Contract

COMMERCIAL LEASETHIS LEASE, is made and entered into this 27th day of June, 2005 by and betweenDon Witt, Inc. (hereinafter called “Landlord”), and Integrated ManagementInformation, Inc., with a mailing address of 601 Fourth Street, P.O. Box 1291,Platte City, MO 64079, (hereinafter called “Tenant”). ARTICLE I LEASED PREMISESSECTION 1.01. LEASED PREMISES.Landlord owns or controls the tract of land in the City of Platte City, Countyof Platte, and State of Missouri, described in Exhibit “A”, attached hereto andincorporated herein by reference. Said land, together with all buildings andimprovements now or hereinafter erected thereon, is located at 4th & Main,Platte City, MO 64079 (hereinafter called the “Building”).SECTION 1.02. COMMON AREAS.The term “Common Areas” shall be deemed to mean all areas, improvements, space,equipment and special services in or at the Building provided by Landlord forthe common or joint use and benefit of tenants of the Building, their officers,employees, agents, servants, customers and other invitees, including withoutlimitation all parking areas, driveways, entrances, exits, retaining walls,landscaped areas, pedestrian walkways, courts, access roads, stairs, downstairshallway, ramps and sidewalks, lot located next to the Building with an addressof 605 Fourth Street, Platte City, MO, maintenance buildings, and on-site signsidentifying the Building.SECTION 1.03 DESCRIPTION OF LEASED PREMISES.Landlord does hereby lease, demise and let unto the Tenant and Tenant herebyleases and rents from Landlord the premises now located on the second and thirdfloor of the Premises and common use of the downstairs hallway with othertenants totaling approximately 3,589 square feet (hereinafter called the “LeasedPremises”).SECTION 1.04. TERM.The initial term (the “Initial Term”) beginning July 15, 2005 and ending July15, 2006 of this Lease shall be one (1) year and shall automatically renewitself unless one party to the agreement gives the other party at least ninety(90) days notice prior to the expiration of the then term of the Lease. 50SECTION 1.06. RESERVATIONS.Landlord reserves to itself, the use of the roof, exterior walls and the areaabove and below the Leased Premises, together with the right and obligation toinstall, maintain, use, repair and replace pipes, ducts, conduits, wires andstructural elements leading through the Leased Premises and which serve otherparts of the Building. The use and occupation by the Tenant of the LeasedPremises shall include a revocable license to use in common with the othersentitled thereto, the common areas, as may be designated from time to time byLandlord, subject, however, to the terms and conditions of this lease and therules and regulations for the use thereof as prescribed from time to time by theLandlord. ARTICLE II RENTSECTION 2.01. FIXED MINIMUM RENT.During the first year of the Initial Term of this Lease, a fixed minimum rent(the “Minimum Rent”), is Thirty Five Thousand Eight Hundred Ninety and no/100Dollars ($35,890.00) payable in advance, on the first day of each and everymonth at the rate of Two Thousand Nine Hundred Ninety and 83/100 Dollars($2,990.83) per month.At the beginning of any Renewal Term the parties shall calculate the increase inrent which has been occasioned by the Consumer Price Index since the beginningdate of the previous term. If the increase since the beginning of the previousterm has been less than three and one-half percent (3 1/2%) per annum, theMinimum Rent at the beginning of the Renewal Term will be adjusted as though theConsumer Price Index adjustments during the previous term had been at the rateof three and one-half percent (3 1/2% per year.SECTION 2.02. ADDITIONAL RENT.In addition to the Minimum Rent, Tenant shall pay as additional rent (the”Additional Rent”), in the amount of Two Dollars ($2.00) per square foot ofleased premises, it being agreed in advance that the square footage leased byIntegrated Management Information, Inc. is Three Thousand Five Hundred EightyNine square feet (3,589 sq. ft.). It is further agreed that Tenant’s portion ofthe additional rent charges shall be Seven Thousand One Hundred Seventy Eightand no/100 Dollars ($7,178.00) per year payable Five Hundred Ninety Eight and16/100 Dollars ($598.16) per month based on sixty percent (60%) of the building.In the event the actual additional rent costs exceed the $2.00 per square footprice then the Landlord reserves the right to make an additional assessment forthe amount of the excess. Provided however, no additional charge will be madeif, subject to the provisions of Paragraph 18.03, there has been a carryover ofadditional rent from year to year in the event the Lease is renewed. Theadditional rent to be payable on the 1st day of each month. 51Failure to pay any monthly payment of the Fixed Minimum Rent or Additional Rentby the 30th of the month will result in a ten percent (10%) penalty.SECTION 2.03. COMMON AREA. The common area charges are deemed to be the following: 1. All city and county property tax 2. All insurance charges 3. Trash 4. Water 5. Mowing 6. Snow removal 7. Outside maintenance 8. Special Assessments 9. Maintenance of downstairs hallwayThe additional rent does not cover inside capital improvements and maintenancewhich are the responsibility of the Tenant.The additional rent does not cover the janitor or cleaning supplies for thatportion of the leased area and common area on the first floor. ARTICLE III SECURITY DEPOSITSECTION 3.01. SECURITY DEPOSIT.Tenant has previously deposited with Landlord the sum of Three Hundred Dollars($300.00), receipt of which is hereby acknowledged. Said deposit shall be heldby Landlord, without liability for interest, as security for the faithfulperformance by Tenant of all of the terms, covenants and conditions of thisLease by Tenant to be performed. If at any time during the Lease term any of therent herein reserved shall be overdue and unpaid, or any other sum payable byTenant shall be overdue, or if Tenant fails to perform any of the other terms,covenants and conditions to be performed by Tenant, then Landlord, at itsoption, may appropriate and apply all, or any portion, of said deposit to thepayment of any such overdue rent or other charge and to the compensation ofLandlord for loss or damage sustained by Landlord due to a breach by Tenant asaforesaid, without prejudice, to Landlord’s further remedies. Should all or anypart of the security deposit be appropriated and applied by Landlord as providedin the preceding sentence, then Tenant shall, upon demand of Landlord, forthwithremit to Landlord a sufficient amount in cash to restore the same to theoriginal sum deposited. Should Tenant comply with all the terms, covenants andconditions of this Lease binding on the Tenant, said deposit shall be returnedin full to Tenant within thirty (30) days after the end of the Lease term, lessany portion thereof which may have been utilized by Landlord to cure any defaultor applied to any damages suffered by Landlord and not previously redeposited,together with an itemized written statement setting forth the items and amountswhich have been deducted from the security deposit. Landlord shall deliver thefunds deposited hereunder to the purchaser of the Landlord’s interest in theBuilding in the event that such interest is sold; thereupon, Landlord shall bedischarged from any further liability with respect to such deposit. Interestearned by Landlord on any deposit shall be retained by Landlord. 52Tenant understands that the deposit is not required to be held in a separateescrow account by Landlord and specifically authorizes Landlord to commingle thedeposit with Landlord’s funds and Tenant further understands and agrees thatLandlord is under no obligation to pay or account to Tenant for any interest,earnings or increments accrued to Landlord from use of the deposit. ARTICLE IV UTILITIESSECTION 4.01. UTILITIES.All utilities that may be billed directly by the utility company to Tenant willbe paid directly by Tenant. If a utility cannot be billed directly to Tenant, itwill be paid by Landlord together with any utilities for the common areasthroughout the Building. The costs of all utilities billed to Landlord shall bepaid by Tenant on a monthly basis as Additional Rent on a pro rata share basedon all utility bills payable upon the Building during the preceding month,divided by the pro rata share of the gross leasable space of the Buildingoccupied by Tenant. The utility charges will be shared sixty percent (60%) byTenant and forty percent (40%) by downstairs Tenant. Landlord shall notify theTenant in writing of its pro-rata share of each utility bill each month, andTenant shall pay the same within ten (10) days of the notice thereof. Forpurposes of this paragraph, utilities includes any charge for refuse service tothe Building. Tenant’s pro rata share is subject to Section 2.02 hereof. ARTICLEV TAXESSECTION 5.01. PAYMENT OF REAL ESTATE TAXES.Landlord will pay directly to the applicable taxing authority all taxes,assessments, and other charges, general or special, ordinary or extraordinary,including any installments, levied or imposed by any lawful authority against orin any respect to the Building of which the Leased Premises are a part; subjectalways to Tenant’s obligation for reimbursement as set forth in Section 3.02hereof. It is presently anticipated that the real estate taxes may be paid fromthe additional rent.SECTION 5.02. TENANT’S TAX OBLIGATION.A. During the term of this Lease, or any renewal term, Tenant shall pay on amonthly basis, together with and at the same time as the Minimum Rent (as suchrent may be adjusted hereunder), its pro-rata share of one-twelfth (1/12th) ofthe estimated annual cost of Real Estate Taxes (as hereinafter defined) on theLeased Premises. The Real Estate Taxes shall be estimated based on theimmediately preceding tax year. The term “Real Estate Taxes” shall mean theaggregate of all ad valorem real estate taxes, assessments and othergovernmental charges, levies, general and special, ordinary and extraordinary,foreseen and unforeseen of any kind or nature whatsoever, including, withoutlimitation, assessments for public improvements or benefits and specialassessments and any other levies which may be levied, assessed or imposed uponthe Building. The term Tenant’s pro-rata share of said real estate taxes shallbe the total of all Real Estate Taxes (heretofore described) payable upon theBuilding during the calendar year or other fiscal taxing, divided by the prorata share of the gross leasable space of the Building occupied by Tenant. Atthe end of each calendar year, or as of the end of the Lease Term, the Landlordshall compute the actual cost of said Real Estate Taxes and the Tenant shall payto the Landlord any excess of such costs over amounts previously paid by Tenant.If Tenant has paid more than the actual cost of said real estate taxes, theLandlord shall promptly credit the amount of any such overpayment to Tenant’snext monthly payments of Minimum Rent due hereunder. Landlord shall provideTenant with a copy of any tax invoices received by Landlord in connection withthe Building. 53B. In the event that any governmental authority having jurisdiction over theBuilding shall impose a tax and/or assessment (other than an income or franchisetax) either upon or against the rentals payable by Tenants in the Building toLandlord or upon or against the business of renting land or buildings, either byway of substitution for real estate taxes as defined above, or in additionthereto, said tax or assessment shall be paid by Tenant as Additional Rent, withthe Tenant’s proportionate share of such Additional Rent to be determined in thesame manner as his proportional share of real estate taxes.C. Tenant shall be responsible for and shall pay when due any and all taxes,assessments, license fees and public charges, of whatever kind or nature,including but not limited to general or special assessments, assessed during theterm of this Lease against any leasehold interest, or against Tenant’s businessin the Leased Premises, or personal property of any kind owned by, or placed in,upon or about the Leased Premises by Tenant.D. In the event that, after the commencement of this Lease, any governmentalauthority imposes a new or different tax, charge or levy which is billed orcharged to the Building and/or the Landlord, and such tax, charge or levy isattributable to, derived from or based upon Tenant’s leasehold interest,Tenant’s occupancy of or doing business in the Leased Premises, Tenant’s salesor receipts, or personal property of any kind owned by, or placed in, upon orabout the Leased Premises by Tenant; such tax, charge or levy shall be paid byTenant as Additional Rent, with Tenant’s proportional share of such AdditionalRent to be determined in the same manner as his proportional share of real statetaxes. 54 ARTICLE VI INDEMNITY AND INSURANCESECTION 6.01. INDEMNIFICATION. Tenant shall protect, indemnify and save harmless Landlord, its mortgagees,lenders, officers, agents, servants and employees, from and against any and allliability and expense of any kind (including attorney fees) arising frominjuries, damage or loss to persons or property or loss of life (whether ofTenant or other persons) on or about the Building or Leased Premises or any partthereof; and arising from injuries, damages or loss to persons or property orloss of life (whether of Tenant or other persons) sustained or occurringelsewhere then on or about the Leased Premises arising out of the use oroccupancy of the Leased Premises by Tenant on or account of or based upon anyfact, omission, fault, negligence or misconduct of Tenant. Tenant agrees topromptly notify Landlord of any claim, action, proceeding or suit instituted orthreatened against the Landlord. In the event Landlord is made a party to anyaction for damages which Tenant has indemnified Landlord against, then Tenantshall pay all costs and shall provide effective counsel approved by Landlord insuch litigation or shall pay, at Landlord’s option, the reasonable attorney feesand costs incurred in connection with said litigation by Landlord. Landlord shall protect, indemnify and save harmless Tenant, its owners,officers, agents, servants and employees, from and against any and all liabilityand expense of any kind (including attorney fees) arising from injuries, damageor loss to persons or property or loss of life on or about the Building orLeased Premises or any part thereof; and arising from injuries, damages or lossto persons or property or loss of life sustained or occurring elsewhere than onor about the Leased Premises arising out of the use of occupancy of the commonareas of the Leased Premises on or account of or based upon any fact, omission,fault, negligence or misconduct of Landlord. Landlord agrees to promptly notifyTenant of any claim, action, proceeding or suit instituted or threatened againstthe Tenant. In the event Tenant is made a part to any action for damages whichLandlord has indemnified by Tenant against, then Landlord shall pay all costsand shall provide effective counsel approved by Tenant in such litigation orshall pay, at Tenant’s option, the reasonable attorney fees and costs incurredin connection with said litigation by Tenant.SECTION 6.02. INSURANCE PROVIDED BY TENANT. As a part of the additional rent Tenant shall pay its share of a liabilitypolicy providing liability coverage for both Landlord and Insured which shall bepaid from the additional rent. Landlord shall not have any liability to Tenant for any loss or damageincurred by Tenant by reason of fire or other casualty including, but notlimited to, loss of business property and income or profits, unless such loss orcasualty is caused by the negligence or willful misconduct of Landlord or itsagents. 55SECTION 6.03. INSURANCE COSTS FOR BUILDING. The insurance cost will be a Common Area charge. Landlord will insure thebuilding for its full measurable value which will be paid from the AdditionalRent. Tenant shall have no right to any insurance proceeds. During the term of this Lease, or any renewal term, Lessor, at Lessor’sexpense, shall keep Insurance Coverage (as hereinafter defined) on the Buildingagainst loss or damage by fire and other casualty in an amount equal to theBuilding’s full measurable value which shall be paid from the additional rent.The term “Insurance Coverage” shall include full replacement value, fire,extended coverage, liability, loss of rent, vandalism, earthquake coverage,glass coverage, sign coverage and malicious mischief insurance premiums for theBuilding. It is expressly understood that Landlord’s insurance does not includebusiness interruption or leasehold coverage for the benefit of Tenant.. Tenant agrees that, if any property owned by it and located in the LeasedPremises shall be damaged or destroyed by an insured peril, and provided suchloss shall not have been caused by Landlord’s negligence or willful misconduct,Landlord shall not have any liability to Tenant, nor to any insurer of Tenant,for, or in respect of such damage or destruction.SECTION 6.04. NOTICE OF CASUALTY. Tenant shall give Landlord prompt notice in case of casualty damage to oraccidents in the Leased Premises. ARTICLE VII CONDUCT OF BUSINESS BY TENANTSECTION 7.01. USE OF LEASED PREMISES. Tenant shall operate the Leased Premises as software and hardwaredevelopment and related activities. ARTICLE VIII MAINTENANCE OF LEASED PREMISESSECTION 8.01. MAINTENANCE BY LANDLORD. Landlord agrees to maintain and keep in good repair, at its sole cost, theroof and exterior of the outside walls of the Building in which the LeasedPremises are located, and the mechanical, electrical and plumbing systems of theBuilding which service the Leased Premises; provided that Landlord’s obligationto make any such repairs shall not extend to any of said conditions which mayhave been created by the negligence of Tenant, its agents, employees, invitees,licensees or contractors; provided further, that Landlord’s obligation to makeany such repairs shall not be applicable to any exterior improvements placedupon the Leased Premises, or otherwise in the Building, by or specifically forTenant, the maintenance of any such items shall be the specific responsibilityof Tenant. The maintenance expense shall be paid from the additional rent. 56SECTION 8.02. MAINTENANCE BY TENANT. Tenant agrees to maintain and keep in good repair, at its sole cost, theinterior of the Leased Premises, including but not limited to (a) the interiorlighting; (b) windows, including sashes; (c) doors, including frames, locks andhardware; (d) signs, ceiling and floor coverings therein; and (e) fixtures,equipment, machinery, controls, appliances, sprinkler systems and utility lines,and appurtenants thereof as are used in connection with the electrical,plumbing, heating, air conditioning and ventilating system or systems for theLeased Premises provided such items are within the Leased Premises, and anyother mechanical system in the Leased Premises. If Tenant fails to make anyrepairs required hereunder, Landlord may demand that the Tenant make the sameforthwith; and if the Tenant refuses or neglects to commence such repairs withinthirty (30) days and complete the same within a reasonable period of time,Landlord may make or cause such repairs to be made, and shall not be responsibleto Tenant for any loss or damage that may accrue to his stock or business byreason thereof; and if Landlord makes or causes such repairs to be made, Tenantagrees to pay to Landlord, on demand, the cost thereof. Tenant is not obligatedto maintain any utility or mechanical system which passes over, through or underthe Leased Premises for the purpose of providing services to another Tenant orto Common Areas.SECTION 8.03. INSTALLATION OF ELECTRICAL, COMPUTER EQUIPMENT AND OUTSIDE LINES.Any outside, electrical or telephone lines shall be installed by the Tenant, anycomputer or other electrical equipment which causes or which will causeexcessive utility expense or interfere with other tenants shall not be installedwithout approval of the Landlord. If Tenant installs any electrical equipmentthat overloads the lines in the Leased Premises, or the Building, the Tenantshall, at its expense, make whatever changes are necessary to comply with therequirements of the insurance underwriters or governmental authorities havingjurisdiction, and shall be responsible for paying any damage caused thereby tothe other tenants in the Building. Landlord shall not be required to supplyelectric service to the Leased Premises in excess of the capacity that is nowexisting. No additional lines shall be installed above ground without thewritten permission of Landlord.SECTION 8.04. TENANT’S LIENS.Tenant will not create or permit to be created or to remain and will discharge,any lien (included but not limited to, the liens of mechanics, laborers ormaterialmen for work or materials alleged to be done or furnished in connectionwith the Leased Premises), encumbrance or other charge upon the Leased Premisesor any part thereof, or upon Tenant’s leasehold interest therein; provided, theTenant shall not be required to discharge any such liens, encumbrances orcharges as may be placed upon the Leased Premises by the act of Landlord.Tenant shall have the right to contest, in good faith and by appropriate legalproceedings, the validity or amount of any mechanics, laborers or materialmen’slien or claimed lien. In the event of such contest, Tenant shall give toLandlord security in a form acceptable to Landlord, and in an amount not lessthan any such lien or claimed lien, to insure payment thereof and to prevent anysale, foreclosure or forfeiture of the Leased Premises or any part thereof byreason of such non-payment. on final determination of such lien or claim forlien, Tenant will immediately pay any judgment rendered, with all proper costsand charges and shall have such lien released or judgment satisfied at Tenant’sexpense; upon such payment and release or satisfaction Landlord will promptlyreturn to Tenant such security as Landlord shall have received in connectionwith such contest. Landlord reserves the right to enter the Leased Premises topost or keep posted notices of non-responsibility for such lien. Tenant willpay, protect and indemnify Landlord within ten (10) days after demand therefor,from and against all liabilities, losses, claims, damages, costs and expenses,including attorney fees, incurred by Landlord by reason of the filing of anylien and/or removal of the same.SECTION 8.05. TENANT’S SIGNS.Landlord shall make space available to Tenant on the exterior portion of theBuilding on which Tenant can place its name, along with the names of otherTenants of the Building and subject to Landlord’s lettering criteria. Apart fromthe foregoing, Tenant will not place or cause to be placed or maintained on anyexterior door, wall, window, building entry or store front of the LeasedPremises or the Building any sign, awning or canopy or advertising matter orother thing of any kind, and will not place or maintain any exterior lighting,plumbing fixture or protruding object or any decoration, sign, lettering oradvertising matter on the glass of any window or door of the Leased Premises orthe Building without first obtaining written approval and consent by theLandlord.All Tenant signs shall be installed and maintained at Tenant’s expense. Landlordmay erect a structure to accommodate Tenant’s signs and if a structure is soerected, the structure will be maintained by Landlord, but all Tenant signserected therein or thereon shall be erected and maintained at Tenant’s soleexpense.SECTION 8.06. TENANT TO KEEP FREE OF OBSTRUCTIONS, TRASH, DEBRIS, SNOW AND ICE.Tenant shall at all times keep the walkways, porches, doorways and entrywaysproviding ingress and egress to the Leased Premises free of all obstructionsincluding, but not limited to, trash, debris, snow and ice accumulations. In theevent such obstructions or accumulations are not promptly removed by Tenant, thesame may be removed by Landlord and the cost thereof shall be payable by Tenantas Additional Rent. ARTICLE IX PARKINGSECTION 9.01. PARKING OF VEHICLES.Tenant agrees that it, its agents and employees will park their vehicles only insuch areas as the Landlord from time to time designates for employee parkingareas. No vehicle shall be parked in any area not designated for parking(including any of the adjoining streets or roads). Tenant’s customers shallshare the parking available with the employees, customers and invitees of othertenants within the Building on a first come, first served basis. ARTICLE X ACCESS TO PREMISESSECTION 10.01. ACCESS TO PREMISES.Landlord or Landlord’s agent, upon reasonable notice and at reasonable times,shall have the right to enter the Leased Premises to examine the same, and,within the last three (3) months of the term of the Lease (or any renewal term)to show the Leased Premises to prospective purchasers or tenants of theBuilding, and to make such repairs, alterations, improvements or additions asLandlord may reasonably deem necessary or desirable, provided Landlord, or itsagents, shall not materially interfere with Tenant’s business; Landlord shall beallowed to take all material into and upon said Leased Premises that may berequired therefor without the same constituting an eviction of Tenant, in wholeor in part, and the rent shall in no way abate while said repairs, alterations,improvements or additions are being made, provided Landlord, or its agents,shall not materially interfere with Tenant’s business. If Tenant, or its agents,shall not be present to open and permit an entry into said Leased Premises atany time, when for any reason an entry therein shall be necessary orpermissible, Landlord or Landlord’s agents may enter the same, without renderingLandlord or such agents liable therefor, and without in any manner affect anyobligations or covenants of this Lease. ARTICLE XI ASSIGNMENTSECTION 11.01. ASSIGNMENT.Tenant will not voluntarily or involuntarily assign (by operation of law orotherwise), mortgage, pledge, or sublet this Lease in whole or in part, or allor any part of the Leased Premises, without the prior written consent ofLandlord in each instance, which consent shall not be unreasonably withheld ordelayed. The consent by Landlord to any assignment or subletting shall notconstitute a waiver of the necessity for such consent to any subsequentassignment or subletting. Tenant shall pay all costs, expenses and reasonableattorney fees that may be incurred or paid by Landlord in processing,documenting or administering any request by Tenant for Landlord’s consentrequired pursuant to this paragraph. Any consent by Landlord to an assignment orsubletting as provided for in this paragraph shall not release Tenant from thefurther performance by Tenant of covenants on the part of Tenant hereincontained, and Tenant shall remain ultimately liable for all payments andcompliance with all other covenants under this Lease. If at any time during theLease term any part or all of the capital shares of Tenant, if Tenant shall be acorporation’ shall be transferred by sale, assignment, bequest, inheritance,operation of law or other disposition so as to result in a change of theeffective vote control of Tenant as of the date of this Lease, Tenant shallpromptly notify Landlord in writing of such change, and Landlord may terminatethis Lease at any time after such change in control by giving Tenant sixty (60)days prior written notice of such termination. ARTICLE XII EMINENT DOMAINSECTION 12.01. EMINENT DOMAIN.If the whole of the Leased Premises shall be taken or acquired by any public orquasi-public authority under the power or threat of eminent domain, the Leaseterm shall cease as of the date possession shall be taken by such publicauthority and Tenant shall pay rent up to that date with an appropriate refundby Landlord of such rent as may have been paid in advance for any periodsubsequent to the date possession is taken. If less than all of the LeasedPremises shall be so taken, the Lease term shall cease only on the part so takenas of the date possession shall be taken by such authority and Tenant shall payrent up to that day with appropriate refund by Landlord for such rent as mayhave been paid in advance for any period subsequent to the date that possessionis taken; thereafter, the Minimum Rent and Additional Rent shall be adjusted ona prorata basis based upon the number of square feet taken. However, if the partof the Leased Premises so taken leaves space no longer suitable, in thereasonable opinion of Tenant, for the conduct of Tenant’s business, then Tenantmay elect to terminate the Lease term and Tenant shall pay rent up to the daypossession is taken.SECTION 12.02. DAMAGES.All compensation awarded or paid for any taking or acquiring under the power orthreat of eminent domain, whether the whole or any part of the Leased Premisesor Building, shall be property of Landlord, whether such damages shall beawarded as compensation for the diminution in value of the leasehold or to thefee of the Leased Premises or otherwise, and Tenant hereby assigns to Landlordall of the Tenant’s right, title and interest in and to any and all suchcompensation; provided, however, that Landlord shall not be entitled to anyaward specifically made to Tenant for the taking of Tenant’s trade fixtures,furniture or leasehold improvements to the extent of the cost to Tenant of saidimprovements, less depreciation computed from the date of said improvements tothe expiration of the original term of this Lease. Notwithstanding anythingherein to the contrary, Tenant expressly retains the right to pursue a separateaction for loss of Tenant’s business, depreciation to and cost or removal ofstock and trade fixtures, moving and other reimbursable expenses for the Tenant. ARTICLE XIII DESTRUCTION BY FIRE OR OTHER CAUSESECTION 13.01. PARTIAL DESTRUCTION BY FIRE OR OTHER CAUSE.If the Leased Premises shall be partially damaged by fire or other casualty orcause without the fault or neglect of Tenant, the damage shall promptly berepaired by and at the expense of Landlord and the rent until such repairs shallbe made shall be apportioned according to the part of the Leased Premises whichis unusable by Tenant. If such partial damage is due to the fault or neglect ofTenant, without prejudice to any other rights and remedies of Landlord, thedamages shall be repaired by Landlord but there shall be no apportionment orabatement of rent and the Tenant shall pay to the Landlord any deductible notcovered by the proceeds of insurance. In no event shall the Landlord be requiredto repair or replace Tenant’s stock in trade, fixtures, furniture, furnishings,floor coverings or equipment. No penalty shall accrue for reasonable delay whichmay arise by reason of an adjustment of insurance on the part of Landlord and/orTenant, for reasonable delay on account of “labor troubles” or any other causebeyond Landlord’s control. If the Leased Premises or the Building aresubstantially damaged by fire or other cause, then either Landlord or Tenant mayelect to terminate this Lease upon written notice to the other party, andLandlord’s sole obligation to Tenant shall be the appropriate refund by Landlordof such rent as may have been paid in advance for any period subsequent to thedate of such destruction, and the return of the security deposit. ARTICLE XIV ALTERATION OF LEASED PREMISESSECTION 14.01. ALTERATION OF LEASED PREMISES.Except for minor non-structural changes or alterations, Tenant shall not alteror change the Leased Premises in any manner without first obtaining writtenpermission of Landlord. Landlord in its sole discretion may approve ordisapprove any plans for proposed alteration or changes in the Leased Premises,in whole or in part. ARTICLE XV LANDLORD’S LIENSECTION 15.01. LANDLORD’S LIEN.The Landlord is hereby granted a lien, in addition to any statutory lien thatmay exist, on all merchandise, furniture, trade fixtures and other personalproperty of Tenant in the Leased Premises, to secure the payment of any rent orother sums due under this Lease; such property shall not be moved therefromuntil all arrearages shall have been discharged. Landlord shall have the right,upon a default in the payment of any rent or other sum due under this Lease, toenter the Leased Premises and take possession of all such property withoutliability whether for trespass, eviction, forcible entry or conversion, orotherwise and to sell the same (Tenant hereby waiving the benefit of all lawsexempting property from execution, levy and sale on distress or judgment), withor without notice, at public or private sale (at which Landlord may purchase)and apply the proceeds thereof, less all expenses incurred in connection withthe exercise of Landlord’s rights hereunder, as a credit against any sums duefrom Tenant to Landlord. Any surplus shall be paid to Tenant, and Tenant shallpay any deficiency forthwith. Alternatively, the lien hereby granted may beforeclosed in any manner provided by law. ARTICLE XVI DEFAULT BY TENANTSECTION 16.01. DEFAULT BY TENANT.A. In the event of: (i) any failure of Tenant to pay any rental or other chargesdue hereunder for more than ten (10) days after the same shall be due; or (ii)any failure of Tenant to perform any other of the terms, conditions or covenantsof this Lease to be observed or performed by Tenant for more than thirty (30)days after written notice of such default shall have been given to Tenant; or(iii) if Tenant or any guarantor of this Lease shall become bankrupt orinsolvent, or file any debtor proceedings, or take or have taken against Tenantor any guarantor of this Lease in any Court pursuant to any statute, either ofthe United States or of any state, a petition in bankruptcy or insolvency or forreorganization or for appointment of a receiver or a trustee of all or a portionof Tenant’s or any such guarantor’s property; or (iv) if Tenant or any suchguarantor makes an assignment for the benefit of creditors, or petitions for orenters into any agreement; or (v) if Tenant shall abandon the Leased Premises orsuffer this Lease to be taken under any writ of execution; then Landlord, inaddition to the other rights or remedies it may have, shall have the immediateright of re-entry and remove all persons and property from the Leased Premises;and such property may be removed and stored in a public warehouse or elsewhereat the cost of, and for the account of Tenant, and without being deemed guiltyof trespass, or becoming liable for any loss or damage which may be occasionedthereby. It is expressly agreed by Tenant that Minimum Rent, tax reimbursement,insurance reimbursement, charges and any other regular monthly payments dueunder this Lease are due on the date specified herein; and any other sum(whether or not designated as Additional Rent) is due within ten (10) businessdays after receipt of the invoice therefor or notice thereof.B. Should Landlord elect to re-enter, as herein provided, or should it takepossession pursuant to legal proceedings or pursuant to any notice provided forby law, it may either terminate this Lease or it may, from time to time, withoutterminating this Lease, make such alterations and repairs as may be reasonablynecessary in order to relet the Leased Premises, and relet the Leased Premises,or any part thereof, for such term or terms (which may be for a term extendingbeyond the Lease Term) and at such rental or rentals and upon such other termsand conditions as Landlord, in its reasonable discretion, may deem advisable.Upon each such reletting, all rentals received by Landlord from such relettingshall be applied, first to the payment of any indebtedness other than rent duehereunder from Tenant to Landlord; second to the payment of any costs andexpenses of such reletting, including brokerage fees and attorney fees and costsof such alterations and repairs; third to the payment of rent due and unpaidhereunder; and the residue, if any, shall be held by Landlord and applied inpayment of future rent as the same may become due and payable hereunder. If suchrental is received from such reletting during any month be less than that to bepaid during that month by Tenant hereunder, Tenant shall pay any such deficiencyto Landlord. Such deficiency shall be calculated and paid monthly. ShouldLandlord at any time terminate this Lease for any breach, in addition to anyother remedies it may have, it may recover from Tenant all damages it may incurby reason of such breach, including the cost of recovering the Leased Premises,attorney fees, and including the worth at the time of such termination of theexcess, if any, of the amount of rent and charges equivalent to the rentreserved in this Lease for the remainder of this Lease Term over the thenreasonable rental value of the Leased Premises for the remainder of the LeaseTerm. All of which amount shall be immediately due and payable from Tenant toLandlord. In determining the rent which would be payable by Tenant hereunder,subsequent to default, the annual rent for each month of the unexpired termshall be equal to the average monthly minimum and Additional Rent paid by Tenantfrom the commencement of the Lease Term to the time of default, or during thepreceding twelve (12) full calendar months, whichever period is shorter,adjusted, however, to include any provision herein for increases in MinimumRent.C. If as a result of any default by Tenant, Landlord shall make any collectionefforts or a suit shall be brought for recovery of possession of the LeasedPremises or for the recovery of rent or any other amount due under theprovisions of this Lease, or because of the breach of any other covenant hereincontained on the part of Tenant to be kept or performed, and a breach shall beestablished, Landlord shall be entitled to recover from Tenant all expensesactually incurred therefor, including reasonable attorney fees.D. The parties hereto shall, and they hereby do, waive trial by jury in anyaction, proceeding or counterclaim brought by either of the parties heretoagainst the other on any matters whatsoever arising out of or in any wayconnected with this Lease, the relationship of Landlord and Tenant, Tenant’s useor occupancy of the Leased Premises, and/or any claim for injury or damage. ARTICLE XVII RIGHT OF LANDLORD TO SELL, ASSIGN, TRANSFER, CONVEY OR MORTGAGESECTION 17.01. LANDLORD’S RIGHT TO TRANSFER LEASE.The Landlord reserves the right during the Lease Term to subject and subordinatethis Lease, and Tenant covenants and agrees to execute and deliver upon demandsuch further instruments or agreements subjecting and subordinating this Leaseto any sale, assignment, mortgage, deed of trust, transfer or conveyance; andsaid Tenant hereby irrevocably appoints the Landlord the attorney-in-fact of theTenant to execute and deliver any such instrument for and in the name of Tenant.In the event said Landlord sells, assigns, transfers or conveys its interest insaid premises or Lease, the Tenant herein entirely and absolutely releases anddischarges said Landlord from all claims, obligations, demands, conditions,covenants, terms and provisions of this Lease. ARTICLE XVIII MISCELLANEOUS PROVISIONSSECTION 18.01. NOTICES.Whenever under this Lease a provision is made for a notice of any kind, it shallbe deemed sufficient if such notice to the Tenant is in writing, addressed tothe Tenant at the last known post office address of Tenant or at the LeasedPremises and deposited in the mail with postage prepaid, and if such notice tothe Landlord is in writing addressed to Don Witt, Inc., Don Witt, 4th & Main,P.O. Box 1517, Platte City, MO 64079, or such other address as Landlord mayhereafter designate in writing and deposited in the mail with postage prepaid.SECTION 18.02. HOLDING OVER.In the event Tenant remains in possession of the Leased Premises after theexpiration of this Lease and without the execution of a new Lease, it shall bedeemed to be occupying said Leased Premises as a Tenant from month to month at arate and charge equal to 1.5 times the amount of the Minimum Rent, as adjusted,plus any Additional Rent and any other charges due under this Lease, and subjectto all of the other conditions, provisions and obligations of this Lease insofaras the same are applicable to a month to month tenancy. Nothing is hereinintended by the parties to extend the term of this Lease.SECTION 18.03. WAIVER.The waiver by Landlord or Tenant of any breach of any term, covenant orcondition herein contained shall not be deemed to be a waiver of such term,covenant or condition on any subsequent breach of the same or any other term,covenant or condition herein contained. The subsequent acceptance of renthereunder by Landlord shall not be deemed to be a waiver of any preceding breachby Tenant of any term, covenant or condition of this Lease, regardless ofLandlord’s knowledge of such preceding breach at the time of acceptance of suchrent. No covenant, term or condition of this Lease shall be deemed to have beenwaived by Landlord or Tenant unless such waiver shall be in writing signed bythe party to be charged.SECTION 18.04. TENANT’S DUTIES ON TERMINATION.Upon the expiration or other termination of this Lease, Tenant shall quit andsurrender to Landlord the Leased Premises, broom clean, in good order andcondition, ordinary wear and tear accepted; and Tenant shall remove all of itsfurnishings, equipment and personal effects except any leasehold improvementswhich have been attached to the floor, walls or ceilings of the Leased Premises.Landlord, at Landlord’s option, may retain any leasehold improvements attachedto the floor, walls or ceilings as Landlord’s property or may require Tenant toremove the same and restore the Leased Premises to the condition that existed atthe date that Tenant took possession of the Leased Premises. Tenant’s obligationto observe or perform this covenant shall survive the expiration or othertermination of the term of this Lease.SECTION 18.05. BINDING EFFECT.The covenants, terms and agreements herein contained shall run with the premiseshereby leased and bind the parties hereto, their heirs, distributees, executors,administrators, legal representatives, successors and assigns unless otherwiseprovided herein. The word “Tenant” shall be deemed and chosen to mean each andevery person or party mentioned as a Tenant herein, be the same one or more.SECTION 18.06. AMENDMENTS.The terms, conditions or covenants of this Lease may be altered, waived,changed, varied or abandoned only by written instrument signed by the Landlordand Tenant.SECTION 18.07. PARTIAL INVALIDITY.In the event that any part of this Lease be held by any Court havingjurisdiction to be void, illegal or unenforceable, the remainder of this Leaseshall not be affected and shall be enforceable according to its terms.SECTION 18.08. ACCORD AND SATISFACTION.No payment by Tenant or receipt by Landlord of a lesser amount than the monthlyrent herein stipulated shall be deemed to be other than on account of theearliest reserved rent, nor shall any endorsement or statement on any check orany letter accompanying any check or payment as rent be deemed an accord andsatisfaction; and Landlord may accept such check or payment, without prejudiceto Landlord’s right to recover the balance of such rent or pursue any otherremedy provided in this Lease.SECTION 18.09. ENTIRE AGREEMENT.This Lease and the exhibits, riders and amendments if any attached hereto andforming a part hereof, set forth all of the covenants, promises, agreements,conditions and understandings between Landlord and Tenant concerning the LeasedPremises and there are no covenants, promises, agreements, conditions orunderstandings, either oral or written, between them other than as are hereinset forth.SECTION 18.10. FORCE MAJEURE.In the event that Landlord shall be delayed or hindered in or prevented fromdoing or performing any act or thing required hereunder by reason of strikes,lockouts, casualties, acts of God, labor disputes, inability to procurematerials, failure of power, governmental laws or regulations, riots,insurrection, war or other cause beyond the reasonable control of such party,then such party shall not be liable or responsible for any such delays, and thedoing or performing of such act or thing shall be extended for the period of thedelay.SECTION 18.11. CAPTIONS.The captions, section numbers and article numbers appearing in this Lease arefor convenience only, and do not limit, construe or describe the scope or intentof such sections or articles of this Lease, nor in any way affect this Lease.SECTION 18.12. NO SOLICITATION.Tenant and Tenant’s employees and agents shall not solicit business in theparking areas or other common areas, nor shall Tenant distribute any handbillsor other advertising matter in automobiles parked in the parking area or in thecommon areas.SECTION 18.13. WAIVER OF JURY TRIAL.The parties hereto shall, and they hereby do, waive trial by jury in any action,proceeding or counterclaim by either of the parties hereto against the other onany matters whatsoever arising out of or in any way connected with this Lease,Premises and/or any claim for injury or damage. ARTICLE XIX COMMON AREAS, CONTROL AND MAINTENANCE COSTSSECTION 19.01. COMMON AREAS. All common areas shall at all times be subject to the exclusive control andmanagement of Landlord. Landlord shall have the right, from time to time, toestablish (provided Landlord shall have provided Tenant a copy of said rules andregulations), modify and enforce reasonable rules and regulations with respectto all common areas. Tenant agrees to abide by and conform with such rules andregulations; to cause its concessionaires and suppliers, officers, agents,employees and independent contractors so to abide and conform; and to use itsbest efforts to cause its customers, invitees and licensees to abide andconform. Landlord will operate and maintain the Common Areas in such a manner asLandlord, in its reasonable discretion, shall determine from time to time, butall at times in a manner consistent with the terms of this Lease.SECTION 19.02. USE OF COMMON AREAS.All Common Areas not within the Leased Premises, which Tenant shall be permittedto use and occupy, are used and occupied under a revocable license; and if theamount of Common Areas be expanded, diminished or relocated, Landlord shall notbe subject to any liability, nor shall Tenant be entitled to any compensationfor the diminution or abatement of rent, except as otherwise provided elsewhereherein, nor shall such expansion, diminution or relocation of the Common Areasbe deemed constructive or actual eviction. ARTICLE XX. FURNITURESECTION 20.01. USE OF FURNITURE. The Landlord is leaving for the Tenant some furniture, hereto attached asExhibit “B”, for the Tenant’s use so long as the Landlord does not otherwiserequire it, and so long as it is cared for. Landlord shall have no obligation toreplace any furniture and Tenant will either insure the furniture for its fullvalue or will reimburse Landlord for expense for the furniture. ARTICLE XXI. ATTORNEYSECTION 21.01. ATTORNEYDon Witt has represented Tenant as its attorney in various transactions. Tenantacknowledges that it has been advised to seek independent legal advice withregard to this Lease. Tenant acknowledges that it is not relying upon, in anymanner or fashion, Don Witt of the firm of Witt & Hicklin, P.C. on this matter.Tenant waives all attorney client privileges and conditions.IN WITNESS WHEREOF, the parties have hereunto subscribed their names on the dateand year provided.Dated:______________ DON WITT, INC. By: ___________________________________ Title:LANDLORDDated:______________ By: ___________________________________ Title: _________________________________ TENANT EXHIBIT “A” TO LEASE DATED JUNE , 2005 DON WITT, INC., LANDLORD AND INTEGRATED MANAGEMENT INFORMATION, INC., TENANTTRACT 1. All that part of Block 56 in the Eastern Extension of Platte City,Platte County, Missouri, described as follows: Beginning 120 feet north of thenortheast corner of the intersection of Oak and State Streets in the City ofPlatte City, running thence east 142 feet; thence north to the public roadleading from Platte City, Missouri to Liberty, Missouri; thence with said publicroad, in a Northwesterly direction to its junction with said State Street;thence South to the place of beginning.TRACT 2. Beginning at the Southwest corner of the Southeast Quarter of Section25, Township 53, Range 35, Platte County, Missouri; thence South 89(Degree) 50’38” East along the South line of the Southeast Quarter of said Section 25, 150.0feet; thence North and parallel to the West line of the Southeast Quarter ofsaid Section 25, 380.22 feet to the Northwest corner of a tract of land recordedin Book 317 at Page 89 in the Recorder’s Office of Platte County, Missouri, saidpoint being also the True Point of Beginning of the tract to be hereindescribed; thence continuing North 19.78 feet to the Southwest corner of a tractof land recorded in Book 88 at Page 130 in the Recorder’s Office of PlatteCounty, Missouri; thence South 89(Degree) 50′ 38″ East along the South line ofthe aforementioned tract of land recorded in Book 88 at page 130, 14.0 feet tothe Southeast corner of the aforementioned tract of land recorded in Book 88 atPage 130; thence North along the East line of the aforementioned tract of landrecorded in Book 88 at Page 130, 146.82 feet to a point in the Centerline ofMarshall Street (Road J); thence South 48(Degree) 00′ 00″ East along theCenterline of said Marshall Street 310.50 feet to the most Northerly corner of atract of land recorded in Book 231 at Page 101 of the Recorder’s Office ofPlatte County, Missouri; thence South 16(Degree) 14′ 30″ West along the Westline of the aforementioned tract of land recorded in Book 231 at Page 101,128.55 feet measured, 129.35 feet by deed to the most Easterly corner of a tractof land recorded in Book 317 at Page 89 in the Recorder’s Office of PlatteCounty, Missouri; thence North 39(Degree) 22′ 00″ West along the Northeasterlyline of the aforementioned tract of land recorded in Book 317 at Page 89, 72.44feet measured, 73.28 feet by deed; thence North 58(Degree) 22′ 00″ West alongthe Northerly line of the aforementioned tract of land recorded in Book 317 atPage 89, 42.96 feet; thence North along the East line of the aforementionedtract of land recorded in Book 317 at Page 89, 8.43 feet; thence North81(Degree) 38′ 00″ West along the North line of the aforementioned tract of landrecorded in Book 317 at Page 89, 144.31 feet to the True Point of Beginning.Together with an Easement for roadway for ingress and egress appurtenant to theaforesaid premises over and upon the following described tract of land: A tractof land in the Southeast Quarter of Section 25, Township 53, Range 35, PlatteCounty, Missouri, described as follows: beginning at the southwest corner of theSoutheast Quarter of said Section 25, thence east along the south line of thesoutheast quarter of said section 25, 150 feet; thence North 0 degrees 03minutes 30 seconds West along a line 150 feet from and parallel to the West lineof the Southeast quarter of said Section 25, 360.0 feet to the true point ofbeginning of the tract to be herein described; thence North 0 degrees 03 minutes30 seconds West 20.22 feet; thence south 81 degrees 41 minutes 30 seconds East144.31 feet; thence South 0 degrees 03 minutes 30 seconds East 20.22 feet;thence North 81 degrees 41 minutes 30 seconds West 144.31 feet to the true pointof beginning of the easement tract.TRACT 3. All that part of Block 56 of the Eastern Extension of Platte City,Missouri according to the recorded plat thereof and also all that part of a 14.0foot strip lying East of and adjacent to said Block 56 in the Southeast Quarterof Section 25, Township 53, Range 35, being bounded and described as follows:Beginning at a point 120.0 feet North of the Southeast corner of said Block 56;thence North 89(Degree) 50′ 38″ West 8.0 feet; thence South 48(Degree) 00′ 00″East 29.60 feet; thence North 0(Degree) 00′ 00″ East 19.66 feet to a point onthe Southerly right-of-way line of Marshall Street (Road J); thence North48(Degree) 00′ 00″ West along said right-of-way 0.13 feet; thence North89(Degree) 50′ 38″ West 13.90 feet to the point of beginning. Subject to any andall easements and restrictions of record.TRACT 4. All of the North 44 feet of the following described tract of land: Allthat part of the Eastern Extension to the limits of Platte City, Platte County,Missouri, described as follows: beginning at the Northeast corner of Oak (nowknown as Ferrel Street) and State Streets to Platte City and running thence East150 feet; thence North 120 feet; thence West 150 feet; thence South 120 feet tothe beginning and being located in Section 25, Township 53, Range 35.ALSO all of the North 44 feet of a tract 14 feet wide abutting and lying on theEast side of the tract above described; TOGETHER with a perpetual right of wayto Oak Street (now know as Ferrel Street) over the South 76 feet of said 14 foottract. EXCEPT all that part of Block 56 of the Eastern Extension of Platte City,Missouri, according to the recorded plat thereof and also that part of a 14.0foot strip lying East of and adjacent to said Block 56 in the Southeast Quarterof Section 25, Township 53, Range 35, being bounded and described as follows:Beginning at a point 120.0 feet North of the Southeast corner of corner of saidBlock 56; thence North 89 degrees 50’38” West 8.0 feet; thence South 48 degrees00’00” East 29.60 feet; thence North 0 degrees 00’00” East 19.66 feet to a pointon the Southerly right of way line of Marshall Street (Road J); thence North 48degrees 00’00” West along said right of way 0.13 feet; thence North 89 degrees50’38” West 13.90 feet to the point of beginning. EXHIBIT “B” TO LEASE DATED JUNE 27, 2005 DON WITT, INC., LANDLORD AND INTEGRATED MANAGEMENT INFORMATION, INC., TENANT FURNITURE Total phone system Refrigerator Storage cabinet in Lynn’s office SweeperLarge Conference Room 10 room chairs Conference tableKeith’s office small tableLibrary 7 chairs Library conference tableDon’s office Desk Sofa side tablesBob’s Office Desk Sofa 3 small tablesMarge’s Desk Small Table Filing Cabinet Back tableLynn’s DeskJen’s Desk 2 small tablesKitchen 5 red chairsReception Area 8 chairs coffee table small tableSmall Conf. Room 6 blue chairs Table Small tableBrenna’s office Desk