EXHIBIT 10(2) CONFIDENTIAL PORTIONS OMITTED

 

Microsoft Word 10.0.4219;

 

 

                                                               EXHIBIT 10(2)

 

                          CONFIDENTIAL PORTIONS OMITTED

 

    LEGEND: [**] REPRESENTS CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY

            WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST

            FOR CONFIDENTIAL TREATMENT

 

                                TABLE OF CONTENTS

 

                                 Lease Agreement

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                                                                                Page

 

<C>                                                                               <C>

1.       Premises and Preparation .............................                   1

 

2.       Term .................................................                   1

 

3.       Use ..................................................                   1

 

4.       Basic Rent ...........................................                   1

 

5.       Additional Rent ......................................                   2

 

6.       Security Deposit .....................................                   4

 

7.       Services to be Provided by the Landlord ..............                   4

 

8.       Landlord's Title .....................................                   6

 

9.       Assignment and Subletting ............................                   6

 

10.      Untenantability ......................................                   7

 

11.      Signs ................................................                   8

 

12.      Alterations ..........................................                   8

 

13.      Use of the Premises ..................................                   8

 

14.      Repairs ..............................................                   10

 

15.      Eminent Domain .......................................                   11

 

16.      Rights Reserved to Landlord ..........................                   11

 

17.      Substitution of Premises .............................                   12

 

18.      Holding Over .........................................                   12

 

19.      Notice and Payments ..................................                   12

 

20.      Default by Tenant ....................................                   12

 

21.      Default by Landlord ..................................                   13

 

22.      Liability Insurance ..................................                   14

 

23.      Waiver of Subrogation ................................                   14

 

24.      Indemnify and Hold Harmless ..........................                   14

 

25.      Offset Statements ....................................                   15

 

26.      Liens ................................................                   15

 

27.      Hazardous Materials ..................................                   16

 

28.      Brokers ..............................................                   17

 

29.      Exculpation...........................................                   18

 

30.      Miscellaneous ........................................                   18

 

31.      Americans with Disability Act of 1991.................                   20

 

32.      Rules and Regulations.................................                   20

 

33       Additional Provisions ................................                   21

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                                 LEASE AGREEMENT

 

         The parties to this Lease Agreement ("Lease"), entered into effective

the 26th day of January, 2005, between MFB Financial ("Landlord") and Mellinger

Financial Services, Inc., an Indiana corporation ("Tenant"), hereby agree as

follows:

         1. PREMISES AND PREPARATION.

         The Landlord hereby leases to the Tenant and the Tenant leases from the

Landlord, subject to all of the terms and conditions hereinafter set forth,

office space as shown on the space plan attached hereto as "Exhibit A"

containing 15,440 square feet of usable space combined with the load factor of

5.5% equates with 16,290 square feet of rentable space (the "Premises") in the

office building which is commonly known as MFB Plaza, located at 4100 Edison

Lakes Parkway, Mishawaka, Indiana in St. Joseph County (the "Building").

         2. TERM. The term of the Lease of the Premises shall be 84 months

commencing on or about May 1, 2005 and ending April 30, 2012, subject to the

renewal options specified in Exhibit "B" hereto. If the commencement date of

this Lease is other than the 1st day of the month, then the term of this Lease

shall be extended through the last day of the final month.

         3. USE. The Premises shall be occupied and used by the Tenant for

general office use and financial services, including variable products, trust

and banking services. However, notwithstanding the foregoing, Tenant shall not

use any portion of the Premises in a manner which would be generally consistent

with the operation of a branch banking office, and will not provide teller

services consistent with a traditional banking facility. Without limiting the

generality of the foregoing, Tenant shall not hold itself out as operating a

"bank" on the Premises.

         4. BASIC RENT. [Confidential material omitted from this section and

filed separately with the Securities and Exchange Commission pursuant to a

request for confidential treatment is represented by the symbol [**]. ] The

Tenant shall pay to the Landlord as basic minimum rent $ [**], per month for 84

months, which is $ [**] per square foot or annual basic rent of $ [**] in

advance, on the first day of each calendar month during the term of this Lease

(the "Basic Rent"). The basic Rent together with the "Additional Rent" as

defined in paragraph 5 hereof are referred to hereinafter as "Rental". Tenant

hereby agrees to pay the Rental monthly to Landlord at Landlord's building

management office or at such other location as Landlord may designate from time

to time, without demand. In the event of a partial month at the beginning of the

term of this Lease, the Rental shall be prorated on the basis of a thirty (30)

day month. Any portion of the Rental or other charges not paid when due shall

bear a delinquency service charge equal to five (5%) percent of such

delinquency. All Rental and other charges payable by Tenant pursuant to the

terms of this Lease shall be payable without relief from valuation or

appraisement laws.

         5. ADDITIONAL RENT. [Confidential material omitted from this section

and filed separately with the Securities and Exchange Commission pursuant to a

request for confidential treatment is represented by the symbol [**]. ]

         A. In addition to the Basic Rent, Tenant shall pay, as Additional Rent,

Tenant's Percentage of the Operating Cost for the Building in any calendar year.

"Tenant's Percentage" is defined as the quotient of (1) the number of rentable

square feet in the Premises (16,290 rsf) divided by (2) the number of rentable

square feet in the Building (14,309 rsf), which equates to a Tenant Percentage

of Fourteen and Twenty-Five One Hundredths Percent (14.25%). The projected share

of operating costs for Tenant's premises calendar year 2005 are $ [**] or $ [**]

per square foot. In addition, the operating costs paid by the Tenant shall not

exceed $ [**] per square foot during the initial two years of this Lease.

Thereafter, the Operating Costs Tenant shall be required to pay hereunder shall

not increase more than [**] ([**]%) per year, compounded annually, computed

based on the actual Operating Costs incurred during the second (2nd) full

calendar year of this Lease.

         B. "Operating Costs," as that term is used herein, shall consist of all

operating costs of the Building, which shall be computed on an accrual basis as

required by federal banking regulations (except in the event in of a change in

the ownership of the Building such that the Building is no longer owned or

controlled by Landlord or any division, subsidiary, affiliate or person or

entity related to or affiliated in any way with Landlord, in which case the

computation shall be converted to a cash basis) in accordance with generally

accepted accounting principles consistently applied and shall consist of all

costs and expenses incurred by Landlord to maintain all facilities used in the

operation of the Building and its environs of every kind and nature which

Landlord shall pay or become obligated to pay because of or in connection with

the ownership and operation of the Building, (but not specific costs which are

separately billed to and paid or reimbursed by specific tenants) including, but

not limited to, the following:

i)Wages, salaries,  fringe benefits,  costs, payroll taxes,  unemployment 

compensation payments,  workmen's

compensation  insurance  premiums  and other  related  expenses of all

employees directly engaged in the operation,  maintenance and security

of the  Building;  costs of building  employee  uniforms  and cleaning

thereof;  the  costs of fair  rental  value of a  Building  management

office;  management  fees  payable by  Landlord  (excluding  brokerage

commissions  for leasing) if  management of the Building is contracted

to a third party;

ii)                      All supplies and materials used in the operation,

                         cleaning and maintenance of the Building and all of its

                         machinery and equipment;

iii)                     Costs of utilities, including water and power for

                         heating, lighting, air conditioning and ventilating the

                         entire Building (including all common and service

                         areas), fuel adjustment charges, sewer use charges and

                         any utility taxes;

iv)                      Costs of all management, maintenance and service

                         agreements for the Building and the equipment therein,

                         including, without limitation, alarm service, trash

                         removal, window cleaning and elevator maintenance;

v)                       Accounting costs, including the costs of audits by

                         certified public accountants, pertaining solely to the

                         management and operation of the Building;

vi)                      Costs of all insurance, including, without limitation,

                         fire, casualty, liability and rental value insurance

                         applicable to the Building and Landlord's personal

                         property used in connection with the operation and

                         maintenance of the building;

vii)                     Costs of repairs, replacements and general maintenance

                         of the Building and each part thereof excluding

                         repairs, replacements and general maintenance paid by

                         proceeds of insurance or by Tenant or by other third

                         parties, and alterations attributable solely to other

                         Tenants of the Building;

viii)                    Snow removal, landscaping and any and all other common

                         area maintenance costs related to public areas,

                         including sidewalks and landscaping on the Building's

                         site;

ix)                      Amortization of capital improvements made to the

                         Building subsequent to the commencement date of this

                         Lease which may be required by governmental authorities

                         or which will improve the operating efficiency of the

                         Building resulting in a reduction of Operating

                         Expenses;

x)                       Personal property taxes, real property taxes, water and

                         sewer rents, fees or charges paid to any not for profit

                         organization or other association for the maintaining

                         Edison Parkway and/or the common areas in the Edison

                         Lakes Corporate Park.

xi)                      Any additional direct costs and expenses of operation

                         and maintenance of the Building which Landlord

                         reasonably determines it would have paid or incurred

                         during the applicable calendar year if the Building had

                         been fully occupied.

 

         C. Landlord may estimate the Operating Cost for the Building for any

calendar year. Tenant's Percentage of the Operating Costs, as defined above at

14.25% of said Operating Costs, shall be payable in monthly installments with

each Rental payment date for such calendar year. Within a reasonable period of

time after the end of such calendar year, Landlord shall render to Tenant a

statement of the actual Operating Cost for such calendar year and a computation

of Tenant's share of the amount by which the actual Operating Cost exceeds the

estimated Operating Cost (the "Excess Operating Cost"), if any. Within fifteen

(15) days thereafter, Tenant shall pay to Landlord Tenant's share of the Excess

Operating Cost. If the computation shows that a refund is due Tenant, such

amount shall be credited by Landlord against the next Rental payment due.

         6. SECURITY DEPOSIT. None Required.

         7. SERVICES TO BE PROVIDED BY THE LANDLORD. The Landlord shall provide

the following services to the Premises during reasonable business hours:

         A. Janitorial services for customary cleaning in and about the Premises

which are generally consistent with the services described on Exhibit "D"

hereto, on each business day, except legal banking holidays. The Tenant may not

provide any janitorial service of its own without the Landlord's prior written

consent, which consent shall not be unreasonable withheld, and then only subject

to such additional conditions as the Landlord may reasonably impose.

         B. Heat and air conditioning to provide, in the Landlord's judgment,

comfortable occupancy, within government regulations, of the Premises under

normal business operations daily from 7:00 a.m. to 6:00 p.m. Monday through

Friday, legal banking holidays excepted. Wherever heat-generating machines or

equipment are used or business operations are conducted in the Premises which,

in the judgment of the Landlord, affect the temperature otherwise maintained by

the air conditioning system, similar to other class A buildings, the Landlord

reserves the right to modify said system, including the installation of

supplementary air conditioning units in the Premises, and the cost and expense

of operation and maintenance thereof shall be paid by the Tenant to the

Landlord.

         C. Water from city mains, drawn through fixtures installed by the

Landlord for drinking, lavatory, and toilet purposes, including a reasonable

amount of hot water.

         D. Automatic passenger elevator services in common with other Tenants

at all times.

         E. Electrical wiring system in the Premises for standard electrical

receptacles and lighting fixtures. Such electricity will be used only for normal

equipment and accessories. Replacement lighting tubes, lamps, bulbs, and

ballasts required for the overhead lighting fixtures in the Premises will be

installed at the Tenant's expense. The Landlord reserves the right to provide a

separate meter for the Premises and to require the Tenant to pay for its use of

electricity billed to such meter in lieu of including the cost of electricity in

the operating expenses.

         F. Snow-removal services for the outside parking facilities, related

driveways, and sidewalks at all reasonable times.

         G. Lavatories for the use of Tenant's employees and invitees in common

with other Tenants in the building.

         In the event Landlord shall fail to provide the above services for more

than ten (10) consecutive business days, Tenant shall be entitled to terminate

this Lease upon thirty (30) days prior written notice by Tenant to Landlord, if,

but only if, such services do not recommence during such thirty (30) day notice

period. It is understood and agreed that the cost of Landlord providing any of

the above services shall be included in the "Operating Costs" hereunder of which

Tenant shall pay its Percentage as Additional Rent pursuant to paragraph 5,

above. The Landlord does not warrant that any of the services above mentioned

will be free from interruptions caused by repairs, renewals, improvements,

alterations, strikes, lockouts, accidents, inability of the Landlord to obtain

fuel or supplies, or any other cause beyond the reasonable control of the

Landlord. Any such interruption of service will not constitute an eviction or

disturbance of the Tenant's use and possession of the Premises, or any part

thereof, or render the Landlord liable to the Tenant for damages, or relieve the

Tenant from performance of the Tenant's obligations under this Lease. The

Landlord will use reasonable efforts to promptly remedy any situation which has

interrupted such services.

         8. LANDLORD'S TITLE. The Landlord's title is and always shall be

paramount to the title of the Tenant, and nothing contained herein authorizes

the Tenant to do any act which may encumber the title of the Landlord. This

Lease is subject and subordinate to all ground and underlying leases, and to all

mortgages which may now or hereafter affect such ground and underlying leases,

or the real property or Building, of which the Premises form a part, and to all

renewals, modifications, consolidations, replacements, and extensions thereof,

and to all advances made or hereafter to be made on the security of any such

mortgages. Provided, however, that notwithstanding the foregoing, the mortgagee

may recognize this Lease and, in the event of a foreclosure sale under such

mortgage or conveyance by deed in lieu of foreclosure, this Lease shall continue

in full force and effect at the option of such mortgagee or purchaser under any

such foreclosure sale or deed in lieu thereof. The Tenant covenants and agrees

that it will, upon the written request of such mortgagee or such purchaser,

attorn thereto and execute, acknowledge, and deliver any instrument that has for

its purposes and effect subordination of this Lease to said mortgage.

                  9. ASSIGNMENT AND SUBLETTING.

         A. Except as provided in an Agreement to Assign Leasehold of even date

herewith entered into by and between Landlord, Tenant and Northwestern Mutual

Life Insurance Company ("NML"), the Tenant may not assign or transfer all or any

part of its rights and interests under this Lease, and may not sublet or permit

the use and occupancy of all or any part of the Premises, to or by a third party

without the prior written consent of the Landlord. Landlord acknowledges that

Tenant receives rent from Financial Representatives. The Landlord's consent

under this sub-paragraph shall be in its absolute discretion and subject to such

conditions as the Landlord may impose. If the Landlord grants its consent, then

all consideration paid or to be paid by such third party, including any amounts

in excess of the rent due under this Lease, shall be paid directly to the

Landlord, and the Tenant shall be responsible to the Landlord for any such

consideration and the rent and other monies due under this Lease.

         B. The Landlord may transfer and assign, in whole or in part, all of

its rights and obligations under this Lease and in the Building and related real

estate. After such transfer or assignment, the Landlord named in this Lease will

have no further liability to the Tenant under this Lease for the obligations

assumed by the assignee or transferee.

         10. UNTENANTABILITY. If the Premises or the Building is made

untenantable by fire or other cause, the Landlord may elect (a) to terminate

this Lease as of the date of such casualty by notice to the Tenant within thirty

(30) days after that date, or (b) to repair all damages to the Premises or the

Building so that the same shall be restored to such condition as existed

immediately prior to such damage. If the Landlord elects to terminate this

Lease, the rent shall be abated on a per diem basis and be paid to the date of

the fire or casualty. If the Landlord elects to restore the Premises and

Building, such restoration shall be completed with reasonable promptness. If the

Premises are unusable during such restoration, or if the Tenant is reasonably

required to close its operation while such repairs are made, the rent shall

abate from the date of such event during such period of repair while such

operations have ceased and the Premises are completely closed. If the Tenant

continues to operate on the Premises during such repairs, but is unable to use a

substantial portion thereof, then the rent shall be prorated in the proportion

which the area of unusable leased space bears to the total Premises for the

period that said space is unusable. The Landlord will not be liable for business

losses to the Tenant by reason of damage to the Premises. If such

untenantability is caused by the fault of the Tenant, there will be no

apportionment or abatement of rent. Notwithstanding anything contained in this

paragraph to the contrary, if the Premises is not or cannot be made tenantable

within one hundred and eighty (180) days after said damage for any reason

whatsoever, the Tenant may terminate this Lease.

         11. SIGNS. Tenant shall pay for all signs related to the Tenant's use

of the Premises. No sign, advertisement, or notice may be inscribed, painted, or

affixed on any part of the outside or inside of the Premises or building by the

Tenant except on the doors of the Premises leased by the Tenant and on the

directory board, and then at the Tenant's expense and only of such color, size,

style, and material as is specified by the Landlord in writing. The Landlord

reserves the right to remove all other signs at the expense of the Tenant. At

the expiration of the lease term, the Tenant shall remove its signs from such

doors. Notwithstanding the foregoing, Tenant shall be entitled to install and

maintain, at its sole cost and expense, a lighted sign on the exterior of the

Premises, subject to the prior approval of the Landlord, which approval shall

not be unreasonably withheld.

         12. ALTERATIONS. No alterations or additions may be made and no

fixtures may be affixed to the Premises or the Building without prior written

consent of the Landlord, which consent shall not be unreasonably withheld. All

such alterations, additions, and fixtures, except the Tenant's trade fixtures

and business machines, shall be and remain the property of the Landlord unless

otherwise agreed in writing by the Landlord. If at any time, including at the

termination of the Lease Term, Tenant removes any sign satellite dish, antennae

or other equipment from the Building or the Premises, Tenant shall, at its sole

cost and expense, immediately repair all damage caused either by the

installation or removal of such sign and/or equipment and restore the Building

and the Premises to the condition which existed prior to the installation

thereof. All such removal and repair shall be subject to the prior approval of

the Landlord.

13. USE OF THE PREMISES. The Tenant (a) shall occupy and use the Premises during

the

term for the purposes specified in Paragraph 3, above, and none other; (b) may

not make or permit any use of the Premises which, directly or indirectly, is

forbidden by public law, ordinance, or government regulations or which may be

dangerous to life, limb, or property, or which may invalidate or increase the

premium cost of any policy of insurance carried on the building or covering its

operations; (c) may not obstruct or use for storage or for any purpose other

than ingress and egress the sidewalks, entrances, courts, corridors, vestibules,

halls, elevators, and stairways of the Building; (d) may not make or permit any

noise or odor that is objectionable to other occupants of the Building to

emanate from the Premises, may not create or maintain a nuisance thereon, may

not disturb, solicit, or canvass any occupant of the building, and may not do

any act tending to interfere with the quiet enjoyment of their leased space in

the Building by other Tenants, or to injure the reputation of the Building; (e)

may install an antennae or satellite dish on the roof at Tenant's sole expense,

provided that such antennae or satellite dish is for Tenant's use only, and

provided further that Landlord shall have the right to approve in advance of

installation by Tenant the size, weight, location and method of installation of

Tenant's antennae, satellite dish or other equipment, which approval shall not

be unreasonably withheld; (f) may not place, or permit to be placed, any article

of any kind on the window ledges or on the exterior walls and may not throw, or

permit to be thrown or dropped, any article from any window of the Building; (g)

may not attach additional locks or similar devices to any door or window and,

upon the termination of this Lease or of the Tenant's possession, shall

surrender all keys to the Premises and shall explain to the Landlord all

combination locks on safes, cabinets, and vaults; (h) shall be responsible for

locking the doors and closing the transoms and windows in and to the Premises;

(i) may not install any blinds, shades, awnings, or other form of inside or

outside window covering or window ventilators or similar devices without the

prior written consent of the Landlord (which consent shall not be unreasonably

withheld with respect to interior items, but such consent being in Landlord's

sole and exclusive discretion as to exterior items); (j) may not overload any

floor, shall route and locate safes and other heavy articles as the Landlord may

direct, shall bring safes, furniture, and all large articles through the

Building and onto the Premises at such times and in such manner as the Landlord

directs and at the Tenant's sole risk and responsibility; (k) may not install in

the Premises any equipment which uses a substantial amount of electricity

without the advance written consent of the Landlord, which consent shall not be

unreasonably withheld, shall ascertain from the Landlord the maximum amount of

electrical current which can safely be used in the premises, taking into account

the capacity of the electrical wiring in the Building and the Premises and the

needs of other Tenants in the Building and, notwithstanding the Landlord's

consent to such installation, may not use more electricity than such safe

capacity; and (l) shall be responsible for the cost of modification,

installation, maintenance, repair, and additional operating and utility expenses

related to any supplementary air conditioning required by heat-generating

machines or equipment used by the Tenant.

         All persons entering or leaving the Building between the hours of 6:00

p.m and 8:00 a.m. Monday through Friday or any time Saturdays, Sundays, or

holidays, may be required to identify themselves to a watchman, by registration

or otherwise, and to establish their right to enter or leave the Building.

Provided further that nothing contained herein shall be construed to require the

Landlord to provide watchmen or other security agents on or about the Building.

The Landlord may exclude or repel any peddler, solicitor, or beggar. In addition

to all other liabilities for breach of any covenant of this Paragraph, the

Tenant shall pay to the Landlord, as additional rent hereunder, an amount equal

to any increase in insurance premiums caused by such breach. The violation of

any covenant of this Paragraph may be restrained by injunction without the

requirement of any bond.

         14. REPAIRS. The Tenant shall take good care of the Premises and the

fixtures therein and shall keep the Premises in good order, condition, and

repair at the Tenant's expense during the term of this Lease, including the

replacement of all interior broken glass. Exterior glass broken by the Tenant

will be replaced by Landlord, at Tenant's sole cost and expense and the Tenant

shall promptly pay the Landlord for the costs thereof as additional rent for

glass of the same size and quality. If the Tenant does not make necessary

repairs within a reasonable time and adequately, the Landlord may, but need not,

make such repairs and the Tenant shall promptly pay the Landlord for the costs

thereof as additional rent. On the expiration or early termination or

cancellation of this Lease, the Tenant shall surrender the Premises and the

Landlord's fixtures in as good condition as of the time of delivery to the

Tenant, subject to reasonable wear and tear. All injury to the building or

fixtures caused by moving of the Tenant in and out of the Building and any and

all breakage or any other injury whatsoever to the Building, fixtures or to the

property of any Tenants of the Building caused by the Tenant and any damage done

by water, steam, electricity, fire, or other substance to the Building or

fixtures, or to the property of other Tenants in the Building caused by the

Tenant may be repaired by the Landlord at the expense of the Tenant, and the

cost thereof shall become due and payable by the Tenant as additional rent upon

the delivery of a statement of such costs by the Landlord to the Tenant, or

mailing the same, postage prepaid, to the Tenant at its last known address.

         15. EMINENT DOMAIN. If the Building, or any portion thereof, which

includes a substantial part of the Premises or which prevents the operation of

the Tenant's business shall be taken or condemned by a competent authority for

any public use or purpose, the term of this Lease shall end upon, and not

before, the date when the possession of the part so taken shall be required for

such use or purpose. The Tenant may not share in the condemnation award, except

for its personal property and relocation awards, if any.

         16. RIGHTS RESERVED TO LANDLORD. The Landlord reserves all rights

incident to its ownership of the Building, including, but not limited to, the

right (a) to change the name or street address of the Building without notice or

liability, provided that Landlord reimburses Tenant for Tenant's reasonable

stationery and communication costs resulting from such change; (b) to install

and maintain signs on the exterior of the Building; (c) to approve all sources

furnishing sign painting and lettering, and drinking water, used on the

Premises; (d) if, during or prior to the termination of this Lease, the Tenant

vacates the Premises, to decorate, remodel, repair, alter, or otherwise prepare

the Premises for reoccupancy; (e) to have pass keys to the Premises; (f) to

exhibit the Premises during the last ninety (90) days of the lease term; and (g)

to take any and all measures, including inspections, repairs, alterations,

additions, and improvements to the Premises or to the Building as may be

necessary or desirable for the safety, protection, or preservation of the

Premises or the Building or the Landlord's interest therein, or as may be

necessary or desirable in the operation of the Building. The Landlord may enter

upon the Premises and may exercise any or all of the foregoing rights hereby

reserved without being deemed guilty of an eviction or disturbance of the

Tenant's use or possession and without being liable in any manner to the Tenant.

         17. INTENTIONALLY OMITTED.

         18. HOLDING OVER. In the event Tenant should remain in possession of

the Premises after expiration of the term of this Lease without execution by

Landlord and Tenant of a new Lease, then Tenant shall be deemed to be occupying

the leased Premises as a tenant at sufferance subject to all of the covenants

and obligations of this Lease and at a daily rental of twice the per diem rate

of rental provided hereunder computed on the basis of a thirty (30) day month.

Landlord, upon notice to Tenant, shall have the right to deem the continuing

occupancy of Tenant to constitute the creation of a month to month tenancy at a

monthly rental of twice the monthly rental provided hereunder, which month to

month tenancy shall continue until either party shall have given the other one

full calendar month's notice of an intention to terminate such month to month

tenancy.

         19. NOTICE AND PAYMENTS. Any notice which the Landlord may desire or be

required to give the Tenant shall be deemed sufficiently given or rendered if

delivered in writing to the Tenant personally or sent by certified or registered

mail, addressed to the Tenant at the Premises, return receipt requested, with a

copy to NML at the address specified for NML in the Agreement to Assign

Leasehold referred to in subparagraph A of paragraph 9, above. All payments to

the Landlord and any notice which the Tenant may desire or be required to give

the Landlord shall be deemed sufficiently given or rendered if delivered in

writing to the Landlord personally or sent certified or registered mail, return

receipt requested, addressed to the Landlord at MFB Financial, P.O. Box 528

Mishawaka, Indiana, 46546-0528 with a copy to Steven L. Hostetler, Esq., P.O.

Box 1210, Mishawaka, Indiana, 46546-1210, or at such other place as the Landlord

may, from time to time, designate in writing.

         20. DEFAULT BY TENANT. In the event of a default by the Tenant under

this Lease, the Landlord will have the following remedies:

         A. If any voluntary or involuntary petition or similar pleading under

any section of any bankruptcy law is filed by or against the Tenant or any

voluntary or involuntary proceedings in any court or tribunal is instituted to

declare the Tenant insolvent or unable to pay its debts and, in the case of an

involuntary petition or proceeding, if it is not dismissed with thirty (30) days

from the date it is filed, then the Landlord, at its election and without

further notice or demand and either with or without entry upon the Premises, may

forthwith cancel this Lease and be thereafter entitled to recover damages in an

amount equal to the present value of the rental obligation herein stated,

including increases in rent as provided in this Lease, less the fair rental

value for the Premises which it can obtain for the residue of the stated term.

         B. If the Tenant either fails to pay any rent or other monies owed to

the Landlord on the date it is due, or is otherwise in default of any of its

obligations or duties under this Lease, then the Landlord may enter into and

upon the Premises, or any part thereof, and repossess the same, with or without

terminating this Lease and without prejudice to any of its remedies for rent or

breach of covenant and may, at its option, terminate this Lease by giving

written notice of its election to do so or may, at its option, lease the

Premises, or any part thereof, as the agent of the Tenant, or otherwise. The

Tenant shall, without demand or further process of law, pay to the Landlord at

the end of each month during the full term of this Lease the difference between

the rent due the Landlord from the Tenant under this Lease, including any

increases in rent due under this Lease, and the net receipts, if any, being

received by the Landlord from the Premises (such net receipts to be calculated

by deducting from the gross receipts the expense incurred by the Landlord in

connection with the reletting of the Premises and performing the Tenant's

obligations hereunder). In the event the rent for reletting the Premises is

higher than the monthly rent under the term of this Lease, then such excess rent

shall belong to the Landlord and the Tenant will have no claim or right thereto.

         21. DEFAULT BY LANDLORD. If the Premises, or any part thereof, are at

any time subject to a mortgage, a deed of trust, or a similar lien instrument,

and this Lease or the rentals are assigned to such mortgagee, trustee, or

beneficiary, and the Tenant is given written notice thereof, including the post

office address of such assignee, then the Tenant may not terminate this Lease

for any default on the part of the Landlord without first giving written notice

by certified or registered mail, return receipt requested, to such assignee, to

the attention of the mortgage loan department, specifying the default in

reasonable detail, and affording such assignee a reasonable opportunity to make

performance at its election for and on behalf of the Landlord.

                  22. LIABILITY INSURANCE.

         A. Tenant shall, at all times, maintain Comprehensive General Liability

insurance covering all operations in which the Tenant is engaged with limits of

$1,000,000.00 Each Occurrence and an Aggregate limit of not less than

$1,000,000,00. In addition, the Tenant shall carry Automobile Liability

insurance covering any vehicles owned by or operated by the Tenant on the

Landlord's premises with limits of not less than $1,000,000.00 per accident. The

Tenant shall, at all times, carry Workers Compensation insurance covering the

Tenant's employees and any subcontractors engaged by the Tenant.

         B. Such insurance policy or policies shall name Landlord as an

additional insured and shall provide that they may not be cancelled on less than

thirty (30) days prior written notice to Landlord. Tenant shall furnish Landlord

with certificates of insurance evidencing such coverage. Should Tenant fail to

carry such insurance and furnish Landlord with certificates of insurance after a

request to do so, Landlord shall have the right to obtain such insurance and

collect the premium thereof from Tenant as additional rent.

23. WAIVER OF SUBROGATION. Each party hereby waives all claims for recovery

 from the other party for any loss or damage to any of its property insured

under valid and collectible insurance policies to the extent of any recovery

collectible under such Insurance, subject to the limitation that this waiver

shall apply when permitted by the applicable policy of Insurance.

         24. INDEMNIFY AND HOLD HARMLESS. Tenant agrees to indemnify landlord

for, and hold Landlord harmless from and against, all fines, suits, claims,

demands, liabilities and actions (including reasonable costs and expenses of

defending against such claims) resulting or alleged to result from any breach,

violation or non-performance of any covenant or condition hereof, or from the

use or occupancy of the Premises, by Tenant or Tenant's agents, employees,

licensees, or invitees and for any damage to person or property resulting from

any act, omission or negligence of Tenant or Tenant's agents, employees,

licensees or invitees, or any occupant of the Premises (but not any

trespassers), except as Landlord's own negligence may contribute thereto.

         Landlord agrees to indemnify Tenant for, and hold Tenant harmless from

and against, all fines, suits, claims, demands, liabilities and actions

(including reasonable costs and expenses of defending against such claims)

resulting or alleged to result from any breach, violation or non-performance of

any covenant or condition hereof by, or actions of, Landlord or Landlord's

agents, employees, or contractors (but not by, or actions of, any other tenant

of the Building or any agents, employees, licensees or invitees of any other

tenant of the Building), and for any damages to person or property resulting

from any act, omission or negligence of Landlord or Landlord's agents, employees

or contractors (but not by, or actions of, any other tenant of the Building or

any agents, employees, licensees or invitees of any other tenant of the Building

or any trespassers), except as Tenant's own negligence may contribute thereto.

                  25. OFFSET STATEMENTS. The Tenant agrees to any time and from

time to time, upon not less than twenty (20) days prior written request by the

Landlord, to execute, acknowledge, and deliver to the Landlord a statement in

writing certifying that this Lease is unmodified and in full force and effect

(or, if there have been modifications, stating the modifications, and that the

Lease, as so modified, is in full force and effect), the commencement and

termination dates of this Lease, that the Tenant has accepted the Premises, and

the date to which the rental and other charges have been paid in advance, if

any, and that the Tenant has no claims against the Landlord or offsets against

rent. It is intended that such statement may be relied upon by prospective

purchasers of the Landlord's interest in the land and building, or by a

mortgagee or assignee of any mortgage upon the Landlord's interest in the land

and building.

         26. LIENS. The Tenants may not do any act which in any way encumbers

the title of the Landlord in and to the Premises and the building, nor shall the

interest or estate of the Landlord in said Premises and building be in any way

subject to any claim by way of lien or encumbrance which exceeds $10,000.00,

whether by operation of law or by virtue of any expenses or implied contract by

the Tenant. The Tenant will not permit the Premises and the building to become

subject to any mechanics', laborers', or materialmen's liens in excess of

$10,000.00 on account of labor or material furnished, or claimed to have been

furnished, to the Tenant for or on the Premises and Building. As its election,

the Landlord may (but is not required to) remove or discharge such lien, or

claim for lien (with the right, in its discretion, to settle or compromise the

same), and any amounts advanced by the Landlord together with any attorney's

fees incurred by Landlord in connection therewith for such purpose shall be

additional rent immediately due from the Tenant to the Landlord, with interest

at the rate of eighteen (18%) percent per annum from the date of payment thereof

by the Landlord until paid by the Tenant.

                  27. HAZARDOUS MATERIALS. Tenant shall not cause or permit any

Hazardous Materials to be brought upon, kept or used in or about the Premises or

the real estate described in Exhibit "C" (the "Real Estate") by Tenant, its

agents, employees, contractors or invitees without the prior written consent of

Landlord, which consent shall not be unreasonably withheld as long as Tenant

demonstrates to Landlord's reasonable satisfaction that such Hazardous Material

is necessary or useful to Tenant's business and will be used, kept and stored in

a manner that complies with all laws regulating any such Hazardous Material so

brought upon or used or kept in or about the Premises or Real Estate. If Tenant

breaches the obligations stated in the preceding sentence, or if the presence of

Hazardous Material on the Premises or Real Estate caused or permitted by Tenant

results in contamination of the Premises or Real Estate or if contamination of

the Premises or Real Estate by Hazardous Material otherwise occurs for which

Tenant is legally responsible to Landlord for damage resulting therefrom, then

Tenant shall indemnify, defend and hold Landlord harmless from any and all

claims, judgments, damages, penalties, fines, costs, liabilities or losses

(including, without limitation, diminution in value of the Premises or Real

Estate, damages for the loss or restriction on use of rentable or usable space

or of any amenity of the Premises or Real Estate, damages arising from any

adverse impact on marketing of space in the Building, and sums paid in

settlement of claims, attorney's fees, consultants' fees and expert fees) which

arise during or after the lease term as a result of such contamination. This

indemnification of Landlord by Tenant includes, without limitation, costs

incurred in connection with any investigation of site conditions or any clean

up, remedial, removal or restoration work required by any federal, state or

local governmental agency or political subdivision because of Hazardous Material

present in the soil or ground water on or under the Real Estate. Without

limiting the foregoing, if the presence of any Hazardous Material on the

Premises or Real Estate caused or permitted by Tenant results in any

contamination of the Premises or Real Estate, Tenant shall promptly take all

actions, at its sole expense, as are necessary to return the Premises to the

condition existing prior to the introduction of any such Hazardous Material to

the Premises or Real Estate; provided that Landlord's written approval of such

actions shall be first be obtained, which approval shall not be unreasonably

withheld so long as such actions would not potentially have any material adverse

long term or short term effect on the Premises or Real Estate. The foregoing

indemnity shall survive the expiration or earlier termination of the Lease.

         As used herein, the term "Hazardous Material" means any hazardous or

toxic substance, material or waste, including, but not limited to, those

substances, materials and wastes defined or specified in 42 U.S.C Section 9601

et seq. and any similar state statute or local ordinance applicable to the Real

Estate as well as any rules and regulations promulgated, administered or

enforced by any governmental agency or authority pursuant thereto including any

subsequent amendments thereof.

         28. BROKERS. Tenant represents and warrants that it has not dealt with

any broker or agent in any negotiations for or the obtaining of this Lease,

other than Grubb & Ellis/Cressy & Everett Commercial Company, Inc. and

Prudential Dunfee Realtors ("Agents") and Tenant agrees to indemnify and hold

Landlord harmless from any and all costs or liability, including attorneys'

fees, for compensation claimed by any other broker or agent employed by it or

claiming to have been engaged by it in connection with this Lease. The parties

acknowledge that Agents have acted only as agent with respect to the procurement

and negotiation of this Lease, and agree that Agents shall not be responsible or

liable for any term, provision or condition of this Lease. If Agents are

entitled to a leasing commission in connection with the making of this Lease,

the same shall be paid by Landlord pursuant to a separate written agreement

between Landlord and Agents.

         29. EXCULPATION. Tenant's source of satisfaction of any of Landlord's

obligations hereunder shall be limited specifically to the Property.

                  30.  MISCELLANEOUS.

         A. The invalidity of any provision, clause, or phrase will not serve to

render the balance of this Lease ineffective or void.

         B. This Lease shall be binding upon and inure to the benefit of the

respective parties hereto, their heirs, executors, administrators, devisees,

successors, and assigns. Any reference to the Tenant or Landlord shall, for the

purpose of determining liability for property damage, personal injury, and the

like, be deemed to include the Tenant, the Landlord, his or her respective

agents, employees, servants, partners, independent contractors, licensees,

invitees, guests or visitors.

         C. This Lease supersedes and cancels all prior negotiations and

agreements whatsoever, and this Lease shall be amended only upon the joint

written agreement of the parties.

         D. Except as elsewhere herein expressly provided, all amounts owed by

the Tenant to the Landlord hereunder shall be deemed to be additional rent and

shall be deemed payable within ten (10) business days from the date the Landlord

renders a statement of account therefor to the Tenant and shall bear interest at

the rate of either eighteen (18%) percent per annum or the highest interest rate

allowed by law, whichever is less, until paid.

         E. Extension and Waiver. Time is of the essence in the performance of

all obligations provided for herein. Any party hereto may (1) extend the time

for the performance of any of the obligations or other acts of the other party

hereto, (2) waive any inaccuracies in the representations and warranties of any

other party contained herein or in any document delivered pursuant hereto,

and/or (3) waive compliance by any other party with any of the agreements or

conditions contained herein. However, no term or provision hereof shall be

deemed waived (and no breach shall be deemed consented to or excused) unless

such waiver, consent, or excuse shall be in writing and signed by the party

claimed to have excused, waived, or consented. Should any party consent, waive

or excuse a breach by any other party, such consent, excuse, or waiver shall not

constitute a consent to, waiver of, or excuse of any other or subsequent breach,

whether or not of the same kind as the original breach.

         F. Entire Agreement. This Lease contains the entire agreement between

the parties hereto with respect to the transactions contemplated herein and

supercedes all previous written or oral negotiations, commitments, and writings.

         G. Limitations on Rights of Third Parties. Nothing expressed or implied

in this Lease is intended or shall be construed to confer upon or give any

person other than the parties hereto any rights or remedies under or by reason

of this Lease or the transactions contemplated hereby.

             H. Construction. Words and phrases herein, including acknowledgment

hereof, shall be construed as in the singular or plural number, and as

masculine, feminine, or neuter gender according to the context.

         I. Governing Law. This Lease shall be construed and enforced in

accordance with the laws of the State of Indiana. The parties hereto agree that

the courts of the State of Indiana, located in St. Joseph County, Indiana, and

the United States District Court for the Northern District of Indiana shall have

the sole and exclusive jurisdiction over any litigation arising from this Lease

or related in any way to the transactions provided for herein. The parties

consent to the personal jurisdiction of those courts.

          J. All persons executing this Lease in a representative capacity

warrant that they have authority to execute this Lease and bind the entities

they purport to represent.

         K. Legal Counsel. Each Party hereto acknowledges and agrees that it has

been given the opportunity to consult with counsel and other advisors of its

choice, and having the opportunity to consult with such counsel and advisors,

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