INDENTURE OF LEASE made as of March 30, 2004 by and between RAYMOND HUNICKE, LLC , a Connecticut limited liability company (hereinafter ?Lessor?) and ROLLER BEARING COMPANY OF AMERICA, INC. , a Delaware corporation (hereinafter ?Lessee?)

Exhibit 10.8

INDENTURE OF LEASE made as of March 30, 2004 by and between RAYMOND HUNICKE, LLC , a Connecticut limited liability company (hereinafter “Lessor”) and ROLLER BEARING COMPANY OF AMERICA, INC. , a Delaware corporation (hereinafter “Lessee”).

WITNESSETH:

In consideration of the mutual promises, covenants and agreements herein contained and in consideration of the rents hereinafter reserved, Lessor does hereby let to Lessee, and Lessee does hereby take and lease from Lessor the demised premises hereinafter described for commercial use upon all of the terms, promises, covenants and agreements hereinafter set forth.

1.             Description of Demised Premises .

1.1           The premises subject to this lease are real property and a commercial building located thereon containing approximately 41,395 square feet, situated at 102 Willenbrock Road, Oxford, CT, all as more particularly described in Exhibit A attached hereto and made a part hereof.

1.2           The premises referred to in paragraph 1.1 hereof, together with any land improvements such as grading and paving, are referred to hereafter as the “Demised Premises”.

2.             Term .

2.1           The initial term of this lease (the “Initial Term”) shall commence on July 1, 2004 (the “Commencement Date”).  Lessor shall deliver the Demised Premises to Lessee on the Commencement Date totally vacant, with all building systems in good working order and the roof in watertight condition.  The Initial Term shall continue for a period of ten (10) years and three (3) months thereafter (ending September 30, 2014), at a rental as computed under the terms this lease.  Notwithstanding anything to the contrary herein, if Lessor fails to deliver the Demised Premises on the Commencement Date to Lessee totally vacant, with all building systems in good working order and the roof in watertight condition, Lessee shall have the right to terminate this lease by providing written notice to Lessor, effective on the date of Lessee’s termination notice.

2.2           Notwithstanding anything to the contrary herein, during the first three (3) months of the Lease Term, Lessee shall not be required to pay the Fixed Annual Rental as defined in Section 3.1 hereof, but shall be required to pay, as additional rent, all utilities, taxes, insurance premiums and expenses set forth in this lease.

2.3           Lessee shall have two (2), five (5)-year options to extend this lease upon the same terms and conditions as are set forth herein except as to rent which shall be as set forth in Section 3.5.  Lessee shall exercise the options herein granted by notice in writing to Lessor given no later than one hundred eighty (180) days prior to the expiration of the lease term or option period then expiring.  The “Term” shall mean the Initial Term as may be extended by the foregoing option periods, unless sooner terminated pursuant to the terms hereof.

3.             Rent .

3.1           Lessee shall pay to Lessor, at Lessor’s address shown in Article 37, or at such other address as Lessor may from time to time designate in writing to Lessee, a fixed annual rental (the “Fixed Annual Rental”) in accordance with the Rental Schedule set forth below (the “Rental Schedule”), payable in equal consecutive monthly installments of one-twelfth (1/12) of said Fixed Annual Rental. Each such monthly installment shall be due and payable in advance on the first day of each calendar

month during the Term of this Lease. Lessee shall, upon the execution of this Lease, pay to Lessor the rental for the first month of the Lease.

3.2           The Rental Schedule is set forth below:

3.3           Lessee has deposited with Lessor as security for Lessee’s performance under this Lease an amount equal to one month’s Fixed Annual Rental hereunder (the “Security Deposit”), such sum to be held by Lessor until the expiration of the Term unless otherwise used by Lessor to cure Lessee defaults under this lease in accordance with Article 30 below.  The Security Deposit shall not bear interest. If Lessee shall not be in default under this lease beyond the expiration of any notice and cure period on the last day of the Term, Lessor shall return to Lessee the balance of the Security Deposit within fifteen (15) days.  In the event of a sale of the Demised Premises, Lessor shall transfer the Security Deposit to the buyer provided the buyer accepts such transfer, or return the Security Deposit to Lessee, and in either case Lessor shall thereupon be released from all liability for the return of the Security Deposit.  Lessor shall notify Lessee of such transfer in writing, in which case Lessee shall look solely to the buyer for the return of the Security Deposit.

3.4           Lessee has deposited with Lessor the first month’s Fixed Annual Rental monthly payment.

3.5           Fixed Annual Rental for each option period shall be the greater of the rental being paid for the Lease Term (or Option Term) immediately preceding or adjusted as of the first day of the option period based upon the consumer price index (“CPI”) then in effect compared to the CPI in effect as of the initial date of this Lease (or the initial date of the first option period), subject however, to a maximum annual CPI increase of five percent (5%) for the first option period or for the second option period.  The CPI used shall be the Wage Earners and Clerical Workers Index, all items, U.S.

4.             Taxes and Assessments .

4.1           Lessee shall, as additional rent, pay and discharge punctually, as and when the same shall become due and payable without penalty, all assessments, water rents, rates and charges, sewer rents and charges, and other governmental impositions and charges of every kind and nature whatsoever, special and several, extraordinary as well as ordinary, and each and every installment thereof, which shall or may during the Term be charged, laid, levied, assessed, imposed, become due and payable, or become liens upon the Demised Premises or any part thereof and all improvements thereon, or any appurtenances or equipment owned by Lessee or any sublessee thereon or therein or any part thereof, under or by virtue of all present or future Legal Requirements (collectively, “Taxes”). “Legal Requirements” shall mean all laws, ordinances, requirements, orders, directions, rules or regulations of the federal, state, county and city governments and of all other governmental authorities whatsoever. Nothing herein contained, however, shall require Lessee to pay any municipal, state or federal income taxes assessed against Lessor or any municipal, state or federal capital, estate, succession, inheritance or transfer taxes of Lessor.  Lessee shall upon submission of a billing therefor with a copy of the applicable Tax bill(s) attached, pay to Lessor within thirty (30) days of receipt of such billing any Taxes that are not billed directly to Lessee. Lessee shall have the right to apply for the conversion of any assessment for local improvements in order to cause the same to be payable in annual installments and Lessee shall pay the assessment in installments if permitted to do so by the taxing authority. Lessee shall, within ten (10) days after the time above provided for the payment by Lessee of any tax, assessment, water, rent, rate and charge, sewer rent, and

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other governmental imposition and charge, produce and have available to Lessor for inspection official receipts and other satisfactory evidence of such payment at the Lessee’s principal office during Lessee’s normal business hours, subject to Lessee’s reasonable confidentiality requirements.

4.2           Except as otherwise provided in paragraph 4.1, all Taxes that shall become payable during each of the calendar or fiscal years, as the case may be, in which the Term commences and in which the Term terminates, shall be apportioned and Lessee shall pay a share of same in accordance with the portions of each such year during which the Term shall be in effect.

4.3           Lessee shall have the right to contest or review by legal proceedings, or in such other manner as it may deem suitable (which, if instituted, Lessee shall conduct promptly at its own expense, and free of any expense to Lessor, and if necessary, in the name of Lessor) any Tax. Nevertheless, Lessee shall promptly pay all Taxes if at any time the Demised Premises or any part thereof shall be in danger of being forfeited or lost. The full amount recovered as a result of such review or proceedings shall belong solely to Lessee.

4.4           Lessee shall be liable for and shall pay or cause to be paid before delinquency all taxes levied or assessed against trade fixtures, equipment, furnishings, merchandise and other personal property of whatsoever kind and to whomsoever belonging situate or installed in or upon the Demised Premises whether or not affixed to the realty, provided however, Lessee shall have the same power of contest or review of the same as is accorded in paragraph 4.3.

5.             Quiet Enjoyment .

5.1           Lessor covenants with Lessee that it has good right to lease the Demised Premises in the manner aforesaid, that the Demised Premises are free and clear of all encumbrances except as specified in Exhibit A , and that it will suffer and permit the Lessee (it keeping all the covenants on its part, as hereinafter contained) to occupy, possess, and enjoy said premises during the Term aforesaid, without hindrance or molestation from it or any person claiming by, from or under it.

6.             Fire and Extended Coverage Insurance .

6.1           During the Term of this lease Lessee shall keep all present and future buildings, improvements and fixtures on, in, or appurtenant to the Demised Premises and all improvements thereon adequately insured against loss or damage by fire, the perils including in Extended Coverage, vandalism and malicious mischief, explosion by boiler and other causes, rent insurance, flood and war risk insurance if the same becomes available at reasonable rates during the Term of this lease. Each policy of insurance shall name Lessor and Lessee and People’s Bank as insureds, as their respective interests may appear under this Lease, and shall be placed with companies qualified to do business in the state of Connecticut. Each policy shall be in an amount equal to the full replacement value of the property so insured. Lessee shall at Lessor’s request furnish Lessor with certificates of all of the foregoing policies. Such policies shall be endorsed from time to time to show the interest of any mortgagee of the Demised Premises. Lessee shall insure that each such policy shall provide that the same may not be cancelled or reduced without thirty (30) days’ written notice to Lessor and any mortgagee of the Demised Premises whose name and address have been given to Lessee in writing.

7.             Public Liability Insurance .

7.1           It is further agreed that Lessee shall, at its own expense, during the entire Term of this lease, carry owner’s and lessee’s general liability and property damage insurance covering the Demised Premises and Improvements thereon with limits of $2,000,000 for personal injury and

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$1,000,000 for property damage, the policies for the same to be written in standard forms; and Lessee shall name Lessor as a named insured therein and deliver certificates of said policies to Lessor, but if such policies in such amounts may not be commercially reasonably available, Lessee shall use reasonable diligence to procure such insurance coverage as shall nearly approximate such coverage. Lessee covenants and agrees to assume exclusive control of the Demised Premises, and all tort liabilities incident to the control or leasing thereof, to defend and to save Lessor harmless from all claims or damage arising on account of any injury or damage to any person or property on said premises or otherwise resulting from the use and maintenance and occupancy of the premises or anything on said premises or facility kept or used thereon.

8.             Utilities .

8.1           Lessee shall pay all electricity, water, gas, fuel, and all other utilities consumed at the Demised Premises during the Term. Lessor represents and warrants that all necessary utilities, including without limitation water, sewer, gas, electricity, and heat are available and separately metered to the Demised Premises.

9.             Compliance with Laws and Ordinances .

9.1           Lessee further covenants to comply with and to conform to all Legal Requirements and Insurance Underwriting requirements applicable to the Demised Premises.  Lessee agrees to save Lessor harmless from all fines, penalties or costs for violation of or noncompliance with the same, except as such is the result of a condition pre-existing the Commencement Date.  Lessee may contest by due legal proceedings any Legal Requirement in good faith and may defer compliance during the period of such contest to the extent permitted under such Legal Requirements.

10.           Assignment - Sublease .

10.1         Lessee may not, without the written consent of Lessor (not to be unreasonably withheld, conditioned or delayed), assign this lease or sublease all or any part of the Demised Premises. Any such assignment or sublease approved by Lessor shall not release Lessee from liability hereunder and Lessee shall remain jointly and severally liable with such assignee or sublessee for performance under this Lease unless expressly waived in writing by Lessor.  Notwithstanding anything to the contrary herein, Lessee may, without the prior notice to or consent of Lessor, assign this lease or sublease all or any part of the Demised Premises to: (i) an entity controlled by, controlling or under common control with Lessee, or in which Lessee owns a legitimate, substantial and material interest for a legitimate purpose; or (ii) an entity acquiring or succeeding to substantially all of the business, or substantially all of a business unit, of Lessee, by merger, spin-off, reorganization, consolidation, acquisition (of assets or equity) or otherwise.  For this purpose “control” shall mean the possession of the power to direct or cause the direction of the management and policies of such entity through the ownership of a sufficient percentage of voting securities.

11.           Default .

11.1         Lessee shall be in default under this lease if:

(a)           Lessee shall be in default in the payment of any rent or additional rent for a period of fifteen (15) days after receipt of written notice thereof from Lessee specifying the default; or

(b)           Lessee shall be in default in the performance of any other term, covenant or condition of this lease and such default has not been cured within thirty (30) days after notice by Lessor to

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Lessee specifying such default and requiring it to be remedied, or where such default cannot reasonably be remedied within such period of thirty (30) days, if Lessee shall not have, in good faith, commenced the remedying thereof within such period of time and shall not be proceeding with due diligence to remedy it; or

(c)           Lessee becomes insolvent, files for bankruptcy (or is involuntarily placed in bankruptcy) under the laws of the United States, makes an assignment of all its assets for the benefit of creditors or is placed in receivership and said receiver, insolvency or bankruptcy proceedings has not been discharged ninety (90) days after such proceedings are instituted.

11.2         Subject to the provisions of paragraph 11.1, if Lessee shall be in default under this Lease, Lessor, at its option, may terminate this lease without further notice to Lessee, and upon such termination, Lessee shall quit and surrender the Demised Premises to Lessor, but such termination shall not affect Lessor’s rights to recover damages or exercise any other rights as hereinafter provided.

11.3         Upon termination of this lease as aforesaid, Lessor may (i) re-enter and resume possession of the Demised Premises and remove all persons and property therefrom either by summary process proceedings or by a suitable action or proceeding, at law or in equity, or by force or any other legal means, without being liable for any damages therefor and (ii) Lessor may relet the whole or any part of the Demised Premises on behalf of Lessee for a period equal to, greater or less than the remainder of the then Term of this Lease, at such rental and upon such terms and conditions as Lessor shall deem reasonable, provided however, that Lessor shall make a bona fide effort to obtain fair market rental, to any lessee it may deem suitable and for any use and purpose it may deem appropriate. Lessor shall not be liable, providing it is acting in good faith, in any respect for the failure to relet the Demised Premises, or, in the event of such reletting, for failure to collect the rent thereunder and any sums received by Lessor on a reletting in excess of the rent reserved in this lease, shall belong to Lessor.

11.4         Upon the termination of this lease as aforesaid, Lessor shall forthwith be entitled to recover from Lessee all damages sustained by Lessor as a result of Lessee’s default, including, but not limited to, the following items:

(a)           If the annual rent provided for in paragraph 3.1, 4.1, 4.2, 4.3 and 4.4 exceed the net sum received by Lessor on any reletting, the amount of such excess as and when same become due and payable.

(b)           All expenses of operating the Demised Premises while they are vacant; all expenses, including reasonable attorneys’ fees, incurred by Lessor in recovering possession of the Demised Premises and reletting the same; and all costs of performing any work to be done by Lessee under this lease.

(c)           Broker’s commission at the then established rate incurred in good faith by Lessor, but limited to the unexpired term only.

11.5         Lessor and Lessee hereby expressly waive their right to a trial by jury in any action brought by either party.

11.6         If Lessor shall neglect or fail to perform or observe any of the covenants on the part of Lessor herein contained, and such default shall continue more than thirty (30) days, without Lessor having commenced the remedy of said default, after written notice of such default is duly given by Lessee, or if Lessor shall fail to continue to conclusion the action necessary to remedy said default with diligence and dispatch, then Lessee may either itself cause such default to be made good and deduct the

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cost and expense thereof from the next succeeding installments of rent, it being understood and agreed that the exercise of said right by Lessee or the exercise by Lessee of a right or option under any other provision of this lease shall not preclude or limit the right of the lessee to exercise any other option or any other rights that it may have under this lease or by law.

11.7         Upon the correction of any default, this lease shall be deemed to be in full force and effect.

11.8         If any party brings an action or proceeding involving the Demised Premises to enforce the terms hereof or to declare rights hereunder, the Prevailing Party (as defined below) in any such proceeding, action, or appeal therefrom, shall be entitled to reasonable attorneys’ fees.  Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment.  The term “Prevailing Party” shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or the abandonment by the other party of its claims or defense.  The attorneys’ fees award shall not be computed in accordance with any court fee schedule but shall be such as to fully reimburse all attorneys’ fees reasonably incurred.

12.           Termination .

12.1         At the expiration or sooner termination of this lease, Lessee shall quit and surrender the Demised Premises, and the improvements on said premises (excluding Lessee’s Property (as defined below)) shall belong absolutely to Lessor and Lessee shall promptly remove all of Lessee’s Property. “Lessee’s Property” shall mean all of Lessee’s trade fixtures, furniture, equipment and supplies, including without limitation racking, moveable partitions, panels, generators and computers provided or installed by or for the benefit of Lessee. At Lessor’s option, however, Lessee at its cost shall remove all improvements on the Demised Premises made by Lessee and return the Demised Premises to substantially the condition existing at the commencement of this lease, reasonable wear and tear excepted and subject to Articles 23 and 24 below, and except that Lessee need not remove such improvements to the Demised Premises as have been previously reviewed by and approved by Lessor.  Improvements made by Lessee to create office space within the Demised Premises and changes made to the HVAC systems to accommodate Lessee’s improvements will become the property of Lessor on the termination of this lease. Lessee shall have the right to remove Lessee’s Property at any time during the Term.

13.           Subordination .

13.1         Lessor shall be under no obligation to subordinate its fee interest in favor of any leasehold mortgage or otherwise except at Lessor’s sole discretion.  Lessee is aware of the mortgage on the property in the original face amount of $1,700,000.00.  Prior to the Commencement Date, at Lessor’s cost Lessor shall cause the current mortgagee to enter into a recordable subordination and non-disturbance agreement among the mortgagee, Lessor and Lessee which states, among other things, that so long as Lessee is not in default hereunder beyond the expiration of any applicable notice and cure period, it will not disturb Lessee of its rights under this lease and will not join Lessee as a defendant in any proceeding that may be instituted to foreclose or enforce the mortgage.  Lessee shall have the right to terminate this lease if Lessor defaults under this Section 13.1; time is of the essence hereunder.

13.2         Lessee agrees upon the written request of Lessor to subordinate all of its leasehold rights under this lease to the right of any institutional or private first mortgage lender upon such terms as such lender may reasonably request provided that such lender agrees in a recordable writing entered into among lender, Lessor and Lessee that, so long as Lessee is not in default hereunder beyond the expiration of any applicable notice and cure period, it will not disturb Lessee of its rights under this

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lease and will not join Lessee as a defendant in any proceeding that may be instituted to foreclose or enforce the mortgage.

14.           Annual Rent to be Net to Lessor .

14.1         It is the intention of the parties hereto that the annual rent payable to Lessor pursuant to paragraph 3 hereof shall be net to Lessor so that this lease shall yield to Lessor said annual rent specified in said paragraph 3 during the Term of this lease, and, to the extent specifically set forth herein, that all costs, expenses and obligations relating to the Demised Premises shall be paid by Lessee.

15.           Liability of Lessor .

15.1         Lessor, its agents, servants and