Exhibit 10.7




Exhibit 10.7









AGREEMENT REGARDING ENVIRONMENTAL MATTERS 






        THIS
AGREEMENT REGARDING ENVIRONMENTAL MATTERS (this “Agreement”) is entered into as
of the 11th day of November, 2003 (the “Effective Date”), by and between THE
KELLER MANUFACTURING COMPANY, INC., an Indiana corporation (“Keller”), SIGN OF
THE GOLDFISH, LLC, a Maryland limited liability company (“Sign of the
Goldfish”), and STRUCTURAL SYSTEMS, INC., a Maryland corporation (“Structural
Systems”).




W I T N E S S E T H: 



        WHEREAS,
Keller owns a parcel of real property located at 601 Germana Highway, Culpeper, Virginia,
consisting of approximately sixty (60) acres improved by a building containing
approximately 140,000 square feet formerly used by Keller to manufacture furniture (the
“Property”); and



        WHEREAS,
Keller and Structural Systems have entered into a Contract for Purchase and Sale of Real
Estate dated April 16, 2003, as amended by a certain Amendment to Contract for Purchase of
Real Estate dated as of August 14, 2003, as further amended by a certain Second Amendment
to Contract for Purchase and Sale of Real Estate dated as of October 13, 2003, as further
amended by a certain Third Amendment to Contract for Purchase and Sale of Real Estate
dated as of October 15, 2003, as further amended by a certain Fourth Amendment to Contract
for Purchase and Sale of Real Estate dated as of October 20, 2003 and as further amended
by a certain Fifth Amendment to Contract for Purchase and Sale of Real Estate dated as of
October 31, 2003 (collectively, the “Contract”), pursuant to which Structural
Systems has agreed to acquire the Property, subject to the terms and conditions contained
therein; and




             WHEREAS, in anticipation of
acquiring the Property and pursuant to the terms of the Contract, Structural
Systems and Keller have performed certain environmental investigations of the
Property, which have revealed the presence in the soil and in the groundwater of
certain Materials of Environmental Concern under the Environmental Laws, as
these terms are more fully defined hereinafter; and




        WHEREAS,
as part of the due diligence under the Contract, the following environmental studies have
been performed:



             (a)       
          Phase I Environmental Site Assessment dated May 12, 2003 and prepared by
          Environmental Systems Service, Ltd.;



             (b)       
          Phase II Preliminary Investigation dated June 19, 2003 and prepared by
          Environmental Systems Service, Ltd.; and



             (c)       
          The Limited Phase II Site Assessment Report dated September 5, 2003 and prepared
          by ENSAT Corporation (collectively, with the Site Assessment and Preliminary
          Investigation described in subsections (a) and (b) above, the
          “Environmental Reports”); and



        WHEREAS,
as of even date herewith, Structural Systems has assigned its right, title and interest
in, to, and under the Contract to Sign of the Goldfish; and




        WHEREAS,
Keller, Sign of the Goldfish, and Structural Systems desire to set forth in writing their
mutual agreements regarding Materials of Environmental Concern with respect to the
Property;




        NOW,
THEREFORE, for and in consideration of the mutual promises set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:






             
1.        Recitals. The recitals
set forth above shall be incorporated in and are part of this Agreement.



             
2.        Definitions. For
purposes of this Agreement, the following terms have the following meanings:




     
        (a)       
          “CERCLA” means the federal Comprehensive Environmental
          Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq.,
          as amended and in effect as of the Closing Date.



     
        (b)       
          “Environment” shall have the meaning assigned to that term
          under CERCLA.



     
        (c)       
          “Environmental Law” means any United States or foreign federal,
          state (including the Commonwealth of Virginia) or municipal statute, rule or
          regulation, as in effect as of the Closing Date, relating to the Environment,
          including, without limitation, CERCLA, the Resource Conservation and Recovery
          Act (“RCRA”), 42 U.S.C. §6901, et. seq., the Toxic Substance
          Control Act (“TSCA”), the Occupational Safety and Health Act of 1970,
          29 U.S.C. §651, et seq., (“OSHA”), the Federal Clean Air Act and
          the Clean Water Act, and any other statute or regulation, as in effect on the
          Closing Date, pertaining to (i) treatment, storage, disposal, or generation of
          Materials of Environmental Concern (as defined below); (ii) air and water
          pollution; (iii) groundwater and soil contamination; (iv) the Release or
          threatened Release into the Environment of Materials of Environmental Concern,
          including without limitation emissions, discharges, injections, spills, escapes
          or dumping of Materials of Environmental Concern; or (v) underground and other
          storage tanks or vessels. For purposes of Keller’s indemnification
          obligations under Section 4 below with respect to Materials of
          Environmental Concern that may be located upon the Property, “Environmental
          Laws” means only those Environmental Laws, in effect as of the Closing
          Date, relating to the use and operation of the Property for industrial purposes.



     
        (d)       
          “Governmental Entity” means any Federal Court or Court of any
          State (including the Commonwealth of Virginia), any administrative or
          governmental agency, Federal or state (such as the U.S. Environmental Protection
          Agency or the Commonwealth of Virginia Department of Environmental Quality), any
          executive or governmental officer of the United States or any state or
          Commonwealth (such as the President of the United States or the Governor of the
          Commonwealth of Virginia) or any arbitrator, magistrate, master or any other
          person or entity having the authority to enforce any Environmental Law.


        (e)        
          “Materials of Environmental Concern” means any hazardous
          material, hazardous waste or hazardous substance, toxic or radioactive material,
          pollutant or contaminant, as such terms are defined under any Environmental Law,
          and oil, petroleum and petroleum products, asbestos and polychlorinated
          bipheynols (PCBs).


        (f)        
 “Damages” means any and all debts,
          obligations and other liabilities, monetary damages, fines, fees, penalties,
          interest obligations, deficiencies, losses, costs of compliance, costs and
          expenses (including, without limitation, reasonable attorneys’ fees and
          expenses), and shall also include Response Costs (as defined below).


        (g)        
          “Mandatory Remediation Order” means a notice of responsibility,
          investigation, order, notice of violation or similar directive under
          Environmental Law issued by a Governmental Entity which establishes a binding
          legal obligation on the part of Structural Systems or Sign of the Goldfish to
          investigate, remediate or pay Damages on account of the presence on the Property
          of Materials of Environmental Concern.







- 2 -





        (h)        
“Response Costs” means all costs of “response” as
that term is defined in CERCLA.


        (i)        
“Release” means a “release” within the meaning of CERCLA.



             3.       
          Remediation of Soils at Property. Sign of the Goldfish shall, on or
          before the date that is one hundred eighty (180) days from and after the Closing
          Date, cause Environmental Systems Service, Ltd. or another environmental
          consulting firm reasonably acceptable to Keller (the “Consultant”) to
          excavate and remove from the Property, and to dispose of, approximately 1,755
          tons of soil that is in the location shown on the site diagram attached hereto
          as Exhibit A (the “Soil Work”). The extent of such soil removal
          performed as a part of the Soil Work shall be determined using a photo
          ionization detector (“PID”) during the excavation. Sign of the
          Goldfish shall cause the Soil Work to be completed in compliance with all
          applicable Environmental Laws. Upon completion of the Soil Work and the delivery
          to Keller of copies of paid invoices, disposal manifests and a brief summary
          from the Consultant of the performance of the Soil Work (including, without
          limitation, the PID readings and the results of any other sampling), Keller
          shall reimburse Sign of the Goldfish for its actual cost and expense in
          completing the Soil Work, up to a maximum amount of One Hundred Thousand Dollars
          and NO/100 ($100,000.00). Keller shall deposit the sum of One Hundred Thousand
          Dollars and NO/100 ($100,000.00) in escrow with Commercial Title Group, Inc. on
          the Effective Date, pursuant to an escrow agreement that is mutually acceptable
          to Keller, Sign of the Goldfish, Commercial Title Group, Inc. and Bank of
          America, N.A. which escrow agreement shall provide, among other things, for the
          manner and timing of disbursements of the funds held in escrow. Except as
          expressly set forth in this Section 3, Sign of the Goldfish and
          Structural Systems hereby acknowledge and agree that, notwithstanding anything
          in this Agreement or in the Contract to the contrary, Keller shall have no
          further liability for, and Sign of the Goldfish and Structural Systems hereby
          release Keller from and waive any claims against Keller with respect to any
          Damages that may be incurred or suffered by Sign of the Goldfish or Structural
          Systems relating to, any Materials of Environmental Concern to the extent Sign
          of the Goldfish and/or Structural Systems was aware of the Release of those
          Materials of Environmental Concern into the Environment as of the Closing Date
          (and whether or not those Materials of Environmental Concern are disclosed in
          the Environmental Reports) at levels that require investigation or remediation
          under applicable Environmental Laws. Sign of the Goldfish shall indemnify Keller
          for, and hold Keller harmless against, any Damages incurred or suffered by
          Keller arising out of or resulting from the transportation, treatment or
          disposal of the soil excavated as a part of the Soil Work. By its signature
          below, Structural Systems hereby guarantees performance by Sign of the Goldfish
          of its obligations under this Section 3.



             4.       
          Environmental Indemnification by Keller. Subject to the limitations set
          forth in this Section 4, Keller shall indemnify Sign of the Goldfish for,
          and hold Sign of the Goldfish harmless against, any Damages incurred or suffered
          by Sign of the Goldfish (a) to comply with any remediation obligations with
          respect to the Property that are required by Environmental Law and are set forth
          in any Mandatory Remediation Order issued by any Governmental Authority in order
          to address Materials of Environmental Concern which were in, on or under the
          Property on or prior to the Closing Date; or (b) as a result of any breach of
          the representations and warranties of Keller set forth in Section 13(l)
          of the Contract. However, Keller shall only be obligated to indemnify and hold
          harmless Sign of the Goldfish, pursuant to the preceding sentence, to the extent
          Sign of the Goldfish’s Damages from the matters described in subsections
          (a) and (b) above exceed One Hundred Thousand Dollars and NO/100 ($100,000.00),
          and Keller shall have no obligation to indemnify or hold harmless Sign of the
          Goldfish for any such Damages less than One Hundred Thousand Dollars
          ($100,000.00). In addition, Keller’s maximum liability under this
          Section 4 shall not exceed, in the aggregate, the sum of Five Hundred
          Thousand Dollars and NO/100 ($500,000.00). Furthermore, Keller shall have no
          obligation to indemnify or hold harmless Sign of the Goldfish pursuant to this
          Section 4 with respect to any Damages relating to Materials of
          Environmental Concern affecting the Property to the extent Sign of the Goldfish
          and/or Structural Systems was aware of the Release of those Materials of
          Environmental Concern into the Environment as of the Closing Date (and whether
          or not those Materials of Environmental Concern were disclosed in the
          Environmental Reports) at levels that require investigation or remediation under
          applicable Environmental Laws. Structural Systems and Sign of the Goldfish each
          hereby represents and warrants to Keller that they are not aware of any
          Materials of Environmental Concern in, on or under the Property, except as
          disclosed in the Environmental Reports. Keller’s obligations under this
          Section 4 shall terminate on the date that is two (2) years from and
          after the Closing Date; provided, that this termination shall not apply to any
          valid claims, made in good faith by Sign of the Goldfish, pursuant to this
          Section 4 prior to the date that is two (2) years from and after the
          Closing Date.







- 3 -




     
        5.       
          Indemnification Procedure.



        (a)        
Keller shall manage all actions for which Keller is providing indemnification to
Sign of the Goldfish pursuant to Section 4 above; provided, however, that
Sign of the Goldfish shall have the right to participate in all decisions
regarding any such action, including reasonable access to sites where any such
action is being conducted, reasonable access to all documents, correspondence,
data, reports or information relating to the action, and reasonable access to
employees and consultants of Keller with knowledge of relevant facts about the
action, and the right (with reasonable prior written notice to Keller) to attend
any and all meetings and participate in any telephone or other conferences with
any Governmental Entity or other third party relating to the action. Keller
shall at all times act as if all damages relating to the action were for its own
account and shall act in good faith and with reasonable prudence to minimize
damages therefrom. Keller, without the express consent of Sign of the Goldfish,
shall also not agree to any injunction, penalty, fine, or action which
implicates Sign of the Goldfish or materially impairs Sign of the
Goldfish’s ability to use the Property.




        (b)         
In making a claim for indemnification pursuant to this Agreement, Sign of the
Goldfish shall give prompt written notice to Keller of the commencement of any
action, suit or proceeding for which indemnification under this Agreement may be
sought or, if earlier, upon the assertion of any claim, commencement of any
inquiry or receipt of any notice for which indemnification under this Agreement
may be sought; provided, however, that no delay on the part of Sign of the
Goldfish in notifying Keller shall relieve Keller from any obligation hereunder
unless (and then solely to the extent that) Keller is thereby materially
prejudiced.



        (c)        
Within 30 days after the delivery of such notice, Keller shall, in accordance
with this Agreement, assume exclusive control of the defense and settlement of
such action, suit, proceeding, claim or inquiry. If Keller does not assume
control of such defense and settlement, Sign of the Goldfish shall control such
defense and settlement on the account of Keller, subject to the terms of this
Agreement.



        (d)        
Keller shall keep Sign of the Goldfish reasonably advised of the status of such
action, suit, proceeding or claim and the defense thereof and shall provide Sign
of the Goldfish reasonable notice and an opportunity to comment upon
Keller’s plans for addressing such defense. Keller shall not agree to any
settlement of any such action, suit, proceeding or claim without the prior
written consent of Sign of the Goldfish, which consent shall not be unreasonably
withheld, conditioned or delayed.



        (e)         
The parties hereto shall reasonably cooperate with each other in connection with
the prosecution, defense, settlement and performance of this Agreement. Without
limiting the generality of the foregoing and upon Keller’s request, Sign of
the Goldfish and/or Structural Systems, as applicable, shall (i) assign (to the
extent assignable) to Keller, all existing contracts with independent
consultants or advisors relating to such matters, and (ii) use commercially
reasonable efforts to waive all professional conflicts and take other reasonable
steps necessary to allow any counsel representing Keller with respect to such
matters to represent Keller, and (iii) assign such documents, assign such rights
and take such actions as Keller may reasonably request attendant to the defense
of the indemnified matter.







- 4 -





     
        6.       
          Miscellaneous Provisions.



             (a)       
          Succession and Assignment. This Agreement shall be binding upon and inure
          to the benefit of the parties named herein and their respective successors and
          permitted assigns, including, without limitation those Trustees and their
          successors in trust, under that certain Deed of Trust, Assignment, Security
          Agreement and Financing Statement by Sign of the Goldfish, for the benefit of
          Bank of America, N.A., which encumbers or will encumber the Property. Keller may
          not assign its rights, interests, or obligations hereunder without the prior
          written approval of Sign of the Goldfish. Sign of the Goldfish may assign its
          rights under this Agreement to any person or entity who acquires the Property
          (including, without limitation the aforesaid Trustees under the Bank of America
          Deed of Trust), and shall provide prompt written notice of any such assignment
          to Keller. In the event of any foreclosure sale of the Property under the Bank
          of America Deed of Trust, all of the rights of Sign of the Goldfish hereunder
          shall be deemed automatically assigned to such purchaser at foreclosure, without
          any further action being required by the parties hereto. Structural Systems may
          not assign its rights, interests, or obligations hereunder without the prior
          written approval of Keller.



             (b)       
          Counterparts; Facsimile Signatures. This Agreement may be executed in two
          or more counterparts, each of which shall be deemed an original but all of which
          together shall constitute one and the same instrument. This Agreement may be
          executed and delivered by facsimile.



             (c)       
          Notices. All notices, requests, demands, claims and other communications
          hereunder shall be in writing. Any notice, request, demand, claim, or other
          communication hereunder shall be deemed duly delivered one business day after it
          is sent by (i) a reputable courier service guaranteeing delivery within one
          business day or (ii) telecopy, provided electronic confirmation of successful
          transmission is received by the sending Party and a confirmation copy is sent on
          the same day as the telecopy transmission by reputable courier service
          guaranteeing delivery within one business day, or (iii) by certified mail,
          return receipt requested and postage prepaid, in each case to the intended
          recipient as set forth below:


	
If to Keller:	
 	
David T. Richardson, CFO

The Keller Manufacturing Company, Inc.

701 North Water Street

Corydon, Indiana 41712

Phone: 812.738.2222

Fax: 812.738.7382








	
Copies to:	
 	
Sarah K. Funke, Esquire

Ice Miller

One American Square

Box 82001

Indianapolis, IN 46282-0002

Phone:317.236.2100

Fax: 317.236.2219



James A. Thornhill, Esquire

McGuire Woods LLP

One James Center

Richmond, Virginia  23219

Phone: 804.775.1163

Fax: 804.698.2191












- 5 -




	
If to Sign of the Goldfish:

or to Structural Systems:	
 	
Mr. Bruce M. Gordon

Structural Systems, Inc.

201 Poplar Avenue

Thurmont, Maryland 21788

Phone: 301.271.7734

Fax: 301.271.3733







	
Copies to:	
 	
Paul DiPiazza, Esquire

3 Bethesda Metro Center

Suite 460

Bethesda, Maryland 20814-5330

(301) 986-1300

Fax: (301) 986-0332



Thomas E. Lynch, III, Esquire

Miles & Stockbridge P.C.

30 West Patrick Street, Suite 600

Frederick, Maryland 21701

(301) 662-5155

Fax: (301) 662-3647








             (d)       
          Governing Law. This Agreement shall be governed by and construed in
          accordance with the laws of the Commonwealth of Virginia, without giving effect
          to any choice or conflict of law provision or rule that would cause the
          application of laws of any jurisdiction other than those of the Commonwealth of
          Virginia.



             (e)       
          Amendments and Waivers. The parties may mutually amend or waive any
          provision of this Agreement at any time. No amendment or waiver of any provision
          of this Agreement shall be valid unless the same shall be in writing and signed
          by each of the parties. No waiver by any party of any default,
          misrepresentation, or breach of warranty or covenant hereunder, whether
          intentional or not, shall be deemed to extend to any prior or subsequent
          default, misrepresentation, or breach of warranty or covenant hereunder or
          affect in any way any rights arising by virtue of any prior or subsequent such
          occurrence.



        (f)        
Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.



        (g)        
Dispute Resolution. In the event that any dispute should arise between
the parties with respect to any matter covered by this Agreement or the
interpretation of this Agreement, the parties shall make a good faith effort to
resolve such dispute by mediation prior to commencing any legal action in a
court with jurisdiction over such matter.




        (f)        
Construction. The language used in this Agreement shall be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against either party. Whenever the
context may require, the singular form of nouns and pronouns shall include the
plural, and vice versa. Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.





[signatures begin on following page] 







- 6 -





             IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the Effective Date.



	
 	
THE KELLER MANUFACTURING COMPANY, INC.







BY:  /s/ David T. Richardson



NAME:  David T. Richardson



ITS:  CFO







SIGN OF THE GOLDFISH, LLC







BY:  /s/ Bruce M. Gordon



NAME:  Bruce M. Gordon



ITS:







STRUCTURAL SYSTEMS, INC.







BY:  /s/ Bruce M. Gordon



NAME:  Bruce M. Gordon



ITS:


















- 7 -