Page 1



Exhibit No. 10.21


Lease
for Aladdin Manufacturing Corporation


J6,
J8, J11, J12


Revised
to add buildings and decrease rent July 1, 2002


Summary


Lessor:   DMK Holdings LLC, Diana O. Layson, Manager


Lessee:   Aladdin Manufacturing Corporation


Term:      Two years


Rent:       $ 23,730.00 per month, see note below


Begin:     July 1, 2002


End:        June 30, 2004


Option:


Yes,
Two Year Option


Index


	
  Term

  	
  Section*
  2

  	
  Page
  2

  
	
  Rent

  	
  Section
  # 3

  	
  Page
  2

  
	
  Utilities

  	
  Section
  # 6

  	
  Page
  3

  
	
  Taxes

  	
  Section
  # 7

  	
  Page
  3

  
	
  Repairs

  	
  Section*
  8

  	
  Page
  3

  
	
  Destruction
  of Premises

  	
  Section
  # 9

  	
  Page
  4

  
	
  Default

  	
  Section
  #11

  	
  Page
  5

  
	
  Address
  of Notice

  	
  Section
  #13

  	
  Page
  5

  
	
  Right
  of Recovery

  	
  Section
  #17

  	
  Page
  7

  
	
  Renewal
  Option

  	
  Section
  # 21

  	
  Page
  8

  
	
  Insurance

  	
  Section
  #21

  	
  Page
  8

  
	
  Date
  of Notice

  	
  Section
  # 23

  	
  Page
  9

  
	
  Environmental

  	
  Section
  # 24

  	
  Page
  10

  
	
  Signatures

  	
  Section
  # 25

  	
  Page
  11

  





Notes:


Reduced
Rate is based on $ O.i4"{5er SF as agreed when adding other buildings.


J6       68,715 sf


J8       31,000sf


J1 1    35,250 sf ( includes 2,500 sf added for
connection to J6 )


J12     34,500 sf


Total
of Approximately 169,500 sf


Names
and Phone Numbers for Aladdin Manufacturing Corporation


Mr.
Bob Livingston 602-3066


David
Owens Phone: 706-625-0531


Butch
Layson Phone: 706-629-4120


All
rental checks to be made to: JSO, Inc.


320
Trammell St.


Calhoun,
GA 30701


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2    Lease for Aladdin Manufacturing
Corporation


GEORGIA,
GORDON COUNTY:


THIS LEASE, made this
1st day of July 2002, by and between   DMK Holdings,


LLC,   Diana O. Layson, Manager     ("Lessor"), and


Aladdin
Manufacturing Corporation ("Lessee").


WITNESSETH:


The
Lessor, for and in consideration of the rents, covenants, agreements and
stipulations hereinafter mentioned, reserved and contained, to be kept and
performed by the Lessee, have leased and rented and by these present do lease
and rent unto the said Lessee and the said Lessee hereby agrees to lease and
take upon terms and conditions which hereinafter appear, the following
described property, along with all improvements thereon ("Premises"):


Those
certain Warehouses containing approximately 169,500 square feet, and being part
of the "Harbinger" complex known as J-6, J8 located on S. River
Street, and J11, J12 located on Oak Street, Calhoun Georgia.


(1)           Authority


Lessors
represent and covenant that they have good and marketable title to the Premises
and that they have full right, title and authority to enter into this lease.


(2)           Term


TO
HAVE AND TO HOLD the Premises, commencing July 1, 2002 and continuing
thereafter for a period of Two (2) Years, ending June 30, 2004.


(3)           Rent


Lessee
agrees to pay Lessor monthly installments of Twenty-Three Thousand, Seven
Hundred and Thirty Dollars ($23,730.00) in advance on the first day of each
month. Plus the cost of utilities which will be invoiced as soon as practical
after each month.


(4)           Use


It
is intended that the Premises shall be used for manufacturing or storage, but
no strict limitation is hereby imposed. The Premises shall not be used for any
illegal purposes nor in any manner so as to increase the rate of insurance
thereon. The Lessee agrees to pay any increase caused in the Lessor's insurance
rates by virtue of a change in the type of business that Lessee is conducting.


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(5)


Lessee
agrees not to abandon or vacate the Premises during the term hereof.


(6)           Utilities


Lessee
shall pay water, gas, electricity, fuel, light, heat and power bills for the
Premises, or used by the Lessee in connection therewith.


(7)           Taxes


Lessor
shall pay state, county and municipal ad valorem taxes assessed against the
Premises during the term of this lease. However, it is further provided between
the parties hereto that the Lessee will pay to the Lessor as additional rental
any increase in ad valorem taxes, city and county, charged against the lease
premises over and above the amount of ad valorem taxes for the year of 2001
with said payment to be made by the Lessee to Lessor within 30 days upon
written notice by the Lessor to the Lessee of said increase in taxes, if any.
All tax bills delivered to Lessor by the taxing authority shall be sufficient
evidence of the tax established for each year during the term.  Lessee reserves the right to reasonably
contest any proposed increase in assessments or taxes and for this purpose
Lessor agrees to give Lessee prompt notice of any proposed increase in
assessments by the taxing authority and to cooperate with Lessee in formally
protesting unreasonable increases in assessments.


(8)           Repairs


Lessor
shall make all structural steel and exterior wall repairs, and shall maintain
the roof exterior and repair roof leaks. Lessee shall keep and maintain the
Premises and appurtenances and every part thereof in good order and repair,
except for the exterior roof of the building. Lessee agrees to keep all
internal steel painted to prevent corrosion. Lessee agrees to keep all systems
and fixtures pertaining to heating, air conditioning, water, sewer, electrical
and sprinkler systems, if any, in good order and repair. Lessee agrees to be
liable for any damage to the Premises and its fixtures, appurtenances and
systems, if such damage is due to the negligence of Lessee, but only in the
event such damage is a casualty not covered by a policy of hazard insurance
required to be carried by Lessor under this Lease Agreement.


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(9)           Destruction of Premises


If
the Premises are totally destroyed by storm, fire, lightning, earthquake or
other casualty, this lease shall terminate as of the date of such destruction,
and Lessee shall not be liable for any rent beyond that date and rental shall
be accounted for as between Lessor and Lessee as of that date. If the Premises
are damaged but not wholly destroyed by and of such casualties, rental shall
abate in such proportion as use of Premises has been destroyed and Lessor shall
restore Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental shall commence.


If
the Premises cannot be restored to substantially the same condition they were
in prior to the casualty within a period of One Hundred Twenty (120) days from
the occurrence of the damage, then Lessee shall have an option to terminate
this lease upon the giving of notice of termination to Lessor within seven (7)
days after Lessor notifies Lessee of their inability to repair the Premises
within the required time, or within seven (7) days after Lessor's inability to
do so has been apparent, and this Lease shall terminate upon the giving of such
notices.


(10)


Lessee
agrees to indemnify and save harmless the Lessor against all claim for damage
to persons or property by reason of Lessee's use or occupancy of the Premises
and all expenses reasonably incurred by Lessor as a result thereof, including
attorney's fees and court costs. Lessee agrees to maintain throughout the term,
at its sole expense, liability insurance adequate to protect Lessor and Lessee
against any claims arising by the use and occupancy of the Premises by
Lessee.  


Lessor
agrees to maintain fire and extended coverage insurance policies upon the
building located upon the Premises during the term in amounts adequate to
afford the restoration of said building in the event of damage by fire and
other similar insurance casualty. Lessee agrees to pay to Lessor in additional
rental, any increase in insurance premiums over and above the amount of premium
paid for fire and extended coverage on the premises for the year 2001. Said
additional rental shall be due and payable upon renewal of said insurance
coverage. Lessee agrees to maintain adequate fire and extended coverage
policies upon its contents located upon said Premises during the term thereof.
Parties agree to afford the other evidence that proper insurance is maintained
at all times.


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(11)         Recovery


Lessor
and Lessee each hereby waive any and all rights of recovery against the other,
or against the officer, employees, agents and representatives of the other, for
loss of or damage to such waiving party or its or their property of the
property of others under its or their control to the extent that such loss or
damage is insured against under any insurance policy in force at the time of
such loss or damage, and each shall upon obtaining the policy of insurance
required by the term of this lease, give notice to the respective insurance
carriers that the foregoing mutual waiver of subrogation is contained in this
lease.


(12)


Lessee
shall not, without the consent of Lessor, endorsed hereon, assign this lease or
any interest herein, or sublet the Premises by any party other than Lessee.


However, upon express
written consent of Lessor, which consent shall not be unreasonably withheld,
Lessee shall have the right to sublet or assign the premises, the Parties determining
at that time whether Lessee shall be released from the terms hereof entirely,
and assignee or sublessee to become fully liable. The use or occupancy of the
Premises by an affiliate or a wholly owned subsidiary of Lessee shall not
constitute assignment and subletting, which shall require the consent of Lessor




(13)         Default


Part
1


The
occurrence of any one or more of the following events shall constitute default
of this Lease by Lessee:


(a)           The vacating or abandonment of the
Premises by Lessee.


(b)           The failure by Lessee to make any
payment of rent or any other payment required to be made by Lessee hereunder,
as and when due, when such condition continues for ten (10) days after receipt
of written notice from Lessor to make such payment.


(c)           The failure by Lessee to observe or
perform any of the covenants, conditions or provisions of the Lease to be
observed or performed by Lessee, other than described in Part 1.(b) above,
where such failure shall continue for a period of thirty (30) days after
written notice thereof from Lessor to Lessee, unless the failure cannot be
reasonably corrected within such thirty (30) day period, if Lessee commences in
good faith to cure such failure diligently.


(d)           (i) The making by Lessee of any
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(ii)           The filing by or against Lessee of a
petition to have Lessee adjudged a bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy (unless in the case of a
petition filed against Lessee the same is dismissed within sixty (60) days);


(iii)          The appointment of a trustee or
received to take possession of substantially all of the Lessee's assets located
at the Premises or of Lessee's interest in this Lease, where possession is not
restored to Lessee within thirty (30) days; or,


(iv)          The attachment, execution or other
judicial seizure of substantially all of Lessee's assets located at the
Premises or of Lessee's interest in this lease, where such seizure is not
discharged within thirty (30) days.


Part
2.


In
the event of any such default of Lessee, Lessor may at any time thereafter,
with or without further notice of further demand and without limiting Lessor in
the exercise of any right or remedy which Lessor may have by reason of such
default or breach:


(a)           terminate Lessee's right to
possession of the Premises by any lawful means, in which case this Lease shall
terminate and Lessee shall immediately surrender possession of the Premises to
Lessor. In such event, Lessor shall be entitled to recover from Lessee all
damages incurred by Lessor by reason of Lessee's default including, but not
limited to: any deficiency between Lessee's rent hereunder and the price
obtained by Lessor of reletting, the cost of recovering possession of the
Premises, expense of reletting, including necessary renovation and alteration
of the Premises, reasonable attorney's fees, and any real estate commission
actually paid; the worth, at the time of award by the court having jurisdiction
thereof, of the amount by which the unpaid rent for the balance of the term
exceeds the amount of such rental loss for the same period that Lessee proves
could be reasonable avoided; and any leasing commission paid by Lessor
applicable to the unexpired term of this lease.  Unpaid installments of rent and other sums shall bear interest
from ten (10) days after the due date at the rate of twelve percent (12%) per
annum, but in no case shall said interest exceed the lawful maximum. In the
event Lessee shall have abandoned the Premises, Lessor shall have the option of
(1) retaking possession of the premises and recovering from Lessee the amount
specified in this Part 2.(a), or (ii) proceeding under Part2.(b).


(b)           maintain Lessee's right to possession
in which case this lease shall continue in effect whether or not Lessee shall
have abandoned the Premises. In such event


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Lessor
shall be entitled to enforce all of Lessor's rights and remedies under this
Lease, including the right to recover the rent as it becomes due hereunder.


(c)           pursue any other remedy now or
hereinafter available to Lessor under the laws or judicial decisions of the
State of Georgia.  (14)


Lessee
shall give prompt notice to Lessor of any condition or requirement to be met or
fulfilled by Lessor under the terms of this Lease, and Lessor shall within
thirty (30) days after written notice cure such default, provided, however,
that if the nature of Lessor's obligation is such that more than thirty (30)
days are required for performance, then Lessor shall not be in default if
Lessor commences performance within such thirty (30) day period and thereafter
diligently prosecute same to completion. 



(15)


Time
is of the essence in the performance of any obligation under this Lease
agreement.


(16)


This
Lease contains all agreements of the parties with respect to the subject matter
of this Lease. No prior agreement or understanding pertaining to any such matter
shall be effective. This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification.


(17)
Address of Notice


Any
notice provided for in this Lease shall be in writing and shall be sent by


Certified
Mail, addressed as follows:


To
Lessor:    DMK Holdings.LLC


320
Trammell Street


Calhoun,
GA 30701


To Lessee:   Aladdin Manufacturing Corporation


Attn:   Mr. Bob Livingston


965
North Wall Street


Calhoun,
Georgia 30701


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(18)


If
Lessee remains in possession of the Premises or any part thereof after the
expiration of the term hereof without the express written consent of Lessor,
such occupancy shall be a tenancy from month to month at a rental rate of $
27,120.00 per month plus all other charges payable hereunder and upon all terms
hereof applicable to a month to month tenancy. Nothing contained herein shall
be construed to constitute permission by the Lessor to the Lessee to remain in
possession after the expiration of the term hereof.


(19)


If
either party bring an action to enforce the terms hereof or declare rights
hereunder, the prevailing party in such action, on trial or appeal, shall be
entitled to his attorney's fees to be paid by the losing party as fixed by the
court.  


(20)


Lessor
shall have the right to enter the Premises at reasonable times for the purpose
of inspecting same and showing same to prospective purchasers or lenders, and
making such alterations, repairs, improvements or additions to the Premises or
to the building of which they are a part as Lessors may deem necessary or
desirable.  During the last sixty (60)
days of the term hereof Lessor may place on or about the Premises any ordinary
"for lease" or "for sale" sign.


(21)
Renewal Option


Lessor
hereby grants unto Lessee the option to extend the term of this Lease for one,
Two (2) year Period commencing July 1, 2004, and ending June 30, 2006, at
midnight. Said option shall be exercised by Lessee giving Lessor written notice
of exercise, which notice must be sent by Lessee not less than ninety (90) days
before the end of the initial term, which notice date shall be as follows:


Last
day for lessee's notice of renewal of lease: April 1,2004.


All
terms of this lease shall remain the same for the renewal term, save the


rental
amount which shall be $ 27,120.00 per month


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(22)


This
contract shall create the relationship of landlord and tenant between Lessor
and Lessee; no estate shall pass out of Lessor, Lessee has only a usufruct, not
subject to levy and sale, and not assignable by Lessee except as provided in
paragraph (12) above.


(23)         Insurance


Insurance.
Landlord shall, at its cost and expense, provide and keep in force the
following insurance coverage without lapse at any time and for any reason
during the term of this Lease:


(i)            Insurance covering the premises
against loss or damage by fire and lighting and such risks as are included in
"Special Form" or All Risk coverage endorsements to policies covering
property similar to the premises in an amount equal to 100% of the full
replacement value thereof (excluding foundations and excavation costs), which
names Tenant as an additional insured and which includes an endorsement waiving
the right of subrogation. Notwithstanding anything contained in this lease to
the contrary, regardless of whether or not Landlord provides and keeps in force
the required insurance covering losses for such causes and regardless of
whether or not Tenant, its agents, employees, contractors or others under the
control of Tenant cause such damages to the premises caused by fire and
lightning and such risks as are customarily included in "Special
Form" or All Risk coverage endorsements to policies covering property
similar to the premises.


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10  Lease for Aladdin Manufacturing
Corporation


(Ii)
Commercial General Liability coverage on an "Occurrence Form" basis
with limits of at least $1,000,000, Each Occurrence, and $2,000,000 General
Aggregate for all claims disaster, and such damage cannot reasonably be
repaired within thirty (30) days of the date of such damage so as to cause the
same to be restored to its prior existing condition, this lease shall terminate
and Landlord shall retain all funds paid by any insurer as a result of such
casualty. In the event that the building on the demised premises is partially
damaged by fire, casualty or other disaster, and such damage can reasonably be
repaired within thirty (30) days of the date of such damage so as to cause the
same to be restored to its prior existing condition, the Landlord shall proceed
to restore said demised premises and during the period of restoration, the rent
shall be reduced proportionately according to the percentage of square feet of
usable area remaining in the portion of the building leased to Tenant. In the
event the demised premises are untenable as a result of such damage, rent shall
abate during the period of time of restoration.


(24)         Environmental


Environmental
Compliance; To the best of the lessor's knowledge and belief, there are no
existing violations of any federal, state or local environmental laws and
regulations and any amendments thereto including, but not limited to, the
Comprehensive Environmental Response Compensation and Liability Act of 1980,
the Superfund Amendments and Reauthorization Act of 1986, and the Resource
Conservation Recovery Act of 1976. Landlord shall indemnify and hold tenant
harmless from and against any and all damages, penalties, fines, claims liens, suits
liabilities, cost (including clean-up cost), judgments and expenses (including,
but not limited to, attorneys', consultants' and experts' fees and expenses) of
any kind and nature suffered or asserted against Lessee as a direct or indirect
result of any preexisting condition prior to the occupancy of said premises by
lessee or as a direct or indirect result of any condition or violation taking
place after the termination of the lease term or lessee's occupancy of the
property. The foregoing indemnification shall survive the expiration or
termination of the lease term. The Lessee in the same manner as described above
agrees to hold lessor harmless should any violation as described above be
caused or allowed to be caused by the lessee or its agents, servants,
employees, contractors or vendors.


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Lease
for Aladdin Manufacturing Corporation


(25)         Signatures


This
Lease contains the entire agreement of the parties hereto and no
representation, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein shall be of any force or effect.


IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and affixed
their seals in duplicate, each copy being considered an original, and day and
year first above written.


Signed,
sealed and delivered as to:


"LESSEE"


Notary
Public, My Commission Expires


Aladdin
Manufacturing G0poratjo


Signed,
sealed and delivered as to:


"LESSOR1


B.


DMK
Holdings, LLC


Diana
O. Layson, Manager


Notary
Public, My Commission Expires


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