Second Amendment S&C James St Lease


    SECOND
      AMENDMENT

    


    This
      Second Amendment (the "Amendment") is made and entered into as of the 16th
      day
      of January, 2007 by and between S
      & C DEVELOPMENT COMPANY, LLC ("Landlord”)
      and SCP
      DISTRIBUTORS,
      LLC ("Tenant").

    


    WITNESSETH

    


    
      	
              A.

            	
              WHEREAS,
                Landlord and Tenant are parties to that certain lease dated January
                16, 2002 for
                space currently containing approximately 8,604
                square
                feet (the “Premises”) and the address of which is 68399
                James Street, Suite C, Mandeville, Louisiana 70471,
                which lease has been previously amended by the First Amendment dated
                February 11, 2002 (collectively, the “Lease”);
                and

            


    

    


    
      	
              B.

            	
              WHEREAS,
                Tenant and Landlord mutually desire that the Lease be amended on
                and
                subject to the terms and conditions hereinafter set
                forth;

            


    

    


    
      	 	
              NOW,
                THEREFORE,
                in
                consideration of the mutual covenants and agreements herein contained
                and
                other good and valuable consideration, the receipt and sufficiency
                of
                which are hereby acknowledged, Landlord and Tenant agree as
                follows:

            


    

    


    
      	 	
              I.

            	
              Extension.
                The Lease Term is hereby extended for a period of seven (7) years
                and
                shall expire on December 31, 2013 ("Extended Expiration Date"), unless
                sooner terminated in accordance with the terms of the Lease. That
                portion
                of the Lease Term commencing the day immediately following the Prior
                Expiration Date ("Extension Date") and ending on the Extended Expiration
                Date shall be referred to herein as the "Extended Term".
                

            


    

    


    
      	 	
              II.

            	
              Monthly
                Rent.
                As
                of the Extension Date, the schedule of monthly installments of Base
                Rental
                payable with respect to the Premises during the Extended Term is
                the
                following:

            


    

    


    
      	A.  	
              Twelve
                (12) equal installments of $4,839.75 each payable on or before the
                first
                day of each month during the period beginning January 1, 2007 and
                ending
                December 31, 2007.

            


    

    


    
      	B.  	
              Twelve
                (12) equal installments of $4,984.94 each payable on or before the
                first
                day of each month during the period beginning January 1, 2008 and
                ending
                December 31, 2008.

            


    

    


    
      	C.  	
              Twelve
                (12) equal installments of $5,134.49 each payable on or before the
                first
                day of each month during the period beginning January 1, 2009 and
                ending
                December 31, 2009.

            


    

    


    
      	D.  	
              Twelve
                (12) equal installments of $5,288.53 each payable on or before the
                first
                day of each month during the period beginning January 1, 2010 and
                ending
                December 31, 2010.

            


    

    


    
      	E.  	
              Twelve
                (12) equal installments of $5,447.18 each payable on or before the
                first
                day of each month during the period beginning January 1, 2011 and
                ending
                December 31, 2011.

            


    

    


    
      	F.  	
              Twelve
                (12) equal installments of $5,610.60 each payable on or before the
                first
                day of each month during the period beginning January 1, 2012 and
                ending
                December 31, 2012.

            


    

    


    
      	G.  	
              Twelve
                (12) equal installments of $5,778.91 each payable on or before the
                first
                day of each month during the period beginning January 1, 2013 and
                ending
                December 31, 2013.

            


    

    


    
      	III.  	
              Other
                Pertinent Provisions.
                Landlord and Tenant agree that, effective as of the date hereof (unless
                different effective date(s) is/are specifically referenced in this
                Section) the Lease shall be amended in the following additional
                respects:

            


    

    


    
      	A.  	
              Tenant
                shall have the option (the “Option”) to extend the Lease Term for one (1)
                additional term of seven (7) years (the “Extended Term”) on all of the
                same terms and conditions set forth in the Lease. To exercise the
                Option,
                Tenant shall notify Landlord in writing ninety (90) days prior to
                the
                expiration of the Lease Term or Extended Term.


            


    

    


    
      	B.  	
              Landlord
                agrees and confirms that there are no offsets or credits against
                Rent, no
                Rent has been paid in advance, and no Rent, fees, dues, expenses,
                or other
                amounts are presently due and/or owing under the Lease as of this
                Amendment Date.  Landlord further agrees and confirms that there are
                no existing claims or causes of action against Tenant arising out
                of or
                related to the Lease, nor are there any existing defenses which Landlord
                has against the enforcement of the Lease by Tenant, and to the extent
                such
                claims and defenses exist, same are hereby waived.  Landlord agrees
                to and does hereby release and forever discharge Tenant from all
                financial
                and other liability arising under the Lease or resulting from Tenant’s
                lease, use or occupancy of the leased premises and surrounding area. 
                Landlord recognizes that Tenant is relying on the foregoing
                representations and agreement in deciding to amend or extend the
                Lease.

            


    

    


    Except
      as
      herein modified or amended, the provisions, conditions and terms of the Lease
      shall remain unchanged and in full force and effect.

    


    IN
      WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of
      the
      day and year first above written.

    


    


    WITNESSES:      LANDLORD:

    S
      & C DEVELOPMENT COMPANY, LLC

     

    


    /s/
      Linda G. Niette                       
      By:/s/
      A.
      David Cook  

      
       Name: A.
      David Cook  

    /s/
      Melany Graham                 
Title:Owner/Manager  

        
      Date: 01/17/2007 

    


    


    


    


    WITNESSES:        TENANT: 

    SCP
      DISTRIBUTORS,
      LLC

    


    


    /s/
      Cami Lowther                                                                                                                                                       
        By:/s/
      Stephen C Nelson  

    Name:
      Stephen
      C. Nelson  

    /s/
      J
      Bennett                                                                                                                                                                                  
Title:
       Vice
      President  

    Date: 01/16/2007