CHAMPION INDUSTRIES INC
EX-10.5 LEASE AGREEMENT DATED OCTOBER 15, 1999
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<TYPE>EX-10.5
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<FILENAME>w56876ex10-5.txt
<DESCRIPTION>EX-10.5 LEASE AGREEMENT DATED OCTOBER 15, 1999
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                                 Exhibit Section
                                 Exhibit (10.5)


STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

LEASE AGREEMENT

THIS LEASE is entered into by Lessor and Lessee as described in the following
Basic Lease Information on the date that is set forth for reference only in the
following Basic Lease Information. Lessor and Lessee agree:

ARTICLE 1. BASIC LEASE INFORMATION

        In addition to the terms that are defined elsewhere in this Lease, these
terms as used in this Lease shall have the following meaning:

        (a) LEASE DATE:                            October 15th 1999

        (b) LESSOR AND LESSOR'S MAILING ADDRESS:   Forms Control Co., Inc.
                                                   8408 Oak Street
                                                   New Orleans, LA 70118

        (c) LESSEE AND LESSEE'S MAILING ADDRESS:   Transdata Systems, Inc.
                                                   7868 Anselmo Lane
                                                   Baton Rouge, LA  70810-1101

        (d) LEASED PREMISES:

                The premises located at 8408 and 8416 Oak Street, New Orleans,
                Louisiana 708118 (referred to also as the "Building").

        (e) RENTABLE AREA OF THE PREMISES: Approximately 1,800 square feet of
                office space and approximately 14, 000 square feet of warehouse
                space.

        (f) TERM: 60 months beginning on the Commencement Date and expiring on
                the Expiration Date, unless earlier terminated under the terms
                and conditions of this Lease, including the right to terminate
                as specified in Section 3.1.

        (g) COMMENCEMENT DATE:            November 1, 1999

        (h) CONTEMPLATED USE:             The Premises may be used for general
                office purposes, printing or copying business, warehousing,
                wholesale distribution, light manufacturing, assembly business,
                or any other lawful business.

        (i)     EXPIRATION DATE:          60 months from the Commencement Date.



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        (j)     SECURITY DEPOSIT:         NONE

        (k)     RENT:                     $3,915 per month for the Term.

ARTICLE 2. DEFINITIONS:

        See Exhibit "A"

ARTICLE 3. AGREEMENT:

        3.1     Lessor does hereby lease to Lessee and Lessee does hereby lease
                from Lessor the Premises under the terms and conditions of this
                Lease. The duration of this Lease will be the Term, except that
                either Party may terminate the Lease prior to the Expiration
                Date by giving one hundred twenty (120) days prior Notice to the
                other Party. Nowtwithstanding the foregoing, the Parties, shall
                be bound to perform all of their respective obligations which
                are to be performed prior to the Commencement Date and after the
                Expiration Date.

ARTICLE 4. RENT:

        4.1     Due Date of Rent. Throughout the Term of this Lease, Lessee will
                pay Rent to Lessor as rental for the Premises. All Rent more
                than fifteen (15) days delinquent shall bear a Late Charge in
                the amount of $25.00. Lessee will be notified in writing of any
                penalty assessed by Lessor under this Section within fifteen
                (15) days of the assessment in absence of which the penalty will
                be considered waived.

        4.2     Place of Payment of Rent. All payments of Rent shall be mailed
or delivered to Lessor at 8408 Oak Street, New Orleans, LA 70118. Lessor may
from time to time designate other places for payment of Rent by written notice
delivered to Lessee.


ARTICLE 5. TAXES, ASSESSMENTS, CHARGES AND UTILITIES:

        5.1     Responsibility for Payment of Taxes. Lessor shall be solely
                responsible for the payment of all Real Estate Taxes, Other
                Lessor Taxes (collectively "Taxes") upon or with respect to the
                Premises (excepting from Lessor's responsibility under this
                Section 5.1 all Taxes on the furniture, fixtures, appliances,
                equipment and other personal or movable property located on the
                Premises (the "Contents")) now or hereafter assessed either in
                the name of Lessor, or Lessee.

        5.2     Availability of Utilities. Lessor shall be responsible to Lessee
                for the quality or availability of utilities or services to the
                Premises and improvements, including but not limited to
                electricity, gas, energy, telephone, garbage and trash removal
                and disposal, sewage or effluent removal or disposal, water and
                other utilities or service.

        5.3     Payment for Utilities. Lessee shall be solely responsible and
                shall promptly pay for all electricity, gas, energy, telephone,
                garbage or trash removal and disposal, sewage or



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                effluent removal or disposal, water or other utility or service
                used or consumed on the Premises.

ARTICLE 6. INDEMNIFICATION; INSURANCE:

        6.1     Lessee's Insurance. During the Term of this Lease, Lessee shall
                obtain and keep in full force and effect, the following
                insurance which may be provided under blanket insurance policies
                covering other properties as well as the Premises. Upon Lessor's
                request, Lessee will provide Lessor with a certificate(s)
                evidencing such insurance:

                6.1.1 Liability Insurance. Personal injury, bodily injury and
                property damage insurance, naming Lessor as an additional
                insured as its interest may appear from time to time, against
                liability arising out of Lessee's use, occupancy, or maintenance
                of the Premises. Such insurance shall provide coverage for and
                shall be in an amount of not less than One Million Dollars
                ($1,000,000.00) for injury to or death of one or more persons in
                any one accident or occurrence. Lessee's insurance shall be
                primary with respect to any claim arising out of events that
                occur in the Premises.

                6.1.2 Lessee's Property Insurance. Commercial property form
                insurance with a special form endorsement to the extent of at
                least eighty percent (80%) of the insurable value of the all of
                the following: Lessee's fixtures, equipment and inventory in the
                Premises. During the Term, Lessee shall use the proceeds from
                any such policy or policies of insurance for the repair or
                replacement of the insured property unless Lessee elects to
                terminate the Lease in the event of such casualty. Lessor shall
                have no interest in any insurance proceeds Lessee receives for
                Lessee's Property and Lessor shall have no interest in any
                insurance proceeds Lessee receives for Lessee's Property and
                Lessor shall sign all documents which are necessary or
                appropriate in connection with the settlement of any claim or
                loss by Lessee.

                6.1.3 Building Property Insurance. Lessee shall also be
                responsible for procuring and maintaining throughout the Term of
                this Lease commercial property form insurance insuring the
                Leased Premises as follows: (i) The portion of the Leased
                Premises located at 8408 Oak Street for the amount of
                $75,000.00; and (ii) The portion of the Leased Premises located
                at 8416 Oak Street for the amount of $470,000.00.

        6.2     Waiver of Subrogation. Neither Lessor nor Lessee shall be liable
                to the other or to any insurance company (by way of subrogation
                or otherwise) insuring the other party for any loss damage to
                any building, structure or other tangible property, or any
                resulting loss of income and benefits, even though such loss or
                damage might have been occasioned by the negligence of such
                party, its agents or employees if any such loss or damage is
                covered by insurance benefiting the party suffering such loss or
                damage or was required to be covered by insurance pursuant to
                this Lease. Lessor and Lessee shall require their respective
                insurance companies to include a standard waiver of subrogation
                provision in their respective policies.

        6.3     Indemnification by Lessee. Lessee shall defend, indemnify, and
                hold Lessor and Lessor's agents, officers, directors, employees,
                and contractors harmless against and from



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                any and all injuries, costs, expenses, liabilities, losses,
                damages, injunctions, suits, actions, fines, penalties, and
                demands of any kind or nature (including Litigation Expenses)
                arising in connection with any and all third party claims
                arising out of (a) injuries occurring within the Premises; (b)
                any intentional acts or negligence of Lessee or Lessee's agents,
                employees, or contractors; (c) any breach or default in the
                performance of any obligation on Lessee's part to be performed
                under this Lease; or (d) the failure of any representation or
                warranty made by Lessee herein to be true when made. This
                indemnity does not include the intentional or negligent acts or
                omissions of Lessor or its agents, officers, contractors or
                employees. This indemnity shall survive termination of this
                Lease only as to claims arising out of events that occur prior
                to termination of the Lease.

        6.4     Indemnification of Lessor. Lessor shall defend, indemnify, and
                hold Lessee and Lessee's agents, officers, directors, employees,
                and contractors harmless against and from any and all injuries,
                costs, expenses, liabilities, losses, damages, injunctions,
                suits, actions, fines, penalties, and demands of any kind or
                nature (including Litigation Expenses) by or on behalf of any
                person, entity or governmental authority occasioned by or
                arising out of (a) injuries occuring in any portion of the
                property of the Lessor outside the Premises; (b) any intentional
                act, or negligence of Lessor or Lessor's agents, employees, or
                independent contractors; (c) any breach or default in the
                performance of any obligation on Lessor's part to be performed
                under this Lease; or (d) the failure of any representation or
                warranty made by Lessor herein to be true when made. This
                indemnity does not include the intentional or grossly negligent
                acts or omissions of Lessor or its agents, officers, contractors
                or employees. This indemnity shall survive termination of this
                Lease only as to claims arising out of events that occur prior
                to termination of this Lease.

ARTICLE 7. IMPROVEMENTS:

        7.1     Standard for Use of Premises. Lessee shall use and occupy the
                Premises as a prudent administrator and, on the Expiration date,
                shall return the same to Lessor in the same condition as
                received, broom clean, ordinary wear and tear excepted.

        7.2     Requirements for Alterations. No alteration, addition or
                improvement to the Premises which exceeds $15,000 in cost shall
                be made by Lessee without the advance written consent of Lessor.
                Any alteration, addition or improvement made by Lessee after
                such consent shall have been given, and any fixtures installed
                as a part thereof, shall at Lessor's sole option, which shall be
                given at the time that Lessor consent to the alteration is
                given, become the property of Lessor upon the Expiration Date or
                other sooner termination of this Lease.

        7.3     Standards for Construction of Alterations. All alterations,
                additions and improvements shall be done in a good and
                workmanlike manner.

ARTICLE 8. MAINTENANCE:

        8.1     Lessor's Requirements. Lessor shall, at its sole cost and risk,
                maintain, repair and


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                replace any and all pipes, ducts, wires, mains or conduits which
                do not serve the Premises exclusively, the roof and the system
                for drainage of water therefrom, the foundation, the floor slab,
                the underground and otherwise concealed plumbing, the exterior
                walls, all heating ventilation and air conditioning, parking
                lots and street curbs, and the structural portion of the
                Premises, excluding all windows, window glass, plate glass and
                all doors of the Premises. Lessor shall be responsible for
                termite eradication and exterior pest control. Lessee shall give
                notice to Lessor of the need for repairs, corrections or
                replacements, provided Lessee has knowledge thereof, and Lessor
                shall proceed promptly to make such repairs, corrections or
                replacements. When performing any repairs which involve the
                Premises, Lessor shall use reasonable efforts to keep
                interference with Lessee's business to a minimum and Lessor
                shall (i) perform such work in a good and workmanlike manner;
                and (ii) diligently prosecute such work to completion (including
                the restoration of Lessee's improvements and fixtures that were
                disturbed by Lessor to complete such work). Additionally, Lessor
                shall not locate any ducts, pipes, mains, wires or conduits in
                any part of the Premises which would materially interfere with
                Lessee's operation of its business.

        8.2     Lessee's Remedy for Lessor's Failure. If Lessor fails or
                neglects to make adequate repairs to the Premises as specified
                herein above within thirty (30) days after receipt of notice
                from Lessee of the necessity therefor, or within twenty-four
                (24) hours in the event of an emergency, then Lessee may, but
                shall not be obligated to, make such repairs and Lessor shall
                reimburse Lessee for the actual cost thereof within twenty (20)
                days after receipt of a bill therefor and copies of applicable
                invoices. If Lessor fails to reimburse Lessee, Lessee may, at
                Lessee's option, deduct said cost from any amounts next due
                Lessor until such amount is fully recovered. If such repairs
                cannot reasonably be completed within thirty (30) days after
                receipt of notice from Lessee of the necessity therefor, and
                Lessor commences the making of such repairs within said thirty
                (30) day period and thereafter pursues the completion thereof
                with reasonable diligence, Lessor shall have such additional
                time as is reasonably necessary to complete the same before
                Lessee has the right of exercise any remedies set forth in this
                Lease.

        8.3     Warranty of Working Condition. Lessor warrants that, from the
                Commencement Date, the plumbing, fire protection sprinkler (if
                any), heating system, electrical system and air conditioning
                equipment shall be in good operating condition for a Term. If
                Lessor fails remedy item in need of repair and after Lessor has
                received thirty (30) days notice from Lessee, Lessee may, but
                shall not be obligated to, perform any such maintenance, repairs
                and alterations, including all necessary replacements, and
                Lessor shall reimburse Lessee for the actual cost thereof within
                twenty (20) days after receipt of a bill therefor and copies of
                applicable invoices. If Lessor fails to reimburse Lessee, Lessee
                shall have the right to deduct said cost from any amounts next
                due to Lessor until such amount is fully recovered.

ARTICLE 9. EMINENT DOMAIN:

        9.1     Taking of Whole of Premises. If the whole of the Premises shall
                be acquired or condemned by or through a Taking, then the Term
                of this Lease shall cease and terminate as of the date of title
                vesting in such proceeding and all Rent shall be paid up to that
                date.



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        9.2     Partial Taking Rendering Premises Unsuitable. If any part of the
                Premises shall be acquired or condemned by a Taking, and in the
                event that such partial Taking or condemnation shall render the
                Premises unsuitable for Lessee's use, then the Term of this
                Lease shall cease and terminate as of the date of title vesting
                in such proceeding. Rent shall be paid up to that date.

        9.3     Partial Taking not Rendering Premises Unsuitable. In the event a
                partial Taking does not render the Premises unsuitable for
                Lessee's use, then Lessor shall promptly restore the Premises to
                a condition comparable to its condition at the time of the
                Taking less the portion lost in the Taking, and this Lease shall
                continue in full force and effect. The Rent shall be reduced in
                proportion to the area of the Premises taken.

        9.4     Damages from any Condemnation Proceeding. Although the damages
                in the event of any condemnation belong to Lessor, whether such
                damages are awarded as compensation for diminution in value of
                the leasehold or to the fee of the Premises, Lessee shall have
                the right to claim such compensation as may be separately
                awarded or recoverable by Lessee in Lessee's own right on
                account of any and all damages to Lessee's business by reason of
                the condemnation and for or on account of any cost or loss
                incurred by Lessee.

ARTICLE 10. QUIET ENJOYMENT:

        10.1    Warranty of Quiet Enjoyment. Lessor warrants and represents that
                it has full power and authority to enter into this Lease and to
                lease the Premises on such terms and conditions as it deems fit,
                and so long as Lessee timely keeps, observes and performs all of
                the terms, covenants, conditions and obligations herein
                contained, Lessee shall have quiet and undisturbed possession of
                the Premises, including, without limitation, freedom of access
                to the Building, freedom from constructive eviction, whether
                caused by Lessor, other tenants of the Lessor or third persons,
                and the ability to continue Lessee's business operations on the
                Premises of the Contemplated Use.


ARTICLE 11. SUBORDINATION AND NON-DISTURBANCE:

        11.1    This Lease shall be subject and subordinate at all times to the
                lien of Lessor's existing and future mortgages. Lessee will
                nevertheless execute and deliver such further instruments
                subordinating this Lease to the lien of any such mortgage that
                may be desired by any such mortgagee, provided such form is
                commercially reasonable, and provided mortgagee agrees that will
                not disturb the possession of the Lessee.

ARTICLE 12. DEFAULT:

        12.1    Lessee Events of Default. Any one or more of the following
                events shall constitute a breach of this Lease and, on
                occurrence thereof, Lessee shall be in Default hereunder:

                (a)     Whenever Lessee shall fail to pay any installment of
                        Rent or any other sum payable by Lessee to Lessor or any
                        third party under this Lease on the date upon



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                        which the same is due to be paid and such failure shall
                        continue to fifteen (15) days after Lessee shall have
                        been given written notice thereof;

                (b)     Whenever Lessee shall fail to keep, perform, or observe
                        any of the covenants, agreements, terms, or provisions
                        contained in this Lease that are to be kept or performed
                        by Lessee other than with respect to payment of Rent or
                        other liquidated sums of money, including the obligation
                        to maintain the Premises and Lessee shall fail to
                        commence and take such steps as are necessary to remedy
                        the same within thirty (30) days after Lessee shall have
                        been given a written notice specifying the same, or
                        having so commenced, shall thereafter fail to proceed
                        diligently and with continuity to remedy the same;

                (c)     Whenever an involuntary petition shall be filed against
                        Lessee under any bankruptcy or insolvency law or under
                        the reorganization provisions of any law of like import
                        or a receiver of Lessee, or for all or substantially all
                        of the property of Lessee shall be appointed without
                        acquiescence, and such petition or appointment is not
                        discharged within sixty (60) days after the happening of
                        such event; or

                (d)     Whenever Lessee shall be dissolved or liquidated, or
                        whenever Lessee shall file a voluntary petition under
                        any bankruptcy or insolvency law or under the
                        reorganization provisions of any law of like import, or
                        whenever Lessee shall fail within ninety (90) days to
                        lift any execution, garnishment, or attachment of such
                        consequence as will impair Lessee's ability to carry o
                        its operations at the Premises, or whenever Lessee shall
                        make a general assignment for the benefit of its
                        creditors, or shall enter into an agreement of
                        composition with its creditors or whenever an Order for
                        Relief shall be granted with respect to such party
                        pursuant to Title 11 of the United States Code or
                        whenever such party shall seek relief under any other
                        law for the benefit of debtors.

        12.2    Remedies for Lessee's Default. If Lessee is in default under
                this Lease, then Lessor has the right, at his election, to
                undertake any one or more of the following non-exclusive
                actions:

                (a)     To give Lessee written notice of Lessor's intention to
                        terminate this Lease on the earliest date permitted by
                        law or on any later date specified in such notice, in
                        which case Lessee's right to possession of the Premises
                        will cease and this Lease will be terminated, except as
                        t Lessee's liability, as if the date fixed in such
                        notice were the end of the Term, without, however,
                        waiving Lessor's right to collect all Rent and other
                        payments due or owing for the period up to the time
                        Lessor regains possession, as well as any and all other
                        Litigation Expenses incurred in connection therewith;

                (b)     Without further demand or notice of any kind, to reenter
                        and take possession of the Premises or any part of the
                        Premises, repossess the same, expel Lessee and those
                        claiming through or under Lessee, and remove the effects
                        of both or either, using such force for such purposes as
                        may be necessary, and without prejudice to any remedies
                        for arrears of Rent incurred as a result of any
                        preceding Default;



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                (c)     Proceed for past due installments of Rent, reserving its
                        right to proceed later for the remaining installments;

                (d)     Declare all of the unpaid installments of Rent at once
                        due and payable, whereupon the whole thereof shall
                        become and be immediately due and payable, and proceed
                        to enforce its legal remedies hereunder; and/or

                (e)     Without further demand or notice of any kind, to cure
                        any default and to charge Lessee for the cost of
                        effecting such cure, provided that Lessor will have no
                        obligation to cure any such default.

        12.3 Lessor Events of Default and Remedies of Lessee. The occurrence of
        any one or more of the following events shall constitute a default and
        breach of this Lease by Lessor: (a) Lessor's failure to do, observe,
        keep or perform any of the terms, covenants, conditions, agreements or
        provisions of this Lease required to be done, observed, kept or
        performed by Lessor, within fifteen (15) days after written notice by
        Lessee to Lessor of said failure (except when the nature of Lessor's
        obligation is such that more that fifteen (15) days are required for its
        performance, then Lessor shall not be deemed in default if it commences
        performance within the fifteen (15) day period and thereafter diligently
        pursues the cure to completion); or (b) the failure of any
        representation of warranty to be true when deemed given hereunder. In
        the event of a default by Lessor, Lessee, at its option without further
        notice or demand, shall have the right to any one or more of the
        following remedies in addition to all other rights and remedies provided
        at law or in equity or elsewhere herein: (a) to remedy such default or
        breach and deduct the costs thereof (including Litigation Expenses) from
        the installments of rent next falling due; (b) to pursue the remedy of
        specific performance; (c) to seek money damages for loss arising from
        Lessor's failure to discharge its obligations under the Lease; and (d)
        to terminate the lease. Nothing herein contained shall relieve Lessor
        from its obligations hereunder, nor shall this Section be construed to
        obligate Lessee to perform Lessor's repair obligations.

ARTICLE 13. NOTICES:

        13.1    Any notice, request, demand, consent, approval, or other
                communication required or permitted under this Lease must be in
                writing and will be deemed to have been given when personally
                delivered, sent by facsimile with receipt acknowledged,
                deposited with any nationally recognized overnight carrier that
                routinely issues, receipts, or deposited in any depository
                regularly maintained by the United States Postal Service,
                postage prepaid, certified mail, return receipt requested,
                addressed to the party for whom it is intended at the addresses
                set forth in Section 1. Either Lessor or Lessee may add
                additional addresses or change its address for purposes of
                receipt of any such communication by giving ten (10) days prior
                written Notice of such change to the other party in the manner
                prescribed in this Section.

ARTICLE 14. ENVIRONMENTAL RESPONSIBILITY AND INDEMNITY:

        14.1    Lessor's Covenants. Lessor warrants, represents, covenants and
                agrees as follows:



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        14.1.1  To the best of Lessor's knowledge, no Hazardous Material has
                been released, discharged or disposed of on, under or about the
                Premises or off-site of the Premises which affect the Premises
                by any entity, firm or person, or from any source whatsoever.

        14.1.2  Lessor shall require each of its employees, agents, contractors,
                subcontractors, Lessees, sublessees, or any other party over
                whom Lessor has supervision or control or right of the same to
                comply with all applicable Environmental Laws.

        14.1.3  To the best of Lessor's knowledge, there are no underground
                storage tanks on the Premises, and no underground storage tanks
                have been removed from the Premises. To the best of Lessor's
                knowledge, there is no asbestos or asbestos containing material
                in or on the Premises, and no asbestos or asbestos containing
                material has been removed from the Premises. To the best of
                Lessor's knowledge, no facilities involving the manufacture or
                disposal of any Hazardous Material or the use or storage of more
                than five hundred (500) gallons of any Hazardous Material per
                year, including, without limitation, gasoline stations,
                automobile repair facilities, dry cleaners, photo developing
                laboratories, junkyards, landfills, waste treatment storage,
                disposal, processing or recycling facilities have been located
                on or adjacent to the Premises.

        14.1.4  Lessor shall give prompt notice to Lessee of : (a) any
                proceeding or inquiry by any governmental authority in presence
                of any Hazardous Material on the Premises (or-off site of the
                Premises that might affect the Premises). Loss or injury that
                might result from any Hazardous Material; (b) all claims made or
                threatened by any third party on the Premises, relating to any
                loss or injury resulting from any Hazardous Material; and (c)
                Lessor's discovery of Hazardous Material or condition on the
                Premises, (or off-site of the Premises that might affect the
                Premises) that could cause the part thereof, to be subject to
                any restriction on occupancy or use of the Premises under any
                Environmental Law.

        14.1.5  If any Hazardous Material is deposited, released, stored,
                disposed, discovered or present in or on the Lessor, Lessor's
                expense, shall (subject to Lessee's obligations set forth in
                Section 14.2.1) in a manner that complies with the laws, rules,
                regulations and policies of any governmental body with
                jurisdiction over the same, remove, transport such substances
                and perform all remediation and cleanup necessary or advisable
                to remediate any damage to the property or the environment as a
                result of the presence of such Hazardous Materials. Lessor shall
                use its best efforts to and indirect impact on Lessee during all
                activities related to remediation. If any asbestos is discovered
                in the Lessee's inspection of the Premises or construction of
                its Lessee improvements, then Lessor shall promptly remove
                asbestos or cause it to be removed at Lessor's sole cost and
                expense.


                Indemnities.

        14.2.1  Lessee shall protect, indemnify, and hold harmless Lessor and
                Lessor's employees, agents, parents and third parties from and
                against any and all loss, damage, cost, expense or liability
                (including Litigation Expenses) and the costs for incurred
                improvements necessary to return the Premises to the physical
                condition existing prior to undertaking any activity Hazardous
                Material ("Claims") directly arising out of or attributable to



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                Lessee's or Lessee's agents, contractors, or manufacture,
                storage, release, or disposal of a Hazardous Material on the
                Premises. This indemnity shall survive the duration of this
                Lease.

        14.2.2  Lessor shall protect, indemnify and hold harmless Lessee and its
                agents, officers, directors, contractors, parents, subsidiaries,
                successors, and assigns from and against any Claims directly or
                indirectly related to: (a) a violation under Environmental laws
                except that if such Claims are directly related to Lessee's, or
                Lessee's agents, or employees use, manufacture, storage, release
                or disposal of a Hazardous Material on the Premises; or (b) a
                breach resentation, warranty, covenant or agreement contained in
                this Article. This indemnity shall survive the termination of.
                In the event of any governmental or court order concerning
                Hazardous Materials on the Premises, (not caused by what
                precludes Lessee from reasonable operation of its business on
                the Premises, Lessee may cease operating and Rent other charges
                shall be abated. If such governmental or court order is not
                resolved within three (3) months, Lessee may this Lease.

ARTICLE 15. FIRE OR OTHER CASUALTY LOSSES:

        15.1    Result of Total or Partial Destruction of the Premises. If the
                Premises are totally destroyed by fire or other, this Lease
                shall thereupon cease and terminate and all rights and
                obligations between the parties hereto shall end. In the event
                of partial damage or destruction Lessor shall promptly proceed
                to restore the Premises to as nearly as possible its condition
                before such partial damage or destruction. Lessee shall be
                entitled to an abatement in Rent as a result of partial damage
                or to the Premises.

        15.2    Risk of Loss of Lessee's Property. Lessee further agrees that
                any and all property belonging to it and kept or maintained on
                the Premises shall always be kept and maintained thereon at
                Lessee's sole risk and expense, and Lessor shall never be held
                liable or responsible to Lessee or any other person for damage
                of any nature to said property for any reason whatsoever.

ARTICLE 16. LESSOR'S RIGHT OF ACCESS:

                        With prior Notice, Lessor and his representatives may
                        enter the Premises at any reasonable time for the
                        purpose of inspecting the Premises, to determine whether
                        Lessee is complying with the terms and conditions is
                        lease, and for the performing of any work which Lessor
                        elects to undertake made necessary by reason of Lessee's
                        default under the terms of this Lease. Lessor shall, at
                        all times be liable for any damage caused by its such
                        access.

ARTICLE 17. RELATIONSHIP OF THE PARTIES: Nothing contained in this Lease shall
                be construed by the parties hereto, any other person or entity,
                as constituting the parties as principal and agent, partners, or
                joint ventures, nor shall anything herein either party liable of
                the debts and obligations of the other party.

ARTICLE 18. INVALIDITY: If any provision of this Lease is found by a court of
        competent jurisdiction to be illegal, invalid or unenforceable, the
        remainder of the Lease will be affected or impaired, and in lieu of each
        provision which is found to be illegal, invalid or unenforceable,



                               Exhibit (10.5)-p10

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.5)


        there will be added as a part of this Lease a provision as similar to
        such illegal, invalid, or unenforceable provision as may be possible and
        be legal, valid and enforceable.

ARTICLE 19. NO WAIVER: The waiver by any Party of any agreement, condition or
        provision contained in this Lease will not be deemed to be a waiver of
        any subsequent breach of the same or any other agreement, condition or
        provision contained in this Lease, nor will any custom or practice that
        may grow up between the parties in the administration of the terms of
        this Lease be construed to waive or to lessen the right of Lessor to
        insist upon the performance by Lessee in strict accordance with the
        terms of this Lease.

ARTICLE 20. NO CONSTRUCTION AGAINST DRAFTING PARTY: Lessor and Lessee
        acknowledge that each of them and their counsel have had an opportunity
        to review this Lease and that this Lease will not be construed against
        Lessor merely because Lessee has prepared it.

ARTICLE 21. GENDER: Whenever the sense of this Lease so requires, the use of (a)
        the singular number shall be deemed to include the plural, (b) the
        masculine gender shall be deemed to include the feminine or neuter
        gender, and (c) the neuter gender shall be deemed to include the
        masculine or feminine gender.

ARTICLE 22. HEADINGS: The Section headings herein are for convenience or
        reference only, and do not confine, limit or construe the contents of
        the Section.

ARTICLE 23. ENTIRE AGREEMENT: This Lease contains the entire agreement between
        the Parties and cannot be changed, modified or terminated orally. All
        prior understandings, terms and conditions are deemed merged in this
        Lease. No amendment, alteration, modification of, or addition to the
        Lease will be valid or binding unless expressed in writing and signed by
        Lessor and Lessee. Lessee agrees to make any modifications of the terms
        and provisions of this Lease required or requested by any lending
        institution providing financing for the Premises, provided that no such
        modifications will materially adversely affect Lessee's rights and
        obligations under this Lease.

ARTICLE 24. SURVIVAL: All of Lessor's remedies, Lessee's indemnities in favor of
        Lessor and Lessee's obligations pursuant to the Lease shall survive the
        expiration of the Term of this Lease.

ARTICLE 25. BROKERS: Lessor and Lessee respectively represent and warrant to
        each other that neither of them has consulted or negotiated with any
        broker or finder with regard to the Premises. Each of them will
        indemnify the other against and hold the other harmless from any claims
        for fees or commissions from anyone with whom either of them has
        consulted or negotiated with regard to the Premises.

ARTICLE 26. GOVERNING LAW: The provisions of this Lease shall be governed by the
        laws of the State of Louisiana.

ARTICLE 27. COUNTERPARTS: This Lease may be executed in any number of
        counterparts, each of which shall be an original, but all of which shall
        together constitute one and the same instrument.



                               Exhibit (10.5)-p11

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.5)


ARTICLE 28. TIME OF ESSENCE: Time is of the essence of each and every provision
        of this Lease.

        This Lease has been signed by Lessor at Baton Rouge, Louisiana, in
        multiple original copies on the 15th day of October, 1999.
















                               Exhibit (10.5)-p12

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.5)



WITNESSES:                                            FORMS CONTROL CO., INC.
/S/ REBECCA C. PERSSON                        BY: /S/JOHN A.H. PERSSON, JR.
----------------------                          --------------------------
/S/ TONI P. THOMPSON                                     JOHN A.H. PERSSON, JR.
---------------------------







THIS LEASE HAS BEEN SIGNED BY LESSEE IN THE CITY OF BATON ROUGE, STATE OF
        LOUISIANA, IN MULTIPLE ORIGINAL COPIES ON THE 15TH DAY OF OCTOBER, 1999.



WITNESSES:                                 TRANSDATA SYSTEMS, INC.
/S/REBECCA C. PERSSON                      BY: /S/ KENNETH J. POCHE, PRESIDENT
---------------------                          -------------------------------
/S/ TONI P. THOMPSON                                KENNETH J. POCHE, PRESIDENT
--------------------








                               Exhibit (10.5)-p13

<PAGE>

                                 Exhibit Section
                                 Exhibit (10.5)



NOTARIAL ACKNOWLEDGMENT


STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

                BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC AND THE UNDERSIGNED
                COMPETENT WITNESSES, PERSONALLY CAME AND APPEARED THE
                UNDERSIGNED PERSON, TO ME KNOW TO BE THE PERSON DESCRIBED IN AND
                WHO EXECUTED THE FOREGOING INSTRUMENT ENTITLED LEASE AGREEMENT,
                WHO DECLARED AND ACKNOWLEDGED TO ME THAT APPEARER SO EXECUTED
                THE FOREGOING INSTRUMENT AS APPEARER'S OWN FREE ACT AND DEED FOR
                THE USES, CONSIDERATIONS AND PURPOSES THEREIN EXPRESSED.

                THUS DONE AND SIGNED AT BATON ROUGE, LOUISIANA, THIS 15TH DAY OF
                OCTOBER 1999,

        WITNESSES:                                       FORMS CONTROL CO., INC.

        /S/REBECCA C. PERSSON                     BY: /S/JOHN A.H. PERSSON, JR.
        ---------------------                         ------------------------
        /S/TONI P. THOMPSON                              JOHN A.H. PERSSON, JR.
        --------------------------





                                  NOTARY PUBLIC











                               Exhibit (10.5)-p14


</TEXT>
</DOCUMENT>
