04-2002  14=09        73



Exhibit No. 10.20

LEASE AGREEMENT




GEORGIA, WHI1TFIELD COUNTY




THIS LEASE AGREEMENT (this
"Lease") made and entered into this day 30 day of Sept, 2002 between
SHP, LLC, of the County of Whitfield Georgia, hereinafter referred to as
"Lessor" and Aladdin Manufacturing, Corporation, a Delaware
Corporation, hereinafter referred to as "Lessee".




WHEREAS, Lessor is the owner of a certain
tract or parcel of land and being Land Lot No. 157 of the 9th
District and 3rd Section of Murray County, Georgia, on which property
is a building containing approximately 175,000 square feet (now or formerly
known as the ALTRON Building).  The
ALTRON Building, together with the parking lot adjoining same is hereinafter
referred to as the "Premises".




WHEREAS, it is the desire of Lessee to
enter into this Lease for the lease of the Premises by Lessee from Lessor:




NOW, THEREFORE, for and in consideration
of the acts to be performed by the parties hereto, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, the parties do hereby agree each with the other as follows:




1.             
PREMISES LEASED: RIGHT OF ACCESS
RESERVED:




(a)     Lessor
does hereby agree to lease to Lessee, and Lessee does hereby agree to hire from
Lessor, at the rent and upon the terms and conditions hereinafter set forth,
the Premises during the term hereof.




(b)     Lessor
does hereby reserve the right for himself and his agents and employees to go
over and about parking lot which comprises part of the Premises for purposes of
ingress and egress to and from the other property of Lessor adjacent to the
Premises.




2.             
PURPOSE.
The Premises shall be used and occupied by Lessee solely in connection with its
business of the manufacture and sale of carpet, matting products and samples.




3.             
TERM:
The term of this Lease shall commence on September 15, 2002 and shall terminate
the last day of December, 2003, at midnight, unless sooner terminated by breach
of the terms and conditions of this Lease by Lessee, or by abandonment of the
Premises by Lessee. Provided Lessee is not then in default hereunder, Lessee
shall have the right to extend this lease for an additional period of Two (2)
years.  The extended monthly rental will
be $26,250.00 per month.




4.             
RENT.   Lessee agrees to pay to Lessor as rental
for the use of the Premises beginning September 157 2002 through November
30,2002 the sum of $16,800.00 per month; then beginning December 1,2002
through; December 31, 2003 the monthly rental will be $24,500payable.in advance
on the 1st day of each month and continuing through the term of the lease.




5.             
ADDITIONAL RENT.
Lessee agrees to pay as rent, in addition to the minimum rental reserved in
Paragraph 4 hereinabove, the following:




(a)     Any
and all reasonable sums which may become due by reason of the failure of Lessee
to comply with any or all covenants of this Lease, Lessee agreeing to pay any
and all damages, costs or expenses which Lessor may suffer or incur by reason
of (i) any default of Lessee or failure on its part to comply with the
covenants of this Lease: and (ii) any and all damages to the premises caused by
any intentional or negligent act of neglect of Lessee or Lessee's agents or
invitees;




(b)     All
charges for water, electricity, gas and any other utility services consumed
upon the Premises and all charges for repairs to the meter or meters on
premises, whether such repairs are made necessary by ordinary wear and tear,
freezing, hot water, accident or other causes, immediately when the same become
due; Lessee shall indemnify and hold Lessor harmless from any liability for
payment of such services;




6.             
LESSEE'S RIGHT TO ALTER AND IMPROVE.
Lessee shall have the right, at its sole expense, to modify the Premises and to
make such alterations as it deems appropriate to improve the usefulness of the
Premises: provided, however, any such modifications or improvements shall not
be begun until Lessor has been presented with the plans for such modifications
and has approved them. Further, Lessee shall obtain the Lessor's consent prior
to painting or placing any sign on the Premises, which consent shall not be
unreasonably withheld by Lessor. Any modification of the Premises by Lessee
under the terms of this Lease shall comply with all federal, slate and local
regulations and ordinances applicable thereto. Any improvements to which Lessor
consents shall be made in a good and workmanlike manner and upon the
termination of this Lease, such improvements shall be the property of the
Lessor. Lessee shall indemnify and hold Lessor harmless from any liability for
the cost of said improvements, and shall immediately discharge any and all
liens placed against the Premises as a consequence of such improvements.




7.             
INSURANCE.
Lessor shall procure and maintain during the term hereof, insurance against
Loss by fire or other casualty to the Premises in such amounts as Lessor may
determine in his sole discretion. Lessee shall be responsible for obtaining and
maintaining such insurance against loss to its property or against liability as
Lessee may elect.




8.             
AFFIRMATIVE COVENANTS AND RESPONSIBILITIES
OF LESSEE. Lessee covenants and agrees that Lessee
will, without demand:




(a)     Keep
the Premises reasonably clean and free from all rubbish, ashes, dirt and other
matter,




(b)     Except
as provided to the contrary here in below, at Lessee's own expense, maintain
the Premises in good repair, and in at least as good condition as that in which
they were delivered, allowing for ordinary wear and tear;




(c)     Make
all necessary repairs, ulterior and exterior, including repairs to the air
conditioning and plumbing system in and about the Premises at its own expense,
provided, however, that Lessee shall not be required to make any repairs to the
walls or roof of Premises, except for such repairs as are necessitated by the
actions of Lessee and/or its agents, employees, licensees or invitees;




(d)     Comply
with any requirements of any of the constituted public authorities, and with
the terms of any Federal or State Statutes or Local Ordinances or Regulations
applicable to Lessee to or for Lessee's use of the Premises and save Lessor
harmless from penalties, fines, costs or damages resulting from the failure to
do so;




(e)     Give
to Lessor prompt written notice of any accident involving persons other than
agents or employees of Lessee, fire or damage occurring on or to me Premises;




(f)      At
the termination of this Lease, remove any signs, improvements of a
non-permanent nature, projections or devices placed upon the premises at or
prior to the expiration of this Lease. In case of breach of this covenant, in
addition to all other remedies given to Lessor in case of breach of any
condition or covenant of this Lease, Lessor shall have the privilege of
removing said improvements, signs, projections, or devices and Lessee, at
Lessor's option, shall be liable to Lessor for any and all reasonable expenses
so incurred by Lessor;




(g)     Indemnify
Lessor against all expenses, liabilities and claims of any kind, including
reasonable attorney's fees, by or on behalf of any person ox entity arising out
of either (i) a failure by Lessee to perform any of the terms or conditions of
this Lease, (ii) any injury or damage happening on or about the Premises,
except to the extent caused or contributed to by the willful misconduct or
gross negligence of Lessor, its agents, employees or representatives; (iii)
failure to comply with any law of any governmental authority, arising out of or
attributable solely to Lessee's use and/or occupancy of the Premises; (iv) any
mechanic's lien or security interest filed against the Premises; and (v) all
claims, damages, expenses, liabilities, actions or causes of action of any kind
or nature arising from breaches of Lessee's representations, warranties or
covenants hereunder or from acts or failures to act occurring, or conditions
existing, during Lessee's occupancy of the Premises, except to the extent
caused or contributed to by the willful misconduct or gross negligence of
Lessor, its agents, employees or representatives; and




(h)     Secure
any and all permits for such use as Lessee intends to make of the Premises
prior to the effective date of this Lease, and upon obtaining such permit
Lessee shall not use the demised premises in any manner not inconsistent with
or in violation of such permit.




9.             
NEGATIVE COVENANTS OF LESSEE.
Lessee covenants and agrees that it will do none of the following Things
without the consent in writing of Lessor first had and obtained, which consent
shall not be unreasonably withheld:




(a)     Occupy
the Premises in any other manner or for any other purpose than set forth
herein; or




(b)     Assign,
mortgage or pledge, or sublease this Lease; nor shall any assignee assign,
mortgage, pledge or sublease this Lease without the written consent by the
Lessor and without such consent no such assignment, mortgage, pledge or
sublease shall be valid, provided Lessor will not unreasonably withhold such
consent; or




(c)     Use
the Premises for the '"treatment", "storage", or
"disposal" of any "hazardous waste", as such terms are
defined in the Resource Conservation and Recovery Act, as amended 42 U.S.C.
6901 ct seq.; or




(d)     Release
on the Premises a "hazardous substance", as such terms are defined in
the Comprehensive Environmental Response, Compensation and Liability Act, as
amended 42 U.S.C. 9601 ct seq; or




(e)     Install
or maintain an underground storage tank, as such term is defined in RCRA; or




(f)      Do
or permit any of its permitted subleases or other persons to do anything on the
Premises, or any part thereof, or bring or permit anything to be brought on or
kept in the Premises, or permit the use of the Premises for any business or
purpose that would:


1.       
cause an increase in the rate of any
insurance on the Premises; or


2.       
cause a violation of any requirements of
any of the constituted public authorities, and with the terms of any Federal or
State Statutes or Local Ordinances or Regulations applicable to Lessee to or
for Lessee's use of the Premises.




10.          
NO REPRESENTATIONS BY LESSOR.
Neither Lessor or Lessor's agents have made any representations or promises
with respect to the Premises, except as expressly set forth herein. The taking
of possession of the Premises by Lessee shall be conclusive evidence against
Lessee, and Lessee accepts the Premises as is, and that the Premises, and any
portion thereof occupied by Lessee, were in good and satisfactory condition at
the time possession of the same was so taken.




11.          
ADDITIONAL CONVENANTS.




(a)     If
the Premises are totally destroyed by storm, fire, lightening, earthquake or
other casualty. this Lease, and all rights and obligations arising hereunder,
shall terminate as of the date of such destruction, and rental shall be
accounted for as between Lessor and Lessee as of that date. If the Premises are
damaged but not totally destroyed by any of such casualty, rent shall abate in
such proportion as use of the premises has been destroyed, and Lessor shall
restore the Premises to substantially the same condition as before such damage,
whereupon full rental shall resume. For purposes of this section, damage to the
Premises to the extent that the Premises are wholly untenantable, or damage to
the extent that full repairs cannot be made solely from the proceeds of
insurance maintained on the Premises as provided in this Lease, shall be deemed
to be a total destruction of the Premises.




(b)     Lessor
shall not be liable for any damage, compensation or claim by reason of
inconvenience arising from the necessity of repairing any portion of the
building, the interruption of the use of the Premises, or the termination of
this Lease by reason of the destruction of the Premises.




(c)     It
is understood and agreed that the Lessor hereof does not warrant or undertake
that the Lessee shall be able to obtain a permit under any zoning ordinance or
regulation for such use s Lessee intends to make of the Premises, and nothing
in this Lease contained shall obligate Lessor to assist in obtaining said
permit




(d)     It
is hereby covenanted and agreed by and between the parties that any law, usage
or custom to the contrary notwithstanding, Lessor shall have the right at all
times to enforce the covenants and provisions of this Lease in strict
accordance with the terms hereof, notwithstanding any conduct or custom on the
part of Lessor in refraining from so doing at any tune or times, and further,
that the failure of Lessor at any time or times to enforce Lessor's tight under
said covenants and provisions strictly in accordance with the same shall not be
construed as having created a custom in any way or manner contrary to the
specific terms, provisions or covenants of this Lease, or as having in any way
or manner modified the same.




(e)     Lessor
will maintain the roof, the exterior walls and floor of the Premises. Water
leaks through the roof will be repaired by Lessor without undue delay.




(f)      Lessee
agrees to grant to the Lessor full and free access to the Premises during
reasonable business hours to examine or exhibit the same or to make any necessary
repairs or alterations to the Premises.




12.          
EVENTS OF DEFAULT.
The occurrence of any of the following shall constitute an "Event of
Default" hereunder:




(a)     Any
part, portion or component of the rent, or any other sums payable under this
Lease are not paid within five (5) days after receipt of Lessor's notice that
same is past due;




(b)     Any
petition that is filed by or against Lessee under any section or chapter of the
Federal Bankruptcy Code, and, in the case of a petition filed against Lessee,
such petition is not dismissed within thirty (30) days after the date of such
filing;




(c)     Lessee
becomes insolvent or transfers property in fraud of creditors;




(d)     Lessee
makes an assignment for the benefit of creditors;




(e)     A
receiver is appointed for any of the Lessee's assets; or




(f)      Lessee
breaches or fails to comply with any term, provision, condition or covenant of
this Lease, other than the payment of rent, which breach is not cured within
thirty (30) days after written notice by Lessor of such default is received by
Lessee.




13.          
REMEDIES-
Upon the occurrence of an Event of Default, Lessor may do or perform any one or
more of the following in addition to, and not in limitation of any other remedy
or right permitted it by law or by this Lease;




(a)     Lessor
may terminate this Lease, in which event Lessee shall immediately surrender the
Premises to Lessor. If Lessee fails to do so, Lessor may, without prejudice to
any other remedy Lessor may have either by law or by this Lease, enter upon the
Premises and expel or remove Lessee and Lessor's personal property with or
without force and without being Liable to Lessee in any manner whatsoever for
damages therefor. Lessee shall be liable to Lessor for and shall indemnify and
hold Lessor harmless from and against all cost, loss, or damage which Lessor
may suffer by reason of such termination of this Lease, whether through
inability to relet the Premises, through a decrease in rent received, by damage
to the Premises or otherwise; or




(b)     Lessor
may enter the Premises and remove the Lessee and its personal property and may
relet the Premises as the agent and receive such rent therefor. In such event
Lessee shall be liable to Lessor for any deficiency which may arise by reason
of such reletting during the remainder of the Lease Term. Lessor may include,
without limitation, brokerage commissions and attorney's fees incurred in
reletting the Premises and any and all costs and expenses incurred in
renovating or altering space to make it suitable for reletting in computing
Lessor's costs, losses or damages for which Lessee is liable as set forth
above, and the proceeds of such reletting shall be first applied to such costs
and expense, then to the payment of Rent and all other indebtedness of Lessee
to Lessor hereunder, with the balance, if any to be held by Lessor to be
applied in payment of future Rent and all other such indebtedness as same
becomes due and payable throughout the Lease Term.




14.          
REMEDIES-CUMULATIVE.
All of the remedies hereinbefore given to Lessor and all rights and remedies
given by law or in equity to Lessor shall be cumulative and concurrent No
termination of this Lease or the taking or recovering of the Premises shall
deprive Lessor of any of its remedies or actions against the Lessee for rent
due at the time of which under the terms hereof would in the future become due
as if there had been no termination, or for any and all sums due at the time,
or which under the terms hereof would in the future become due as if there had
been no termination, nor shall bringing of any action for rent or breach of
covenant, or the resort to any other remedy herein provided for the recovery of
rent be construed as a waiver of Lessor's right to obtain possession of the
Premises.




15.          
LEASE CONTAINS ALL AGREEMENTS.
It is expressly understood and agreed by and between any parties hereto that
this Lease and the Exhibits attached hereto and forming a part hereof, set
forth all of the promises, agreements, conditions and understandings between
Lessor, or Lessor's agents, and Lessee relative to the demised premises, and that
there are no promises, agreements, conditions or understandings, either oral or
written, between them other than as set forth herein. All prior leases between
Lessor and Lessee respecting the Premises or any portion thereof shall be
terminated as of the effective date of this Lease, whereupon the terms and
conditions of this Lease shall govern all rights and obligations of the parties
with respect to the Premises. It is further understood and agreed that, except
as herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Lessor or Lessee unless reduced to
writing and signed by them.




16.          
PARTIES BOUND.
All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several and respective heirs,
executors, administrators, successors and assigns of said parties, and if there
shall be more than one Lessee, they shall be bound jointly and severally by the
terms, covenants and agreements herein, and the word "Lessee" shall
be deemed to and taken to mean each and every person or party mentioned as
Lessee herein, be the same one or more; and if there shall be more than one
Lessee, any notice required or permitted by the terms of this Lease shall be given
by or to anyone thereof, and shall ever have the same force and effect as if
given by or all thereof. The word "his" and "him" and
"her", wherever stated herein shall be deemed to refer to the
"Lessor" and "Lessee" whether such Lessor and Lessee be singular
or plural and irrespective of gender. No rights, however, shall inure to the
benefit of any assignee of Lessee unless the assignment to such assignee has
been approved by Lessor in writing as herein provided.




17.          
SUBORDINATION.
This Lease and all rights of Lessee hereunder shall be subject and subordinate
to the lieu of any mortgage of Lessor, provided that such subordination shall
be upon the express condition that this Lease shall be recognized by the
mortgagee and that the rights of Lessee shall remain in full force and effect
during the term of this Lease so long as Lessee shall continue to perform all
of the covenants of this Lease. While this paragraph is self-operative, and no
further instrument of subordination shall be necessary, Lessee shall, in
confirmation of such subordination, upon demand at any tune or times, execute,
acknowledge and deliver to Lessor or any Mortgagor of Lessor any and all
instruments requested by either of them to evidence such subordination- Lessee
shall execute, acknowledge and deliver to Lessor or any Mortgagor of Lessor,
without expense, any and all instruments that may be necessary to make this
Lease superior to the lien of any Mortgagor of Lessor. If a holder of any
mortgage of Lessor shall hereafter succeed to the rights of Lessor under his
Lease, Lessee shall, at the option of such holder, attorn to and recognize such
successor as Lessee's landlord under this Lease and shall promptly execute and
deliver any instrument that may be necessary to evidence such attornment. Upon
such attornment, this Lease shall continue in full force and effect as a direct
Lease between each successor Lessor and Lessee, subject to all of the terms,
covenants and conditions of this Lease. If Lessee fails at any time to execute,
acknowledge and deliver any of the instruments provided for by this Paragraph
within fifteen (15) days after receipt of Lessor's notice so to do, Lessor, in
addition to the remedies allowed by this Lease may execute, acknowledge and
deliver any and all of such instruments as the attorney-in-fact of Lessee and
in its name, place and stead, and Lessee hereby irrevocably appoints Lessor,
its successors and assigns as such attorney-in-fact.




18.          
CONDEMNATION.
If the whole of the Leased Premises, or such portion thereof as will make
Premises unusable for the Purposes herein Leased, be condemned by any legally
constituted authority for any public use or purpose, then in either of said
events the term hereby granted shall cease from the time when possession
thereof is taken by public authorities, and rental shall be accounted for as
between Lessor and Lessee as of that date. Such termination, however, shall be
without prejudice to the rights of either Lessor or Lessee to recover
compensation and damage caused by condemnation from the condemner. It is
further understood and agreed that neither the Lessee or Lessor shall have any
rights in any award made to the other by any condemnation authority,




19.          
NOTICES.
Except for legal process which may also be served as by law provided, all notices
required or desired to be given with respect to this Lease shall be in writing
and shall be deemed to have been given when had delivered or three (3) days
after deposited, postage prepaid, with the United Sates Postal Service (or its
official successor), certified, return receipt requested, properly addressed as
follows:




To Lessor:


SHP, LLC 

P. O. Box 2343

Dalton, Georgia 30722-2343


To Lessee:

Mohawk Industries, Inc.

P.O. Box 12069

Calhoun, Georgia 30703-7002




Such address may
be changed from time
to time by either party by notice to the other.




20.          
HOLDING OVER-
In no event shall there be any renewal of this Lease by operation of law, and
if Lessee remains in possession of the Premises after the termination of this
Lease and without execution of a new Lease, Lessee shall be deemed to be
occupying the Premises as a tenant at will at an amount equal to one hundred
fifty (150%) of the Rent and otherwise subject to all the covenants and
provisions of this Lease insofar as the same are applicable to a month-to-month
tenancy.




21.          
BROKERS.
Lessor and Lessee each represents and warrants to the other that no broker,
agent, commission salesman or other person has represented the warranting party
in the negotiations for and procurement of this Lease and of the Premises, that
no commissions, fees or compensation of any kind are due and payable in
connection herewith to any such person or entity. Each party further warrants
that any compensation arrangement with the parties excepted from the foregoing
warranty has been reduced to writing in it entirety in a separate agreement
signed simultaneously with or before this Lease by the party against whom the
commission or compensation is charged




22.          
ATTORNEYS' FEES AND EXEMPTION.
Lessee hereby waives and renounces al homestead o exemption rights which Lessee
may have under or by virtue of the Constitution and Laws of the United States,
Georgia, or any other State, as against any debt Lessee may owe Lessee under
this Lease, and hereby transfers, conveys, and assigns to Lessor all homestead
or exemption rights which may be allowed or set apart to Lessee, including such
as may be set apart in any bankruptcy proceeding, to pay any debt owing by
Lessee to Lessor hereunder. If any rent or other debt owing by Lessee to Lessor
hereunder is collected by or through an attorney at law, Lessee agrees to pay
an additional amount equal to fifteen percent (15%) of sum as attorneys1 fees.




23.          
NO ESTATE IN LAND.
This Lease creates the relationship of landlord and tenant between Lessor and
Lessee. No estate shall pass out of Lessor, and Lessee has only usufruct which
is not subject to levy and sale.




24.          
ESTOPPEL CERTIFICATE.
At any time and from time to time, Lessee, on or before the date specified in a
request therefor made by Lessor, which date shall not be earlier than fifteen
(15) days from the receipt of such request, shall execute, acknowledge and
deliver to Lessor a certificate evidencing (a) whether or not t his Lease is in
full force and effect, (b) whether or not this lease has been amended in any
way, (c) whether or not there are any existing defaults on the part of Lessor
hereunder to the knowledge of Lessee and specifying the nature of such
defaults, if any, and (d) the date to which rent, and other amounts due
hereunder, if any, have been paid. Each certificate delivered pursuant to this
Paragraph may be relied on by any prospective purchaser or transferee of
Lessor's interest hereunder or of any part of Lessor's property or by any
holder or prospective holder of any mortgage of Lessor, or a mortgage or
prospective mortgage of any part of Lessor's other property




25.          
SEVERABILITY.
If any clause or provision of this Lease is or becomes illegal, invalid, or
unenforceable because of present or future laws or any rule or regulation of
any governmental body or entity, effective during its term, the intention of
the parties hereto is that the remaining parts of this Lease shall not be
affected thereby, unless the amount of Rent payable hereunder is thereby
decreased, in which event Lessor may terminate this Lease.




26.          
CAPTIONS.
The captions used in this Lease are for convenience only and do not in any way
limit or amplify the terms and provisions hereof.




27.          
SUCCESSORS AND ASSIGNS.
The provisions of this lease shall inure to the benefit of and be binding upon
Lessor and Lessee, and their respective permitted successors, heirs, legal
representatives and assigns.




28.          
STATE LAW.
The laws of the State of Georgia shall govern the interpretation, validity,
performance and enforcement of this Lease.




29.          
TIME IS OF IKE ESSENCE-
Except as otherwise specifically provided herein, time is of the essence of
this Lease,




30.          
EXECUTION.
This Lease may be executed in any number of counterparts, each of which shall
be deemed an original and any of which shall be deemed to be complete in itself
and be admissible into evidence or used for any purpose without the production
of the other counterparts.




31.          
FORCE MAJEURE.
Either party hereto shall be excused from the performance of any of its
obligations for the period of any delay resulting from any cause beyond its
control, including, without limitation all labor disputes, governmental
regulations or controls, fires or other casualties, inability to obtain any
material or services, or acts of God.




32.          
PEACEFUL POSSESSION.
So long as Lessee observes and performs the covenants and agreements contained
herein, it shall at all times during the Lease Term peacefully and quietly have
and enjoy possession of the Premises, but always subject to the terms hereof.




IN WITNESS WHEREOF,  the parties hereto have executed these
presents the day and year first above written.






LESSOR:


SHP, LLC




BY:                                              




LESSEE:


Aladdin Manufacturing Corp


BY: /s/: Salvatore J. Perillo


NAME: Salvatore J. Perillo


TITLE: General Council




ATTEST:


CORPORATE SEAL




Rider to SHP, LLC. Lease




Lessee is Aladdin Manufacturing
Corporation, a Delaware Corporation


1.       
Premises Leased:




In section (b)
Please add ("Such ingress and egress shall not interfere with the
operation of Lessee.




2.       
Purpose:
Please add (" and any other floor covering products that the Lessee
utilizes in it operation").


 


5.       
Additional Rent:


(a). Please add
after (i)("unless such default is due to the negligence of Lessor").


(b) Please add
(" unless such damage is due to the negligence of Lessor").




11.     Additional
Covenants:


(c)   Please delete and insert Lessor warrants that
the leased premises is zoned for the


intended use of
the Premises.






Agreed to the above


/s/: Salvatore J. Perillo


9-30-02