of a government to lawfully condemn and take
private property for public use. Fair value must be paid for the property. The
taking occurs either by court order or by deed to the condemning party. If any
part of the Rental Space is taken by eminent domain, either party may cancel
this lease on 30 days notice to the other. The entire payment for the taking
shall belong to the Landlord. The Tenant shall make no claim for the value of
this Lease for the remaining part of the Term.

21. SUBORDINATION TO MORTGAGE

In a foreclosure sale all mortgages which now or in the future affect the
Building have priority over this Lease. This means that the holder of a mortgage
may end this Lease on a foreclosure sale. The Tenant shall sign all papers
needed to give any mortgage priority over this Lease. If the Tenant refuses, the
Landlord may sign the papers on behalf of the Tenant.

22. TENANT'S CERTIFICATE

At the request of the Landlord, the Tenant shall sign a certificate stating
that (a) this Lease has not been amended and is in effect, (b) the Landlord has
fully performed all of the Landlord's agreements in this Lease, (c) the Tenant
has no rights to the Rental Space except as stated in this Lease, (d) the Tenant
has paid all Rent to date, and (e) the Tenant has not paid Rent for more than
one month in advance. The Certificate shall also list all the property attached
to the Rental Space owned by the Tenant.

23. VIOLATION, EVICTION, RE-ENTRY AND DAMAGES

The Landlord reserves a right of re-entry which allows the Landlord to end
this Lease and re-enter the Rental Space if the Tenant violates any agreement in
this Lease. This is done by eviction. Eviction is a court procedure to remove a
tenant. Eviction is started by the filing of a complaint in court and the
service on a tenant of the complaint and a summons to appear in court. The
Landlord may also evict the Tenant for any other cause allowed by law. After
obtaining a judgment for possession and compliance with the warrant of removal,
the Landlord may re-enter and take back possession of the Rental Space. If the
cause for eviction is non-payment of Rent, notice does not have to be given to
the Tenant before the Landlord

files a complaint. If there is any other cause to evict, the Landlord must give
to the Tenant the notice required by law before the Landlord files a complaint
for eviction.

The Tenant is liable for all damages caused by the Tenant's violation of
any agreement in this Lease. This includes reasonable attorney's fees and costs.
The rights and remedies of the Landlord under this Lease are not intended to be
inclusive but as additional to all other rights and remedies allowed to the
Landlord by law.

After eviction the Tenant shall pay the unpaid Rent for the Term or until
the Landlord re-rents the Rental Space, if sooner. If the Landlord re-rents the
Rental Space for less than the Tenant's Rent, the Tenant shall pay the
difference until the end of the Term. The Tenant shall not be entitled to any
excess resulting from the re-renting. The Tenant shall also pay (a) all
reasonable expenses incurred by the Landlord in preparing the Rental Space for
re-renting and (b) commissions paid to a broker for finding a new tenant.

24. NOTICES

All notices given under this Lease must be in writing. Each party must
accept and claim the notices given by the other. Unless otherwise provided by
law, they may be given by (a) personal delivery, or (b) certified mail, return
receipt requested. Notices shall be addressed to the Landlord at the address
written at the beginning of this Lease and to the Tenant at the Rental Space.

25. NO WAIVER

The Landlord's failure to enforce any agreement in this Lease shall not
prevent the Landlord from enforcing the agreement for any violations occurring
at a later time.

26. SURVIVAL

If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.

27. END OF TERM

At the end of the Term the Tenant shall (a) leave the Rental Space clean,
(b) remove all of the Tenant's property, (c) remove all signs and restore that
portion of the Rental Space on which they were placed, (d) repair all damage
caused by moving, and (e) return the Rental Space to the Landlord in the same
condition as it was at the beginning of the Term except for normal wear and
tear.

If the Tenant leaves any property in the Rental Space, the Landlord may (a)
dispose of it and charge the Tenant for the cost of disposal, or (b) keep it as
abandoned property.

28. BINDING

This Lease binds the Landlord and the Tenant and all parties who lawfully
succeed to their rights or take their places.

29. FULL AGREEMENT

The parties have read this Lease. It contains their full agreement. It may
not be changed except in writing signed by the Landlord and the Tenant.

SIGNATURES

The Landlord and the Tenant agree to the terms of this Lease by signing
below. If a party is a corporation, this Lease is signed by its proper corporate
officers and its corporate seal is affixed.

Witnessed or attested by: /s/ David Schleicher 6/28/06 [SEAL]
--------------------------------
Landlord

/s/ Diane Solenco [SEAL]
------------------------------- --------------------------------
As to Landlord Landlord

/s/ Boaz Leshem [SEAL]
--------------------------------
Tenant

/s/ Diane Solenco [SEAL]
------------------------------- --------------------------------
As to Tenant Tenant