**EXHIBIT 10.37**

**LEASE**

            This Lease is made and enteredinto by and between Parks Wood Products represented by its Agent, Noles-FryeRealty, Inc. hereinafter referred to as Lessor and whose mailing address anddesignation shall be 108 Hilton Court, Pineville, Louisiana 71360 and ISA RealEstate, LLC hereinafter referred to as Lessee whose mailing address shall beP.O. Box 32428, Louisville, Kentucky 40232.

**            WITNESSETH:**

**ARTICLE I.**

**LEASE PREMISES**

            Lessor in consideration of thecovenants and agreements hereinafter set forth does by these presents demise,lease and let unto lessee, who accepts, the following described premises:

            700 Expressway Driveconsisting of 7.7 acres of real property with a 38,000 square foot warehouse,and a 400 sq. foot office set forth thereon (hereinafter referred to as the"Premises")

**ARTICLE II.**

**MODIFICATION OF LEASED PREMISES**

            Lessor shall at its cost makethe following repairs to the existing structure: Building lease "as is" presentcondition. The Lessee shall at Lessee's sole cost provide the following items ormodifications: As per Lessee's needs with prior approval from Lessor.

            Anything in this to thecontrary notwithstanding, Lessor shall not be in default of any provision ofthis lease of such performance shall be delayed or prevented by strike, were,Act of God, or other cause beyond the control of the party seeking to be excusedfrom such performance.

            If the Premises to be leasedare vacant prior to the commencement date of this lease, Lessor will affordLessee reasonable access to the leased Premises prior to the commencement datehereinafter set forth, for the purpose of inspection, measuring, or Installingor arranging for the installation of fixtures, but only to the extent that suchactivity proceeds without interfering with the Lessor's contractors,sub-contractors and their respective employees in the construction of the abovedescribed modifications. By giving Lessee access to the leased Premises prior tothe commencement date, Lessor assumes no responsibility whatsoever for damage topersons entering the leased Premises or injury to Premises brought in or uponthe leased Premises, nor shall he be entitled to any rent by reason or suchaccess.

**ARTICLE III.**

**TERM**

            The term of, this lease is fortwenty-four (24) months beginning March 1, 2007 and ending February 28th, 2009(the "Term"). At any time prior to the end of the Term, the Lessee shall havethe exclusive option to purchase the Premises on the terms contained in ArticleV below. Alternatively, at the end of the Term the Lessee shall have the rightto renew the Term for an additional twenty-four (24) month period on the sameterms and conditions as are set forth herein.

**ARTICLE IV.**

**RENTAL**

            As consideration of thislease, Lessee agrees to pay Lessor by check payable to Parks Wood Productsmailed or delivered to 108 Hilton Court, Pineville, LA 71380 or its successor,as rental for the above described Premises during the term hereof the sum offive thousand two hundred and fifty ($5,250) dollars per month. All rentalsshall be payable in advance on or before the 1st day of each calendar monthduring the terms hereof. After the 5th day of the month, a 5% late charge willbe added to the rental payment due.

**ARTICLE V.**

**OPTION TO PURCHASE**

            At any time prior to theexpiration of the Term of this Lease, the Lessee shall have the exclusive optionto purchase the property for a purchase price of five hundred and seventy fivethousand ($575,000) dollars (the "Purchase Price") on the following terms andconditions.

            In the event the Lesseedesires to purchase the Premise, Lessee shall notify the Lessor in writing ofits intention to exercise its option. Said closing shall occur within 60 days ofthe receipt of said notice by the Lessor. The closing (the "Closing") shall beheld at a location to be mutually agreed upon by the parties.

            In such event, the Premiseswill be sold "AS IS", subject to receipt of a general warranty deed by theLessee (or the equivalent thereof in Louisiana). An unencumbered, marketabletitle to the real property described herein shall be conveyed by deed of generalwarranty, with the usual covenants such as any title company will insure, excepteasements of record, restrictive covenants of record as to use and improvementof the property, and except applicable regulations imposed by the planningcommission. Should title prove defective and such defect cannot be remediedprior to the Closing as defined below, Lessee may, in its sole discretion uponwritten notice to the Lessor, extend the closing date or retract its offer topurchase the Premises.

            At closing, the securitydeposit being held by the Lessor hereunder shall be applied (and credited)toward the Purchase Price.

            At Closing, each party shallpay the usual and customary closing costs ordinarily to be borne by such party,respectively. All taxes shall be pro-rated as of the date of ClosingLEASE.

            At any time prior during theTerm of the Lease, the Lessee shall be permitted to perform a Phase I and/orPhase Il investigation of the Premises, provided such investigation(s) areperformed solely at the cost of the Lessee. Lessee agrees that if in the courseof conducting its own investigation, it discovers a condition on the Premisesthat it believes must be reported to governmental authorities; it shall promptlynotify Lessor of the condition. Lessor shall bear the responsibility ofreporting any such condition to the proper governmental authorities unless (i)such condition is an immediate threat to the health, welfare or safety of anyindividuals or the environment or (ii) the environmental engineer performing theinvestigation is obligated by law to report such condition to regulatoryauthorities.

            Notwithstanding anything tothe contrary contained elsewhere in this Agreement, the Lessor shall reduce thePurchase Price by the cost of any environmental remediation that the Lessee isanticipated to incur in bringing the Premises up to local, state and federalstandards. For purposes of this agreement "remediation" costs shall include, butnot be limited to the disposal of contaminated soils (i.e. special wastenon-hazardous and, hazardous waste disposal), soil replacement, and professionaland technical costs relating to such remediation.

            Notwithstanding the foregoing,the Lessor shall receive a minimum of three (3) months rent under thisAgreement.

**ARTICLE** VI.

**USE OF PREMISES**

            Lessee shall use the Premisesfor the sole purpose of conducting the business as a scrap metal processing andstorage facility. Notwithstanding anything to the contrary contained elsewherein this Agreement, prior to the execution of this Agreement the Lessor shallhave provided evidence to the Lessee that the Premises are zoned and permittedsuch that the Lessee will be able to operate its business on the Premises forthe Lessee's intended purpose.

            Subject to prior approval byLessor as to size and location, Lessee may erect a sign not exceeding 8 feet inheight on the exterior of the Premises Lessee shall install its sign at its ownexpense and may remove it at the termination of this lease. Lessee agrees thatsuch sign will be erected and maintained in compliance with the requirements ofall governmental departments having jurisdiction over the demised Premises. Anydamages to the building as a result of the removal of Lessee's sign shall berepaired the expense of Lessee.

            This paragraph shall not beapplicable to the roof and/or structural parts of the demised Premises Lesseeagrees at its own cost and expense, during the term of this lease, to complywith all orders, rules, regulations, and requirements of ever kind and naturerelating to the Premises, now or hereafter in force, of the federal, state,municipal or other governmental authorities, applicable to the manner ofLessee's use and occupancy thereof, or operations made by the Lessee. The Lesseewill pay all costs and expenses incidental to such compliance, and willindemnify any save harmless the Lessor free of the expense or damage by reasonof any notice, violations or penalties filed against or imposed upon thePremises, or against the Lessor as owner thereof, because of the failure of theLessee to comply with the provisions of this paragraph. Should the Lessee failto comply with any of the provisions contained in this paragraph the Lessor may,after ten (10) days written notice to the Lessee, comply therewith, and the costand expense of so doing may be paid by the Lessor and shall be charged againstthe Lessee as an additional rent, becoming due upon demand. Lessee agrees toindemnify and save harmless the Leseor from and against any and all judgments,decrees, penalties, costs and expenses by reason of such non-compliance.

            Lessee shall, at thetermination of this lease, peacefully quit, surrender and deliver up the leasedPremises, broom clean and in as good condition as received, naturaldeterioration excepted.

            Lessee shall not permit anyunlawful activity in the leased Premises and shall comply with all lawful lawsand ordinances pertaining to the conduct of Lessee's business.

            In the event the demisedPremises are part of a shopping center or building complex, garbage, trash andother refuse shall be kept in the kind of containers as specified by Lessor andshall be placed at the location at the demised Premises designated by Lessor. Inthe event the demised Premises are part of a shopping center or buildingcomplex, Lessee shall not use the common area of the shopping center or buildingcomplex for business purposes.

            Lessee shall keep the outsideareas immediately adjoining the demised Premises clean and shall not place orallow to be placed any obstructions or merchandise thereon.

            Prior to March 1, 2007, theLessor shall cause the Premises to be free of debris both on the land itself andwithin the buildings contained on the Premises. The buildings shall be furnishedto the Lessee in broom-clean condition.

**ARTICLE VII.**

**HOLDING OVER**

            Any holding over by Lessee ofthe leased Premises after the expiration of this lease shall operate and beconstrued as a tenancy from month to month at a rental to be negotiated.

**ARTICLE VIII.**

**COMMON AREA**

            In the event the demisedPremises are part of a shopping center or building complex, common area meansall areas, space, lighting, equipment, and special services provided by theLessor for the common or joint use of benefit of the occupants of the shoppingcenter, or building complex, their employees, agents, customers and otherinvitees, including but not limited to. parking area, access roads, driveways,retaining walls, landscaped areas and sidewalks.

            Lessor agrees to maintain thecommon area in a good and useable condition, adequately lighted, and free andclear from trash and debris. Notwithstanding the foregoing the outside yardshall be maintained by the Lessee.

**ARTICLE IX.**

**REPAIRS**

            Lessee shall be responsiblefor all repairs and maintenance to the leased Premises during the term of thelease, other than structural repairs to the Premises which shall remain theobligation of the Lessor (e.g. roof repairs, steel support restoration andrepairs, if any, to the foundations of any buildings and/or concrete block).

**ARTICLE X.**

**LIABILITY**

            Lessor shall not be liable forinjury or damage by vice or defect to Lessee or anyone on the Premises whoderived the right to be thereon from Lessee unless Lessor knew or should haveknown of such vice or defect or had notice thereof and failed to remedy itwithin a reasonable time, or unless the injury or damage was caused by Lessor'sfailure to keep the foundation, roof, and exterior walls in a structurally safeand sound condition.

            Lessee shall, during the termof this lease, indemnify the Lessor and hold it harmless against all claims,demands and judgments for loss, damage or injury to persons or Premisesresulting or accruing by reason of the use and occupancy of the demisedPremises.

            Lessor shall not be liable forany damages done or occasioned by or from plumbing, gas or water, steam or otherpipes or sewerage or the bursting, leaking or running of any cistern, tank, washstand, water, closet, or waste pipe, in, above, upon, or about said Premises,nor for damage occasioned by water being upon or coming through the roof,skylight, trap door or otherwise, nor for any damage arising from acts ofnegligence of co-lessees, occupants of the same building, or any owners oroccupants of adjoining or contiguous Premises, unless such damage is occasionedby the negligence of the Lessor, or by the failure of the Lessor to make repairsrequired under the terms hereof.

            Lessee agrees that at its owncost and expense it shall procure and enforce in the names of Lessor and Lessee,general liability insurance against any and all claims for injuries for personsor Premises occurring in, on or about the demised Premises, including all damagefrom signs, glass, awnings, fixtures Or other appurtenances now or hereafterupon the demised Premises, during the term of this lease, such insurance at alltimes to have a combined single limit of not less than $1,000,000.00 for bodilyinjuries to one or more persons and Premises damage in any one accident. Suchinsurance shall be written with a company or companies who are authorized toengage in the business of general liability insurance in the State of Louisiana,and it shall be delivered to the Lessor with customary certificates evidencingsuch paid up insurance, which certificates are to be issued by the insurancecompanies.

**ARTICLE Xl.**

**UTILITIES**

            Lessee agrees to pay allcharges for utilities, including all sewerage disposal services, water, gas,heat, electric current, and other public utilities furnished to or consumed byit, in or upon the demised Premises during the term hereof, and all meterdeposits and charges for initial connection of all utilities will be paid byLessee. To the extent the Premises require separate utility metering, suchseparate metering will be installed at the Lessor's cost.

**ARTICLE XII.**

**ASSIGNMENT AND SUBLETTING**

            Lessee shall not sublease allor any part of the Premises nor assign this lease, without first obtaining thewritten consent of Lessor; said consent shall not be unreasonably withheld.

**ARTICLE XIII.**

**INSURANCE AND TAXES**

            Lessee shall carry in Lessor'sname fire and extended coverage insurance in an amount equal to not less than90% of the insurable value of the leased Premises, the premium therefor to bepaid by Lessee. Should any insured loss occur, the insurance proceeds shall bepaid to Lessor. Lessee shall furnish Lessor with proof of insurance, bothgeneral liability and fire and extended coverage prior to commencement of thisLease.

            Lessee shall also pay any andall real estate and ad valorem taxes, assessed against the demised Premises.

**ARTICLE XIV.**

**SUBORDINATION**

            Lessor reserves the right tosubject and subordinate this lease at all times to the lien of any firstmortgage or any first deed of trust placed upon Lessor's interest in the saidPremises, or upon the land or Premises upon which the leased Premises are apart, or upon any building hereafter placed upon the land which the leasedPremises form a part and Lessee shall execute and deliver, upon the demand ofLessor, its successors or assigns, such further instrument subordinating thislease to the lien of any such mortgage or deed of trust provided that suchmortgage or deed of trust shall recognize the validity and continuance of thislease in the event of foreclosure or by conveyance in lieu of foreclosure, solong as Lessee shall not be in default under the terms of this lease.

            If the leased Premises or anypart hereof or Premises of which the leased Premises are a part are at any timesubject to a first mortgage or a first deed of trust and this lease or therentals are assigned to such mortgage, trustee or beneficiary, and the Lessee isgiven written notice thereof, including the post office address of suchassignee, than to afford ouch assignee and opportunity to make performance forand on behalf of the Lessor, Lessee shall give written notice in the manner setforth herein to such assignee, simultaneously with the giving of any writtennotice to Lessor required to be given by Lessee to Lessor.

**ARTICLE XV.**

**FAILURE**

            Should a petition inbankruptcy, receivership, or respite be filed by or against Lessee or uponLessee's suspension of business, failure or insolvency, the rent for the wholeunexpired term of this lease shall, without putting Lessee in default, at oncebecome due and exigible, and in any event Lessor shall have the option either atonce to demand the entire rent for the whole term, or any renewal thereof, or toimmediately cancel this lease, without putting Lessee in default, Lessee toremain responsible for all past due rentals, damages and losses suffered byLessor, Lessee hereby assenting thereto and expressly waiving the legal noticeto vacate the Premises.

**ARTICLE XVI.**

**DEFAULT**

            Should Lessee fail or neglectto pay the rental or any other sums of money due under the terms of this lease,or should Lessee fail or neglect to perform any other of its obligationshereunder, Lessor shall notify Lessee in writing of such fact and if Lesseefails to pay such amounts as may be due, or to perform such obligation withinfifteen (15) days after delivery of such notice, Lessor shall, without anyfurther notice or putting in default, have the right to declare the remaininginstallments of rent immediately due. Lessor shall also have the option andright to declare this lease terminated and may enter upon and take possession ofthe Premises without the necessity of any legal action, reserving unto Lessorthe right to enforce collection of any past due rental to the time of re-entry.Lessee agrees to pay an attorney fee of twenty-five (25%) percent of the amountdue in the event any claim for rental, taxes, insurance, maintenance charges,and/or any other sum which may be due by Lessee under this lease is placed inthe hands of an attorney for collection after the same becomes due, and inaddition, agrees to pay interest at the rate of eight (8%) percent per annum ofall such past due sums.

            In the event this lease shallbe terminated as herein before provided, or otherwise, or-if the demisedPremises or any part thereof shall be abandoned by the Lessee, if the lease benot terminated or if the lease be terminated, Lessor may in its own behalf,relet the whole or any portion of the said Premises for any period equal to orgreater or less than the remainder of the term, for any sum which it may deemreasonable, to any tenant which it may deem suitable and satisfactory, and forany use and purpose for which it may deem appropriate, and in connection withany such lease, the Lessor may make such changes in the character of theimprovements on the Premises and may grant concessions or free rent as theLessor may determine to be appropriate or helpful in effecting such lease,without affecting the liability of the Lessee hereunder.

            In the event this lease beterminated by summary proceedings or as herein before provided, or if thePremises have been abandoned and whether or not the Premises be relet, theLessor shall be entitled to recover from the Lessee, and the Lessee shall pay tothe Lessor in addition to any other damages becoming due hereunder, thefollowing: An amount equal to the amount of all rents under this lease, lees thenet rent, if any, collected by the Lessor on reletting the Premises, which shallbe due and payable by the Lessee to the Lessor on the several days the Lesseewill pay to the Lessor the amount of deficiency then existing. Such net rentcollected on re-letting by the Lessor shall be computed by deducting from thegross rents collected all expenses incurred by the Lessor in connection with there-letting of the Premises or any part thereof, exclusive of real estate andbrokerage commissions, cost of renovations or remodeling said Premises.

**ARTICLE XVII.**

**EMINENT DOMAIN**

            Should any part of the leasedbuilding be taken by any public authority under the power of eminent domain,then the terms of this lease shall cease on that part from the date ofexpropriation and the rent shall be paid up to that day, and from that day theminimum rental shall be reduced in the proportion to the amount of the buildingapace taken; provided however that should twenty-five (25) percent or more ofthe Premises be taken by the power of eminent domain by any public or quasipublic authority, the Lessee shall have the right to cancel and terminate thislease as of the date of such taking upon giving to the Lessor notice in writingof such election within thirty (30) days after the receipt by the Lessee fromthe Lessor of written notice that said Premises have been so appropriated ortaken.

            If Lessee should not elect tocancel this lease, Lessor shall, if economically feasible, proceed with duediligence to restore the building on the demised Premises remaining to acomplete unit of like quality and character as existed prior to suchappropriation or taking and all rent shall be abated pro-rata in proportion tothe decrease of the usefulness of the demised Premises to the Lessee so long asthe Premises are suitable, in whole or in part, for use and occupancy by reasonof such restoration, and thereafter the rent shall be reduced in the ratio thatthe ground floor area of the Part of the building taken which is included withthe demised Premises bears to the ground floor area of the building which wasincluded with the demised Premises before such taking.

**ARTICLE XVIII.**

**DAMAGE TO PREMISES**

            In the event the leasedPremises are, partially damaged or destroyed or rendered partially unfit foroccupancy by fire, tornado or like casualty, Lessee shall give immediate noticeto Lessor who shall thereupon at Lessor's expense repair the damage and restorethe Premises to substantially the same condition in which they were immediatelyprior to the happening of the casualty. Lessor shall allow Lessee a fairdiminution of rent during the time the Premises are partially unfit foroccupancy.

            In the event of reconstructionfollowing total destruction, Lessee shall pay no rent during the period of timeLessee is unable to occupy the leased Premises

            In the event the leasedPremises are destroyed more than twenty-five (25%) percent or rendered whollyunfit for occupancy by fire, tornado or other casualty, at Lessor's option, thislease shall terminate and the rent shall be paid to the time of such destructionor casualty.

**ARTICLE XIX.**

**LESSOR'S RIGHT OF INSPECTION**

            The Lessor may, during theterm of this lease at reasonable times, enter to inspect the Premises, or tomake any alterations or repairs to the demised Premises that may be necessaryfor its safety or preservation, and may show the Premises and building toothers, and at any time within six months immediately preceding the expirationof said term may affix to any suitable part of said Premises a notice to remainaffixed without hindrance or molestation. Such notice shall not be placed on theshow windows or entrance of the demised Premises.

**ARTICLE XX.**

**BROKER FEE**

            Lessor and Lessee acknowledgethat the Lessor engaged Noles-Frye Realty, Inc. to assist it in connection withthis transaction. The obligation to pay Noles-Frye Realty shall be borne solelyby the Lessor and shall not be treated as an additional cost to be borne by theLessee.

**ARTICLE XXI.**

**NOTICES**

            All notices required to begiven Lessor by Lessee shall be addressed to Lessor at address shown above, andall notices required to be given Lessee by Lessor shall be addressed to Lesseeat the mailing address of Lessee as set forth in the first page of this lease.

**ARTICLE XXII.**

**WAIVER**

            Failure on, the part of Lessorto, exercise any right, privilege or option herein granted upon the happening ofany one or more defaults by Lessee shall not constitute nor be construe as awaiver of the right, privilege or option upon the happening of any subsequent oradditional default.

**ARTICLE XXIII**

**SPECIAL PROVISIONS**

            Prior to move-in andoccupancy, the Lessee, shall execute this Lease, pay the first month's rent offive thousand and two hundred and fifty ($5,250) dollars and a security depositof five thousand ($5.000) dollars. The security deposit shall be held by theLessor, and returned to the Lessee by the Lessor at the end of the lease(together with any accrued simple interest), provided that the Premises are leftundamaged and broom clean and no material defaults occurred during the Term ofthe Lease The total amount to be paid to Noles-Frye Realty, Inc., at time ofoccupancy shall be ten thousand two hundred and fifty ($10,250) dollars

**ARTICLE XXIV**

**SUCCESSION**

            The rights and obligationshereunder shall be binding upon and shall be binding upon and shall inure to thebenefit of the parties thereto, their heirs and successor representatives and tothe assigns and grantees of Lessor.

            IN WITNESS WHEREOF, thisagreement has been signed in the presence of the witnesses, whose names arehereunto subscribed, on this 6th day of February, 2007.

2/8/07                                                             **LESSOR**

 

______________________                       **PARKS WOOD PRODUCTS**

**Witness**

                                                                        **By**:/s/ Harry F. Parks

                                                                        **Name**: Harry F. Parks

                                                                        **Title**: President

 

                                                                        **LESSEE**

 

______________________                       **ISA REAL ESTATE, LLC**

**Witness**

                                                                        **By**:/s/ Harry Kletter

                                                                        **Name**: Harry Kletter

                                                                        **Title**: President

 

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