**LEASE
      AGREEMENT**





THIS
      LEASE AGREEMENT (the “Lease Agreement”), made this day 28 th day of
      December **,** 2006
      (“Effective Date”), by and between PHILLIP A. WILAND and LINDA S. WILAND, both
      individuals who reside in the State of Colorado (collectively, the “Landlord”)
      and SIMCLAR INTERCONNECT TECHNOLOGIES, INC., a Delaware corporation
      (“Simclar”).





WITNESSETH





WHEREAS,
      Landlord is the owner of Lots 1 and 4 of Wiland Park Subdivision (the “Wiland
      Park Subdivision” and each lot individually referred to as “Lot 1” and “Lot 4”),
      a subdivision in Ozark, Christian County, Missouri, the final plat of which
      is
      recorded in Book H, at Page 524 in the Office of the Recorder, Christian County,
      Missouri, a copy of which is attached hereto as Exhibit A and incorporated
      herein by this reference;





WHEREAS,
      located on Lot 1 is a building containing approximately 171,238 square feet
      (the
“Building”), together with certain improvements, including, but not limited to,
      an entrance and drive off of Highway 14, a loading and unloading dock and
      various areas of parking;





WHEREAS,
      Lot 4 contains no buildings but is paved for use as a parking area;





WHEREAS,
      prior to the execution of this Lease Agreement, the Building was under lease
      to
      Astral Direct, LLC, a Delaware limited liability company
      (“Astral”);





WHEREAS,
      Astral has agreed to terminate its lease of the Building in order to enter
      into
      a new lease for a portion of the Building and to allow Simclar to lease the
      remaining portion of the Building;





WHEREAS,
      Landlord desires to lease to Simclar and Simclar desires to lease from Landlord
      (1) approximately 52,826 square feet of space in the Building (30.85% of the
      total square footage of the Building) as set forth and described in Exhibit
      B,
      which is attached hereto and incorporated herein by this reference, (2) with
      the
      exception of any areas specifically reserved for use by Astral, including,
      but
      not limited to the portion of the Building leased to Astral and the parking
      areas reserved to them as set forth in Exhibit E, attached hereto (the “Astral
      Lease”), the interior and exterior common and public areas and facilities on Lot
      1 (as further defined in Section 1 below) and (3) all of Lot 4 (the “Simclar
      Premises”);





WHEREAS,
      Simclar acknowledges that the remaining portion of the Building (that portion
      not being leased by Simclar as provided for herein) and certain parking areas
      are being leased to Astral pursuant to the Astral Lease executed simultaneously
      with this Lease Agreement; and





WHEREAS,
      the parties agree that this Lease Agreement is contingent upon and is to be
      executed simultaneously with the Astral Lease; and








WHEREAS,
      Landlord desires to grant Simclar an option to purchase and a right of first
      refusal with respect to Lots 1, 2, 3 and 4 of Wiland Park Subdivision upon
      the
      terms and conditions granted herein;





NOW
      THEREFORE, in consideration of the mutual covenants and agreements between
      the
      parties hereto and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by both parties, Landlord and
      Simclar agree as follows:





1. Premises .
      Landlord hereby leases to Simclar and Simclar agrees to lease from Landlord,
      upon and subject to the terms and provisions of this Lease Agreement, the
      Simclar Premises, subject to the following:





(a)  The
      drive, as currently constructed, which provides access to the Building from
      and
      to State Highway 14 shall only be used for the purpose of ingress and egress
      and
      is not to be used for parking;





(b)  The
      loading dock area and the truck turnaround area on the east side of the Building
      on Lot 1 are reserved for use by Astral, except that Simclar will generally
      have
      the right of passage through this area for ingress and egress to the other
      Lots
      and to the other entrances to the building and other parking areas;





(c)  Ten
      (10)
      of the parking spaces located on the north side of the Building on Lot 1 shall
      be reserved and designated for parking by Simclar. More specifically, five
      (5)
      of the parking spaces which face the Building and five (5) of the parking spaces
      which face State Highway 14 shall be reserved and designated for parking by
      Simclar. All remaining parking spaces on the north side of the Building on
      Lot 1
      shall be reserved for use by Astral. Simclar and Astral shall mutually agree
      as
      to the exact location of the ten (10) parking spaces subject to the
      above.





(d)  All
      the
      parking on the south side of the Building on Lot 1 will be shared equally by
      Simclar and Astral on a daily first-come, first-served basis.





(e)  The
      lease
      of Lot 4 is strictly for use as parking and no improvements may be constructed
      thereon;





Simclar
      acknowledges that Lot 2 and Lot 3, which are also owned by Landlord and are
      a
      part of Wiland Park Subdivision, are not a part of the Simclar Premises or
      this
      Lease Agreement (except as they relate to the Option, as defined in Section
      30
      below) and Simclar has no right to use any portion of said Lots.





2.  Term .
      Simclar
      takes and accepts this Lease Agreement commencing on the Effective Date and
      expiring on December 31, 2011, unless sooner terminated or extended as provided
      in this Lease Agreement or otherwise agreed to in writing by the parties (“Lease
      Term”). Assuming Simclar is not otherwise in default under the Lease Agreement,
      Simclar may, at its sole option, renew the Lease Agreement for a five year
      term
      beginning January 1, 2012 and expiring December 31, 2016, by giving notice
      to
      Landlord on or before June 30, 2011. In the event of renewal, rent shall be
      increased based upon the change in the Consumer Price Index (“CPI”) during the
      period October 1, 2006 through September 30, 2011.




For
      purposes hereof, the term “CPI” shall mean the Consumer Price Index-All Urban
      Consumers, U.S. All Items (1982-84= 100) as published by the United States
      Department of Labor, Bureau of Labor Statistics. In the event that the United
      States Department of Labor, Bureau
      of
      Labor Statistics discontinues the publication of the present CPI, the index
      to
      be used hereunder shall be such index as may be published by any other United
      States government bureau or department to replace the present CPI. The
      percentage increase in CPI shall be determined by (a) taking the September
      CPI
      reported for the calendar year prior to the calendar year for which the increase
      is effective and subtracting the September CPI reported one year earlier (the
      “Prior Period CPI”) and (b) dividing the result by the Prior Period
      CPI.





2


3.  Rent .
      Simclar
      covenants and agrees to pay Landlord without demand or offset (unless
      specifically provided herein), at Landlord's office located at 8000 North 41st
      Street, Longmont, Colorado 80503 or at such place as Landlord may from time
      to
      time designate in writing, minimum rent (“Rent”) as follows:





(a)  From
      the
      Effective Date through January 31, 2007, including any partial months, rent
      shall be fully abated, with no payment of rent by Simclar; and





(b)  From
      February 1, 2007, through December 31, 2011, including any partial months,
      at
      the rate of One Hundred Eighteen Thousand Eight Hundred Fifty Eight and 50/100
      Dollars ($118,858.50) per annum, payable in equal monthly installments of Nine
      Thousand Nine Hundred Four and 88/100 Dollars ($9,904.88); and





(c)  From
      January 1, 2012, through December 31, 2016, at the rates specified in Section
      2
      hereof, if Simclar chooses to exercise its renewal option *as* outlined
      in that Section.





(d)  Simclar
      shall reimburse Landlord for Landlord's actual Real Property Taxes (as defined
      in Section 9(b)) and its reasonable cost of real estate insurance. Such
      reimbursement shall be shared on a pro-rata square footage basis with other
      tenants in the Building as set forth in Exhibit B hereto. It is estimated that
      the combined expense for Real Property Taxes and insurance for the current
      year
      will be $0.26 per square foot. Such reimbursement shall be paid monthly in
      the
      amount of $1,144.56, to be paid along with the Rent and adjusted annually if
      Real Property Taxes and insurance costs differ materially from the estimate.
      After comparing the estimated payments made by Simclar with the actual tax
      and
      insurance expenses, any overpayment or shortfall by Simclar shall be refunded
      to
      Simclar or paid to Landlord, *as* the
      case
      may be. Landlord will provide Simclar with a copy of the tax bill and invoice
      for the insurance premium within five (5) business days after receipt of written
      demand therefor.





4.  Maintenance .





(a)  Simclar .
      Simclar
      agrees at its sole cost and expense to (i) keep the Simclar Premises in good
      order, condition and repair, normal wear and tear excepted; (ii) maintain and
      repair that portion of the roof over the Simclar Premises unless covered by
      Landlord's insurance or warranty thereon, in which case Landlord shall have
      sole
      responsibility therefor; (iii) maintain the grounds area on Lot 4, which shall
      be limited to litter and trash clean up and snow and ice removal; and (iv)
      maintain the grounds area on Lot 1 together with Astral, which maintenance
      shall
      be limited to mowing, litter and trash clean up, and snow and ice removal,
      the
      cost of which Simclar agrees to share with Astral in a prorated amount equal
      to
      its percentage portion of the Building (30.85%). With respect to snow removal,
      mowing and similar maintenance for Lot 1, Simclar and Astral have discussed the
      possibility and are entitled to reach a separately negotiated agreement
      concerning the payment of such maintenance items as between them which deviates
      from the strict percentage prorata allocation provided above. For purposes
      of
      clarity, the parties agree that Simclar shall have no responsibility for
      maintaining or repairing any portion of the roof that is not directly over
      the
      Simclar Premises. Additionally, the parties agree that Simclar shall be
      responsible for the installation and maintenance of any existing or required
      sprinkler system or other fire protection system. With respect to the
      maintenance of grounds area on Lot 4, it is agreed that the area to the south
      of
      the paved parking on Lot 4 quickly transitions from pavement to grass to heavily
      wooded area. The parties agree that neither the Landlord nor Simclar is
      obligated to mow or otherwise maintain that area to the south of Lot 4. Simclar
      shall be responsible for coordinating the procurement and payment of any shared
      grounds maintenance with Astral. Notwithstanding the foregoing, any damage
      that
      is the result of an act or omission or the negligence of Landlord or Landlord's
      employee, customer, supplier, or guest, the cost and repair of which shall
      be
      the responsibility of Landlord.





3


(b)  Landlord .
      Landlord agrees at its sole cost and expense to (i) keep the structure, exterior
      walls and foundation of the Building in good order, condition and repair and
      repair the roof over the Simclar Premises if and to the extent damage to the
      roof is covered by insurance or manufacturer's warranty, (ii) maintain and
      repair the portion of the Building not being leased by Simclar, and (iii)
      maintain and repair the parking areas on Lot 1 and Lot 4, including paving,
      sealing, and striping the parking areas; provided, however, any such maintenance
      of the parking areas shall be done solely at Landlord's sole discretion on
      an as
      needed basis and Simclar acknowledges that Landlord has no present plans to
      do
      any such maintenance. Landlord shall not be responsible for any maintenance,
      repair or replacement of any of the Simclar Premises other than as is
      specifically set forth herein. Notwithstanding the foregoing, any damage to
      the
      exterior walls, foundation, or roof that is the result of an act or omission
      or
      the negligence of Simclar or Simclar's employee, customer, supplier, or guest,
      the cost and repair of which shall be the responsibility of
      Simclar.





(c)  Simclar
      will make repairs promptly upon becoming aware of a condition needing repair.
      If
      it is a condition for which Landlord is responsible and Landlord fails to
      complete any repairs within twenty (20) days of receiving Simclar's notice
      of a
      defective condition (or if Landlord fails to commence repair and diligently
      pursue the same to completion if the defective condition is of the type can
      not
      be remedied within 20 days), then Simclar may make the necessary repairs and
      deduct the actual costs for the repairs, provided they are commercially
      reasonable, from the Rent payments next coming due until Simclar has been
      completely reimbursed.





5.  Use
      of
      Simclar Premises; Compliance with Law .
      Simclar
      shall use the Simclar Premises only for lawful purposes. Landlord shall maintain
      (1) the portions of the Simclar Premises that Landlord is obligated to maintain,
      repair or replace pursuant to this Lease Agreement, (2) the portion of the
      Building not being leased by Simclar and (3) the parking areas on Lot 1 and
      Lot
      4 (hereinafter “Landlord Items”) at all times so as to comply with and conform
      to the laws, ordinances, orders and regulations of applicable governmental
      authorities, including those relating to public health, sanitation and safety
      (hereinafter “Governmental Requirements”), and that Landlord will promptly make
      any changes or alterations necessary in order that the Landlord Items conform
      to
      all Governmental Requirements then in force and effect. Simclar shall maintain
      the portions of the Simclar Premises that Simclar is obligated to maintain,
      repair, or replace pursuant to this Lease Agreement (hereinafter “Tenant Items”)
      at all times so as to comply with and conform to Governmental Requirements,
      and
      Simclar shall promptly make any changes or alterations necessary in order that
      the Tenant Items conform to all Governmental Requirements then in force and
      effect. Additionally, Simclar shall be responsible for any compliance with
      Governmental Requirements that is necessitated by (a) alterations, changes
      or
      additions made by Simclar; or (b) Simclar's particular use of the Simclar
      Premises.





4


6.  Destruction
      or Damage to Simclar Premises .
      If the
      Simclar Premises are destroyed or damaged to an extent that Simclar's ability
      to
      carry on its normal business function is effectively denied by casualty, this
      Lease Agreement shall, at the option of Simclar, terminate as of the date
      specified by Simclar in a written notice to Landlord. If, as allowed above,
      Simclar does not elect to terminate this Lease Agreement or the damage does
      not
      rise to the level that Simclar's ability to carry on its normal business
      function is effectively denied, Landlord shall promptly restore the Simclar
      Premises to an architectural unit as nearly like its condition prior to such
      casualty, and the Rent shall be abated on an equitable basis, based upon the
      extent to which the Simclar Premises are untenable or unusable, until the date
      of completion of restorations by Landlord.





7.  Simclar's
      Property .
      All
      movable partitions, other fixtures, business and trade fixtures, machinery
      and
      equipment, communications equipment and office equipment, including, without
      limitation, all furniture, furnishings and other articles of movable personal
      property owned by Simclar and located on the Simclar Premises shall be and
      shall
      remain the property of Simclar and may be removed by Simclar at any time during
      the Lease Term or any extension or renewal thereof. All alterations of a
      construction nature, including walls, ceilings, electrical fixtures, and other
      such items shall become a part of the Building and belong to the Landlord upon
      expiration of the Lease Agreement. For purposes of clarity, all improvements
      such as free-standing cabinets and specialty equipment that can be removed
      without damaging walls, floors or any other part of the Building shall belong
      to
      Simclar, and Simclar may, at Simclar's option, remove any such non-permanently
      affixed alterations constituting trade fixtures, fixtures, furniture, equipment,
      and other personal property at the expiration or termination of the Lease Term
      or renewal term. Any personal property of Simclar which shall remain on the
      Simclar Premises after Simclar gives up possession of the Simclar Premises
      may,
      at the option of the Landlord, be deemed to have been abandoned and may be
      retained by Landlord as its property or may be disposed of without
      accountability, in such manner as the Landlord may see fit. The terms of this
      Paragraph 7 shall survive the expiration or earlier termination of the Lease
      Agreement.





5


8.  Condemnation .





(a)  If
      during
      the Lease Term the whole of the Simclar Premises shall be lawfully condemned
      or
      taken (hereinafter both are referred to as a “Taking” or being “Taken”) in any
      manner for any public or quasi-public use or purpose, this Lease Agreement
      and
      the term and estate hereby granted shall forthwith cease and terminate *as* of
      the
      date of vesting of title pursuant to the Taking.





(b)  If
      a part
      of the Simclar Premises shall be Taken during the Lease Term, then the part
      so
      Taken shall no longer constitute part of the Simclar Premises, but this Lease
      Agreement shall continue in force and effect as to the part not so Taken. If
      any
      partial Taking materially impairs Simclar's ability to conduct its business
      from
      the Simclar Premises, Simclar (in its sole discretion) may deem the partial taking a Taking
      of the entire Simclar Premises and terminate this Lease Agreement. If a partial
      Taking does not result in the termination of this Lease Agreement, Landlord
      shall promptly restore that portion of the Simclar Premises that remains to
      an
      architectural unit as nearly like its condition prior to such Taking and the
      Rent shall be reduced on an equitable basis, based upon the extent of the
      partial Taking (effective the first day after the Taking).





(c)  Landlord
      shall be entitled to receive the entire award in any proceeding with respect
      to
      any Taking (other than for a temporary use and occupancy) provided for in this
      Paragraph 10 which occurs during the Lease Term without deduction therefrom
      for
      any estate vested in Simclar by this Lease Agreement, and Simclar shall receive
      no part of and shall and does hereby assign to Landlord any such award, except
      as hereinafter expressly provided. Simclar shall have the right to make a
      separate claim with the condemning authority for (i) any moving expenses
      incurred by Simclar as a result of such condemnation; (ii) any costs incurred
      and paid by Simclar in connection with any alteration or improvement made by
      Simclar to the Simclar Premises; (iii) the value of any of Simclar's property
      so
      Taken; and (iv) any other separate claim which Simclar may be lawfully permitted
      to make.





(d)  If
      all or
      any part of the Simclar Premises shall be temporarily Taken during the Lease
      Term, then, at the option of Simclar, this Lease Agreement shall remain in
      full
      force and effect, except that the Rent shall be reduced on an equitable basis,
      based upon the extent and duration of the temporary Taking. Simclar shall
      continue to be responsible for all of its obligations hereunder insofar *as* such
      obligations are not affected by such Taking. Upon the expiration of any
      temporary Taking, Landlord shall have no obligation to restore the Simclar
      Premises to their former condition.





9.  Utilities
      and Taxes .





(a)  Utilities .
      The
      parties hereto acknowledge that utilities for the Building have not been
      separately metered for the individual tenants. The parties further acknowledge
      that the cost to meter the utilities separately is high. Therefore, the parties
      agree that electric, gas, and water utilities will be paid in full to the
      utility provider by Simclar and that Simclar will invoice Astral for Astral's
      portion of such utilities, defined as follows:




6


i.  Simclar
      hereby agrees to enter into a Shared Utilities Agreement with Astral in a form
      substantively identical to Exhibit C hereto.





ii.  Simclar
      shall contract for and pay for any utilities it requires other than electric,
      gas, and water, including but not limited to telephone, data lines,
      communications lines, cable and other such services.





iii.  Subject
      to Simclar's right of reimbursement, Simclar is responsible for paying utilities
      that Simclar or Astral consume until the end of the Lease Term and such
      liability shall survive the expiration or termination of the Lease Agreement.
      For purposes of clarity, the parties agree that, in the event Astral fails
      to
      pay for its share of the utilities as is required in the Shared Utilities Agreement,
      Simclar shall be responsible for all utilities incurred on Lot 1 and Simclar
      shall have the right to seek legal redress from Astral as set forth in the
      Shared Utilities Agreement. Landlord shall never be responsible for any
      utilities on Lot 1; provided, however, should Astral vacate the portion of
      the
      Building being leased by Astral, Landlord will take reasonable steps to reduce
      the utility consumption in that portion of the Building as much as reasonably
      possible by, for example, setting the thermostat at a seasonally appropriate
      setting, turning off the lights, and making sure there are no running water
      faucets.





iv.  In
      the
      event that the Astral Lease expires or is terminated and Landlord desires to
      lease the premises to another tenant, Landlord shall give Simclar written notice
      of the name and any information reasonably necessary for Simclar to determine
      the financial responsibility of the proposed tenant (the “Proposed Tenant
      Notice”). Simclar in its sole discretion shall make a determination in writing
      no later than 15 days after receipt of the Proposed Tenant Notice as to whether
      Simclar will enter into a shared utilities agreement with the proposed tenant
      or
      require Landlord to cause the utilities to be separately metered (which right
      Landlord agrees Simclar shall have)





(b)  Taxes .
      Landlord shall be responsible for paying all Real Property Taxes, in a timely
      fashion as the same become due and payable for Lot 1 and Lot 4. The term 'Real
      Property Taxes' shall include, without limitation, all real estate taxes
      assessed by any federal, state, county, municipal or quasi-governmental
      authority, ad valorem real estate taxes, special assessments, value added taxes,
      documentary taxes, stamp taxes and any other taxes based on or relating to
      the
      real property or improvements thereof. Simclar is responsible for and shall
      reimburse Landlord 30.85% of the Real Property Taxes for Lot 1 (said 30.85%
      representing the percentage of the total square footage of the Building leased
      by Simclar) and 100% of the Real Property Taxes for Lot 4.





10.  Insurance;
      Release; and Indemnity .





(a)  Landlord
      Insurance .
      Landlord agrees to purchase (at its sole cost and expense) and keep in force
      (i)
      insurance on the Building against damage
      by
      fire and other perils under ISO Special form in an amount equal to the full
      replacement cost thereof with such reasonable deductions as would be carried
      by
      a prudent owner of a reasonably similar building, having regard to size, age
      and
      location; (ii) Comprehensive General Liability Insurance at the minimum limit
      of
      not less than $1,000,000.00 per occurrence for bodily injury and property damage
      (iii) such other insurance as Landlord reasonably considers advisable in such
      reasonable amounts and with such reasonable deductions as would be carried
      by a
      prudent owner of a reasonably similar building, having regard to size, age
      and
      location. Simclar shall reimburse Landlord for its share of such insurance
      as
      set forth in Section 3 (d) hereof.





7


(b)  Simclar
      Insurance .
      Simclar
      agrees to purchase (at its sole cost and expense) and keep in force
      Comprehensive General Liability Insurance on Lots 1 and 4 and the Building,
      at
      the minimum limit of not less than $1,000,000.00 per occurrence for bodily
      injury and property damage arising out of the activities and operations of
      Simclar and any other person on the Simclar Premises or performing work on
      behalf of Simclar and shall name
      Landlord as an additional insured. Such Comprehensive General Liability
      Insurance may be carried by Simclar through an Umbrella Liability policy. Upon
      request by Landlord, Simclar shall furnish Landlord a certificate indicating
      that the insurance policy is in full force and effect, that Landlord has been
      named as an additional insured, and that the policy may not be cancelled unless
      ten (10) days prior written notice of the proposed cancellation has been given
      to Landlord. Simclar agrees to purchase (at its sole cost and expense) and
      keep
      in force property insurance including fire and other perils under ISO Special
      form, including, but not limited to sprinkler leakage, in an amount equal to
      the
      full replacement cost of all property owned by Simclar, or for which Simclar
      is
      responsible, including all of the Simclar improvements constructed by or on
      behalf of Simclar. Simclar agrees to maintain workers' compensation insurance
      on
      its employees on the Simclar Premises with at least the statutorily mandated
      limits of coverage. Nothing contained in this Section 12 shall be construed
      as a
      requirement for Landlord to insure Simclar's personal property or
      equipment.





(c)  Release .
      Notwithstanding anything to the contrary contained herein, Landlord and Simclar
      each herewith and hereby releases and relieves the other and waives its entire
      right of action against the other for any loss or damage to the Building or
      Simclar Premises or Lots 1 or 4, which loss or damage is insured the coverage
      actually maintained by the damaged party *as* required
      by this Section 10. The casualty insurance obtained by Landlord and Simclar,
      respectively, shall include a full waiver of subrogation by the respective
      insurers of Landlord and Simclar.





(d)  Indemnity .
      Landlord agrees to indemnify and hold Simclar and its agents and employees,
      harmless from and against all costs, claims, suits, causes of action, damages,
      and liability (including reasonable attorney's fees) in connection with any
      loss
      of life, personal injury, or damage to property in or about Lot 1 or Lot 4
      or
      arising out of the use of Lot 1 or Lot 4 or arising out of the use of the
      Simclar Premises by Landlord, its agents, employees, invitees, or contractors,
      or occasioned in whole or in part by Landlord, its agents, employees, invitees,
      or contractors unless such loss, injury or damage was caused by the negligence
      or willful misconduct of Simclar, its agents, employees, invitees, or
      contractors. Simclar agrees to indemnify and hold Landlord and its agents and
      employees, harmless from and against all costs, claims, suits, causes of action,
      damages, and liability (including reasonable attorney's fees) in connection
      with
      any loss of life, personal injury, or damage to property in or about the Simclar
      Premises or arising out of the use or occupancy of the Simclar Premises by
      Simclar, its agents, employees, invitees or contractors, or occasioned in whole
      or in part by Simclar, its agents, employees, invitees or contractors, unless
      such loss, injury or damage was caused by the negligence or willful misconduct
      of Landlord, its agents, employees, invitees, or contractors. The covenants,
      obligations and liabilities under this Section 10(d) shall survive the
      expiration or earlier termination of this Lease Agreement.





8


11.  Default.
      Rights and Remedies .





A.  The
      following shall constitute events of default:





(1)  Nonpayment .
      Simclar's failure to pay Rent or any other amount due under this Lease Agreement
      and such failure continues for ten (10) days after written notice from Landlord
      that such rental or amount was not paid when due.





(2)  Failure
      to Perform .
      Simclar's failure to perform any material obligation under this Lease Agreement
      (other than the payment of Rent or any other amounts due under this Lease
      Agreement and including, but not limited to the Shared Utilities Agreement)
      within thirty (30) days after notice of nonperformance; provided, however,
      that
      if the breach is of such a nature that it cannot be cured within thirty (30)
      days, Simclar shall be deemed to have cured if cure is commenced promptly and
      diligently pursued to completion; and provided further, that in the event of
      a
      breach involving an imminent threat to health or safety, Landlord may in its
      notice of breach reduce the period for cure to such shorter period as may be
      reasonable under the circumstances.





(3)  Assignment
      or Sublease Without Consent .
      If
      there shall be an assignment or sublease by Simclar, whether voluntarily or
      involuntarily, other than in accordance with Section 13;





(4)  Execution
      and Attachment Against Simclar .
      If
      Simclar's interest under this Lease Agreement or in the Simclar Premises shall
      be taken upon execution or by other process of law directed against Simclar,
      or
      shall be subject to any attachment at the instance of any creditor or claimant
      against Simclar and said attachment shall not be discharged or disposed of
      within thirty (30) days after the levy thereof; and





(5)  Bankruptcy
      or Related Proceedings .
      If
      Simclar shall file a petition in bankruptcy or insolvency .or for reorganization
      or arrangement under the bankruptcy laws of the United States or under any
      similar act of any state, or shall voluntarily take advantage of any such law
      or
      act by answer or otherwise, or shall be dissolved or shall make an assignment
      for the benefit of creditors; if involuntary proceedings under any such
      bankruptcy or insolvency law or for the dissolution of Simclar shall be
      instituted against Simclar and is not dismissed within sixty (60) days; or
      if a
      receiver or trustee shall be appointed for the Simclar Premises or for all
      or
      substantially all of the property of Simclar, and such proceedings shall not
      be
      dismissed or such receivership or trustee vacated within sixty (60) days after
      such institution or appointment.





9


B.  Upon
      any
      event of default by Simclar, Landlord shall have the right, at Landlord's
      election, then or any time thereafter, to exercise any one or more of the
      following remedies, provided exercise of any of these remedies shall not prevent
      the concurrent or subsequent exercise of any other remedy provided for in this
      Lease Agreement or otherwise available to Landlord at law or in
      equity:





(1)  Cure
      by Landlord .
      Landlord may, at Landlord's option, but without obligation to do so, and without
      releasing Simclar from any obligations under this Lease Agreement, make any
      payment or take any action as Landlord may deem necessary or desirable to cure
      any such Simclar default in such manner and to such extent as Landlord may
      deem
      necessary or desirable. Landlord may do so without demand on, or written notice
      to, Simclar. Simclar shall pay Landlord, within ten (10) days after demand,
      all
      advances, costs and expenses of Landlord in connection with the making of any
      such payment or the taking of any such action.





(2)  Termination
      of Lease and Damages .
      Landlord may terminate this Lease Agreement, effective at such time as may
      be
      specified by written notice to Simclar, and demand
      and recover possession of the Simclar Premises from Simclar. Simclar shall
      remain liable to Landlord for damages in an amount equal to the Rent and other
      amounts payable hereunder which would have been owing by Simclar hereunder
      for
      the balance of the Lease Term had this Lease Agreement not been terminated,
      less
      the net proceeds, if any, of any re-letting of the Simclar Premises by Landlord
      subsequent to such termination, after deducting all Landlord's expenses in
      connection with such recovery of possession or re-letting. Landlord shall be
      entitled to collect and receive such damages from Simclar on the days on which
      the applicable Rent would have been payable if this Lease Agreement had not
      been
      terminated.





(3)  Repossession
      and Re-letting .
      Landlord may reenter and take possession of the Simclar Premises or any part
      thereof without demand or notice, and repossess the same and expel Simclar
      and
      any party claiming by, through or under Simclar, and remove the effects of
      both
      using such force for such purposes as may be necessary, without being liable
      for
      prosecution on account thereof or being deemed guilty of any manner of trespass,
      and without prejudice to any remedies for arrears of rent or right to bring
      any
      proceeding for any default. No such reentry or taking possession of the Simclar
      Premises by Landlord shall be construed as an ** election
      by Landlord to terminate this Lease Agreement unless a written notice of such
      intention is given to Simclar. No notice from Landlord hereunder or under a
      forcible entry and detainer statute or similar law shall constitute an election
      by Landlord to terminate this Lease Agreement unless such notice specifically
      so
      states. Landlord reserves the right, following any reentry or re-letting, to
      exercise its right to terminate this Lease Agreement by giving Simclar such
      written notice, in which event the Lease Agreement will terminate as specified
      in said notice. After recovering possession of the Simclar Premises, Landlord
      may re-let the Simclar Premises, or any part thereof: for the account of
      Simclar, for such term and on such conditions as Landlord, in its sole and
      subjective discretion, may determine. Landlord may make such repairs,
      alterations or improvements as Landlord may consider appropriate to accomplish
      such re-letting. Notwithstanding Landlord's recovery of possession of the
      Simclar Premises, Simclar shall continue to pay on the dates herein specified,
      the amounts which would be payable hereunder if such repossession had not
      occurred. Upon the expiration or earlier termination of this Lease Agreement,
      Landlord shall refund to Simclar any amount, without interest, by which the
      amounts paid by Simclar, when added to the net amount, if any, recovered by
      Landlord through any re-letting of the Simclar Premises, exceeds the amounts
      payable by Simclar under this Lease Agreement.





10


(4)  Other
      Remedies .
      Pursue
      any other remedies available at law or in equity.





12.  Landlord
      Default .
      Unless
      otherwise specified elsewhere in this Lease Agreement, if Landlord fails to
      perform any material provision of this Lease Agreement within thirty (30) days
      (or such additional time as Landlord shall reasonably require in the event
      such
      failure cannot be reasonably cured within such thirty (30) day period and
      Landlord has within thirty (30) days after notice of default from Simclar
      commenced to cure said default and is diligently prosecuting same to completion)
      after the receipt of written notice from Simclar to Landlord that Landlord
      is in
      default hereunder, then Simclar may terminate this Lease Agreement by giving
      to
      Landlord notice of Simclar's intention to do so, in which event the Lease Term
      shall end, and all obligations shall cease as ** of
      and on
      the date stated in such notice.





13.  Assignment .





(a)  Simclar
      may assign or transfer this Lease Agreement or any interest herein, voluntarily
      or by operation of law, and may sublet or license the whole or any part of
      the
      Simclar Premises upon the written consent of Landlord, which consent shall
      not
      be unreasonably withheld. Notwithstanding the foregoing, upon ten (10) days
      prior written notice to Landlord, Simclar shall have the right, without
      Landlord's consent, to sublet all or a portion of the Simclar Premises or to
      assign this Lease Agreement to any entity which is an Affiliate (as hereinafter
      defined) of Simclar. As used herein, “Affiliate” shall mean any entity (a) that
      directly owns more than fifty percent (50%) of the voting shares, membership
      interests or other controlling interests in Simclar, or (b) **in** which
      Simclar owns such controlling interests, or (c) with which Simclar is in common
      control by virtue of the ownership of such controlling interests in the entity
      and Simclar by one or more persons or entities. No consent to an assignment
      or
      sublease shall constitute consent to any further assignment or subletting.
      Simclar shall remain fully liable for the payment and performance of all
      obligations of Simclar under this Lease Agreement, notwithstanding any
      assignment or sublease, for the entire Lease Term.





(b)  Landlord
      may assign this Lease Agreement without the consent of Simclar. Furthermore,
      Landlord hereby acknowledges the option to purchase and the right of first
      refusal set forth in Section 30 held by Simclar, which option and right of
      first
      refusal shall be unaffected by any assignment by Landlord. In the event of
      any
      transfer of Landlord's interest in this Lease Agreement, the transferor shall
      cease to be liable and shall be released from all liability for the performance
      or observance of any agreements or conditions on the part of Landlord to be
      performed or observed subsequent to the time of said transfer, provided
      that  such
      transferee assumes in writing all of Landlord's obligations
      hereunder.





11


14.  Time
      of Essence .
      Time is
      of the essence relative to this Lease Agreement.





15.  Holding
      Over .
      If
      Simclar remains in possession after the termination or expiration of the Lease
      Term, without any written agreement of the parties, Simclar shall occupy the
      Simclar Premises on a month-to-month basis at two times the rental rate then
      in
      effect. Simclar's month-to-month tenancy may be terminated by either party
      on
      thirty (30) days prior written notice.





16.  Surrender
      of Simclar Premises .
      Upon
      expiration of the Lease Term, Simclar shall surrender the Simclar Premises
      and
      keys thereto to Landlord, broom clean, in the same condition (except for the
      alterations made pursuant to Section 26, which Simclar shall not be required
      to
      remove) as at the commencement of the Lease Term, normal wear and tear and
      repairs that are the Landlord's responsibility excepted.





17.  Notices .
      Any and
      all notices or other communications required or permitted to be given hereunder
      shall be sent by United States registered or certified mail (return receipt
      requested), postage prepaid, and addressed as follows:





If
      to
      Simclar:





Simclar
      Interconnect Technologies, Inc.


1624
      West
      Jackson


Ozark,
      Missouri 65721


Attn:
      President





With
      a
      copy to:





William
      J. Kelly


Porter
      Wright Morris & Arthur LLP


41
      South
      High Street


Columbus,
      OH 43215





If
      to
      Landlord:





Phillip
      Wiland


8000
      North 40 st Street


Longmont,
      CO 80503





12


With
      a
      copy to:





Mike
      Nichols


Husch
      & Eppenberger


1949
      East
      Sunshine, Suite 2-300


Springfield,
      MO 65804





Either
      party may from time to time change the address to which notice or other
      communications may be delivered or sent by giving the other party written notice
      of such change sent in accordance with this Paragraph 17.





18.  Quiet
      Enjoyment .
      Landlord covenants that it has the right to lease the Simclar Premises for
      the
      Lease Term, and agrees Simclar shall and may peaceably and quietly have, hold
      and enjoy the Simclar Premises without disturbance by Landlord or anyone
      claiming by, through or under Landlord.





19.  Subordination .
      This
      Lease Agreement is and shall be subject and subordinate to all the terms and
      conditions of all underlying mortgages that may now or hereafter encumber Lots
      1
      and 4. Landlord at Landlord's cost and expense shall obtain for the benefit
      of
      Simclar within 30 days after the date of this Lease Agreement or the date any
      subsequent mortgage is executed a nondisturbance agreement satisfactory to
      Simclar and Landlord's mortgage lender from any and all mortgage lenders, if
      any, having a lien on Lot 1, Lot 4, or Simclar Premises prior to this Lease
      Agreement or a leasehold or ownership interest on Lot 1, Lot 4, or Simclar
      Premises prior to this Lease Agreement pursuant to which such party acknowledges
      that Simclar's interest in the Simclar Premises and rights under this Lease
      Agreement shall not be disturbed so long as Simclar is not in default hereunder
      beyond any applicable grace or cure period. The party holding the instrument
      to
      which this Lease Agreement is subordinate shall recognize and preserve this
      Lease Agreement in the event of any foreclosure sale or possessory action,
      and
      in such case this Lease Agreement shall continue in full force and effect,
      and
      Simclar shall attorn to such party and shall execute, acknowledge and deliver
      any instrument that has for its
      purpose and effect the confirmation of such attornment.





20.  Definitions .
      The
      term “Landlord” as used in this Lease Agreement shall include Landlord's heirs,
      executors, administrators, personal representatives, successors, assigns and
      successors-in-title to the Simclar Premises. The term “Simclar” as used in this
      Lease Agreement shall include Simclar's heirs, executors, administrators,
      personal representatives and successors and, if this Lease Agreement shall
      be
      validly assigned or sublet, shall also include Simclar's assignees or
      subtenants, as to that portion of the Simclar Premises covered by such
      assignment or sublease. The terms “Landlord” and “Simclar” shall include male
      and female, singular and plural, corporation, partnership or individual, as
      may
      fit the particular parties, and as may be required by the particular
      context.





21.  Applicable
      Law .
      This
      Lease Agreement shall be governed by and construed in accordance with the laws
      of the state where the Simclar Premises are located.





22.  Severability .
      If any
      term, covenant or condition of this Lease Agreement or the application thereof
      to any person or circumstance shall to any extent be invalid or unenforceable,
      neither the remainder of this Lease . Agreement
      nor the application of such term, covenant or condition to any other person
      or
      circumstance shall be affected thereby; and each term, covenant or condition
      of
      this Lease Agreement shall be valid and enforceable to the fullest extent
      permitted by law.





13


23.  Entire
      Agreement .
      This
      Lease Agreement sets forth the entire agreement between Landlord and Simclar
      relative to the Premises and no representations, warranties, inducements,
      promises or agreements, oral or written, between the parties not embodied herein
      shall be of any force or effect.





24.  Memorandum
      of Lease Agreement .
      Landlord and Simclar shall execute and deliver a Memorandum of Lease Agreement
      (the “Memorandum”), if requested by either party, after the execution and
      delivery of this Lease Agreement, in recordable form, and which either party
      may
      record at its own expense at the applicable Recorder of Deeds or similar office
      in the County wherein the Simclar Premises are located.





25.  Right
      to Enter .





(a)  Permitted
      Entries. Landlord and its agents, servants, and employees may enter the Simclar
      Premises during Simclar's normal business hours, or other times mutually agreed
      to by Landlord and Simclar, accompanied by Simclar if requested by Simclar,
      to:
      (i) examine the Simclar Premises; (ii) show the Simclar Premises to prospective
      lessees, lenders or purchasers; (iii) post notices of non-responsibility; (vi)
      post “For Sale” and “For Lease” signs; and (v) perform any maintenance or
      repairs on or in the Simclar Premises as are required or allowed by
      Landlord.





(b)  Entry
      Conditions. Notwithstanding Paragraph 25(a), entry is conditioned upon Landlord:
      (i) giving Simclar at least twenty-four (24) hours advance notice, except in
      an
      emergency; (ii) promptly finishing any work for which it entered; and (iii)
      causing no practical interference to Simclar's business. If the Landlord or
      Landlord's agents cause damage to Simclar's property, Landlord shall be liable
      for any such damage.





26.  Alterations .





(a)  Simclar
      accepts the Simclar Premises in as-is condition. Simclar's acceptance of the
      Simclar Premises as-is does not alter nor diminish Landlord's maintenance,
      repair and replacement obligations contained elsewhere in this Lease
      Agreement.





(b)  Simclar
      shall, at its sole cost and expense and subject to the provisions set forth
      in
      the Work Letter which is attached hereto *as* Exhibit
      D
      and incorporated herein by this reference, furnish and install or cause to
      be
      furnished and installed in the Simclar Premises, in a good and workmanlike
      manner and with reasonable diligence, the Tenant Improvements (as defined in
      the
      Work Letter). With respect to the Tenant Improvements and all other alterations
      and improvements performed by Simclar at the Simclar Premises or the Building,
      Simclar shall be solely responsible, at Simclar's sole cost and expense, to
      obtain and maintain all applicable governmental approvals, permits, and
      licenses.





14


(c)  Simclar
      will promptly pay all costs associated with the Tenant Improvements, including
      but not limited to architectural, engineering, permit, construction, and other
      related costs, so that no lien against Lot 1 or Lot 4 can legitimately be
      placed. Simclar shall not cause or permit any mechanics' liens, materialmen's
      liens or other liens to be filed against the Simclar Premises as a result of
      any
      alterations or other work performed on the Simclar Premises, and will (within
      thirty (30) days after notice from Landlord to Simclar of such lien(s)) cause
      any such liens to be removed or Simclar shall obtain a bond in the amount of
      such lien while the matter is resolved.





(d)  All
      improvements or alterations to the Simclar Premises including, but not limited
      to the Tenant Improvements described above, shall be at Simclar's sole cost
      and
      expense and shall be performed in a good and workmanlike manner in accordance
      with all applicable laws and ordinances.





(e)  All
      improvements or alterations to the Simclar Premises, except the Tenant
      Improvements described above which shall be approved in accordance with the
      Work
      Letter, shall be subject to Landlord's prior written consent, which such consent
      shall not be unreasonably withheld; provided, however, Simclar may perform
      interior, non-structural modifications to the Simclar Premises, such as
      painting, relocation of a light fixture, etc., without the prior written consent
      of Landlord.





27.  Brokers .
      Each
      party hereto represents and warrants to the other that the only real estate
      broker or agent involved in this transaction is R.B. Murray Company of
      Springfield, Missouri, (“R.B. Murray”) and that the fee due to R.B. Murray shall
      be paid exclusively by the Landlord. Each party hereto agrees to indemnify
      the
      other and hold it harmless from and against any and all claims, losses, costs
      or
      expenses (including reasonable attorney's fees and expenses) for commissions
      or
      other compensation or charges claimed by a broker or agent other than R.B.
      Murray for dealings with such party with respect to this Lease
      Agreement.





The
      parties hereto acknowledge that R.B. Murray Company has a listing contract
      with
      the Landlord, and all brokerage fees due thereunder are being paid by Landlord.
      In the event Simclar does not exercise its renewal option as set forth in
      Section 2, Simclar shall reimburse Landlord
      an amount equal to the unamortized brokerage fees paid by Landlord to R.B.
      Murray relative to this Lease Agreement, which was calculated based on a lease
      term of 10 years. The parties acknowledge and agree that the fee paid to R.B
      Murray by Landlord with respect to this Lease Agreement was Seventy Thousand
      Seven Hundred Twenty Dollars ($70,720.00).





28.  Counterparts .
      This
      Lease Agreement may be signed in one or more counterparts, each of which is
      deemed an original, but any of which taken together constitutes one and the
      same
      instrument.





29.  Attorney's
      Fees .
      In the
      event either party shall find it necessary to obtain the services of an attorney
      to enforce any of the covenants or conditions of this Lease Agreement, the
      prevailing party shall be entitled to reimbursement for all costs and expenses,
      including reasonable attorney's fees, whether or not litigation is commenced,
      but including litigation and any associated appeals.





15


30.  Option
      to Purchase .





(a)  Definition .
      For
      purposes of this Section 30, “Property” shall mean Lots 1, 2, 3 and 4, and all
      improvements thereon, or the remainder of the Lots and improvements thereon
      not
      purchased by a third party in the event that Simclar declines to exercise its
      right of first refusal as set forth in Section 31.





(b)  Grant
      of Option .
      Landlord hereby grants Simclar the non-exclusive option to purchase the
      Property, during the initial Term or renewal term of this Lease Agreement (the
      “Option”) in accordance with the provision of this Lease Agreement; provided,
      however, Landlord shall have the right to market and offer said property for
      sale to any interested purchaser. Simclar may exercise the Option at any time
      during the initial Lease Term or renewal term by giving written notice to
      Landlord (the “Option Notice”). The Option shall expire automatically upon the
      earlier of (1) Simclar being in default under the Lease Agreement and failing
      to
      timely cure said default as provided herein or (2) the expiration of the Lease
      Term or renewal term. In addition, the Option shall expire automatically upon
      Landlord entering into a contract with a third party for the sale of Lots 1,
      2,
      3 or 4 or any portion thereof after Simclar declined its Right of First Refusal
      described in Section 31 but only as to the Lots or portion to which the contract
      relates.





(c)  Purchase
      Price .
      The
      purchase price shall be such amount as mutually agreed upon by the parties,
      or,
      if the parties are unable to reach an agreement within 30 days of Landlord's
      receipt of the Option Notice, the following appraisal process will be undertaken
      to determine the purchase price (the “Purchase Price”):





(i)  Landlord
      and Simclar shall each appoint an appraiser, each of which shall work
      independently without making comparisons. If the higher of the two appraisals
      is
      no more than 10% greater than the lower appraisal the Purchase Price shall
      be
      the average of the two appraisals. If the higher of the two appraisals is more
      than 10% greater than the lower then section 30(b)(ii) shall apply.





(ii)  If
      section 30(b)(i) does not establish the Purchase Price then the two appraisers
      utilized as set forth in Section 30(b)(i) shall select a third appraiser from
      a
      list of appraisers prepared by having Simclar select 3 candidates and Landlord select
      3
      candidates. The Purchase Price shall be the average of the three
      appraisals.





Notwithstanding
      the foregoing, if Simclar exercises the Option on or before April 1, 2007
      to purchase all of Lots 1, 2, 3, and 4, then no appraisal shall be necessary
      and
      the Purchase Price for Lots 1, 2, 3, and 4 shall be four million five hundred
      fifty thousand dollars ($4,550,000). The parties further agree that
      notwithstanding the foregoing, if the Option is exercised after April 1, 2007,
      Landlord shall not be obligated to sell Lots 1, 2, 3, and 4 for less than four
      million six hundred thousand dollars ($4,600,000).





16


(d)  Title .
      Within
      thirty (30) days after the date Simclar delivers the Option Notice to Landlord,
      Landlord shall furnish to Simclar, at Landlord's expense, a current commitment
      (the “Title Commitment”) for an ALTA owner's title insurance policy covering the
      Property (the “Title Policy”) in an amount equal to the Purchase Price for the
      Property, issued by a title insurance company acceptable to Landlord and
      Simclar, together with a copy of each document referred to in the Title
      Commitment. The Title Commitment shall show marketable fee simple title to
      the
      Premises to be vested in Landlord, free and clear of all liens and encumbrances
      except (a) those created, approved, assumed, or not objected to by Simclar;
      (b)
      real estate taxes and special assessments; (c) utility easements, (d) this
      Lease
      Agreement and (e) the Astral Lease. Any title exceptions or encumbrances not
      permitted hereunder or otherwise waived by Simclar shall be deemed “Unapproved
      Title Exceptions.”





Simclar
      shall notify Landlord within twenty (20) days after Simclar's receipt of the
      Title Commitment if title to the Premises is subject to any Unapproved Title
      Exceptions. Landlord shall have twenty (20) days after receipt of such notice
      to
      use commercially reasonable efforts to cure, remove, or obtain title insurance
      coverage against such Unapproved Title Exceptions. If Landlord elects not to
      cure, remove or obtain title insurance against such Unapproved Title Exceptions,
      Simclar shall have the right either to (a) obtain specific enforcement of this
      Section and proceed to close the purchase without waiving any rights against
      Landlord with respect to such Unapproved Title Exceptions, or (b) refuse to
      close the purchase and pursue such other rights and remedies as are provided
      by
      law. At closing, Landlord shall provide an affidavit as to off-record title
      matters in accordance with community custom. If Simclar desires a survey (except
      if one is required to obtain a transferable and recordable legal description
      of
      the Property for the deed), Simclar shall obtain the survey and pay the cost
      thereof.





(e)  Environmental .
      Simclar
      shall have ninety (90) days from the date Simclar delivers the Option Notice
      to
      Landlord to conduct environmental testing of the Property. If Simclar is
      unsatisfied with the results of its environmental testing, Simclar shall have
      the right on or prior to expiration of the ninety (90) day period to rescind
      in
      writing its Option Notice, in which case the Option shall terminate and be
      of no
      further force or effect.





(f)  Closing .
      If the
      purchase transaction closes as provided herein, this Lease Agreement shall
      terminate as of the Closing Date. The conveyance of the Property may be closed
      at such location as the parties may agree, on the later of (a) 5 business days
      after the later of the date (i) of satisfaction of Landlord's obligations with
      respect to title pursuant to this Section or (ii) completion of Tenant's
      environmental testing pursuant to this Section; or (b) on a date mutually
      agreeable to the parties (the “Closing Date”). If the closing occurs
      after the expiration date of the Lease Term or the renewal term, the Lease
      Term
      or renewal term shall be deemed extended to the Closing Date on the same terms
      as existed immediately prior thereto, and the parties shall continue to perform
      all obligations (including the payment of Rent by Simclar) required to be
      performed under this Lease Agreement.





17


(g)  Closing
      Costs .
      At
      closing, Landlord shall pay the search fee charged in connection with the
      issuance of the Owners Title Commitment, the costs of curing or removing any
      Unapproved Title Exceptions, its own attorneys' fees, all transfer or conveyance
      fees or taxes, and all other closing costs customarily paid by sellers of real
      property in Christian County, Missouri. At closing, Simclar shall pay all
      recording fees or costs, all survey expenses, its own attorneys' fees, all
      financing costs, the premium for the Title Policy, the mortgagee's Title
      Commitment and Policy (if applicable), and any other closing costs customarily
      paid by buyers of real property in Christian County, Missouri. Rent shall be
      prorated through the Closing Date. Any advance payments of Real Property Taxes
      paid to Landlord by Simclar pursuant to Section 3(d) and those paid or obligated
      to be paid to Landlord by Astral pursuant to the Astral Lease but not yet paid
      by Landlord to the applicable taxing authority shall, at Landlord's option,
      either be transferred to Simclar at closing or credited against the Purchase
      Price, and Simclar shall be responsible for the payment of all Real Property
      Taxes on Lots 1, 2, 3 and 4 for the calendar year in which the Closing shall
      occur.





(h)  Closing
      Deliveries .
      On the
      Closing Date, Landlord and Simclar shall deliver or cause to be delivered to
      each other the following closing documents, all of which shall be duly executed
      and acknowledged (where appropriate):





(i)  Landlord
      shall deliver or cause to be delivered to Simclar a general warranty deed
      conveying Landlord's interest in Lots 1, 2, 3 and 4 to Simclar, its successors
      and assigns, and such additional documents as might be reasonably required
      by
      Simclar to consummate the purchase of Lots 1, 2, 3 and 4 by
      Simclar.





(ii)  Simclar
      shall deliver or cause to be delivered to Landlord current funds in the amount
      of the Purchase Price for Lots 1, 2, 3 and 4 and such additional documents
      as
      might be reasonably required by Landlord to consummate the sale of the Property
      to Simclar





(i)  Continuation
      of Lease .
      If the
      Option is cancelled by Simclar for any reason permitted herein after the Option
      Notice is delivered to Landlord, the Lease Agreement, except for the Option,
      shall continue in full force and effect.





31.  Right
      of First Refusal .
      Notwithstanding the provisions of Section 30 hereof, Landlord shall have the
      right to sell Lots 1, 2, 3 and 4, and any improvements thereon, individually
      or
      collectively, at any time, subject to this right of first refusal granted to
      Simclar.





If,
      during the Lease Term, Landlord receives and desires to accept any bona fide
      offer for the sale of all or part of Lots 1, 2, 3 or 4, Landlord shall notify
      Simclar in writing of such offer. This notice shall contain a copy of the offer
      and all terms and conditions applicable to the offer. Simclar shall have the
      right to purchase the property to which the offer applies at the purchase price
      set forth in the offer. Simclar shall exercise its right of first refusal,
      if at
      all, by giving written
      notice of exercise to the Landlord no later than 10 days after receipt of the
      notice of offer from the Landlord and closing, in cash, within 45 days of such
      notice. If Simclar does not exercise its right of first refusal such decision
      not to exercise shall not impair this Lease Agreement and Simclar shall continue
      to have all rights and obligations set forth herein, whether or not the sale
      to
      a third party occurs.





18


32.  Contingent
      Upon Astral Lease .
      This
      Lease Agreement is specifically contingent upon the execution of a lease by
      Astral for the remaining portion of the Building and which terminates any option
      to purchase or right of first refusal Astral may have relating to Lots 1, 2,
      3
      and 4 or any part thereof. Landlord shall cause any memorandum of lease
      recognizing Astral's option to purchase and right of first refusal to be
      terminated of record.





33.  Waiver
      of Lien .
      Landlord, within ten (10) days after demand from Simclar, shall execute and
      shall cause any and all mortgage lenders having a lien on the Simclar Premises
      prior to this Lease Agreement to execute and deliver any document required
      by
      any lessor or lender in connection with the installation in the Simclar Premises
      of Simclar's personal property or Simclar's trade fixtures in which Landlord
      and
      any mortgage lender waives any rights each may have or acquire with respect
      to
      that property, if Simclar, the lessor or lender agrees in writing that it will
      remove that property from the Simclar Premises before the expiration of the
      Lease Term or within thirty (30) days after termination of the Lease Term,
      but
      if it does not remove the property within thirty (30) days, it shall have waived
      any rights it may have had to the property.





34.  Environmental
      Matters .





(a)  “Environmental
      Statutes” means all applicable present and future federal, state, municipal and
      other governmental statutes, ordinances, regulations, orders, directives and
      other requirements, and all present and future requirements of common law,
      concerning the environment including, without limitation, (i) those relating
      to
      the generation, use, handling, treatment, storage, transportation, release,
      emission, disposal, remediation or presence of any material, substance, liquid,
      effluent or product, including, without limitation, hazardous substances,
      hazardous waste or hazardous materials, (ii) those concerning conditions at,
      below or above the surface of the ground and (iii) those concerning conditions
      in, at or outside the Building.





(b)  “Hazardous
      Substances” means any quantity of hazardous, toxic or otherwise dangerous
      substances, materials or wastes, whether solid, liquid or gas, including but
      not
      limited to urea formaldehyde, PCB's, radon gas, crude oil or any fraction
      thereof, all forms of natural gas, petroleum products or by-products, any
      radioactive substance, asbestos or asbestos containing materials, any
      infectious, reactive, corrosive, ignitable or flammable chemical or chemical
      compound, or any other substance or material regulated by Environmental
      Statutes.





(c)  Simclar
      hereby agrees to indemnify and to hold harmless Landlord, its agents and
      employees, of, from and against any and all expense, loss or liability suffered
      by Landlord by reason of the presence of Hazardous Substance on the Simclar
      Premises or Lots 1 or 4 resulting and arising solely from Simclar. In the event
      that any Hazardous Substances, which are located within the Simclar Premises
      or
      Lots 1 or 4 and which require remediation under applicable Environmental
      Statutes, are not so remediated by Simclar within ninety (90) days after written
      request by Landlord therefore, Landlord shall have the right to terminate this
      Lease Agreement and pursue all remedies available to it pursuant to this Lease
      Agreement or at law or in equity; provided, however, that, except in the event
      that such Hazardous Substance creates a health hazard, Simclar shall have such
      additional time as necessary to complete such remediation so long as Simclar
      proceeds promptly and diligently.





19


(d)  Landlord
      hereby agrees to indemnify and to hold harmless Simclar, its agents and
      employees, of, from and against any and all expense, loss or liability suffered
      by Simclar by reason of the presence of Hazardous Substance on the Simclar
      Premises or Lots 1 or 4 resulting and arising from Landlord or which existed
      prior to Landlord's acquisition of Lots 1, 2, 3 or 4. In the event that any
      of
      the foregoing Hazardous Substances, which are located within the Simclar
      Premises or Lots 1 or 4 and which require remediation under applicable
      Environmental Statutes, are not so remediated by Landlord within ninety (90)
      days after written request by Simclar therefore, Simclar shall have the right
      to
      terminate this Lease Agreement and pursue all remedies available to it pursuant
      to this Lease Agreement or at law or in equity; provided, however, that, except
      in the event that such Hazardous Substance creates a health hazard, Landlord
      shall have such additional time *as* necessary
      to complete such remediation so long as Landlord proceeds promptly and
      diligently.





(e)  Simclar
      acknowledges that Landlord has provided to Simclar, prior to the execution
      of
      this Lease Agreement, a copy of the Phase 1 environmental study it has with
      respect to the Simclar Premises and the documentation it has with respect to
      the
      asbestos removal that was performed in the Building.





(f)  The
      covenants, obligations and liabilities under this Section shall survive the
      expiration or earlier termination of this Lease Agreement.





[Signatures
      appear on the following page.]





20


**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Lease Agreement as of the Effective Date first above
      written.





**LANDLORD**





By: /s/
      Phillip A.
      Wiland


Phillip
      A. Wiland





/s/ Linda S.
      Wiland


Linda
      S.
      Wiland








**SIMCLAR
      INTERCONNECT TECHNOLOGIES, INC.**





By: /s/ Ken
      Cleeton





Name: Ken
      Cleeton





Title: Director
      of
      Operations





21


Exhibit
      A





Plat
      of
      Wiland Park Subdivision








Exhibit
      B





Floor
      Plan of the Building








**Exhibit
      C**





**Shared
      Utilities Agreement**





THIS
      SHARED UTILITIES AGREEMENT, made this 28th day of December 2006 (“Effective
      Date”), by and between SIMCLAR INTERCONNECT TECHNOLOGIES, INC., a Delaware
      corporation, (“Simclar”) and ASTRAL DIRECT, LLC., a Delaware limited liability
      company (“Astral”) and PHILLIP A. WILAND and LINDA S. WILAND, both individuals
      who reside in the State of Colorado (collectively, the “Landlord”).





WITNESSETH





WHEREAS,
      Simclar and Astral entered into separate lease agreements with Landlord on
      this
      same date for collectively all of the space in their building commonly known
      as
      1600 West Jackson, City of Ozark, State of Missouri (the “Building”);
      and





WHEREAS,
      the parties desire to avoid separate metering of electric, gas, water and sewer
      utilities at the Building; and





WHEREAS,
      all such utilities are now currently in the name of and paid entirely by Astral;
      and





WHEREAS,
      it is anticipated that Simclar will consume a larger share of such utilities;
      and





WHEREAS,
      the parties desire to change such utilities from Astral’s name into Simclar’s
      name and arrange for Astral to reimburse Simclar for its fair share of such
      utility costs as set forth herein.





NOW
      THEREFORE, in consideration of the sum of ten and 00/100 Dollars ($10.00),
      the
      mutual covenants and agreements between the parties hereto and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows:





1.  Transfer
      of Utilities .
      During
      the days immediately following the Effective Date hereof Astral and Simclar
      agree to cooperate fully and swiftly with each other to transfer electric and
      gas utilities to the name of Simclar. Astral and Simclar shall use their best
      efforts to make such transfer effective within 45 days of the Effective Date,
      or
      sooner. Until such transfer is complete Astral shall pay all such utilities
      in
      full and invoice Simclar for its pro-rata share of utilities, it being agreed
      that Simclar’s share is 30.85% and Astral’s share is 69.15%. If transfer is
      delayed beyond 45 days and Simclar clearly consumes utilities at a higher rate
      than has been customary for Astral (as is defined in Section 4 below) then
      Astral may invoice Simclar for such increase.





2.  Payment
      to Utility Companies .
      After
      the gas and electric utilities are transferred to Simclar, Simclar shall be
      responsible for the timely payment of all electric, gas, water and sewer
      utilities for the entire Building, subject to partial reimbursement by Astral
      as
      set forth herein.








3.  Payment
      of Water and Sewer Utilities .
      The
      parties acknowledge that the water and sewer utilities have historically been
      very low cost, and that such utilities are on a single meter that serves the
      Building and also serves a neighboring building occupied by a third party,
      SLS
      International, Inc. (“SLS”). SLS receives the invoice, pays it, and sometimes
      invoices Astral monthly but sometimes does not because the amount is so small.
      Astral will introduce Simclar to SLS and work with them to arrange for the
      monthly billing to be sent to Simclar for payment. Upon receipt of said
      invoices, Simclar shall pay the invoices and Astral shall reimburse Simclar
      for
      Astral’s pro-rata share. If SLS does not cooperate, then Astral will continue to
      pay the Water and Sewer Utilities and invoice Simclar monthly for its pro-rata
      share.





4.  Partial
      Reimbursement by Astral .
      Astral
      has provided to Simclar an exact copy of all electric and gas utility costs
      incurred by Astral for the entire building during a recent 12-month period.
      The
      parties acknowledge that the sum of those costs (including water and sewer
      costs
      estimated to be $100 per month) was $134,386.69. The parties also acknowledge
      and agree that Astral’s pro-rata square footage in the building is 69.15%. The
      parties further acknowledge and agree that Astral will pay Simclar a fixed
      amount of $7,976.35 monthly, on or before the first business day of each month,
      as its full share of electric, gas, and water and sewer utility costs
      (calculated by taking the pro-rata share of 12-month utilities, and increasing
      that amount 3% to account for possible higher rates). The parties further agree
      that each year beginning in January 2008 Simclar may increase its billing to
      Astral for Shared Utilities in an amount not to exceed the lesser of 5% or
      the
      actual percentage increase in utility rates. All payments by Astral shall be
      forwarded to Simclar at 1624 W. Jackson, Ozark, Missouri 65721, Attention:
      President. All invoices, notices and updated payment amounts shall be forwarded
      to Astral at 1600 W. Jackson, Ozark, Missouri 65721, Attention:
      President.





5.  Other
      Utilities .
      Each
      tenant shall contract for and pay for any utilities it requires other than
      electric, gas, and water, including but not limited to telephone, data lines,
      communications lines, cable and other such services.





6.  Ongoing
      Obligation .
      Simclar
      and Astral are liable for the payment of utility services as set forth herein
      until the end of their Lease Term with Landlord.





7.  Incorporated
      into Leases .
      This
      Shared Utilities Agreement is hereby incorporated into and a part of the leases
      Simclar and Astral entered into with Landlord effective the same date hereof.
      A
      breach of this Shared Utilities Agreement shall constitute a breach of Simclar’s
      and Astral’s respective leases with Landlord.








[Signatures
      appear on the following page.]





2


**ASTRAL
      DIRECT, LLC**








By: /s/
      Phillip A.
      Wiland





Name: Phillip
      A.
      Wiland





Title: President








**SIMCLAR
      INTERCONNECT TECHNOLOGIES, INC.**





By: /s/
      Ken
      Cleeton





Name: Ken
      Cleeton





Title: Director
      of
      Operations








**LANDLORD**





By: /s/
      Phillip A.
      Wiland


Phillip
      A. Wiland





/s/ Linda S.
      Wiland


Linda
      S.
      Wiland





3





**Exhibit
      D**





**Work
      Letter**





Simclar
      shall, subject to the provisions set forth below, furnish and install or cause
      to be furnished and installed in the Simclar Premises or the remainder of Lots
      1
      and 4, in a good and workmanlike manner and with reasonable diligence, the
      items
      of work, including, but not limited to, the construction of the demising wall
      between the Simclar Premises and the area of the Building being leased by
      Astral, (“Tenant’s Work”, the “Work” or the “Tenant Improvements”) shown on the
      approved Space Plans and Working Drawings (as hereinafter defined) and any
      changes, modifications, deletions or additions thereto approved in writing
      by
      Landlord. Landlord shall cause the Simclar Premises and remainder of Lots 1
      and
      4 to be in the Required Condition (as defined below). Unless defined otherwise
      in this Work Letter, capitalized terms used herein shall have the meanings
      ascribed to them in the Lease Agreement to which this Exhibit D is
      attached.





1.  Condition
      of the Property .
      Landlord shall deliver the Premises to Simclar and Simclar agrees to accept
      the
      Premises, in its as-is condition. Landlord warrants that, to Landlord’s
      knowledge as of the date hereof, the Simclar Premises and the remainder of
      Lot 1
      and Lot 4 comply with all applicable laws and regulations and is structurally
      sound (“Required Condition”).





2.  Tenant’s
      Work .





(a)  Simclar
      shall prepare and submit to Landlord for its approval Simclar’s space plans
      (“Space Plans”) for the Premises. Landlord shall have five (5) Business Days
      (defined herein) to approve or disapprove of the Space Plans (such approval
      not
      to be unreasonably withheld, as provided in this Work Letter). If disapproved,
      Landlord shall meet with Simclar and their respective contractors and/or
      consultants to endeavor to finalize the Space Plans within five (5) Business
      Days of Landlord’s disapproval. If the parties are unable to reach agreement,
      Simclar, in its sole discretion, shall have the option to terminate the Lease
      Agreement without further obligation to Landlord. Once the Space Plans have
      been
      approved by Landlord, Simclar shall cause its architect/engineer to prepare
      “permit-ready” working drawings from the Space Plans, which shall include, among
      others, all architectural, mechanical/HVAC, electrical and structural
      engineering drawings, locations of doors, partitioning, reflected ceiling,
      electrical fixtures, outlets and switches, telephone outlets, plumbing fixtures,
      extraordinary floor loads and other special requirements and finish schedules
      (the “Working Drawings”). The Working Drawings shall conform to all applicable
      building codes, shall be sealed by a Missouri licensed architect and shall
      be in
      a form satisfactory for filing with appropriate governmental authorities for
      permits and licenses required for construction. The Working Drawings shall
      be
      submitted to Landlord for its approval, which shall not be unreasonably
      withheld, as provided in this Work Letter. Landlord shall, within five (5)
      Business Days after receipt of the Working Drawings, either approve or
      disapprove of the Working Drawings, and, if disapproved, Landlord shall meet
      with Simclar and their respective contractors and/or consultants to endeavor
      to
      finalize the Working Drawings within five (5) Business Days of Landlord’s
      disapproval. If Landlord fails to respond within the aforesaid five (5) Business
      Days after receipt of complete Space Plans and Working Drawings, such Space
      Plans and Working Drawings, as the case may be, shall be deemed approved.
      Landlord shall have the right to disapprove or withhold approval of Space Plans,
      Working Drawings or other requests for approval of changes or additions by
      Simclar only for reasonable and material reasons which shall be limited to
      the
      following (i) adverse effect on the Building structure, (ii) possible damage
      or
      adverse effect to the
      Building systems, (iii) noncompliance with applicable codes, or (iv) adverse
      effect on the exterior appearance of the Building. In the event that Landlord’s
      required changes materially increase the cost of the Tenant Work or make the
      Simclar Premises unsuitable for Simclar’s purposes, in the sole reasonable
      discretion of Simclar, Simclar shall have the right to terminate the Lease
      without further obligation to Landlord. As used herein the term “Business Days”
shall mean Monday through Friday, except when such days are nationally
      recognized holidays.








(b)  Upon
      approval of the final Space Plans, Working Drawings and any changes,
      modifications, deletions or additions thereto, such documents shall be deemed
      attached hereto and incorporated herein by reference and shall become a part
      of
      the Lease as if fully set forth therein.





(c)  Any
      changes, modifications, deletions or additions to the approved final Space
      Plans
      or Working Drawings (“Change Orders”) shall be subject to the approval of
      Landlord (i) within two (2) Business Days following Landlord’s receipt of such
      request for approval of cosmetic or finish selection Change Orders and (ii)
      within three (3) Business Days following Landlord’s receipt of such request for
      approval of all other Change Orders.





(d)  Simclar
      shall be required to obtain or provide any completion or performance bond
      required by any local governmental authority in connection with any
      construction, alteration or improvement work performed by or on behalf of
      Simclar.





(e)  The
      commencement of Rent as set forth in Section 3(b) which is scheduled to commence
      as of February 1, 2007, shall be delayed by one (1) day for each day that
      Tenant’s Work extends beyond the February 1, 2007 as a direct result of any
      Landlord Delay (as defined below). Except as otherwise provided herein, no
      Landlord Delay shall be deemed to have occurred unless Simclar has provided
      written notice to the Landlord specifying the action or inaction that Simclar
      contends constitutes a Landlord Delay (“Delay Notice”). If Landlord has not
      cured a Landlord Delay within two (2) Business Days after receipt of the Delay
      Notice, a Landlord Delay, as set forth in such Delay Notice, shall be deemed
      to
      have occurred commencing as of the date the Delay Notice is received by Landlord
      and continuing until Landlord reasonably and substantially corrects the Landlord
      Delay specified in the Delay Notice or the Tenant’s Improvements are
      substantially complete.





“Landlord
      Delay” means any delay in the completion of the Tenant’s Work that is a direct
      result of Landlord’s negligent or intentional (1) delay in giving approvals or
      authorizations or (2) failure or refusal to permit Simclar, its agents, or
      contractors access to and use of the Simclar Premises for performance of the
      Tenant’s Work.





3.  Landlord’s
      Work .
      Landlord shall remove all personal property from the Simclar Premises and
      construction area within five (5) Business Days after execution of the Lease
      Agreement. Landlord shall further cause Astral Direct to remove all personal
      property from the Simclar Premises and construction area within five (5)
      Business Days after execution of this Lease Agreement.





2


4.  Subject
      to the requirements of this Work Letter, Simclar and its contractors shall
      have
      control over the means and methods for the construction of the Tenant
      Improvements.





5.  In
      the
      event that at any time the Simclar Premises or the Common Areas are found to
      contain hazardous substances (as defined in Section 34 of the Lease Agreement),
      Simclar shall have the right, by notice to Landlord, to require Landlord to
      remove, at Landlord’s sole cost and expense, all hazardous substances within
      sixty (60) days following receipt of such notice. If Landlord does not remove
      such hazardous substances within such time period, Simclar may remove,
      encapsulate, contain, or otherwise dispose of such hazardous substances, and
      the
      cost incurred by Simclar in connection therewith shall be reimbursed by Landlord
      to Simclar within ten (10) days after receipt by Landlord from Simclar of an
      invoice documenting such costs. Any delay incurred by Tenant in the design
      or
      construction of the Tenant Improvements because of the presence of hazardous
      substances shall constitute a Landlord Delay.





6.  In
      the
      event that Simclar is unable to obtain any required permits or conform to
      applicable zoning codes, Simclar has the right to terminate the Lease Agreement
      without further obligation to Landlord.





7.  In
      the
      event of a conflict between the terms of this Work Letter and the terms of
      the
      Lease, the terms of the Work Letter shall prevail.





3





**Exhibit
      E**





**Astral
      Lease**











**LEASE
      AGREEMENT**





THIS
      LEASE AGREEMENT, made this 28th of December, 2006 (“Effective Date”), by and
      between PHILLIP A. WILAND and LINDA S. WILAND, both individuals who reside
      in
      the State of Colorado (collectively, the “Landlord”) and ASTRAL DIRECT, LLC., a
      Delaware limited liability company (“Astral”).





WITNESSETH





WHEREAS,
      Astral currently leases the Building (as defined below) from Landlord pursuant
      to a Consent to Assignment Agreement dated March 23, 2006, under which a prior
      lease agreement dated August 17, 2005, between Landlord and a predecessor
      company of Astral was assigned to Astral (the “Prior Lease”), said Prior Lease
      also granting to Astral a purchase option on the Building; and





WHEREAS,
      the parties desire to terminate the Prior Lease and purchase option, reduce
      the
      area leased to Astral, reduce the monthly rent, and modify certain terms and
      conditions as provided for in the Prior Lease according to the terms and
      conditions set forth herein; and





WHEREAS,
      Landlord is the owner of Lots 1 and 2 of Wiland Park Subdivision (the “Wiland
      Park Subdivision” and each lot individually referred to as “Lot 1” and “Lot 2”),
      a subdivision in Ozark, Christian County, Missouri, the final plat of which
      is
      recorded in Book H, at Page 524 in the Office of the Recorder, Christian County,
      Missouri, a copy of which is attached hereto as Exhibit A and incorporated
      herein by this reference;





WHEREAS,
      located on Lot 1 is a building containing approximately 171,238 square feet
      (the
“Building”), together with certain improvements, including, but not limited to,
      an entrance and drive off of Highway 14, a loading and unloading dock and
      various areas of parking;





WHEREAS,
      Lot 2 contains no buildings but is for use as parking area;





WHEREAS,
      Landlord desires to lease to Astral and Astral desires to lease from Landlord
      (1) approximately 118,412 square feet of space in the Building (69.15% of the
      total square footage of the Building) as set forth and described in Exhibit
      B,
      which is attached here and incorporated herein by this reference, (2) with
      the
      exception of any areas specifically reserved for use by Simclar, including,
      but
      not limited to the portion of the Building leased to Simclar and the parking
      areas reserved to them, the non-exclusive right to use any interior and exterior
      common and public areas and facilities on Lot 1 (as further defined in Section
      1
      below) and (3) all of Lot 2 (the “Simclar Premises”);





WHEREAS,
      Astral acknowledges that the remaining portion of the Building (that portion
      not
      being leased by Astral as provided for herein) and certain parking areas are
      being leased exclusively to Simclar Interconnect Technologies, Inc., a Delaware
      corporation (“Simclar”) pursuant to a lease that was executed simultaneously
      with this Lease Agreement (the “Simclar Lease”); and





WHEREAS,
      the parties agree that this Lease Agreement is contingent upon and is to be
      executed simultaneously with the Simclar Lease, which said Simclar Lease grants
      Simclar an option to purchase and a right of first refusal with respect to
      Lots
      1, 2, 3 and 4 of Wiland Park Subdivision;








NOW
      THEREFORE, in consideration of the sum of ten and 00/100 Dollars ($10.00),
      the
      mutual covenants and agreements between the parties hereto and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged by both parties, Landlord and Astral agree as follows:





1.  Premises .
      Landlord hereby leases to Astral and Astral agrees to lease from Landlord,
      upon
      and subject to the terms and provisions of this Lease Agreement, the Astral
      Premises.





The
      Astral Premises is limited by the following:





(a)  The
      drive, as currently constructed, which provides access to the Building from
      and
      to State Highway 14 shall only be used for the purpose of ingress and egress
      and
      is not to be used for parking;





(b)  The
      loading dock area and the truck turnaround area on the east side of the Building
      on Lot 1 and all of Lot 2, except that Simclar will generally have the right
      of
      passage through this area on Lot 1 for ingress and egress to the other Lots
      and
      to the other entrances to the building and other parking areas;





(c)  Ten
      (10)
      of the parking spaces located on the north side of the Building on Lot 1 shall
      be reserved and designated for parking by Simclar. More specifically, five
      (5)
      of the parking spaces which face the Building and five (5) of the parking spaces
      which face State Highway 14 shall be reserved and designated for parking by
      Simclar. All remaining parking spaces on the north side of the Building on
      Lot 1
      shall be reserved for use by Astral. Simclar and Astral shall mutually agree
      as
      to the exact location of the ten (10) parking spaces subject to the
      above.





(d)  All
      the
      parking on the south side of the Building on Lot 1 will be shared equally by
      Simclar and Astral on a daily first-come, first-served basis.





(e)  The
      lease
      of Lot 2 is strictly for use as parking and no improvements may be constructed
      thereon;





Astral
      acknowledges that Lot 3 and Lot 4, which are also owned by Landlord and are
      a
      part of Wiland Park Subdivision, are not a part of the Astral Premises or this
      Lease Agreement and Astral has no right to use any portion of said
      Lots.





2.  Term .
      Astral
      takes and accepts this lease commencing on the Effective Date and expiring
      on
      August 31, 2015, unless sooner terminated or extended as provided in this Lease
      or otherwise agreed to in writing by the parties (“Lease Term”).





3.  Rent .
      Astral
      covenants and agrees to pay Landlord without demand or offset (unless
      specifically provided herein), at Landlord’s office located at 8000 North 41st
      Street, Longmont, Colorado 80503 or at such place as Landlord may from time
      to
      time designate in writing, minimum rent (“Rent”) as follows:





2


(i)  From
      the
      Effective Date through January 31, 2007, including any partial months, at the
      rate of Three Hundred Seventy Three Thousand Fifty One and 50/100 Dollars
      ($373,051.50) per annum, payable in equal monthly installments of Thirty One
      Thousand Eighty Seven and 63/100 Dollars ($31,087.63); and





(ii)  From
      February 1, 2007, through December 31, 2007, including any partial months,
      at
      the rate of Two Hundred Seventy Seven Thousand Fifty One and 50/100 Dollars
      ($277,051.50) per annum, payable in equal monthly installments of Twenty Three
      Thousand Eighty Seven and 63/100 Dollars ($23,087.63); and





(iii)  From
      January 1, 2008, through the remainder of the Lease Term, including any partial
      months, the Rent shall be adjusted annually on January 1st of each year in
      an
      amount not to exceed the lesser of (a) five percent (5%) of the previous year’s
      rental rate per annum, or (b) the percentage change in “CPI”. The first such
      increase, effective January 1, 2008, shall be an increase related to the change
      in CPI for the period January 1, 2005, through December 31, 2007, or such
      earlier end date for which information is available at the time of the increase.
      Subsequent increases shall relate to the change in CPI for the prior 12-month
      period.





For
      purposes hereof, the term “CPI” shall mean the Consumer Price Index-All Urban
      Consumers, U.S. All Items (1982-84= 100) as published by the United States
      Department of Labor, Bureau of Labor Statistics. In the event that the United
      States Department of Labor, Bureau of Labor Statistics discontinues the
      publication of the present CPI, the index to be used hereunder shall be such
      index as may be published by any other United States government bureau or
      department to replace the present CPI. The percentage increase in CPI shall
      be
      determined by (a) taking the September CPI reported for the calendar year prior
      to the calendar year for which the increase is effective and subtracting the
      September CPI reported one year earlier (the “Prior Period CPI”) and (b)
      dividing the result by the Prior Period CPI.





(iv)  Astral
      shall reimburse Landlord for Landlord’s real estate taxes and reasonable cost of
      real estate insurance. Such reimbursement shall be shared on a pro-rata square
      footage basis with other tenants in the Building as set forth in Exhibit B
      hereto. The total cost of real estate taxes and insurance for the remaining
      pro-rata portion of 2006 and for the 2007 calendar year is estimated to be
      $0.26
      per square foot of leasable space in the Astral Premises. Such reimbursement
      shall be paid monthly in the amount of $2,565.59, to be paid along with the
      Rent
      and adjusted annually if taxes and insurance costs differ materially from the
      estimate, beginning on the Effective Date hereof.





3


4.  Maintenance .
      Astral
      agrees at its sole cost and expense to keep the Astral Premises in good order,
      condition and repair, normal wear and tear excepted (unless the need for such
      repairs results from the act or neglect of Landlord), including grounds
      maintenance. Landlord shall at its sole cost and expense keep the exterior
      walls
      and foundation in good order, condition and repair. Astral will repair minor
      leaks in the roof. Landlord shall be responsible for major roof maintenance
      if
      needed, to the extent covered by insurance. Other roof repair will be paid
      by
      Astral. Notwithstanding the foregoing, any damage to the exterior walls,
      foundation, or roof that is the result of negligence by Astral or an Astral
      employee, customer, supplier or guest, the cost of repair will be borne by
      Astral.





Specifically
      with respect to the maintenance of grounds area on Lot 1, Astral shall be
      responsible to the extent of and in a prorated amount equal to its percentage
      portion of the Building (69.15%). Simclar shall be responsible for the remaining
      30.85% of the grounds area maintenance on Lot 1 in accordance with the Simclar
      Lease. With respect to snow removal, mowing and similar maintenance for Lot
      1,
      Simclar and Astral have discussed the possibility and are entitled to reach
      a
      separately negotiated agreement concerning the payment of such maintenance
      items
      as between them which deviates from the strict percentage prorata allocation
      provided above.





Astral
      will make repairs promptly upon becoming aware of a condition needing repair.
      If
      it is a condition for which Landlord is responsible and Landlord fails to make
      any repairs within twenty (20) days of receiving Astral’s notice of a defective
      condition (or if Landlord fails to commence repair and diligently pursue the
      same to completion if the defective condition is of the type can not be remedied
      within 20 days), then Astral may make the necessary repairs and deduct
      reasonable costs for the repairs from the Rent payments next coming due until
      Astral has been completely reimbursed.





5.  Use
      of
      Astral Premises .
      Astral
      shall use the Astral Premises only for lawful purposes, and shall, at Astral’s
      own expense, comply in all material respects with all laws, statutes,
      ordinances, regulations, rules and orders of all governmental bodies and
      authorities relating to such use or its occupancy of the Astral
      Premises.





6.  Destruction
      or Damage to Astral Premises .
      If the
      Astral Premises are destroyed or damaged to an extent that Astral’s ability to
      carry on its normal business function is effectively denied by casualty, this
      Lease Agreement shall, at the option of Astral, terminate as of the date
      specified by Astral in a written notice to Landlord. If, as allowed above,
      Astral does not elect to terminate this Lease Agreement or the damage does
      not
      rise to the level that Astral’s ability to carry on its normal business function
      is effectively denied, Landlord shall promptly restore the Astral Premises
      to an
      architectural unit as nearly like its condition prior to such casualty, and
      the
      Rent shall be abated on an equitable basis, based upon the extent to which
      the
      Astral Premises are untenable or unusable, until the date of completion of
      restorations by Landlord.





7.  Astral’s
      Property .
      All
      movable partitions, other fixtures, business and trade fixtures, machinery
      and
      equipment, communications equipment and office equipment, including, without
      limitation, all furniture, furnishings and other articles of movable personal
      property owned by Astral and located on the Astral Premises shall be and shall
      remain the property of Astral and may be removed by Astral at any time during
      the term of this Lease Agreement. Any personal property of Astral which shall
      remain on the Astral Premises after Astral gives up possession of the Astral
      Premises may, at the option of the Landlord, be deemed to have been abandoned
      and may be retained by Landlord as its property or may be disposed of without
      accountability, in such manner as the Landlord may see fit. The terms of this
      Paragraph 7 shall survive the expiration or earlier termination of the Lease
      Agreement.





4


8.  Condemnation .





(a)  If
      during
      the Lease Term the whole of the Astral Premises shall be lawfully condemned
      or
      taken (hereinafter both are referred to as a “Taking” or being “Taken”) in any
      manner for any public or quasi-public use or purpose, this Lease Agreement
      and
      the term and estate hereby granted shall forthwith cease and terminate as of
      the
      date of vesting of title pursuant to the Taking.





(b)  If
      a part
      of the Astral Premises shall be Taken during the Lease Term, then the part
      so
      Taken shall no longer constitute part of the Astral Premises, but this Lease
      Agreement shall continue in force and effect as to the part not so Taken. If
      any
      partial Taking materially impairs Astral’s ability to conduct its business from
      the Astral Premises, Astral (in its sole discretion) may deem the partial Taking
      a Taking of the entire Astral Premises and terminate the lease. If a partial
      Taking does not result in the termination of this Lease Agreement, Landlord
      shall promptly restore that portion of the Astral Premises that remains to
      an
      architectural unit as nearly like its condition prior to such Taking and the
      Rent shall be reduced on an equitable basis, based upon the extent of the
      partial Taking (effective the first day after the Taking).





(c)  Landlord
      shall be entitled to receive the entire award in any proceeding with respect
      to
      any Taking (other than for a temporary use and occupancy) provided for in this
      Paragraph 10 which occurs during the Lease Term without deduction therefrom
      for
      any estate vested in Astral by this Lease Agreement, and Astral shall receive
      no
      part of and shall and does hereby assign to Landlord any such award, except
      as
      hereinafter expressly provided. Astral shall have the right to make a separate
      claim with the condemning authority for (i) any moving expenses incurred by
      Astral as a result of such condemnation; (ii) any costs incurred and paid by
      Astral in connection with any alteration or improvement made by Astral to the
      Astral Premises; (iii) the value of any of Ten ant’s property so Taken; and (iv)
      any other separate claim which Astral may be lawfully permitted to make,
      provided, however, that such other separate claim shall not reduce or adversely
      affect the amount of Landlord’s award.





(d)  If
      all or
      any part of the Astral Premises shall be temporarily taken during the Lease
      Term, then, at the option of Astral, this Lease Agreement shall remain in full
      force and effect. Astral shall continue to be responsible for all of its
      obligations hereunder insofar as such obligations are not affected by such
      Taking. Upon the expiration of any temporary taking, Landlord shall have no
      obligation to restore the Astral Premises to their former
      condition.





5


9.  Utilities
      and Taxes .





(a)  Utilities .
      The
      parties hereto acknowledge that utilities for the Building have not been
      separately metered for the individual tenants. The parties further acknowledge
      that the cost to meter the utilities separately is high. Therefore, the parties
      agree that electric, gas, and water utilities will be paid in full to the
      utility provider by Simclar, and that Astral will reimburse Simclar directly
      upon receipt of an invoice for Astral’s pro rata portion of such utilities,
      defined as follows:





i.  Astral
      hereby agrees to enter into a Shared Utilities Agreement with Simclar in a
      form
      substantively identical to Exhibit C hereto.





ii.  Astral
      shall contract for and pay for any utilities it requires other than electric,
      gas, and water, including but not limited to telephone, data lines,
      communications lines, cable and other such services.





iii.  Notwithstanding
      anything contained in the Shared Utilities Agreement and in the event Simclar
      does not abide by the Shared Utilities Agreement, Astral is liable for the
      payment of all of its pro rata share of the utility services for the Astral
      Premises until the end of the Lease Term and such liability shall survive the
      expiration or termination of the Lease Agreement.





(b)  Taxes .
      Landlord shall be responsible for paying all real estate taxes, in a timely
      fashion as the same become due and payable, for Lot 1 and Lot 2. The term ‘real
      estate taxes’ shall include, without limitation, all real estate taxes assessed
      by any federal, state, county, municipal or quasi-governmental authority, ad
      valorem real estate taxes, special assessments, transfer or gift taxes, value
      added taxes, documentary taxes, stamp taxes and any other taxes based on or
      relating to the real property or improvements thereof. Astral is responsible
      for
      and shall reimburse Landlord for 69.15% of the real estate taxes for Lot 1
      (said
      69.15% representing the percentage of the total square footage of the Building
      leased by Astral) and 100% of the real estate taxes for Lot 2.





10.  Insurance,
      Release, and Indemnity .





(a)  Landlord
      Insurance .
      Landlord agrees to purchase (at its sole cost and expense) and keep in force
      (i)
      insurance on the Building against damage by fire and extended perils coverage
      in
      an amount equal to the full replacement cost thereof with such reasonable
      deductions as would be carried by a prudent owner of a reasonably similar
      building, having regard to size, age and location; (ii) public liability and
      property damage insurance in such reasonable amounts and with such reasonable
      deductions as would be carried by a prudent owner of a reasonably similar
      building, having regard to size, age and location; and (iii) such other
      insurance as Landlord reasonably considers advisable in such reasonable amounts
      and with such reasonable deductions as would be carried by a prudent owner
      of a
      reasonably similar building, having regard to size, age and location. Astral
      shall reimburse Landlord for its share of such insurance as set forth in Section
      3(iv) hereof.





6


(b)  Astral
      Insurance .
      Astral
      agrees to purchase (at its sole cost and expense) and keep in force
      Comprehensive General Liability Insurance on Lot 1, Lot 2 and the Building,
      with
      provisions adequate to protect both Landlord and Astral and at the minimum
      limit
      of not less than $1,000,000.00 per occurrence for bodily injury and property
      damage arising out of the activities and operations of Astral and any other
      person on the Astral Premises or performing work on behalf of Astral and shall
      name Landlord as an additional insured. Such Comprehensive General Liability
      Insurance may be carried by Astral through an Umbrella Liability policy. Upon
      request by Landlord, Astral shall furnish Landlord a certificate indicating
      that
      the insurance policy is in full force and effect, that Landlord has been named
      as an additional insured, and that the policy may not be cancelled unless ten
      (10) days prior written notice of the proposed cancellation has been given
      to
      Landlord. Astral agrees to purchase (at its sole cost and expense) and keep
      in
      force “All Risk” property insurance including fire, sprinkler leakage and other
      such perils in an amount equal to the full replacement cost of all property
      owned by Astral, or for which Astral is responsible, including all of the Astral
      improvements constructed by or on behalf of Astral. Astral agrees to maintain
      workers’ compensation insurance on its employees on the Astral Premises with at
      least the statutorily mandated limits of coverage. Nothing contained in this
      Section 12 shall be construed as a requirement for Landlord to insure Astral’s
      personal property or equipment.





(c)  Release .
      Notwithstanding anything to the contrary contained herein, Landlord and Astral
      each herewith and hereby releases and relieves the other and waives its entire
      right of action against the other for any loss or damage to the Building or
      Astral Premises or Lots 1 and 2, which loss or damage is insured by the coverage
      required by this Section 10. The casualty insurance obtained by Landlord and
      Astral, respectively, shall include a full waiver of subrogation by the
      respective insurers of Landlord and Astral.





(d)  Indemnity .
      Landlord agrees to indemnify and hold Astral harmless from and against all
      costs, claims, suits, causes of action, losses, bodily injury (including loss
      of
      life) or property damage arising from or out of any occurrence in or upon Lot
      1
      or Lot 2, or the Building, occurring before the execution of this Lease
      Agreement, other than any such claims arising out of the negligent actions
      or
      omissions of the Astral. Astral agrees to indemnify and hold Landlord harmless
      from and against all costs, claims, suits, causes of action, losses, bodily
      injury (including loss of life) or property damage arising from or out of the
      occupancy or use by Astral, its agents, contractors or employees of the Astral
      Premises or the licensed area, from and after the execution of this Lease
      Agreement, other than any such claims arising out of the negligent actions
      or
      omissions of Landlord.





7


11.  Default,
      Rights and Remedies .





A.  The
      following shall constitute events of default:





(1)  Nonpayment .
      Astral’s failure to pay rent or any other amount due under this Lease Agreement
      and such failure continues for ten (10) days after written notice from Landlord
      that such rental or amount was not paid when due.





(2)  Failure
      to Perform .
      Astral’s failure to perform any obligation under this Lease Agreement (other
      than the payment of rent or any other amounts due under this Lease Agreement
      and
      including, but not limited to the Shared Utilities Agreement) within thirty
      (30)
      days after notice of nonperformance; provided, however, that if the breach
      is of
      such a nature that it cannot be cured within thirty (30) days, Astral shall
      be
      deemed to have cured if cure is commenced promptly and diligently pursued to
      completion; and provided further, that in the event of a breach involving an
      imminent threat to health or safety, Landlord may in its notice of breach reduce
      the period for cure to such shorter period as may be reasonable under the
      circumstances.





(3)  Assignment
      or Sublease Without Consent .
      If
      there shall be an assignment or sublease by Astral, whether voluntarily or
      involuntarily, without Landlord’s prior written consent, or if Astral’s interest
      under this Lease Agreement or in the Astral Premises shall be transferred to
      or
      pass to any other party, without Landlord’s prior written consent;





(4)  Execution
      and Attachment Against Astral .
      If
      Astral’s interest under this Lease Agreement or in the Astral Premises shall be
      taken upon execution or by other process of law directed against Astral, or
      shall be subject to any attachment at the instance of any creditor or claimant
      against Astral and said attachment shall not be discharged or disposed of within
      thirty (30) days after the levy thereof; and





(5)  Bankruptcy
      or Related Proceedings .
      If
      Astral shall file a petition in bankruptcy or insolvency .or for reorganization
      or arrangement under the bankruptcy laws of the United States or under any
      similar act of any state, or shall voluntarily take advantage of any such law
      or
      act by answer or otherwise, or shall be dissolved or shall make an assignment
      for the benefit of creditors; if involuntary proceedings under any such
      bankruptcy or insolvency law or for the dissolution of Ten ant shall be
      instituted against Astral and is not dismissed within sixty (60) days; or if
      a
      receiver or trustee shall be appointed for the Astral Premises or for all or
      substantially all of the property of Astral,





and
      such
      proceedings shall not be dismissed or such receivership or trustee vacated
      within sixty (60) days after such institution or appointment





B.  Upon
      any
      event of default by Astral, Landlord shall have the right, at Landlord’s
      election, then or any time thereafter, to exercise any one or more of the
      following remedies, provided exercise of any of these remedies shall not prevent
      the concurrent or subsequent exercise of any other remedy provided for in this
      Lease Agreement or otherwise available to Landlord at law or in
      equity:





8


(1)  Cure
      by Landlord .
      Landlord may, at Landlord’s option, but without obligation to do so, and without
      releasing Astral from any obligations under this Lease Agreement, make any
      payment or take any action as Landlord may deem necessary or desirable to cure
      any such Astral default in such manner and to such extent as Landlord may deem
      necessary or desirable. Landlord may do so without demand on, or written notice
      to, Astral. Astral shall pay Landlord, within ten (10) days after demand, all
      advances, costs and expenses of Landlord in connection with the making of any
      such payment or the taking of any such action.





(2)  Termination
      of Lease and Damages .
      Landlord may terminate this Lease Agreement, effective at such time as may
      be
      specified by written notice to Astral, and demand and recover possession of
      the
      Astral Premises from Astral. Astral shall remain liable to Landlord for damages
      in an amount equal to the rent and other amounts payable hereunder which would
      have been owing by Astral hereunder for the balance of the Lease Term had this
      Lease Agreement not been terminated, less the net proceeds, if any, of any
      re-letting of the Astral Premises by Landlord subsequent to such termination,
      after deducting all Landlord’s expenses in connection with such recovery of
      possession or re-letting. Landlord shall be entitled to collect and receive
      such
      damages from Astral on the days on which the applicable rent would have been
      payable if this Lease Agreement had not been terminated.





(3)  Repossession
      and Re-letting .
      Landlord may reenter and take possession of the Astral Premises or any part
      thereof, or the licensed area: without demand or notice, and repossess the
      same
      and expel Astral and any party claiming by, through or under Astral, and remove
      the effects of both using such force for such purposes as may be necessary,
      without being liable for prosecution on account thereof or being deemed guilty
      of any manner of trespass, and without prejudice to any remedies for arrears
      of
      rent or right to bring any proceeding for any default. No such reentry or taking
      possession of the Astral Premises by Landlord shall be construed as an election
      by Landlord to terminate this Lease Agreement unless a written notice of such
      intention is given to Astral. No notice from Landlord hereunder or under a
      forcible entry and detainer statute or similar law shall constitute an election
      by Landlord to terminate this Lease Agreement unless such notice specifically
      so
      states. Landlord reserves the right, following any reentry or re-letting, to
      exercise its right to terminate this Lease Agreement by giving Astral such
      written notice, in which event the Lease Agreement will terminate as specified
      in said notice. After recovering possession of the Astral Premises, Landlord
      may
      re-let the Astral Premises, or any part thereof: for the account of Astral,
      for
      such term and on such conditions as Landlord, in its sole and subjective
      discretion, may determine. Landlord may make such repairs, alterations or
      improvements as Landlord may consider appropriate to accomplish such re-letting.
      Notwithstanding Landlord’s recovery of possession of the Astral Premises, Astral
      shall continue to pay on the dates herein specified, the amounts which would
      be payable
      hereunder if such repossession had not occurred. Upon the expiration or earlier
      termination of this Lease Agreement, Landlord shall refund to Astral any amount,
      without interest, by which the amounts paid by Astral, when added to the net
      amount, if any, recovered by Landlord through any re-letting of the Astral
      Premises, exceeds the amounts payable by Astral under this Lease
      Agreement.





9


(4)  Other
      Remedies. Pursue
      any other remedies available at law or in equity.





12.  Landlord
      Default .
      Unless
      otherwise specified elsewhere in this Lease Agreement, if Landlord fails to
      perform any material provision of this Lease Agreement within thirty (30) days
      (or such additional time as Landlord shall reasonably require in the event
      such
      failure cannot be reasonably cured within such thirty (30) day period and
      Landlord has within thirty (30) days after notice of default from Astral
      commenced to cure said default and is diligently prosecuting same to completion)
      after the receipt of written notice from Astral to Landlord that Landlord is
      in
      default hereunder, then Astral may terminate this Lease Agreement by giving
      to
      Landlord notice of Astral’s intention to do so, in which event the Lease Term
      shall end, and all obligations shall cease as of and on the date stated in
      such
      notice.





13.  Assignment .





(1)  Astral
      may assign or transfer this Lease Agreement or any interest herein, voluntarily
      or by operation of law, and may sublet or license the whole or any part of
      the
      Astral Premises upon the written consent of Landlord, which consent shall not
      be
      unreasonably withheld. No consent to an assignment or sublease shall constitute
      consent to any further assignment or subletting. Astral shall remain fully
      liable for the payment and performance of all obligations of Astral under this
      Lease Agreement, notwithstanding any assignment or sublease, for the entire
      Lease Term.





(2)  Landlord
      may assign this Lease Agreement without the consent of Astral. Furthermore,
      Astral hereby acknowledges the existence of the option to purchase and the
      right
      of first refusal on Lots 1, 2, 3 and 4 (including the Astral Premises) that
      Landlord has granted to Simclar. In the event of any transfer or assignment
      of
      Landlord’s interest in this Lease Agreement, the transferor shall cease to be
      liable and shall be released from all liability for the performance or
      observance of any agreements or conditions on the part of Landlord to be
      performed or observed subsequent to the time of said transfer, provided that
      such transferee assumes in writing all of Landlord’s obligations
      hereunder.





14.  Time
      of Essence .
      Time is
      of the essence relative to this Lease Agreement.





15.  Holding
      Over .
      If
      Astral remains in possession after the termination or expiration of the Lease
      Term, without any written agreement of the parties, Astral shall occupy the
      Astral Premises on a month-to-month basis at two times the rental rate then
      in
      effect. Therefore, Astral’s month-to-month tenancy may be terminated by either
      party on thirty (30) days prior written notice.





16.  Surrender
      of Astral Premises .
      Upon
      expiration of the term of this Lease Agreement, Astral shall surrender the
      Astral Premises and keys thereto to Landlord, broom clean, in the same condition
      as at the commencement of the Lease Term, normal wear and tear excepted.





17.  Notices .
      Any and
      all notices or other communications required or permitted to be given hereunder
      shall be sent by United States registered or certified mail (return receipt
      requested), postage prepaid, and addressed as follows:





10


If
      to
      Astral:





Astral
      Direct, Inc.


1600
      West
      Jackson


Ozark,
      Missouri 65721


Attn:
      President





With
      a
      copy to:





Thompson
      Coburn LLP


One
      US
      Bank Plaza


St.
      Louis, MO 63101


Attn:
      Thomas A. Litz, Esq.





If
      to
      Landlord:





Phillip
      Wiland


8000
      North 41 st Street


Longmont,
      CO 80503





With
      a
      copy to:





Mike
      Nichols


Husch
      & Eppenberger


1949
      East
      Sunshine, Suite 2-300


Springfield,
      MO 65804





Either
      party may from time to time change the address to which notice or other
      communications may be delivered or sent by giving the other party written notice
      of such change sent in accordance with this Paragraph 17.





18.  Quiet
      Enjoyment .
      Landlord covenants that it has the right to lease the Astral Premises for the
      Lease Term, and agrees Astral shall and may peaceably and quietly have, hold
      and
      enjoy the Astral Premises without disturbance by Landlord or anyone claiming
      by,
      through or under Landlord.





19.  Subordination,
      Acknowledgement of Security Interest .





(a)  This
      Lease Agreement is and shall be subject and subordinate in all respects to
      all
      existing and future mortgages now or hereafter encumbering the Astral Premises
      or any part hereof; provided, however, that Astral’s possession of the Astral
      Premises shall not be disturbed upon any foreclosure of the mortgage so long
      as
      Astral is not in default under this Lease Agreement. Astral shall not be
      obligated to attorn to the purchaser at any foreclosure sale under any mortgage
      until such mortgagee enters into a written agreement with Astral to the effect
      that, in the event of a foreclosure, this Lease Agreement and the rights of
      Astral hereunder shall not be disturbed but shall continue in full force and
      effect so long as Astral shall not be in default hereunder and is not in default
      beyond any applicable grace or cure period hereunder.





11


(b)  Landlord
      hereby acknowledges that Astral’s interest in this Lease Agreement is subject to
      a security agreement which constitutes a lien against Astral’s interest under
      this Lease Agreement. Landlord hereby agrees that Astral’s failure to remove any
      lien pursuant to said security agreement is not a default under the terms of
      this Lease Agreement. Landlord’s acknowledgement of Astral’s security agreement
      and non-default under this Paragraph 19 is self-operative and no further
      instrument of acknowledgement shall be required.





20.  Definitions .
      The
      term “Landlord” as used in this Lease Agreement shall include Landlord’s heirs,
      executors, administrators, personal representatives, successors, assigns and
      successors-in-title to the Astral Premises. The term “Astral” as used in this
      Lease Agreement shall include Astral’s heirs, executors, administrators,
      personal representatives and successors and, if this Lease Agreement shall
      be
      validly assigned or sublet, shall also include Astral’s assignees or subtenants,
      as to that portion of the Astral Premises covered by such assignment or
      sublease. The terms “Landlord” and “Astral” shall include male and female,
      singular and plural, corporation, partnership or individual, as may fit the
      particular parties, and as may be required by the particular
      context.





21.  Applicable
      Law .
      This
      Lease Agreement shall be governed by and construed in accordance with the laws
      of the state where the Astral Premises is located.





22.  Severability .
      If any
      term, covenant or condition of this Lease Agreement or the application thereof
      to any person or circumstance shall to any extent be invalid or unenforceable,
      neither the remainder of this Lease Agreement nor the application of such term,
      covenant or condition to any other person or circumstance shall be affected
      thereby; and each term, covenant or condition of this Lease Agreement shall
      be
      valid and enforceable to the fullest extent permitted by law.





23.  Entire
      Agreement .
      This
      Lease Agreement sets forth the entire agreement between Landlord and Astral
      with
      respect to the lease of the Astral Premises and no representations, warranties,
      inducements, promises or agreements, oral or written, between the parties not
      embodied herein shall be of any force or effect.





24.  Memorandum
      of Lease Agreement .
      Landlord and Astral shall execute and deliver a Memorandum of Lease Agreement
      (the “Memorandum”), if requested by either party, after the execution and
      delivery of this Lease Agreement, in recordable form, and which either party
      may
      record at its own expense at the applicable Recorder of Deeds or similar office
      in the County wherein the Property is located.





25.  Right
      to Enter .





(a)  Permitted
      Entries .
      Landlord and its agents, servants, and employees may enter the Astral Premises
      during Astral’s normal business hours, or other times mutually agreed to by
      Landlord and Astral, accompanied by Astral if requested by Astral, to: (i)
      examine the Astral Premises; (ii) show the Astral Premises to prospective
      leasees, lenders or purchasers; (iii) post notices of non-responsibility; (vi)
      post “For Sale” and “For Lease” signs; and (v) perform any maintenance or
      repairs on or in the Astral Premises as are required or allowed by
      Landlord.





12


(b)  Entry
      Conditions .
      Notwithstanding Paragraph 26(a), entry is conditioned upon Landlord: (i) giving
      Astral at least twenty-four (24) hours advance notice, except in an emergency;
      (ii) promptly finishing any work for which it entered; and (iii) causing no
      practical interference to Astral’s business. If the Landlord or Landlord’s
      agents cause damage to Astral’s property, Landlord shall be liable for any such
      damage.





26.  Alterations .
      Astral
      may make any non-structural alterations to the Astral Premises without the
      Landlord’s prior written consent. Any alterations to the Astral Premises which
      modify or affect in any way the structural components of the Astral Premises
      must be approved in writing by Landlord. Landlord shall have the right to
      approve plans for such structural improvements prior to work beginning. Landlord
      agrees not to unreasonably withhold approval and further agrees to review plans
      in a timely manner. Alterations made under this Paragraph 26 shall be at
      Astral’s sole cost and expense. The alterations shall belong to Astral, and
      Astral may, at Astral’s option, remove any non-permanently affixed alterations
      constituting trade fixtures, fixtures, furniture, equipment, and other personal
      property at the expiration or termination of the Lease Term. Astral shall make
      no alterations to the licenses areas. Astral shall not cause or permit any
      mechanics’ liens, materialmen’s liens or other liens to be filed against the
      Astral Premises as a result of any alterations or other work performed on the
      Astral Premises, and will (within thirty (30) days after notice from Landlord
      to
      Astral of such lien(s)) cause any such liens to be removed or Astral shall
      obtain a bond in the amount of such lien while the matter is
      resolved.





27.  Brokers .
      Each
      party hereto represents and warrants to the other that they have had no dealings
      with any broker or agent in connection with the negotiation or execution of
      this
      Lease Agreement, and each agrees to indemnify the other and hold it harmless
      from and against any and all claims, losses, costs or expenses (including
      reasonable attorney’s fees and expenses) for commissions or other compensation
      or charges claimed by a broker or agent for dealings with such party with
      respect to this Lease Agreement.





28.  Counterparts .
      This
      Lease Agreement may be signed in one or more counterparts, each of which is
      deemed an original, but any of which taken together constitutes one and the
      same
      instrument.





29.  Attorney’s
      Fees .
      In the
      event either party shall find it necessary to obtain the services of an attorney
      to enforce any of the covenants or conditions of this Lease Agreement, the
      prevailing party shall be entitled to reimbursement for all costs and expenses,
      including reasonable attorney’s fees, whether or not litigation is commenced,
      but including litigation and any associated appeals.





30.  Contingent
      Upon Simclar Lease .
      This
      Lease Agreement is specifically contingent upon the execution of a lease by
      Simclar for the remaining portion of the Building.





13


31.  Termination
      of Prior Lease .
      The
      parties acknowledge and agree that the Prior Lease between the parties, as
      well
      as the option to purchase described therein are hereby terminated and replaced,
      in its entirety, by this Lease Agreement.








[Signatures
      appear on the following page.]





14


**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Lease Agreement as of the Effective Date first above
      written.





**LANDLORD:**








By: /s/
      Phillip A.
      Wiland


Phillip
      A. Wiland








/s/ Linda S.
      Wiland


Linda
      S.
      Wiland








**ASTRAL
      DIRECT, INC.**








By: /s/
      Philip S.
      Minix ,
      President











/s/
      [Signature
      Illegible] ,
      Controller






15