LEASE

Exhibit 10.61

LEASE

        THIS LEASE is made and entered into on this 27th day of April, 2004, by and between Roost Leasing, LLC, whose address is 23614 Progress, Sturgis, Michigan (“Landlord”), and Classic Manufacturing, Inc., whose address is 21900 West US-12, Sturgis, Michigan (“Tenant”).

WITNESSETH:

        1.         Leased Premises; Term .    Landlord leases to Tenant, and Tenant hires from Landlord, on the terms and subject to the conditions contained herein, the building located at 21900 West US-12, Sturgis, Michigan, and the real estate to which it is affixed, as identified on Exhibit A which is attached hereto, together with all apparatus, equipment, fittings, hot water heaters, and fixtures whatsoever now owned or hereafter acquired by Landlord and used or procured for use in connection with the operation and maintenance of such building and real estate (all of which are collectively referred to herein as the “Premises”), for a term of Ninety-six (96) months beginning on _____________, 2004, and ending on _______________, 2012, unless sooner terminated as provided herein (the “Term”). This Lease shall be subject, however, to encumbrances, conditions, covenants, easements, restrictions and rights-of-way, whether or not of record, affecting the Premises, to such matters as might be disclosed by inspection or survey and to zoning ordinances and other laws, ordinances and regulations applicable to the Premises, all of such that are known by Landlord are set forth at Exhibit A hereto.

        2.         Base Rent.

                         (a)         Tenant shall pay to Landlord, as rent for the Term, monthly installments of rent to be determined in accordance with the provisions of subparagraph (b) below. Each monthly installment shall he payable in advance, without notice or demand, and without any setoff, abatement, deduction, reduction or counterclaim of any kind; on or before the first day of each calendar month during the Term at such place as the Landlord shall from time to time designate.

                         (b)         During the first twelve months of the Term, the monthly installments of Base Rent shall be Twelve Thousand Dollars ($ 12,000). Upon the first anniversary of the commencement of the Term, and upon each anniversary thereafter, the Base Rent shall be adjusted. All adjustments shall be cumulative and shall be based upon any increase in the Index. “Index” means the Consumer Price Index of the Bureau of Labor Statistics, United States Department of Labor (CPI-U), All Items Index for All Urban Consumers U.S. City Average (1982-84 = 100), or any replacement therefor. If the Index shall cease to be published, a reasonable substitute index shall replace it for purposes of this Lease. The adjusted monthly installments of Base Rent for the twelve months succeeding any adjustment shall be the product found by multiplying the amount of the monthly installment of Base Rent due for the month just prior to adjustment times a fraction, the numerator of which shall be the Index number indicated in the column for “all items” in the month immediately preceding the adjustment and the denominator of which shall be such Index number for the month and year used in the numerator of the previous adjustment (or for the month immediately preceding commencement of the Term, as the case may be); provided, however, that in no case shall monthly Base Rent, or Base Rent as adjusted, ever be reduced. Following each such adjustment, the term “Base Rent,” as used in the Lease, shall mean Base Rent as most recently adjusted. If at the beginning of any Lease Year adjusted Base Rent shall not have been calculated, Tenant shall continue paying the Base Rent previously in effect on a timely basis. Upon notification by Landlord of the adjusted Base Rent, Tenant shall immediately pay Landlord the difference between Base Rent paid and that which would have been due had adjusted Base Rent been calculated and shall thereafter continue paying monthly installments of adjusted Base Rent.

                         (c)         Payments received from Tenant shall be applied by Landlord as follows: first, to any unpaid late charge; second, to accrued interest; third, to other charges due and unpaid; fourth, to Additional Rent; and fifth, to Base Rent.

        3.         Additional Rent .    All sums in addition to Base Rent due to be paid to Landlord under the terms of this Lease shall constitute Additional Rent. All Additional Rent shall be due and payable immediately upon demand.

        4.         Use of Premises .    Tenant shall use and occupy the Premises for manufacturing purposes and for no other purpose, except with Landlord’s prior written consent.

        Tenant shall not use the Premises, or permit the Premises to be used, for the doing of any act or thing that constitutes a violation of any law, order, ordinance, or regulation of any government authority or that may be dangerous to life or limb; nor shall Tenant in any manner deface or injure the Premises, or permit any objectionable noise or odor or any hazardous material or contaminant to be emitted or spilled, or permit anything to be done on the Premises tending to create a health hazard or nuisance or to disturb others or to injure the reputation of the Premises.

        Tenant shall receive the Premises from Landlord in compliance with (a) all laws, ordinances, orders or regulations affecting the Premises or its use or occupancy or, any alterations Tenant has made to the Premises, and (b) the recommendations of any insurance company, inspection bureau or similar agency, and shall, at Tenant’s expense, maintain such compliance.

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        Tenant shall not (either with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active or other hazardous substances or materials. Tenant shall not allow the storage or use of such substances or materials in any manner not sanctioned by law or by reasonable standards prevailing in the industry for the storage and use of such substances or materials, nor allow to be brought into the Premises any such materials or substances except to use in the ordinary course of Tenant’s business, and then only after written notice is given to Landlord of the identity of such substances or materials. Without limitation, hazardous substances and materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local law and the regulations adopted under these acts. In addition, Tenant shall execute affidavits, representations and the like from time to time at Landlord’s request concerning Tenant’s best knowledge and belief regarding the presence of hazardous substances or materials on the Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease against any liability resulting from any release of hazardous substances or materials on the Premises while Tenant is in possession, or caused by Tenant or persons acting under Tenant.

        5.         Condition of Premises .    Except as otherwise provided herein, Tenant’s entry into possession shall constitute conclusive evidence against Tenant that the Premises were in good order and satisfactory condition and suitable for the purposes for which they are leased at the time of entry. Neither Landlord nor Landlord’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected or any other portion of the Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant has inspected the Premises, is thoroughly acquainted with their condition, and agrees to take the same “as is.”

        6.         Possession .    If possession of the Premises shall for any reason not be delivered to Tenant on the date above fixed for the commencement of the Term, this Lease shall nevertheless continue in full force and effect, and no liability whatsoever shall arise against Landlord out of any delay other than the abatement of rent, at the rate of one-thirtieth (1/30) of the monthly installment of the Base Rent for each day of delay, until possession of the Premises is delivered to Tenant; provided, however, that the Lease shall be null and void if possession is not delivered within three months of the date fixed for commencement of the Term. If Tenant shall take possession of all or any part of the Premises before the date fixed above for commencement of the Term, such possession shall be governed by the provisions of this Lease, except that Tenant shall pay Landlord, as rent, one-thirtieth (1/30) of the monthly installment of the Rent for each day of the period of such occupancy, which rent shall be apportioned according to the area of the Premises actually occupied by Tenant. Neither the Term nor any other provision of this Lease shall be affected by Tenant’s prior occupancy, which shall occur only with the written permission of the Landlord.

        It is expressly understood that Tenant’s obligation to pay rent shall commence on the date possession of the Premises is delivered to Tenant, and no liability, by abatement of rent or otherwise, shall arise against Landlord as a result of delays in occupancy caused by decoration or other work on the Premises done by or at the request of Tenant, under this Lease or any other agreement.

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        7.         Maintenance and Repair .    Tenant shall, at its expense, in every way place, keep and maintain the Premises, and each component of the Premises other than the HVAC systems, the costs of any replacements thereto being shared equally between Landlord and Tenant, and all of tenant’s property upon the Premises, in a good and clean operating condition. Tenant’s obligations shall include, but not necessarily be limited to, roadway, parking, landscaping, exterior and structural maintenance, reconstruction and repairs (including all necessary replacements), the replacement of broken glass and the repair and maintenance (including all, necessary replacements) of the interior portions and components of the Premises, such as the walls, ceiling, heating, air conditioning, electrical, plumbing, dust collecting and sprinkler systems, any building security system and other interior components. Landlord shall be given notice of and Tenant’s plan for any major repair or replacement undertaken. Tenant shall also at its expense remove snow, ice, and rubbish from the Premises. If, despite the provisions of this Lease, a spill or emission of contaminants or hazardous materials should occur on the Premises, and without limiting Landlord’s right to declare a default because of such an occurrence, Tenant shall promptly notify Landlord and the appropriate governmental agencies and immediately take whatever steps may be necessary to clear up the spill or emission, protect the public health and the environment, and assure it does not happen again.

        8.         Floor Load .    Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot it was designed to carry and is permitted by law. Landlord acknowledges that Tenant’s current use of the Premises is in full compliance with the provisions of this paragraph.

        9.         Alterations .

                         (a)         Except as required by Section 7 above, Tenant shall not, without the prior written consent of Landlord, make any alterations, improvements, or additions to the Premises. If Tenant desires to make any alterations, improvements, or additions to the Premises, Tenant shall first submit to Landlord plans and specifications therefor and obtain Landlord’s written approval thereof. Landlord shall not withhold or delay its approval of any non-structural alterations unless Tenant’s proposal would be detrimental to the long-term value of the Premises. Any such approved alterations, improvements, or additions shall be made at Tenant’s sole expense with such contractor or contractors as shall be approved by Landlord. Unless otherwise directed by Landlord in writing, no alterations, improvements, additions or physical changes made by Tenant shall be removed by Tenant from the Premises at the termination of this Lease. All alterations, improvements, additions or physical changes left on the Premises at the end of the Term shall become Landlord’s property.

                         (b)         Tenant shall, before making any approved alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval therefor and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord, and Tenant agrees to carry and will cause Tenant’s contractors and subcontractors to carry such worker’s compensation, general liability, personal and property damage insurance as Landlord may require.

        10.         Covenant against Liens .    Nothing in this Lease shall authorize Tenant to, and Tenant shall not, do any act which will in any way encumber the title of Landlord in and to the Premises, nor shall the interest or estate of Landlord in the Premises be in any way subject to any claim whatsoever by virtue of any act or omission of Tenant. Any claim to a lien upon the Premises arising from any act or omission of Tenant shall be valid only against Tenant and shall in all respects be subordinate to the title and rights of Landlord, and any person claiming through Landlord, in and to the Premises. Tenant shall remove any lien or encumbrance on its interest in the Premises within 10 days after it has arisen; provided, however, that Tenant may in good faith contest any such item if it posts a bond or other adequate security with Landlord.

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        11.         Indemnification; Tenant’s Property .

                         (a)         Except as otherwise prohibited by law, Landlord shall not be liable for any damage, either to person or property, sustained by any person not due directly to the act or omission of Landlord. Tenant shall indemnify and hold Landlord harmless from and against any and all liabilities, obligations, damages, penalties, claims, costs and expenses, including reasonable attorneys’ fees, paid or incurred as a result of or in connection with Tenant’s use or occupancy of the Premises, any breach by Tenant, Tenant’s agents, contractors, employees, customers, invitees, or licensees, of any covenant or condition of this Lease, or the carelessness, negligence or improper conduct of the Tenant, Tenant’s agents, contractors, employees, customers, invitees or licensees. Tenant’s liability under this Lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, customer, invitee or licensee of any subtenant. In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon written notice from Landlord, will, at Tenant’s expense, resist or defend such action or proceeding by counsel approved by Landlord in writing.

                         (b)         Tenant shall bring or keep property upon the Premises solely at its own risk, and Landlord shall not be liable for any damages thereto or any theft thereof. Tenant shall maintain a policy of insurance with a responsible insurance company satisfactory to Landlord against risk of loss from any cause whatsoever to all such property and to all of Tenant’s alterations, improvements or additions to the Premises, to the full extent off their replacement cost, which policy of insurance shall contain a clause or endorsement under which the insurer waives, or permits the waiver by Tenant of, all right of subrogation against Landlord, and its agents, employees, customers, invitees, guests, or licensees, with respect to losses payable under such policy, and Tenant hereby waives all right of recovery which it might otherwise have against Landlord, and its agents, employees, customers, invitees, guests, or licensees, for any damage to Tenant’s property which is (or by the terms of this Lease is required to be) covered by a policy of insurance, notwithstanding that such damage may result from the negligence or fault of Landlord, or its agents, employees, customers, invitees, guests, or licensees. Any deductible amount included in such policy shall be treated as though it were recoverable under the policy.

        12.         Assignment