Exhibit  10.12

INDUSTRIAL  LEASE
     THIS  INDUSTRIAL  LEASE  ("Lease")  is  entered  into  as of the 2nd day of
September,  2003,  by  and  between  AEROSPACE/DEFENSE,  INC.,  a South Carolina
corporation  ("Landlord"),  and  TECHNICAL  SOLUTIONS  GROUP,  INC.,  a  Nevada
corporation  and  FORCE  PROTECTION, INC. (f/k/a SONIC JET PERFORMANCE, INC.), a
Colorado  corporation  (collectively,  the  "Tenant").
     Upon  the  terms  and  subject to the conditions hereinafter set forth, the
Landlord  leases to the Tenant and the Tenant leases from Landlord, the property
hereinafter  described:
1.         THE  PREMISES.
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     (a)  The  property  hereby  leased to the Tenant is a portion of industrial
development  located  in  Ladson, Charleston County, South Carolina ("Project").
The  term  "Premises"  means  the land outlined on Exhibit A attached hereto and
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made  a  part  hereof  ("Land")  together  with  (i)  the building designated as
"Building  No.  3",  consisting of approximately 80,096 square feet, and a paint
and  blast building consisting of approximately 6,300 square feet located on the
Land,  (ii)  all  fixtures  located  therein, including, without limitation, the
cranes  located  in Building No. 3, which cranes are listed on Exhibit B. and 48
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fire  extinguishers,  and  (iii) subject to Paragraph 5(b)(xi) hereof, the right
tjj  use  in  common  with  the  Landlord and other lessees and occupants of the
Project,  the  "Common  Areas"  (hereinafter  defined)  shown  on  Exhibit  A
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(collectively,  "Premises").
     (b)  Subject  to  Section  9(c), Tenant accepts the Premises in its present
condition,  AS  IS,  WHERE  IS.
2.         TERM.
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     (a) The term of this Lease shall commence on October 15, 2003 and expire on
October  14,  2008  ("Initial Term"). The Initial Term and any extension thereof
are  hereinafter  referred  to  collectively  as  the  "Term",
     (b)  For  purposes  of  this  Lease  the term "Lease Year" shall refer to a
period of twelve (12) consecutive months. The first Lease Year shall commence on
October 15, 2003 ("Commencement Date") and end October 14, 2004. Each subsequent
Lease  Year  shall  commence  on  the  anniversary  of  the  Commencement  Date.
     (c)       Tenant shall have one (1) option to renew and extend the Term for
a  five^  (5) year period ("Option Period").   Tenant may exercise the option by
notice  in  writing to Landlord served at least six (6) months and not more than
twelve  (12)  months  prior  to  the  end  of  the last year of the Initial Term
hereunder.  It  shall be a condition of the exercise of the option to renew that
Tenant  shall  not  be in default in the performance of any terms, covenants, or
conditions  of  this  Lease.  All  terms  and  conditions of this Lease shall be
applicable  to  the  Option  Period  referred  to  in  this  Section  2fc).
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3.         BASE  RENT.
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     (a)  Commencing  on  the  date  this  Lease is executed by both parties and
Tenant  is  given  access  to  the Premises, Tenant shall be responsible for all
reimbursements, costs and charges required to be paid by Tenant under this Lease
except  "Base  Rent"  (hereinafter defined). Beginning on the sixty-first (61st)
day  after the Commencement Date, and for the remainder of the first Lease Year,
Tenant  agrees  to  pay  to the Landlord, without previous demand therefore and,
without  any  set-off  or  deduction  whatsoever,  the following net rent ("Base
Rent"): the sum of Two Hundred Fifteen Thousand and No/100 Dollars ($215,000.00)
(computed  on  the  basis  of  ten (10) months of the remaining first Lease Year
times  $21,500.00  per  month),  payable  in  ten  (10)  consecutive  monthly
installments of Twenty-One Thousand Five Hundred and No/100 Dollars ($21,500.00)
each.  All  monthly  Base Rent shall be due and payable on the first day of each
calendar  month  during the Term. Since the rent for the third calendar month of
the first Lease Year begins on the 15th day of December, 2003, the December 2003
rent shall be pro-rated to cover the period between December 15 and December 30,
2003.
     (b) Commencing with the first day of the second Lease Year, to-wit: October
15,  2004  ("First  Adjustment  Date")  and  on the first day of each Lease Year
thereafter  ("Subsequent  Adjustment  Date")  during the Initial Term and Option
Period,  the  amount  of  the  monthly  Base  Rent due under this Lease shall be
adjusted to an amount equal to the product of the then current monthly Base Rent
multiplied  by  a  fraction  having  as  its  numerator the Consumer Price Index
(hereinafter  defined)  published  most  recently prior to applicable Adjustment
Date  and  as  its  denominator the Consumer Price Index published most recently
prior  to Commencement Date. In the event the new Base Rent cannot be determined
as of the Adjustment Date, Tenant shall continue to pay the Base Rent due during
the  prior  Lease  Year  until  Landlord  notifies Tenant of the Base Rent, and,
within  ten  (10)  days  after  delivery  of such notice, Tenant shall reimburse
Landlord for any accrued but unpaid increase. In no event shall the monthly Base
Rent,  as  adjusted on any Adjustment Date, be less than three percent (3%) over
the  Base  Rent  payable  during the prior Lease Year, nor increase by more than
seven  percent  (7%)  over  the monthly Base Rent payable during the prior Lease
Year.
     (c)  As  used  herein,  the  term  "Consumer  Price  Index"  shall mean the
bi-monthly  Consumer  Price Index published by the Bureau of Labor Statistics of
the  U.S.  Department of Labor, using the index titled "Consumer Price Index-All
Items-All  Urban  Consumers  (CPI-U)  (1982-84  = 100)" for the Atlanta, Georgia
Standard  Metropolitan  Statistical  Area.  If the Consumer Price Index shall no
longer  be  published  or  cannot  be  adjusted,  then  another  index generally
recognized  as authoritative shall be substituted therefore by Landlord, and the
term  "Consumer  Price  Index"  shall  refer  to  such  substituted  index.
(d)  All  monthly  Base  Rent payments and any other payments due Landlord under
this  Lease  shall  be  without  any setoff or deduction whatsoever and shall be
payable  and  delivered  to:
Aerospace/Defense,  Inc.  4383  Jenkins  Avenue  North  Charleston,  SC  29405
or  to  such other place as may be designated by notice in writing from Landlord
to  Tenant.  Base  Rent  payments received more than ten (10) days after the due
date  of  such payment shall be subjected to a late penalty of five percent (5%)
of the amount of such payment No payment by Tenant or receipt by Landlord of any
lesser  sum than the monthly Base Rent or the amount invoiced by Landlord to the
Tenant for utilities or Additional Rent stipulated in this Lease shall be deemed
to waive the right of Landlord to receive in a timely manner the full amount due
and  payable  to  the  Landlord.
4.     UTII.TTIKS.
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     (a)  Commencing  on  the date this Lease is fully executed by both parties,
Landlord  shall  supply  gas,  water, electricity, and sewer to the Premises for
Tenant's  operation  at  the Premises. It is understood that utility services at
the  Project  of  which  the  Premises  is  a  part arc supplied at one point of
delivery  through  one  meter.  Subject to Subsections 4faXiXfiOand(iii) hereof,
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Tenant  shall  reimburse  Landlord  for  Landlord's  cost  of  providing utility
services to the Premises on the basis of Tenant's usage of same. With respect to
electricity,  the amount for which Landlord will be reimbursed includes both the
consumption  factor  and  so-called  "demand" or "standby" factor, if the latter
factor  is  employed  for billing purposes by the company providing electricity.
(i)        Provided  Tenant  only  consumes  water  for  personal use and normal
maintenance  and not for any manufacturing process, Tenant's pro rata portion of
the  Project's  water  and  sanitary  sewer  bill will be an amount equal to the
product of (1) the total water or sewer bill, as the case may be, for the entire
Project,  multiplied  by (2) a fraction having as its numerator the total number
of employees who work at the Premises and as its denominator the total number of
employees  who  work  in  all  buildings  in  the  Project.
     (ii)       Tenant's  pro rata share of the county solid waste recycling fee
paid  by  the Project for solid waste hauled from the Project shall be an amount
equal  to  the  product  of  (1) the total solid waste recycling fee paid by the
Project  for  the period in question, multiplied by (2) a fraction having as its
numerator the volume of all trash dumpsters at the Premises picked up during the
period  in  question and as its denominator the volume of all trash dumpsters at
all buildings in the Project picked up during the same time period. For purposes
of this paragraph, the volume of a trash dumpster picked during a billing period
will  be  determined  by multiplying the capacity of the trash dumpster in cubic
yards by the number of times such trash dumpster is picked up during the billing
period, whether or not such trash dumpster was filled to capacity at the time it
was  picked  up. It is acknowledged by the parties that the Tenant shall provide
the  Tenant's  own  trash  dumpsters  and  shall  pay  for  the hauling of trash
therefrom.

(iii)     It  is  acknowledged  by  the  parties  that  Tenant shall provide for
Tenant's  own  compressed  air  needs  in  the  Premises.
     (b)  Except  to  the  extent  such  utilities  are in the future separately
metered and billed to the Tenant directly, Landlord shall bill Tenant as soon as
practicable  the  monthly charges for the utilities. All monthly utility charges
paid  more  than  thirty (30) days after receipt of an invoice from the Landlord
shall  be  subject  to a late penalty of five percent (5%) of the amount of such
payment.
     (c)  If  the  parties are unable to agree upon Tenant's usage of utilities,
Tenant  shall  have  the  option  either  (i)  to  install, at Tenant's expense,
separate meters or submeters, or (ii) to cause Landlord to employ (not more than
once each Lease Year) a mutually acceptable engineering firm, whose fees will be
equally  shared by Landlord and Tenant, to determine Tenant's share of utilities
consumed  in  the  Project  by  usage survey. Tenant will be responsible for the
maintenance  of  separate  meters or sub-meters. Until any such engineering firm
determines  Tenant's share of any disputed utility charges, the Tenant agrees to
reimburse  all amounts invoiced by the Landlord based on the Landlord's estimate
of  Tenant's  share  of  utility  charges.
     (d)  Landlord  will cause the lawns in the Project to be exit periodically.
Tenant  will  reimburse  Landlord  for  the  portion  of the cost of cutting and
trimming  all  lawns  in  the Project attributable to the Premises. Tenant's pro
rata  portion of the cost of cutting and trimming all lawns in the Project shall
be  an amount equal to the product of the total cost of cutting and trimming all
lawns in the Project multiplied by a fraction having as its numerator the square
footage of Building 3 and as its denominator the square footage of all buildings
in  the  Project  (to-wit: 480,000 square feet); provided, however, the Tenant's
proportionate  share  of such cost of cutting and trimming during any Lease Year
will  not  increase by more than twenty (20%) percent over the prior Lease Year.
5.         ADDITIONALRENT/TAXESANPTEES.
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     (a)  If  the  Premises  are  not a separate tax parcel, Landlord shall pay,
prior  to delinquency, all "Impositions" (hereinafter defined) which are levied,
imposed,  or assessed upon or against the Premises and Project. Tenant covenants
to  pay  to Landlord, as additional rent, on or before the later to occur of (a)
thirty  (30)  days after receipt of an invoice therefore or (b) thirty (30) days
before  the  day  a fine, penalty, interest or cost may be added thereto for the
non-payment  thereof,  Tenant's pro rata share determined by multiplying all the
Impositions  for  the  project  by a fraction having as its numerator the square
footage  of  the Premises and as its denominator the total square footage of all
buildings in the Project (such pro rata share being 17.9% as of the date of this
Lease).

     (i)  If  the  Premises  is separately assessed and billed, such Impositions
shall  be  paid  prior  to  delinquency  by  the  Tenant  directly to the taxing
authorities.  Tenant  shall  furnish  to Landlord, promptly after payment of any
Impositions  paid  directly  to  taxing  authorities, official receipts or other
satisfactory  proof  evidencing  payment  of  such  Imposition.

     (ii)  As used herein, the term "Impositions" shall include any form of real
estate  tax  or assessment, general, special, ordinary or extraordinary, and any
license  fee,  or commercial rental tax based on the gross rents paid hereunder,
improvement  bond  or bonds issued after Commencement Date of this Lease and not
associated  with  improvements  necessary  for  the  initial construction of the
Premises, levy or tax imposed on the Premises by any authority having the direct
or  indirect  power  to tax, including any city, state or federal government, or
any school, agricultural, sanitary, fire, street, drainage or to the improvement
district  thereof, as against any legal or equitable interest of Landlord in the
Premises  or  in  the  real property of which the Premises is a part, as against
Landlord's right to rent therefrom (provided such tax is assessed on gross rents
payable  hereunder),  and as against Landlord's business of leasing the Premises
(provided  such  tax is assessed on gross rents payable hereunder). With respect
to any assessment which under the laws men in force may be paid in installments,
there  will be included within the meaning of the term "Impositions" for any tax
fiscal  year  only  the current annual payment. Impositions will not include (i)
any  franchise,  gift,  estate,  inheritance, conveyance, transfer, or other tax
assessed  against  Landlord  or Landlord's heirs, successors or assigns, or (ii)
any  income,  excess profit or other tax, assessment, charge, or levy on the net
rent  payable  by  Tenant  under  this  Lease.
(iii)      Tenant  shall pay prior to delinquency all taxes assessed against and
levied  upon  trade  fixtures,  furnishings,  equipment, inventory and all other
personal  property  of  Tenant  contained  in  the  Premises  or elsewhere. When
possible,  Tenant  shall  cause  such trade fixtures, furnishings, equipment and
other  personal  property  to  be  assessed  and billed separately from the real
property  of  Landlord.  If  any of Tenant's personal property shall be assessed
with  Landlord's real property, Tenant shall pay Landlord the taxes attributable
to  Tenant  within thirty (30) days after receipt of a written statement setting
forth  the  taxes  applicable  to Tenant's property, together with a copy of the
taxing  authority's  billing  to  Landlord.
(iv)      All  Impositions  for  the partial tax fiscal years falling within the
Term  will  be prorated by multiplying the amount of Impositions for the partial
tax  fiscal  year  falling within the Term by a fraction having as its numerator
the number of days in such tax fiscal year falling within the Term and having as
its  denominator  the  number  "365"
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     (v)  Tenant  will  have  the  right  to  contest  the amount or validity of
Impositions  by  appropriate administrative and legal proceedings brought either
in  Tenant's  name, Landlord's name or jointly with Landlord, as Tenant may deem
appropriate,  by  counsel  selected and engaged by Tenant. Landlord will execute
and deliver to Tenant whatever documents may be reasonable, necessary and proper
to  permit Tenant to contest Impositions or which may be reasonably necessary to
secure  payment of any refund which may result from any such proceedings. Tenant
agrees  to  reimburse Landlord for any expenses or additional costs assessed to,
or  incurred by, Landlord in the event Tenant contests the amount or validity of
Impositions.  Any refund resulting from a proceeding brought either by Tenant or
Landlord  or  by  them  jointly  will be applied first to reimburse the party or
parties  who  brought  the proceeding for the costs incurred with the proceeding
(including  any  reimbursement  by Tenant to Landlord described above), with the
remainder  being distributed, to Tenant if the Premises is a separate tax parcel
oron  a  pro-rata  basis  (determined in the manner described in Subsection 5(a)
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above), to each of tenants in the Project, if the Premises is not a separate tax
parcel.
     (b) Tenant shall, in addition to the monthly Base Rent and pro rata portion
of  Impositions  referred  to  above,  also be responsible for Tenant's pro rata
portion  of  all  expenses  incurred  by  Landlord  for  (i) grounds maintenance
(landscaping) and (ii) other Common Area maintenance and utility charges such as
lighting  and  maintenance  for  internal  streets  and  parking  facilities
(collectively,  "Common Area Charges"). Tenant's pro rata portion of Common Area
Charges shall be an amount equal to the product of the total Common Area Charges
for  the  Project  multiplied  by  a fraction having as its numerator the square
footage  of  the  Premises  and  as  its  denominator  the square footage of all
buildings  in  the  Project.
     (i)  Common  Area Charges will not include Impositions (unless the Premises
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is  a  separate  tax  parcel), cost of capital improvements or repairs (provided
such  repairs  cannot  be  attributed to Tenant), including, without limitation,
repainting  of  buildings  and total repaying of the parking areas, cost of roof
repairs,  cost  of  repairs covered by insurance, cost of constructing leasehold
improvements for any other lessee of Project, legal or brokerage fees associated
with any lease for space in Project, cost of advertising by Landlord, management
fees,  whether  payable  to Landlord or third parties, so-called "administrative
charges"  or  other  add-ons  to  the total of Common Area Charges, principal or
interest  on debt or amortization payments on any mortgages or deeds of trust or
any other debt for borrowed money and amortization of improvements, depreciation
of  Landlord's  original  investment  in  Project,  amounts  paid by Landlord to
affiliates  of  Landlord  for  services in connection with the Common Areas, but
only  to  the  extent  that  any  such  fees  are  in excess of the ordinary and
reasonable  fees  paid  in  arms'  length  transactions,  amounts  expended  in
remediation  of  Hazardous Substance contamination in the Common Areas, provided
the  contamination  cannot  be  attributed  to Tenant or another occupant of the
Project,  or  the cost of compliance in the Common Areas with the Americans with
Disabilities Act, provided compliance is not related to the use and occupancy of
Tenant  or  another  occupant  of  the  Project.
     (ii)  Tenant's  pro  rata  share  of  Common Area Charges (on an annualized
basis)  will not increase in any one calendar year after the first full calendar
year  of  the  Term  by more than six percent (6%) of Tenant's pro rata share of
Common  Area  Charges  for  the  previous  full  calendar  year.
     (iii)  Tenant's  accountants  will have the right to inspect, at reasonable
times  and  in  a  reasonable  manner,  such  of Landlord's books of account and
records  as  pertain  to  Common  Area  Charges.
(iv)  Once  each  calendar  year,  Landlord  will  deliver  a  statement  ("CAM
Statement")  to Tenant showing: the amount of actual Common Area Charges for the
preceding  calendar  year,  with  a  breakdown of amounts by major categories of
Common  Area  Charges and Tenant's pro rata share and the detail for determining
same.  Tenant  agrees  to  pay Tenant's pro rata share of Common Area Charges to
Landlord  within  thirty  (30)  days  after  Tenant  receives the CAM Statement.

     (v)  If  the  Term commences other than on January 1, or ends other than on
December  31, Tenant's obligations to pay amounts toward Common Area Charges for
such partial calendar years will be prorated on the basis of the portion of such
calendar years included in the Term. Such proration shall be made by multiplying
the  total  Common  Area  Charges for the partial calendar year in question by a
fraction  having  as  its  numerator  the  number of days of the Term within the
partial  calendar  year,  and  as  its  denominator  "365".
     (vi) The term "Common Areas" as used in this Lease means those parts of the
Project  marked  "Common  Areas"  on  Exhibit  A  or any portions of the Project
substituted  therefore.
     (vii) Landlord hereby grants to Tenant and Tenant's customers, invitees and
employees  for the entire Term, an irrevocable and unrestricted easement to use,
in  common  with  Landlord, Landlord's invitees and employees and with the other
lessees  and  occupants  of Project and their respective customers, invitees and
employees,  the Common Areas for their intended purposes, subject to reasonable,
uniformly  enforced  rules  and  regulations  ("Rules  and  Regulations")  to be
promulgated by Landlord for the well-being of all of the lessees of the Project.
Landlord  will  have the right to make reasonable modifications and additions to
the  Rules  and  Regulations  from time to time, provided written notice of such
modifications  and  additions  is  delivered  to  all  lessees  of  the Project.
     (viii)  At  all  times  during  the Term, Landlord will maintain the Common
Areas  in good order, condition and repair, will keep the Common Areas clean and
free  from  rubbish.
     (ix)  Landlord  shall  provide  twenty-four  (24) hour controlled vehicular
access to the Project with on-site personnel. Each automobile and truck entering
the  Project  (except  those  cars  with special permits described below) may be
required  to  sign in with Landlord's security guard. Landlord may issue parking
stickers  to  those persons who are permitted to park inside the Project so that
their  vehicles  may be readily identified. Tenant shall pay to Landlord monthly
Tenant's  share  of  the cost of such controlled access. Tenant's share shall be
determined  by  multiplying  the monthly cost of the security guard service by a
fraction  having  as  its  numerator  the square footage of buildings within the
Premises  and  as  its  denominator  the  square footage of all buildings in the
Project.
     (x)  Landlord  acknowledges  that  Tenant will require that all of Tenant's
employees  (with  the  possible  exception  of  administrators,  visitors,  and
handicapped  employees)  park in the parking areas shown on Exhibit A, that such
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employees  will  have  access  to  the  Premises  only  by  passage  through the
northernmost gate ("Employee Gate"). Landlord and Tenant will develop a mutually
acceptable  method  for  controlling  access  through  the  Employee  Gate.

     (xi) Landlord shall have the right, at Landlord's sole cost and expense, to
relocate,  change,  or alter the Common Areas, so long as 24-hour pedestrian and
vehicular(including  railroad)  ingress  to  and egress from the Premises is not
disturbed,  and  provided:  (1)  any  replacement  parking lot is the comparable
distance  to the Premises, and (2) any replacement or relocation of roads to the
Premises  shall  provide vehicular access (to accommodate trailer trucks) to the
Premises.
6.         SIGNAGE.
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     Tenant  shall receive space of equal size with other lessees of the Project
on  the  existing  sign  (but not the top space on such sign) for the Project on
State  Highway  78  which  is designated on Exhibit A. Landlord shall remove all
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trees, bushes, and other plants which interfere with the visibility of such sign
from  State  Highway  78.  Tenant will have the option to construct, at Tenant's
cost,  a  sign at a location near the entrance drive at U.S. Highway 78, subject
to  the  prior  written  consent  of  Landlord,  which  consent  shall  not  be
unreasonably  withheld  or  delayed. Any sign constructed by Tenant must be of a
size  and  at  a location which will not detract from the image and unity of the
Project.
7.        USE.
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     (a)  Tenant  shall  use  the  Premises  for  the  purpose of manufacturing,
storage,  distribution,  sales, delivery, warehouse and related office uses. The
Premises  shall  not  be used for any other purposes without the expressed prior
written  approval  of  the  Landlord,  which  approval shall not be unreasonably
withheld.
     (b)  Tenant  shall  not  commit or suffer to be committed any waste upon or
about  the  Premises.
8.         COMPLIANCE  WITH  LAWS  AND  GOVERNMENTAL  REGULATIONS.
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     (a)  Tenant  shall  at all times during the Term be in full compliance with
any  and  all  federal,  state  and  local  governmental  rules and regulations,
ordinances  and  similar  provisions  having  the  force  and  effect  of  law
(collectively,  "Laws")  which  are or would be applicable to the business being
conducted  in  the  Premises,  as  distinguished from the physical facilities in
which  such  business  is  being  conducted.

     (b)  Landlord  shall  be  responsible for any alteration or improvements or
repairs  to  the  Common  Areas ordered by any governmental authority, provided,
however,  Tenant  shall  be  obligated  to  make  any  alterations,  repairs  or
improvements  to  the  Common  Areas  that  are  necessary  because  they relate
primarily  to  the  occupancy  or  use  of  Tenant  or  Tenant's business in the
Premises.

9-        MAINTENANCE  ANDREPAIR.
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     (a)  Landlord  shall  repair  and  maintain in good order and condition the
exterior and structure of Building No. 3, including the roof, exterior walls and
supporting  members  of  the Building No. 3. Tenant shall promptly report to the
Landlord  any  damages  to  the  Premises.
     (b)  Except as provided in Section 9(a). Section 13. and Section 14 hereof,
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Tenant  shall  promptly  throughout  the Term at Tenant's cost and expense, take
good  care  of  and  maintain  the  Premises  (including, in particular, without
limitation,  Building  No. 3, the paint and blast building and me cranes located
in  Building  No.  3)  in  good  order  and  repair1 and in neat, clean and safe
condition.  In meeting its obligations pursuant to this Section 9(b), Tenant may
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repair  (rather  than  replace)  any  component  of the Premises which Tenant is
required  to  maintain  unless such component cannot be repaired, in which event
replacement  shall  be  required.  Tenant  shall  promptly, at Tenant's cost and
expense,  make all necessary replacements, restorations, renewals and repairs to
portions  of the Premises Tenant is required to maintain. Repairs, restorations,
renewals  and replacements shall, to the extent possible, be at least equivalent
in  quality  of  the original work or the property replaced, as the case may be.
     (c) Within thirty (30) days of the execution of this Lease by both parties,
the  Landlord  will,  at  Landlord's  expense,  cause  the  following work to be
performed:
     (i)        install  six (6) new HVAC units (the "Units") serving the office
areas  within  Building  No.  3  as  follows:
1.         Main  offices  (2n   floor  mezzanine) - four 3.0 ton 3 phase 208-230
volt  Units.  ;
2.         Upper  level over Lobby - one 3.0 ton 3 phase 208-240 volt Units; and
3.         Lobby  area  (ground  floor)  -  one  2.0  ton  single  phase  Unit
     The Units will become the property of the Landlord and shall not be removed
by  the  Tenant  from  Building  No.  3. Once the Units have been installed, the
Tenant  shall  be responsible for keeping the Units in good condition and repair
throughout  the  term  of  this  Lease pursuant to Section 9(b) above, including
without  limitation,  replacing  HVAC filters on a monthly basis -up door at the
east  end  of  Building  No.  3  (facing  north);

(iii)      repair  the  small  leak  in the roof of the pain/blast building; and
     (iv)      remove  the  eight  (8) truck bodies currently stored in Building
No.  3.
     (d) There are four (4) air make-up units (heaters) located on the mezzanine
level  of  Building  No.  3  (the  "Make-Up Units"). At the commencement of this
Lease,  these  Make-Up Units are not operational. Within thirty (30) days of the
execution  of  this Lease, Tenant will, at Tenant's expense, repair and place in
good  functioning  condition  no  less  than  two  (2)  of  the  Make-Up  Unite
(hereinafter  "Tenant's  Repair Work") which are required to heat Building No. 3
during  the winter months. Landlord will contribute up to a maximum of $1.500.00
toward the out-of-pocket cost of completing Tenant's Repair Work for each of the
Make-Up  Units  (the "Landlord's Contribution"). [For clarification purposes, it
is understood that if Tenant's Repair Work is completed on two (2) Make-Up Units
and its out-of-pocket costs for repairing each such unit exceeds $1,500.00 each,
subject  to  the  remaining  provisions of this subparagraph (d), the Landlord's
Contribution would total $3,000.00.] Upon completion of the Tenant's Repair Work
on  at  least  two  (2) of the Make-up Units, the Tenant will request in writing
that  the  Landlord  conduct  a  joint  inspection of the repaired Make-Up Units
within  five  (5)  days after Landlord's receipt of Tenant's request. Landlord's
Contribution  will  be  payable  to  Tenant  within  twenty  (20) days after (i)
Landlord's  inspection  of  Tenant's Repair Work verifying that at least two (2)
Make-up Units have been repaired and arc in good functioning condition, and (ii)
Tenant  delivering  to Landlord invoices evidencing that the Tenant has spent at
least  the  amount of Landlord's Contribution in connection with the performance
of  Tenant's  Repair  Work on each Make-Up Unit. Should Tenant repair one (1) or
both  of  the remaining Make-Up Units (following the repair of the first two (2)
Make-Up  Units),  the  same  procedure referenced in the preceding sentence will
apply  with regard to inspection of the remaining Make-Up Unit(s) and payment of
the Landlord's Contribution. Once a Make-up Unit has been repaired and placed in
good  functioning  condition,  the  Tenant shall be responsible for keeping such
Make-Up  Unit  in  repair  and good functioning condition throughout the term of
this  Lease  pursuant  to  Section  9(b).
10.        CHANGES,   ALTERATIONS   AND   NEW   CONSTRUCTION   BY   THE
           ------------------------------------------------------------
TENANT.
-------
     (a)  Tenant  shall  make  no  structural alterations, changes, additions or
improvements  (collectively  "Alterations")  in  or  to  the  Premises  without
Landlord's  prior  written  consent,  which  consent  shall  not be unreasonably
withheld,  In  the  event of Landlord's consent, any such Alteration(s) shall be
subject  to  the  following:

     (i)  Any Alteration shall be at the cost and expense of Tenant and shall be
made  promptly,  in  a  good workmanlike manner, and in full compliance with all
applicable  permits,  authorizations,  building  and  zoning laws, and any other
applicable  statute,  rule or regulation of any governmental agency or authority
having  jurisdiction  there  over.

     (ii)       Any  such Alteration shall at the expiration of Terra become the
property  of  the  Landlord,
     (b) It is understood that Tenant intends to install equipment and machinery
within the Premises, which Tenant shall remove at the termination of this Lease.
Tenant shall repair any damage to the Premises caused by the installation and/or
removal  of  Tenant's  machinery,  fixtures  and  movables.
     (c)  At all times during the Term, Tenant will not, directly or indirectly,
create,  incur,  assume  or  suffer  to exist any lien on or with respect to the
Premises  or  any  portion  of  Project.  Tenant  will promptly, at Tenant's own
expense,  take  such  action  as  may  be  necessary  to duly discharge, bond or
eliminate  any  such  lien  in  a  manner  satisfactory  to  Landlord.
11.       INDEMNIFICATION.
          ----------------
     Tenant  agrees,  to the extent not expressly prohibited by law, to pay, and
to  protect,  defend,  indemnify and save harmless Landlord from and against all
liabilities,  damages, costs, expenses (including reasonable attorneys' fees and
expenses),  causes of action, suits, claims, demands or judgments (collectively,
"Liabilities") of any nature whatsoever which may be imposed upon or incurred by
or asserted against Landlord by reason of (i) any accident, injury to or illness
or  death  of  any  person,  or any damage to property occurring on the Premises
during  the  Term  or  while  Tenant,  Tenant's  agents,  employees, invitees or
contractors  or  parties  claiming  through  Tenant  are  in  possession  of  or
conducting  any  activities  on the Premises (except to the extent caused by the
negligence  or  willful  misconduct  of Landlord), (ii) any accident, injury to,
illness  or  death  of any person, or any damage to property (excluding property
covered by Landlord's property insurance policies) arising out of the negligence
or  willful  misconduct  of  Tenant  or  Tenant's agents, employees, invitees or
contractors  in any portion of the Project outside the Premises during the Term,
and  (iii)  any  failure by Tenant to perform or comply with any of the terms of
this  Lease  or of any contracts, agreements, restriction, or laws affecting the
Premises  or  any  part  thereof.
12.       INSURANCE.
          ----------
     (a)  Throughout  the  Term Landlord will keep Building No. 3, the buildings
and  other  structures  which  are  located  within the Premises insured under a
property  (all  risks)  insurance  policy  in  the amount of one hundred percent
(100%)  of  the  replacement  cost.

     (b)  Tenant  will  also  maintain from and after the date of this Lease and
throughout the Term, comprehensive general liability insurance against claims on
account of bodily injury, death or property damage incurred upon any part of the
Premises.  Such insurance policy will have limits of not less than Three Million
and  No/100  Dollars  ($3,000,000) per occurrence in respect to bodily injury or
death  and  not  less  than  One  Million  and  No/100  Dollars  SI,000,000) per
occurrence  in  respect  to  property damage and provide contractual coverage of
Landlord's  liability  to Tenant assumed under the indemnification provisions of
this  Lease.Landlord  shall  deliver  to  Tenant  a  certificate evidencing such
insurance  within  ten  (10)  days  of  the  execution  of  this  Lease.
     (c)  All  such insurance required hereunder shall be primary and not excess
with  any  insurance,  coinsurance  or  self  insurance  maintained by Landlord.
Certificates  of  insurance evidencing the insurance required hereunder shall be
delivered  to  Landlord  on  or before the Commencement Date and thereafter upon
reasonable  request.
     (d)  Each party hereto expressly waives any and every claim which arises or
may  arise  in  such  party's  favor  against  the  other party and such party's
shareholders,  partners, officers, and employees during the Term for any and all
loss  of  or  damage  to any of such party's property, located within or upon or
constituting  a part of, the Premises or Project, which loss or damage is caused
by  a  peril  required by this Lease to be covered by the insurance of the party
incurring the loss. Inasmuch as the mutual waivers in this Section will preclude
the assignment of any claim by way of subrogation (or otherwise) to an insurance
company  (or  any  other party), each party hereby agrees to give immediately to
each  insurance  company  which  has  issued  to such party policies of property
insurance,  written notice of the terms of the mutual waivers of subrogation and
to  have such insurance policies properly endorsed, if necessary, to prevent the
invalidation  of  the  insurance  coverages  by  reason  of  such  waivers.
     (e)  If,  by  reason  of  any  act  or  omission of Tenant, the rate of any
insurance  maintained  by  Landlord  with  respect  to  the  Common Areas or the
Premises shall be increased, Tenant shall reimburse Landlord for that portion of
the  premiums  to  be paid by Landlord due to such act or omission as additional
rent  due  hereunder.  If, due to the manner of Tenant's use or occupancy of the
Premises,  any such insurance shall be canceled or if cancellation thereof shall
be threatened, Landlord shall give prompt notice thereof to Tenant and, provided
such manner of use shall not have been made of the Premises by Landlord prior to
the date hereof, then Tenant shall indemnify Landlord against any liability that
would  have  been  covered  by  such  canceled  insurance.
     (f)  Tenant  will pay to Landlord, as additional rent, the premiums for the
property  insurance  maintained by Landlord pursuant to Section 12(a) hereof, on
the  same  time  schedule as such premiums are paid by Landlord to the insurance
company  (i.e.,  if  premiums  are paid annually, Tenant will be entitled to pay
annually  on  the later to occur of thirty (30) days after receipt of an invoice
therefore  or  thirty  (30)  days  before  such  premium  is  due).
13.       DAMAGE  AND  DESTRUCTION.
          -------------------------

(a)  In  case  of  any  material  damage to or destruction of any portion of the
Premises,  Tenant shall promptly give written notice thereof to Landlord. If any
portion  of  the  Premises shall be partially damaged by fire or other casualty,
then  Landlord,  except as otherwise provided herein, shall proceed promptly and
with  due  diligence  to repair and restore the damaged portion to substantially
the  same  condition  and  quality  as  prior to such damage. If any part of the
Premises  shall  be  damaged,  but  not such a substantial portion thereof as to
impair  Tenant's ability to conduct Tenant's business in Tenant's normal course,
then  such  portion  thereof as has been rendered untenantable by reason of such
damage  shall  be repaired by Landlord and until such repairs are completed, the
Base  Rent  payable  hereunder shall be abated to the extent that such Base Rent
for such portion relates to the total space for the period from the date of such
damage  to  the  date  when such portion shall have been made tenantable. Tenant
understands  that  Landlord  will  not  carry  insurance of any kind on Tenant's
                                   ---
property,  to  wit:  Tenant's  goods, inventory, furniture or furnishings or any
fixtures,  equipment,  or improvements, and that Landlord shall not be obligated
to  repair  any  damage  thereto  or  replace  the  same.
     (b)  Tn the event the Premises is totally destroyed or such portion thereof
is damaged as will prevent Tenant from conducting Tenant's business in Tenant1 s
normal course, Landlord, at Landlord's sole expense, shall promptly and with due
diligence  repair  and  restore  the  Premises or the damaged portion thereof to
substantially  the  same  condition  and  quality  as  prior  to  such  damage.
     (i)  If  in  the  reasonable  opinion  of  a licensed architect retained by
Landlord,  the  Premises cannot be substantially repaired or restored within one
hundred  (100)  days  from  the date of damage or destruction, the Lease and the
leasehold  interest  herein granted may be terminated by either party by written
notice  delivered  to  the other party within thirty (30) days after the date of
receipt  of  notice from Landlord's architect setting forth the projected repair
period.  Notice of termination by either party to the other party will specify a
date,  not  less  than  ten  (10)  days  after the date of such notice, for such
termination.  In  the  event of giving of such notice of termination, this Lease
shall  expire as of the date specified in such notice with the same effect as if
such  date where the date hereinbefore specified for the expiration of the Term,
and the Base Rent payable hereunder shall be apportioned as of such date of such
fire  or  other  casualty,  subject  to  abatement, if any, as and to the extent
provided  in  Section  13fa  hereof.
     (ii)  Notwithstanding the provisions of this Section 13(aX in the event the
                                                  -------------
Premises  is destroyed or damaged to the extent of thirty-three percent (33%) or
more  of the replacement value thereof during the last two (2) years of the Term
or  during the last two (2) years of any Option Period of the Lease, then either
Tenant  or  Landlord  may  elect  to terminate this Lease as of the date of such
damage  or  destruction  by giving written notice to the other within sixty (60)
days  of  such  damage  or  destruction  except  Tenant  can  negate  Landlord's
termination  if Tenant exercises the renewal option. If this Lease is terminated
as  herein  provided,  men all prepaid rent and other charges paid in advance by
Tenant  shall  be  refunded  by  Landlord  to  Tenant.
14.       CONDEMNATION.
          -------------

     (a)  In  the  event that at any time during the Term, title to the whole or
materially  all  of  the Premises shall be taken by the exercise of the right of
condemnation  or  eminent  domain or by agreement between the Landlord and those
authorized  to exercise such right, this Lease shall terminate and expire on the
date  of  such  taking  and  the rent provided to be paid by the Tenant shall be
apportioned  and  paid  to  the  date  of  such  taking.

(b) Tenant, at Tenant's cost and expense, shall be entitled to separately claim,
in  any  condemnation proceeding, any damages payable for movable trade fixtures
and  leasehold  improvements  paid  for  and  installed  by  Tenant  without any
contribution  or  reimbursement  therefore by Landlord, and for Tenant's loss of
business,  and  for  Tenant's relocation costs; provided Landlord's award is not
reduced  or  otherwise  adversely  affected  thereby,
15       SUBORDINATION;  NONDISTURBANCE.
         -------------------------------
     (a)  Upon  Landlord's  written  request, Tenant will execute and deliver to
Landlord  an  agreement  in recordable form subordinating Tenant's rights to the
lien  of  any mortgage hereafter encumbering the Premises. Tenant, however, will
not  be required to subordinate Tenant's rights hereunder to any mortgage unless
and  until the holder of such mortgage executes and delivers to Tenant a written
agreement  providing  in  substance  (i)  that  so  long  as  Tenant  faithfully
discharges  Tenant's  obligations under this Lease, Tenant's right of possession
to  the  Premises  and other rights under this Lease will not be affected by any
default  by  Landlord under any instrument creating or secured by such mortgage,
and  (ii)  that  in  the  event  of foreclosure or any other enforcement of such
mortgage,  the  rights of Tenant hereunder will expressly survive and this Lease
will  continue  in  full  force  and  effect. If any mortgage, trustee or ground
lessor shall elect to have this Lease prior to the lien of its mortgage, deed of
trust  or  ground  lease,  and shall give written notice thereof to Tenant, this
Lease  shall  be  deemed prior to such mortgage, deed of trust, or ground lease,
whether  this  Lease  is dated prior or subsequent to the date of said mortgage,
deed  of  trust  or  ground  lease  or  the  date  of  recording  thereof,
     (b) Landlord represents and warrants that no lien encumbers the Premises on
the  date  of  this  Lease.
16.       NONWAIVER.
          ----------
     Neither a failure by either party to exercise any of its options hereunder,
nor failure to enforce its rights or seek its remedies upon any default, nor the
acceptance  by  the  Landlord  of any rent accruing before or after any default,
shall  effect  or  constitute  a  waiver  of such party's right to exercise such
option,  to  enforce  such  right,  or  to seek such remedy with respect to that
default  or  to  any  prior  or  subsequent  default.
17.        QUIET  ENJOYMENT.
           -----------------
     If  Tenant pays the rent Tenant is obligated hereunder to pay, and observes
all  other  terms,  covenants  and  conditions  hereof, Tenant may peaceably and
quietly  have, hold and enjoy the Premises during the Term, subject, however, to
all  the  terms  of  this  Lease.
18.        ASSIGNMENT  AND  SUBLETTING.
           ----------------------------

     (a) Tenant shall not sublet the Premises, nor any part thereof, nor assign,
or otherwise dispose of this Lease or any interest therein, or any part thereof,
without  Landlord's  prior written consent in each of the foregoing cases, which
consent shall not be unreasonably withheld or delayed. Landlord's disapproval of
a  proposed  assignee or sublessee will be considered reasonable if the proposed
assignee or sublessee is not of a generally comparable quality with Tenant or if
the  proposed  use  of  the  Premises  is  not  compatible  with  the  Premises.
     (b)  Notwithstanding  the  provisions  of  Section 18(a) hereof, Tenant may
assign  or  sublet  the  Premises,  or  any  portion thereof, without Landlord's
consent,  to  any corporation that controls, is controlled by or is under common
control  with  Tenant,  or  to  any  corporation  resulting  from  the merger or
consolidation  with  Tenant,  or  to  any person or entity that acquires all the
assets  of  Tenant as a going concern of the business that is being conducted on
the  Premises.  Tenant and any guarantor of the obligations of Tenant under this
Lease  shall  remain  liable despite any assignment or sublease of this Lease by
Tenant  pursuant  to  this  Section  18.
                            ------------
19.       ENTRY.
          ------
     Landlord,  and  any  mortgagee,  and  their  respective  duly  authorized
representatives  Shall  have  the  right to enter the Premises at all reasonable
times  for  the  purposes  of inspecting the conditions of same, and making such
repairs,  alterations, additions, or improvements thereto as may be necessary or
desirable if Tenant fails to do so as required hereunder (but the Landlord shall
have  no  duty  whatsoever  to  make any such inspections, repairs, alterations,
additions,  or  improvements).
20.       DEFAULT.
          --------
     (a)  The  following shall be defined and deemed as an "Event of Default" by
Tenant:  (i)  if  Tenant  shall  default  in the payment of the Base Rent or any
additional  rent,  utility  charges  (referenced  in  Section  4),  and  charges
referenced  in  Section 5, and in any other section of this Lease, and if Tenant
shall fail to cure said default within fifteen (15) days after receipt of notice
of  such  default  from  Landlord;  or,  (ii)  if  Tenant  shall  default in the
performance  or  observance  of  any  other  term,  covenant  or condition to be
performed  or  observed  by  Tenant under this Lease and if Tenant shall fail to
cure  said  default  within  thirty  (30)  days  after receipt of notice of said
default  from  Landlord  or  if  such  default  is  of  a nature which cannot be
corrected  in  thirty  (30)  days, if Tenant shall fail to commence to cure same
within  thirty  (30)  days  and  thereafter  diligently  pursue  such  cure  to
completion.
     (i)  In  case  of  any  Event of Default hereinbefore provided the Landlord
shall  have  the  immediate  right  of  reentry  and  may remove all persons and
property  from  the Premises by summary proceedings, force or otherwise. No such
reentry  or  taking possession of the Premises by Landlord shall be construed as
an  election  on Landlord's part to terminate this Lease unless a written notice
of  such  intention  to  be given to Tenant or unless the termination thereof be
decreed  by  a  court  of  competent  jurisdiction.
(ii)  In addition, in the event of any Event of Default (whether or not Landlord
shall  elect  to re-enter or to take possession pursuant to legal proceedings or
pursuant  to any notice provided for by laws), Landlord shall have the right, at
Landlord's  option,

1)        to  terminate  this  Lease  on  not  less than two (2) days' notice to
Tenant  and upon the giving of said notice, this Lease and the term hereof shall
cease  and expire on the date set forth in said notice as if said date where the
expiration  originally  set  forth  herein,  or
2)        to  relet  the  Premises  or  any  part(s)  thereof  for  such term or
terms  (which  may  extend  beyond the Term) and at such rental(s) and upon such
other  terms  and  conditions as Landlord in Landlord's sole discretion may deem
advisable.  Landlord  shall  have  the  right  from  time  to  time to make such
alterations  and  repairs  as  may be reasonably necessary in order to relet the
Premises.  Upon  each  such  reletting all rentals received by the Landlord from
such  reletting  shall  be  applied,  first,  to the payment of any indebtedness
(other  than  rents due hereunder) of Tenant to Landlord, second, to the payment
of  any  costs  and  expenses  of such reletting, including, without limitation,
reasonable  attorneys'  fees  and  of  the cost of such alterations and repairs,
third,  to  the  payment  of rents due and unpaid hereunder; and the residue, if
any,  shall be held by Landlord and applied in payment of future rents and other
payments  required to be made by Tenant hereunder as the same may become due and
payable  hereunder,  with the right reserved to Landlord to bring such action(s)
or proceeding(s) for the recovery of any deficits remaining unpaid without being
obliged  to  await  the  end  of  the term for a final determination of Tenant's
account,  and  the  commencement  or  maintenance of any one or more actions for
tirrther accruals pursuant to the provisions of this Section. If such rentals to
be  paid  during  that  month  by  Tenant  hereunder,  Tenant shall pay any such
deficiency  to  Landlord.  Such  deficiency shall be calculated and paid monthly
subject  to  Landlord's  right  of  action(s)  or  proceeding(s)  as  aforesaid.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter  elect  to  terminate  this  Lease  for  such  previous  breach.
     (iii)  Should  Landlord at any time terminate this Lease for any breach, in
addition  to  any  other  remedies  Landlord may have, Landlord may recover from
Tenant  all  damages  Landlord may incur by reason of such breach as damages for
loss  of  the bargain and not as a penalty, including the cost of recovering the
Premises, reasonable attorneys' fees, and including the present value determined
by using a discount rate of eight percent (8%), at the time of such termination,
of  the  excess if any, of the amount of rental and charges equivalent to rental
reserved  in this Lease for the remainder of the Term, over the aggregate rental
value  of  the  Premises  for  the remainder of such term, all of which shall be
immediately  due  and payable from Tenant to Landlord. If any laws shall validly
limit  the  amount  of  the  damages  provided  for in the immediately preceding
sentence  to  less than the amount above agreed upon, Landlord shall be entitled
to  the  maximum  amount  allowable  under  such  laws.
     (iv)  Landlord shall use reasonable efforts to mitigate its damages after a
default  by  Tenant.
(b)  Landlord  shall  not  be  in  default  unless  Landlord  fails  to  perform
obligations required of Landlord within a reasonable time, but in no event later
than  thirty  (30)  days  after  written notice by Tenant to Landlord and to the
holder  of  any first mortgage or deed of trust covering the Premises whose name
and  address  shall  have  theretofore  been  furnished  to  Tenant  in writing,
specifying  wherein  Landlord  has  failed to perform such obligation; provided,
however,  that  if  the  nature  of Landlord's obligation is such that more than
thirty  (30)  days  are  required  of  performance then Landlord shall not be in
default  if  Landlord  commences  performance  within  such  30-day  period  and
thereafter  diligently  prosecutes the same to completion. In the event Landlord
fails  to discharge any obligation set forth in this Lease on or before the date
such  obligation  or  payment  is due, Tenant may, at Tenant's option, discharge
such  obligation.  Tenant  shall  use reasonable efforts to mitigate its damages
after  a  default  by  the  Landlord.  In  the  event Tenant elects to discharge
Landlord's  obligation(s), Landlord agrees to reimburse Tenant on demand for the
amount  of  expenses  incurred  by  Tenant.
21.       ENVIRONMENTAL  PROVISIONS.
          --------------------------
     (a)  For  the  purposes  of  this  Section 21. the following shall have the
                                        -----------
respective  meanings  set  forth  below:
(i)        "Hazardous  Material"  means  any  substance,  material  or  waste
which is regulated by any applicable governmental authority of the United States
or  the  State  of  South  Carolina, including without limitation, any material,
substance  or  waste  which  is  defined  as  "hazardous",  "hazardous  waste",
"hazardous  material",  "hazardous  substance",  "extremely  hazardous  waste",
"restricted  hazardous  waste", "pollutant", "contaminant", "toxic substance" or
"toxic  waste"  under  any  provision  of  any applicable Environmental Law, and
includes,  but  is not limited to, petroleum, petroleum products, asbestos, urea
formaldehyde  and  polychlorinated  biphenyls.
     (ii)  "Hazardous  Materials  Contamination"  means  any  disposal,
transportation,  storage,  arranging of disposal, spillage, discharge, emission,
leakage,  release  or  threatened release of any Hazardous Materials at, in, on,
under,  from,  about,  or  affecting  the  soil,  air, water, fixtures, personal
property,  animals  or  buildings.
     (iii) "Environmental Condition" means any unlawful environmental condition,
event  or  circumstance.
     (iv)  "Damages"  means  all  demands, claims, actions, assessments, losses,
damages,  liabilities,  costs  and  expenses of every nature (including, without
limitation,  reasonable  attorneys'  fees,  fines,  penalties  and  costs  of
settlements  of  any kind), known or unknown, foreseen or unforeseen, contingent
or  otherwise.
     (v)       "Landlord-Related  Party"  means  an employee, agent, contractor,
     licensee,  customer,  invitee  or  affiliate  of Landlord, but specifically
excludes  Tenant  and any other lessee or tenant of the Project. "Tenant-Related
Party"  means  an  employee,  agent,  contractor, licensee, customer, invitee or
affiliate  of  Tenant  but  specifically  excludes  Landlord.

     (b)  Landlord  shall  defend,  indemnify,  protect and hold Tenant harmless
against  Damages  resulting  from  or  arising  out  of  the following Hazardous
Materials  Contamination  or  Environmental  Conditions:

     (i)        existing  or  occurring  within the Premises on or before Tenant
takes  occupancy of the Premises or after the expiration or early termination of
the  Lease  Term but only to the extent not caused by Tenant or a Tenant-Related
Party;  or
     (ii)       existing  or  occurring within the Premises or any other portion
of  the  Project  and  caused  by  Landlord  or  a  Landlord-Related  Party.
     (c)  Tenant  shall  defend,  indemnify,  protect and hold Landlord harmless
against  all  Damages  resulting  from  or  arising  out  of Hazardous Materials
Contamination  or  Environmental  Conditions  existing  or  occurring within the
Premises  or  any  other  portion  of  the  Project  and  caused  by Tenant or a
Tenant-Related  Party,  but  only  to  the  extent  not  caused by Landlord or a
Landlord-Related  Party.
     (d)  The  Tenant shall store and handle Hazardous Materials at the Premises
or  at  the  Project  in  strict  compliance  with  applicable  laws,  rules and
regulations, and shall indemnify, defend and save harmless the Landlord from all
Damages  arising  out  of  or in any way connected with Tenant or Tenant-Related
Party's  storage  or handling of Hazardous Materials. In no event shall Tenant's
handling  or  storage  of Hazardous Materials in compliance with applicable laws
make  Tenant  liable  for  Hazardous  Materials  Contamination  or Environmental
Conditions  in existence or occurring on or before Tenant takes occupancy of the
Premises.
     (e)  The  obligations and liabilities of both parties under this Section 21
shall  Survive  the  Term  of  this  Lease.
     (i)  The  failure  by either party to abide by the terms of this Section 21
                                                                      ----------
shall  be  restrainable  by  injunction.
22.       SURRENDER  OFTENANT.
          --------------------
(a)  Tenant  will  surrender possession of the Premises and remove all goods and
production  equipment  and other personal property owned by Tenant at the end of
the Term, or at such other time as Landlord may be entitled to re-enter and take
possession  of  the Premises pursuant to any provision of this Lease, and Tenant
shall  leave  the Premises broom clean and in good order and condition, ordinary
wear  and tear excepted, except in the event of termination due to fire or other
casualty  pursuant  to Section 13 or termination due to condemnation pursuant to
                       ----------
Section  14. Tenant shall deliver to Landlord all keys, locks and other fixtures
 -----------
connected  with  the  Premises (such fixtures shall include, but are not limited
to: cranes, HVAC systems, Make-Up Units repaired by Tenant pursuant to Paragraph
9(d),  roof  fans, bus ducts and lights) in good repair, order and condition. In
default of such surrender of possession and removal of goods and chattels at the
time aforesaid. Tenant will pay to Landlord the rent set forth in this Lease for
such  period  as  Tenant  either holds over possession of the Premises or allows
Tenant's  goods and production equipment or other personal property at such time
to  remain in the Premises, and in addition thereto, statutory penalties and all
other  damages which Landlord shall suffer by reason of Tenant's holding over in
violation  of  the  terms  and  provisions  of  this  Lease,  including, without
limitation,  all  reasonable claims for damages made by any succeeding tenant or
purchase  of  the  Premises  against Landlord which may be founded upon delay by
Landlord  in  giving  possession  of  the  Premises to such succeeding tenant or
purchaser, so far as such damages are occasioned by the unlawful holding over of
Tenant.
     (b)  Tenant  shall have the absolute right to remove all of Tenant's goods,
production  equipment, and other personal property from the Premises at any time
during  the  Term.
     (c)  Tenant  shall  be  responsible for the clean-up and removal of all raw
materials,  packaging,  solid  waste, unused and used lubricants, oils, solvents
and  any  hazardous  wastes placed, abandoned or located on the Premises and the
area  surrounding  the  Premises by Tenant (or any of Tenant's employees, agent,
invitees  or  subcontractors)  during  the  term  hereof.
     (d)  The  liability  and the obligations of Tenant under this Section shall
survive  the  termination  of  this  Lease.
23.       FORCE  MAJEURE.
          ---------------
     In  the  event  that  Landlord or Tenant shall be delayed or hindered in or
prevented  from  the  performance or any act (other than either party's monetary
obligations),  by  reason  of  strikes,  lockouts,  unavailability of materials,
failure  of  power,  restrictive  governmental  laws  or  regulations,  riots,
insurrections,  war  or  other  reason  beyond  its  reasonable  control,  then
performance  of  such  act  shall be excused for the period of the delay and the
period for the performance of such act shall be extended for a period equivalent
to the actual period of such delay. Notwithstanding the foregoing, lack of funds
shall not be deemed to be a cause beyond the reasonable control of either party.
24.       SECURITY  DEPOSIT.
          ------------------
Upon  execution  of this Lease by the Tenant, the Tenant shall pay to Landlord a
Security  Deposit  in  the  amount  of  Sixty Thousand ($60,000.00) Dollars. The
Security  Deposit shall be retained as security (interest free) for the faithful
performance by Tenant of all terms, covenants and conditions herein. Landlord is
given  permission  to  commingle  said  Security  Deposit,  and the Landlord, at
Landlord's  sole  discretion, may at any time apply said Security Deposit or any
part  thereof  against  any default by Tenant of any of the terms, covenants and
conditions  of  this Lease, hi such event, Tenant shall upon demand deposit with
Landlord  the  amount  so applied so that Landlord shall have the full amount of
the  Security  Deposit  on hand at all times during the Term of this Lease. Upon
the  expiration  of  this  Lease,  the  Tenant shall surrender possession of the
Premises  as  required  in  Paragraph 22 herein. Landlord is given permission to
deduct  from  said  Security  Deposit the cost of any cleaning or repairs to the
Premises,  upon  vacating  of  Tenant. Security Deposit or any remaining portion
will  be  returned  within  15  days  after  the  termination of this tenancy or
completion of the repairs necessitated by Tenant's misuse of the Premises or any
default  in  the  faithful  performance  by  Tenant  of any terms, covenants and
conditions of this Lease. In the event the Security Deposit is not sufficient to
pay  all  charges due, Tenant shall pay said charges within three (3) days after
receiving  written  notice  from the Landlord. Provided Tenant is not in default
                                               --------
under  this  Lease at the end of the first Lease Year, the Landlord shall return
to  the  Tenant  Twenty  Thousand  ($20,000.00) Dollars of the Security Deposit.
Provided  Tenant  is  not  in  default under this Lease at the end of the second
    ----
Lease  Year,  the  Landlord  shall  return  to  the Tenant an additional Fifteen
Thousand  ($15,000.00)  Dollars  of  the Security Deposit leaving the balance of
Twenty-Five  Thousand ($25,000.00) Dollars to secure the faithful performance by
Tenant of all terms, covenants and conditions of this Lease for the remainder of
the  Term.

      25.  COMMISSIONS  Both Landlord and Tenant acknowledge that no real estate
broker is involved with respect to this Lease and the negotiations thereof. Both
parties  agree  to  hold  each  other  harmless  from any claims for commissions
arising  out  of  this  Lease.
26.       ESTOPPEL  CERTIFICATE.
          ----------------------
     At  any  time  and  from  time to time Landlord and Tenant each agree, upon
request  in writing from the other, promptly to execute, acknowledge and deliver
to  the  other  or  to any person designated by the other a statement in writing
certifying  that this Lease is unmodified and is in full force and effect, or if
there  have  been  modifications,  that  the same is in full force and effect as
modified  (stating the modifications), that the other party is not in default in
the performance of its covenants hereunder, or if there have been such defaults,
specifying  the  same,  the  dates to which the Rent and other charges have been
paid,  and  such  other  matters  may  be  reasonably  requested.

<PAGE>
27.
MISCELLANEOUS  PROVISIONS.
-------------

<PAGE>
     (a)  All  notices  under this Lease shall be in writing and shall be deemed
given  if  delivered  personally or by overnight courier or if sent by confirmed
facsimile  transmitted  during  the  regular business hours of the recipient, or
when  mailed,  postage  prepaid, by registered or certified mail, return receipt
requested, addressed to the parties at their addresses as set forth below (or at
such  other address as a party may from time to time designate by written notice
given  in  accordance  with  this  Section):

<PAGE>

TO  TENANT:
Technical  Solutions  Group,  Inc.
TO  LANDLORD:
Aerospace/Defense,  Inc.  4838  Jcnkins  Avenue  North  Charleston,  SC  29406
ATTN:  Jerry  Zucker  or  Jerry  Garfinkle  Fax  No:  (843)  747-4092

<PAGE>
     WITH  A  COPY  TO:  Force  Protection,  Inc.  (fk/a  Sonic Jet Performance,
Inc.)Attn:   (b)  It  is  the  intention  of  the  parties  hereto to create the
relationship  of  Landlord and Tenant, and no other relationship whatsoever, and
unless  expressly otherwise provided herein nothing herein shall be construed to
make  the parties hereto liable for any of the debts, liabilities or obligations
of  the  other  party.
     (c)  This  Lease shall be governed exclusively the provisions hereof and by
the  laws  of  the  State of South Carolina. Each of the parties (i) irrevocably
consent  to  the  exclusive  jurisdiction  of any state or federal court located
within  Charleston  County,  South  Carolina,  and  (ii) waives trial by a jury.
     (d)  If  any  term or provision of this Lease or the application thereof to
any  person  or  circumstance shall, to any extent, be invalid or unenforceable,
the  remainder  of  this  Lease, or the application of such term or provision to
persons  or  circumstances  other  than  those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of this
Lease  shall  be  valid  and be enforced to the fullest extent permitted by law.
     (e)  Failure  on  the  part  of  either  party to complain of any action or
non-action  on  the  part  of  the  other party, no matter how long the same may
continue,  shall  never  be  deemed to be a waiver by either party of any of its
rights  hereunder.  Acceptance  by Landlord of the Base Rent, additional rent or
any changes paid by Tenant hereunder shall not be or be deemed to be a waiver by
Landlord  of  any  default  by  Tenant,  whether  or  not Landlord knows of such
default.  No  waiver at any time of any of the provisions hereof by either party
shall  be  construed  as a waiver of any of the other provisions hereunder and a
waiver  at  any time of any of the provisions hereof shall not be construed as a
waiver  at  any  subsequent  time  of  the  same  provisions.
     (f)  Tenant  acknowledges  and  agrees that the submission of this Lease to
Tenant  for  its  review  and consideration shall not and does not constitute an
offer to lease the Premises. Tenant and Landlord understand and agree that there
can  be no agreement for the lease of the Premises until all parties hereto have
signed, delivered and accepted this Lease and the Security Deposit referenced in
Paragraph  24  has  been  delivered  and  accepted.
     (g)  The captions of the several Sections and Subsections of this Lease and
table  of  contents are not a part of the context hereof and shall be ignored in
construing  this  Lease.  They  are  intended  only  as aids in locating various
provisions  hereof.
(h)  Except  as may be expressly otherwise provided herein, the terms, covenants
and  conditions  hereof  shall inure to the benefit of and shall be binding upon
Landlord  and  Landlord's  successors  and  assigns and the terms, covenants and
indentures hereof shall inure to the benefit of and shall be binding upon Tenant
and  Tenant's  successors,  legal  representatives,  and  permitted  assigns.

 IN WITNESS WHEREOF, the parties hereto have duly executed this instrument under
seal  as  of  the  day  and  year  first  above  written

Landlord:

AEROSPACE/DEFENSE,  INC.

BY:  /s/

Name:


TENANT:

TECHNICAL  SOLUTIONS  GROUP,  INC.

/s/  Michael  Watts
---------------------
Michael  Watts


FORCE  PROTECTION,  INC.

/s/  Michael  Watts
---------------------
Michael  Watts