Business Property Lease

EXHIBIT 10.1

M.D. PROPERTIES

Business Property Lease

THIS LEASE is entered into this 7th day of January, 2004 , between M.D. Properties, L.L.C. , Landlord, and Gabriel Technologies,   LLC, Tenant.

PREMISES

1.   Landlord leases to Tenant at 4538 South 140th Street, 68137, Omaha, Douglas County. Nebraska. (the "Premises"), containing approximately 10,356 square feet of’ area as shown on Exhibit "A", on the following terms and condition.

TERM

2.   This lease shall be for a term of 62 months , beginning on the first day of February, 2004   and the work as hereinafter defined have been completed to Tenant’s reasonable satisfaction by January 31, 2004, subject to Landlord’s completion of punch list items described in Exhibit "C", and ending on the 28th   day of February, 2009 , unless terminated earlier as provided in this Lease.

If for any reason the Premises are delivered to Tenant on   any date before or after the term commencement date, rental for the period between the date of possession and the term commencement date shall be adjusted on a pro rata basis. Such earlier or later taking of possession shall not change the termination date of this Lease. This Lease shall not be void or voidable in the event of a late delivery by Landlord, nor shall Landlord be liable to Tenant for any resulting loss or damage.

USE OF PREMISES

3.   The Premises are leased to Tenant, and are to be used by Tenant, for the purpose of office, service and warehouse incidental to Tenant’s business which is the selling, fulfilling and keying of specia1ized locking systems and for no other purpose. Tenant   agrees to use the Premises in such a manner as to not interfere with the rights of other tenants in the Real Estate, to comply with all applicable governmental laws, ordinances, and regulations in connection with its use of the Premises, to keep the Premises in a clean and sanitary condition, and to use all reasonable precaution to prevent waste, damage, or injury to the Premises.

RENT

4.(a)   Base Rent. The total Base Rent under this Lease is Two Hundred   Sixty Nine Thousand, Two Hundred Fifty Six   and 00/100 Dollars ($269,256.00) . Tenant agrees to pay rent to Landlord at 10612 Bondesson Circle, Omaha, NE 68122 , or at any other place Landlord may designate in writing, in lawful money of the United States, in monthly installments in advance, on the first (lay of each month, in the following chart, which includes additional rental costs:

Amortization:

(b)   Operating Expenses . In addition to the Base Rent, Tenant shall pay a pro rata share of operating expenses of the real estate of which the Premises are part, parking areas, and grounds ("Real Estate"). "Operating expenses" shall mean all costs of’ maintaining and operating the Real Estate, including but not limited to all taxes and special assessments levied upon the Real Estate, fixtures, and personal property used by Landlord at. the Real Estate, all insurance costs, all costs of labor, material and supplies for maintenance, repair, replacement, and operation of the Real Estate, including but not limited to line painting, lighting, snow removal, landscaping, cleaning, depreciation of machinery and equipment used in such   maintenance, repair and replacement, and management costs, including building superintendents. Operating Expenses shall not: include property additions and capital improvements to the real estate, alterations made for specific tenants, depreciation of the Real Estate, debt: service on long-term debt: or income taxes paid by Landlord.

"Tenant’s pro rata share" shall mean the percentage (determined by dividing the square feet of the Premises as shown in Paragraph 1, by the square feet of building area of the Real Estate, as defined by the American National Standard published by Building Owners and Managers Associations which at the date hereof is agreed to be 29,708 square feet.

Tenant’s pro rata share of the Operating Expenses shall be determined on an annual basis for each calendar year ending on December 31 and shall be pro rated for the number of months Tenant occupied the Premises if Tenant did not occupy the Premises the full year. Tenant shall pay $1,078.75 Dollars per month, including February and   March, 2004, during the period of waived base rental, on the first of each month in advance with rent for Tenant’s estimated pro   rata share of the Operating Expenses, Landlord may change this amount at any time upon written notice to Tenant. At the end of each year, an analysis of the total year’s Operating Expenses shall be presented to Tenant and Tenant shall pay the amount, if any, by which the Tenant’s pro rata share of the Operating Expenses for the year exceeded the amount of the Operating Expenses paid by Tenant. Tenant shall pay any such excess charge to the Landlord within thirty (30) days after receiving the statement. In the event this Lease terminates at any time other than the last day of the year the excess Operating Expenses shall be determined as of the date of termination. Upon termination of this Lease, any overpayment of Operating Expenses by Tenant shall be applied to the amounts due Landlord from Tenant under this Lease and any remaining overpayment shall be refunded to Tenant. Tenant may have the right, to audit expenses.

(c)   Payment   of Rent. Tenant agrees to pay the Base Rent as and when due, together with Tenant’s share of the Operating Expenses and all other’ amounts required to be paid by Tenant under this Lease. In the event of nonpayment of any amounts due under this Lease, whether or not designated as rent, Landlord shall have all the rights and remedies provided in this Lease or by law for failure to pay rent.

(d)   Late Charge . If the Tenant fails to pay the Base Rent together with the Tenant’s share of the Operating Expenses and all other amounts required to be paid by Tenant under this Lease, on or before the third day after such payments are due, Tenant agrees to pay Landlord a late charge of 5% of the base rental amount for each month the payment: is late.

(e)   Security Deposit . As partial consideration for the execution of the Lease, the Tenant has delivered to Landlord the sum of $4,315.00 as a Security Deposit. The Security Deposit will be returned to Tenant at the expiration of this Lease if Tenant has fully complied with all covenants and conditions of   this Lease.

SERVICES

5.   Tenant shall pay when due, all water, gas, electricity, sewer use fees, incurred at or chargeable to the Premises.

ASSIGNMENT OR   SUBLEASE

6.   Tenant shall not assign this Lease or sublet the whole or any part of the Premises, transfer this Lease by operation of law or otherwise, or permit any other person except agents and employees of Tenant to occupy the Premises, or any part thereof without the prior written consent of Landlord. Landlord may consider the following in determining whether to withhold consent: (a) financial responsibility of the new Tenant, (b) identity and business character of the new tenant, (c) nature and legality of the proposed use of the Premises.

Landlord shall have the right to assign its interest, under this Lease or the rent reserved hereunder.

TENANT’S IMPROVEMENTS

7.   Tenant shall have the right to place partitions and fixtures and make improvements or other alterations in the interior of the Premises at its own expense. Prior to commencing any such work, Tenant shall first obtain the written consent of Landlord for the proposed work. Landlord may, as a condition to its consent, require that the work be done by Landlord’s own employees and/or under Landlord’s supervision, but at the expense of   Tenant, and that Tenant give sufficient security that the Premises will be completed free and clear of liens and in a manner satisfactory to Landlord. Any new Tenant improvements done by Landlord will include a one year warranty for material and labor. Upon termination of this Lease, at Landlord’s option, Tenant will repair and restore the Premises to its former condition, at Tenant’s expense, or any such improvements, additions, or alterations installed or made by Tenant, except Tenant’s trade fixtures, shall become part of the Premises and the property of the Landlord. Tenant may remove its trade fixtures at the termination of this Lease provided Tenant is not then in default and provided further that Tenant repairs any damage caused by such removal.

REPAIRS

8.   Landlord agrees to maintain in good condition, and repair as necessary the foundations, exterior walls and the roof of the Premises.

Tenant agrees that it will make, at its own cost. and expense, all repairs and replacements to the Premises not required to be made by Landlord, including, but not limited to, all interior and exterior doors, door frames, windows, plate glass, and the heating, air conditioning, plumbing and electrical systems servicing the Premises. Tenant agrees to do all redecorating, remodeling, alteration, and painting required by it during the term of the Lease at its own cost   and expense, to pay for any repairs to the Premises or the Real Estate made necessary by any negligence or carelessness of Tenant or any of its agents or employees or persons permitted on the Real Estate by Tenant, and to maintain   the Premises in a safe, clean, neat, arid sanitary condition. Tenant shall be entitled to no compensation for inconvenience, injury, or loss of business arising ‘from the making of any repairs by Landlord, Tenant or other tenants to the Premises or the Real Estate.

CONDITION OF PREMISES

9.   Except as provided herein, Tenant agrees that no promises, representations, statements, or warranties have been made on behalf of Landlord to Tenant respecting the condition of the Premises, or the manner of operating the Real Estate, or the making of any repairs to the Premises. A walk thru will be made before taking possession of the Premises. Tenant will acknowledge that the Premises were in good and satisfactory condition when possession was taken, except for punch list items, which will be noted. Tenant shall, at the termination of this Lease, by lapse of time or otherwise, remove all of Tenant’s property and surrender the Premises to Landlord in as good condition as when Tenant took possession, normal wear excepted. Additionally, Landlord will construct or install in the Premises the improvements according to the work letter attached hereto, marked Exhibit "B" and "C", and by this reference made a part hereof.

PERSONAL PROPERTY AT RISK OF TENANT

10.   All personal property in the Premises shall be at the risk of Tenant only. Landlord shall not be liable for any damage to any property of Tenant or its agents or employees in the Premises caused by steam, electricity sewage, gas or odors, or from water, rain, or snow which may leak into, issue or flow into the Premises from any part of the Real   Estate, or from any other place, on for any damage done to Tenant’s property in moving same to or from the Real Estate or the Premises. Tenant shall give Landlord, or its agents, prompt written notice of any damage to or defects in water pipes, gas or warming or cooling apparatus in the Premises.

LANDLORD’S RESERVED RIGHTS

11.   Without notice to Tenant, without liability to Tenant for damage or injury to properly, person or   business, and without effecting an eviction of Tenant or a disturbance of Tenant’s use or possession or giving rise to any claim for setoff or abatement of rent, Landlord shall have the right to:

(a)   Change the name or street address of the Real Estate.

(b)   Install and maintain signs on the Real Estate.

(c)   Have access to all mail chutes according to the rules of the United States Post Office Department.

(d)   At reasonable times, to decorate, and to make, at its own expense, repairs, alterations, additions, and improvements, structural or otherwise, in or to the Premises, the Real Estate, or part thereof, and any adjacent building, land, street or alley, and during such operations to take into and through the Premises or   any part of the Real Estate all materials required, and to temporarily close or suspend operation of entrances, doors, corridors, elevators, or other facilities to do so; provided that Landlord shall not interfere with Tenant’s business operations.

(e)   Possess passkeys to the Premises for emergency access during non-normal business hours.

(f)   Show the Premises to prospective tenants at reasonable times, during the last six (6) months of the Lease.

(g)   Take any and all reasonable measures, including inspections or the making of repairs, alterations, and additions and improvements to the Premises or to the Real Estate, which Landlord deems necessary or’ desirable for the safety, protection, operation, or preservation of’ the Premises or the Real Estate.

(h)   Approve all sources furnishing signs, painting, and/on lettering to the Premises, and approve all signs on the Premises prior to installation thereof.

(i)   Landlord will warrant HVAC systems for the first 12 months of the initial lease term.

INSURANCE

12.   Tenant shall not use or occupy the Premises or any part thereof in any manner which could invalidate any policies of insurance now or hereafter placed on Real Estate or increase the risks covered by insurance on the Real Estate or necessitate additional insurance premiums or policies of insurance, even if such use may be in furtherance of Tenant’s business purposes. In the event any policies of insurance are invalidated by acts or omissions of Tenant, Landlord shall have the right to terminate this Lease or, at Landlord’s option, to charge Tenant for extra insurance premiums required on the Real Estate on account of the increased risk caused by Tenant’s use and occupancy of the