0001193125-04-195073 Sample Contracts

Assignment and Assumption of Lease
Assignment and Assumption of Lease • November 12th, 2004 • Veri-Tek International, Corp. • Special industry machinery, nec • Michigan

This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Agreement”) is entered into as of October 31, 2003 (the “Effective Date”) by and among Veri-Tek International Corp., a Michigan corporation (“Assignor”), Quantum-Veritek, Inc., a Michigan corporation (“Assignee”), and Pontiac Trial, LLC, a Michigan limited liability company (“Landlord”). Assignor, Assignee and Landlord are referred to collectively herein as the “Parties.”

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Assignment and Assumption of Equipment Lease
Assignment and Assumption of Equipment Lease • November 12th, 2004 • Veri-Tek International, Corp. • Special industry machinery, nec • Michigan

This ASSIGNMENT AND ASSUMPTION OF EQUIPMENT LEASE (this “Agreement”) is entered into as of October 31, 2003 (the “Effective Date”) by and among Veri-Tek International Corp., a Michigan corporation (“Assignor”), Quantum-Veritek, Inc., a Michigan corporation (“Assignee”), and Pontiac Trail, LLC, a Michigan limited liability company (“Lessor”). Assignor, Assignee and Lessor are referred to collectively herein as the “Parties.”

QUANTUM VALUE PARTNERS, LP. 20% SUBORDINATED NOTE DUE 2008
Veri-Tek International, Corp. • November 12th, 2004 • Special industry machinery, nec

FOR VALUE RECEIVED, the undersigned, Quantum-Veritek, Inc. a Michigan corporation (the “Company”), hereby promises to pay to the order of Quantum Value Partners, LP (“Payee”), at Payee’s address as specified below (or at such other place as the holder of this Note (the “Holder”) may from time to time hereafter direct by notice in writing to the Company), the principal amount of $5,900,000 on August 1, 2008 (the “Maturity Date”).

SUBORDINATION AGREEMENT (All Indebtedness and Liens)
Subordination Agreement • November 12th, 2004 • Veri-Tek International, Corp. • Special industry machinery, nec • Michigan

Quantum-Veritek, Inc. (“Borrower”) is indebted to the undersigned (“Creditor”) in the principal sum of Five Million Nine Hundred Thousand Dollars ($5,900,000) evidenced by ¨ an open account x a promissory note ¨ other (describe) N/A which indebtedness is ¨ unsecured x secured by all personal property of Borrower and Creditor is or may become financially interested in Borrower and desires to aid Borrower in obtaining or having continued financial accommodations, whether by way of loan, commitment to loan, discounting of instruments, extensions of credit or the obtaining of any other financial aid from Comerica Bank (“Bank”).

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