Exhibit  10.11
Aerospace/Defense,  Inc.
                               4838 Jenkins Avenue
                           North Charleston, SC 29405
                            Telephone: (843) 744-5174
                            Facsimile: (843) 747-4092
July  13,  2004
Technical Solutions Group, Inc. Force Protection, Inc. 9801 Highway 78, Building
No.  3  Ladson,  South  Carolina  29456
Attention:         Mr.  Michael  Watts
Dear  Mr.  Watts:
Reference  is  made  to  that  certain  Industrial  Lease  ("Lease")  between
Aerospace/Defense,  Inc.,  as  Landlord, and Technical Solutions Group, Inc. and
Force Protection, Inc. (collectively as the "Tenant"), dated as of July 13, 2004
covering  Building  No.  2  at  the Landlord's facility located in Ladson, South
Carolina.  (Tenant  currently  leases  Building  No.  3  under  a separate lease
agreement.)
Notwithstanding  any  term or provision contained in the Lease covering Building
No.  2,  the  parties  to  the  Lease  agree  as  follows:
     1.         The  Landlord  agrees  to order four new radio controlled bridge
crane  transmitter/receiver  packages  ("Packages")  to  replace  the  existing
Packages  in  connection with each of the four bridge cranes located in Building
No.  2.  The  Tenant agrees to pay one-half (1/2) of the total cost for the four
new  Packages  within  fifteen  (15)  days  of  their delivery to the  . Tenant,
together  with  delivery  to the Tenant of copies of the invoices indicating the
purchase price of the Packages. It is acknowledged that the cost of the four new
Packages  will  be approximately $65,000.00. Upon receipt of the Packages by the
Tenant,  the  Tenant  agrees  to be responsible at its sole cost and expense for
installing  in  good  workmanlike manner the Packages within thirty (30) days of
their  delivery to the Tenant. The Packages are the property of the Landlord and
shall  not be removed by the Tenant from Building No. 2.  Once the Packages have
been  installed  by  the Tenant, the Tenant shall be responsible for keeping the
Packages together with the bridge cranes in Building No. 2 in good condition and
repair  throughout the term of this Lease pursuant to Section 9(b) of the Lease.
     2.     Tenant  acknowledges  that  the  Landlord  has  leased  a portion of
Building  No.  2  to  Neal Brothers, Inc. pursuant to Short-Term Vehicle Storage
Lease  dated March 4, 2004, a copy of which is attached to this side-letter (the
"Storage  Lease"). The Tenant understands that in order to terminate the Storage
Lease,  at  least  thirty  (30)  days  prior  written  notice to the Tenant is -
required.  In  the  event  the Tenant desires to continue the Short-Term Vehicle
Storage  Lease  with  Neal  Brothers,  Inc.,  the  Landlord  and Tenant agree to
cooperate  in  having  the  Lease  assigned  by  the  Landlord  to  the  Tenant.
     3.         The  Tenant  acknowledges that the Landlord has leased a portion
of  the  facility  for  the  storage  of packaged office furniture; the Landlord
agrees  to  use  commercial  reasonable  efforts  to have the Lease covering the
office furniture terminated as soon as possible and the office furniture removed
from  Building  No.  2  within  thirty  (30)  days  of  the  date  hereof.
     4.         The  Tenant  acknowledges  that  the Landlord has leased another
portion  of  Building  No. 2 to 7,-Man Fishing Products, Inc. for the storage of
packaged  fishing  lures,  equipment  and  other materials. The Tenant shall use
reasonable  commercial  efforts  to  have the Lease covering the storage of such
fishing lures, materials and other items terminated as soon as possible and have
the  fishing lures, materials and other items removed from Building No. 2 within
thirty  (30)  days  of  the  date  hereof.
     5.  Until  the current leases referenced in Paragraphs 2, 3 and 4 above are
terminated  and  the  items covered by each such lease arc removed from Building
No.  2,  the  Tenant  shall  not  damage  or  destroy  any  such  items.
Please  acknowledge  your  understanding  and  agreement to the above by signing
below.  Yours  very  truly,
     /s/  Jerry  Garfinkle
M.  Jerry  Garfinkle
For  and  On  Behalf  of  Aerospace/Defense,  Inc.
We  acknowledge  and  agree  to  the  above:
/s/  Michaels  Wattas
Technical  Solutions,  Inc.  Force  Protection,  Inc.
SHORT-TERM  VEHICLE  STORAGE  LEASE
     THIS SHORT-TERM VEHICLE STORAGE LEASE ("Lease") made and entered into as of
the  4th  day  of  March  2004  by  and between AEROSPACE/DEFENSE, INC., a South
Carolina  corporation (hereinafter called "Landlord") and NEAL BROTHERS, INC., a
South  Carolina  corporation  (hereinafter  called  "Tenant").
     This Lease is made upon the terms and subject to the conditions hereinafter
set  forth,  all  and  every  one of which Landlord and Tenant agree to keep and
perform.
1.         Leased  Premises
           ----------------
     The  premises  hereby leased to Tenant ("Leased Premises") is approximately
15,000  square  feet  of  storage space near the southwest end of Building No. 2
(the  "Building")  [which  is  part  of  the industrial facility located at 9801
Highway  78,  Ladson  (Charleston County), South Carolina (the "Facility")]; the
Leased  Premises  is  the  darkened area shown on Exhibit A.attached hereto. The
                                                  ----------
Leased  Premises is leased in its "As-Is" condition and without artificial heat,
light,  sir-conditioning  or  water.
2.         Term  -  Subject  to  30-day  Right  to  Terminate
           --------------------------------------------------
     The term of this Lease shall begin on March 15, 2004 and shall be effective
for  six  (6)  months  until  September 15, 2004, at which time this Lease shall
automatically  terminate; provided, however, this Lease may be terminated during
                          ---------
the term by either party providing to the other party at least thirty (30) days'
prior  written  notice  of  its desire to terminate this Lease. The term of this
Lease  shall  not  be  extended  except by mutual agreement evidenced by written
amendment  to  this  Lease  signed  by  both  parties.
3.         Rent
           ----
     Tenant  shall  pay  Landlord  a  fixed  monthly  rent of Two Thousand Seven
Hundred Fifty Dollars ($2,750.00) each month. The monthly payment for rent shall
be  made  in  advance  on  or  before  the fifteenth of each month to Landlord's
offices  located  at 4838 Jenkins Avenue, North Charleston, SC 29405, or at such
other  address  as  Landlord  may  direct.
4.     Insurance
       ---------
     (a)       Throughout  the  term  of  this  Lease,  Tenant  shall  carry (a)
Comprehensive  General  Liability  Insurance,  including,  without  limited  to,
premises  liability, blanket contractual liability, personal injury and property
damage  [covering,  in  particular,  the  Facility  (which  includes  the Leased
Premises)  and  all personal property and vehicles being stored by Tenant within
the  Leased  Premises  in  combined  single  limits  of  at least $3,000,000 per
occurrence,  and  (b)  "All  Risk"  property insurance in an amount to cover the
replacement  value  of  all  vehicles and other items of personal property being
stored  within  the Leased Premises or delivered to the Facility. Landlord shall
be  designated  as an additional insured under the insurance required under this
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paragraph  which  insurance  shall be primary to any insurance maintained by the

<PAGE>
Landlord. Each policy of insurance maintained by Tenant pursuant to this Section
4 shall contain a waiver of any rights of subrogation which the insurer may have
against  the  Landlord  and  those  persons  for  whom  the  Landlord  is in law
responsible  whether  the damage is caused by the act, omission or negligence of
the  Landlord  or  such  other persons. Certificates of Insurance evidencing the
coverage required in this paragraph shall be delivered prior to the commencement
of  the  term  of  this  Lease.  All  personal property and vehicles (especially
including, without limitation, the very expensive vehicles being stored upon the
Leased  Premises  by  the  Tenant) (collectively, "Personal Property") placed or
moved  onto  the  Leased  Premises by or on behalf of the Tenant shall be at the
risk  of  the Tenant - - it being understood that the Landlord, (as owner of the
Facility)  and  the Landlord's employees, officers and representatives shall not
be  liable  for  any  damages,  loss or theft of said Personal Property from any
cause  whatsoever  and  without restricting the generality of the foregoing, the
Landlord  shall  not be liable for any damage to the Personal Property resulting
from  fire,  explosion,  gas, electricity, water, rain or snow or leaks from any
part  of  any  building  situated  on  the  Facility or resulting from materials
falling  from  pipes,  piping,  cranes,  appliances, the roof, or from any other
place,  or  resulting  from dampness, or from/by any cause of whatsoever nature.
     (b)       The  Tenant  hereby  releases the Landlord, its agents, officers,
employees  and any other person for whom the Landlord is legally responsible for
any  liability  for  loss,  damages,  expenses  or  fines  to  the extent of all
insurance proceeds paid under the policies of insurance maintained by the Tenant
or  which  would  have  been if the Tenant had maintained the insurance required
under  this  Lease  and  had  diligently  processed  any  claims  thereunder.
5.         Use  of  Premises
           -----------------
     (a)       Tenant  shall  solely  use and occupy the Leased Premises for the
storage  of  Personal  Property  and  for  no  other  purpose. For clarification
purposes,  the  Tenant shall not allow any repairs or maintenance of any vehicle
or  other  personal property stored by the Tenant on the Leased Premises. Tenant
agrees  to  take  extra  precaution  to ensure that no spillage of any substance
(including,  but  not  limited  to, oil, grease, gasoline and similar substances
(collectively  "Petroleum  Products"))-  It  shall  be the responsibility of the
Tenant  to  ensure  that  no  spillage  of  Petroleum Products within the Leased
Premises  or  upon  the  Facility  occurs.  (If  necessary, Tenant shall place a
protective  plastic  sheet  barrier to prevent any leaking of Petroleum Products
from  any  vehicle  stored.)
     (b)       Tenant  shall  at  all  times during the term of this Lease be in
full  compliance  with all governmental laws, rules, and regulations, including,
but not limited to OSHA, EPA, DHEC and the like which are or would be applicable
to  the  Tenant's  use  of  the  Leased  Premises.
     (c)       Except  as  otherwise  specifically  agreed  upon  in  writing by
Landlord, Tenant shall have the right to use during normal operating hours (8:00
A.M.  to  4:00 P.M. Monday-Friday, except federal holidays) such portions of the
Facility  and the property around and about the Leased Premises as is reasonably
necessary  for  the ingress and egress to and from the Leased Premises, provided
however,  that the Tenant's use of such areas shall not hinder,impede, obstruct,
or  otherwise  unreasonably  interfere  with the businesses and activities in or
about  the  Facility  of  the  landlord  or  other  occupants  of  the Facility.
6.         Rules  and  Regulations
           -----------------------
     Landlord  reserves  the  right  at  any  time  to  make  further  rules and
regulations  as  in  Landlord's  reasonable  judgment  may  be necessary for the
safety,  care,  appearance, and cleanliness of the premises and the preservation
of  good  order  therein,  and such other rules and regulations shall be binding
upon  the  parties  hereto  with  the  same force and effect as if they had been
contained  herein  at  the  time  of  execution  hereof.
7.         Maintenance  and  Repair
           ------------------------
     (a)       Tenant  shall  not damage the Landlord's Facility and shall leave
the  Leased  Premises  in  the same condition as upon commencement of the Lease,
ordinary  wear  and  tear excluded. At the termination of its Lease, Tenant will
remove  all  of  the  Personal  Property and any other property brought by or on
behalf  of  the  Tenant  upon  the  Facility.
     (b)       Tenant  shall not commit or suffer to be committed any waste upon
or  about  the  Leased Premises or any other party of the Facility; in the event
Tenant  damages  the  Landlord's  Facility  due  to  the  negligence  or willful
misconduct  of  Tenant  or  its  employees,  invitees  and  agents, Tenant shall
promptly  at  its  cost  and  expense,  make all replacements, restorations, and
repairs  as a result thereof (collectively "repairs"). All repairs shall, to the
extent  possible,  be at least equivalent in quality to the original work or the
property  replaced, as the case may be, and shall be performed in a commercially
expeditious  manner.
     (c)       Landlord  shall not, under any circumstances, be required to make
any repairs of any nature or description to the Leased Premises or to any of the
Facility,  or  to inspect or maintain the Leased Premises in any way. Tenant has
inspected  and  accepts  the Leased Premises in their "as-is" present condition.
8.         Indemnity  and  Liability
           -------------------------
     As  inducements  to Landlord to enter into this Lease, the Tenant agrees to
the  following:
     (a)       Risk  of  loss by fire or other casualty to all Personal Property
brought by or on behalf of Tenant onto the Facility shall rest with Tenant which
shall  procure and maintain "All Risk" insurance for its protection against loss
or  damage  to such Personal Property as required under Section 4. Tenant hereby
releases  Landlord  (and  its  employees  and  agents)  from  any  liability  or
responsibility to Tenant (or any person claiming by, through, or under Tenant by
way  of  subrogation  or  otherwise)  for  any  damage  to or loss of any of the
Personal  Property  from  any  cause  whatsoever.
     (b)       Tenant  agrees  to  assume  and bear all risk of bodily injury or
death  and  property  damage  which  may  occur  or result from (i) the Tenant's
performance  under  this Lease, (ii) conduct by Tenant and its employees, agents
and  invitees,  and (iii) the entry upon or use of the Facility by Tenant or any
its  employees,  invitees, contractors or agents and any person claiming through
any  of  them.  Tenant  will indemnify, defend and hold Landlord, its directors,
officers,  employees  and  agents harmless from any and all loss, damage, claim,
injury,  cost,  fine  or  expense  (including,  without  limitation,  reasonable
attorneys'  fees  and  costs)  incurred (x) on account of bodily injury or death
(including,  without limitation, personal injury or death of Tenant's employees)
and  property damage arising from any negligence or willful misconduct of Tenant
and  its employees, agents and invitees, or (y) to defend Landlord or any of its
employees,  agents  or  representatives  in any claim or action arising from the
Tenant  or  any  of its employees, invitees, contractors or agents entering upon
the  Facility or using the Leased Premises, or (z) to enforce one or more of the
Landlord's  rights  under  this  Lease.
9.         Assignment  or  Sublease
           ------------------------
     Tenant  shall  not  have  the  right  to assign this Lease or to sublet the
premises  or  any  part  thereof  without  the  express prior written consent of
Landlord,  which  consent  the  Landlord  may  withhold in its sole and absolute
discretion.
10.        Default
           -------
     If  Tenant  shall  fail  to  pay  the rent to Landlord when same is due and
payable  under  the  terms  of this Lease or if Tenant shall fail to perform any
other  duty  or  obligation imposed upon it by this Lease, then and in any event
Landlord  shall  have  the  right  to  enter  upon the Leased Premises and have,
repossess  and  enjoy the same as if this Lease had not been made, and thereupon
this Lease shall terminate without prejudice to the right of Landlord to recover
from Tenant all rents and amounts due and unpaid up to the time of such reentry.
In  the  event that Landlord retains the services of an attorney for the purpose
of  assisting  Landlord  in  enforcing any of its rights under this Lease in the
event  of  default by Tenant, the Landlord shall be entitled to collect from the
Tenant  the  reasonable  costs  and  expenses  of  all  such  services.
11.       Environmental  Matters
          ----------------------
     Tenant  shall defend, indemnify, protect and hold Landlord harmless against
all  demands, claims, actions, assessments, fines, losses, damages, liabilities,
costs  and  expenses  of  every  nature  including  reasonable  attorney's  fees
resulting  from  or  arising  out of any environmental damage due to conditions,
events  or  circumstance  caused by the Tenant, its agents, employees, invitees,
customers  or  affiliates during its use and occupancy of the Leased Premises or
any  part of the Facility, including but not limited to the presence, release or
threat  of  release  to  the  environment  of any hazardous substance, hazardous
waste,  hazardous  material,  petroleum  hydrocarbons,  asbestos, toxic or other
noxious  substances-  Tenant  agrees  to  take  extra  precaution to prevent the
spillage  of any hazardous, flammable, or petroleum substance onto the floors of
the Leased Premises or onto any part of the Facility. Tenant agrees not to bring
any  hazardous  or  toxic  substance  onto  the  Facility.

     12.       Title  of  Equipment
               --------------------
     Title  of  the Personal Property is at all times and shall remain vested in
and  with  Tenant. Landlord hereby waives, releases and discharges any item lien
(statutory  or  otherwise),  security  interest,  security  agreement,  charge,
encumbrance  or  claim  of  any  load  or  nature  that  ins Landlord now has or
hereafter  may  lave  as  to  any ri^it, title or interest in or to the Personal
Property.
13.       Governing  Law/Amendment
          ------------------------
     This  Lease  constitutes  the  entire  and  complete  agreement between the
parties,  is  executed  feely  and  voluntarily  and  without  reliance upon any
statement  or  representation  by  any  party  except  as  set forth herein, and
supersedes  any  diner  communications,  representations,  or  agreements  with,
'respect  to  its  subject  matter. This Lease may only be modified by a writing
duly  executed  by  authorized persons for both, parties. Any dispute concerning
any question of fact or law arising under this Lease or its performance which is
not  disposed of by agreement between the parties shall be decided by a court of
                                                  -----
competent  jurisdiction  Sitting  in  the  County  of Charleston, State of South
Carolina,  personal  jurisdiction  of  such  courts  as  to  such  matters being
consented  to  by bolt parties. This Lease shall be construed in accordance with
the  laws  of the Stats of South Carolina without reference to its choice of law
principles.  This  Lease has been actually negotiated by the parties and no rule
of  construction  shall  he applied based upon the presumed drafter Or author of
this  Lease.
     IN WITNESS WHEREOF, tie parties have hereunto set their hands and seals the
day  and  year  first  above  written.  WITNESS:
     AEROSPACE/DEFENSE,  INC.
/s/


North-Charleston/'  Sbuth  Carolina  29405  Telephone:  (843)^44-5174 Facsimile;
(843)  747-4092  NEAL  BROTHERS,  INC.
/s/
INDUSTRIAL  LEASE
     THIS  INDUSTRIAL  LEASE  ("Lease")  is entered into as of the^ciay of July,
2004,  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.
      --------------
     (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
                                                   ---------
made  a  part  hereof  ("Land")  together  with  (i)  a  portion of the building
designated  as  "Building No. 2," the leased portion consisting of approximately
142,500  square  feet,  (situated  on  the Land outlined on Exhibit A), with the
portion  of  Building  No.  2  leased  to the Tenant more particularly shown and
delineated on Exhibit A-l. (ii) all fixtures located therein, including, without
limitation,  the  cranes  located  in Building No. 2, which cranes are listed on
Exhibit  B.  and (iii) subject to Paragraph 5(b)(xi) hereof, the right to use in
common  with  the  Landlord  and other lessees and occupants of the Project, the
"Common  Areas"  (hereinafter  defined)  shown  on  Exhibit  A  (collectively,
"Premises").
(b)       Tenant accepts the Premises in its present condition, AS IS, WHERE IS.
2     TERM.
      -----
     (a)  The  term  of this Lease shall commence on July 15, 2004 and expire on
July  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
July 15, 2004 ("Commencement Date") and end July 14, 2005. 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 (j) 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  2(c).
                                        --------------
3.         BASE  RENT.
     (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 Three Hundred Fifty-Six Thousand Two Hundred Fifty and No/100
Dollars ($356,250.00) (computed on the basis of ten (10) months of the remaining
first  Lease  Year  times $36,625.00 per month), payable in ten (10) consecutive
monthly  installments  of Thirty-Six Thousand Six Hundred Twenty-Five and No/100
Dollars  ($36,625.00) each. AH 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 IS'*1 day of September,
2004,  the  September  2004  rent shall be pro-rated to cover the period between
September  15  and  September  30,  2004.
     (b)  Commencing  with  the first day of the second Lease Year, to-wit: July
15,  2005  ("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.     UTILITIES.
       ----------
     (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 are supplied at one point of
delivery  through  one  meter.  Subject  to  Subsections 4(a)(i). (ii) and (jii)
                                             -------------------------------
hereof, 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-mctcrs. 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 cut 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  2  (to  wit:  142,500 sq. ft.) 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/TAXESANDFEES.
       ----------------------------
     (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 29.69% 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  then  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".
     (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
or  on  a  pro-rata basis (determined in the manner described in Subsection 5(a1
                                                                 ---------------
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
thePremises  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  fell  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
thanon  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 thoseparts 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,
inviteesand  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 and 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  cats  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
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; provided,
however,  the  Landlord shall have the right to assign specific (on an exclusive
or  non-exclusive basis at the option of the Landlord) parking areas (within one
or  both  of  the parking areas marked "Parking" on Exhibit A) to the Tenant and
its  employees  arid  invitees,  and require such employees and invitees to gain
entrance to the gated portion of the Project through either the Employee Gate or
the  gate  adjacent  the Security Building No. 4 (the "Security Gate"), Landlord
and Tenant will endeavor to develop a mutually acceptable method for controlling
access  through  the  Employee  Gate  or  the Security Gate, as the case may be.
(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.
     Tenant  shall  receive space of approximately equal size with other lessees
of  the Project on the existing sign (but not the larger top space on such sign)
for  the  Project on State Highway 78 which is designated on Exhibit A. Landlord
shall  remove  all  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.
       ----
     (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  WITHLAWSAND  GOVERNMENTAL  REGULATIONS.
       ---------------------------------------------------
     (a)  Tenant  shall  at all times during the Term be in foil 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.         MAINTENANCEAND  REPAIR.
           -----------------------
     (a)  Landlord  shall  repair  and  maintain in good order and condition the
exterior and structure of Building No. 2, including the roof, exterior walls and
supporting  members  of  the Building No, 2. 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,
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.  1  and the cranes located in Building No. 2) in good
order  and  repair  and  in  neat,  clean  and  safe  condition. Ill meeting its
obligations  pursuant  to  this  Section  9(b)  Tenant  may  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.
10.       CHANGES,   ALTERATIONS   ANDNEWCONSTRUCTION   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 Term 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
At  the  commencement  of the Lease, the parties have inspected the Premises and
found  the  following:  _
The Tenant shall not be responsible for the existing condition of these specific
items  during the terra of and at the expiration of this Lease, but Tenant shall
not  commit  waste upon these items. 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. 2 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  $1,000,000) 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 be named as an additional insured under the insurance
required  under  this  Section  12(b) and the Tenant shall deliver to Landlord a
certificate  evidencing  such insurance within ten (10) days of the execution of
this  Lease  and  thereafter  upon  reasonable  request.
     (c) All insurance required of the Tenant hereunder shall be primary and not
excess with any insurance, coinsurance or self insurance maintained by Landlord.
 (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 12fa) 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) In the event the Premises
is  totally  destroyed or such portion thereof is damaged as will prevent Tenant
from  conducting  Tenant's  business  in  Tenant'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  13(a)  hereof.
              --------------
     (ii) Notwithstanding the provisions of this Section 13fa). 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, then 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:  NONPISTURBANCE.
               -------------------------------
     (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  foil  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 lieu 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 thatcontrols, 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)  Tn  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' noticeto
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
further  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
suchobligation.  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 tie 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.
     (f)  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\3 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, 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 cither 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 One Hundred Thousand ($100,000,00), 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. In 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. The Security Deposit or any remaining portion
will  be  returned  within  30  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-Five Thousand ($25,000.00) 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 Twenty-Five
----
Thousand  ($25,000.00)  Dollars  of  the Security Deposit leaving the balance of
--
Fifty Thousand ($50,000.00) 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.
   --------------

 Tenant  acknowledges  that no real estate broker has been engaged by the Tenant
with  respect  to this Lease and the negotiations thereof. Tenant agrees to hold
the  Landlord harmless from any claims for commissions which Tenant has incurred
arising  out  of  this  Lease. Landlord shall be responsible to Hart Corporation
("Hart")  for  a  lease  commission  pursuant  to terms under a separate listing
agreement  and  agrees  to  hold Tenant harmless from any claims for commissions
arising  out of such agreement between the Landlord and Hart or between Landlord
and  any  third  party  real  estate  broker

26.  ESTOPPEL  CERTIFICATEAt 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.(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):  TO  TENANT:
Technical Solutions Group, Inc. 9801 Highway 78, Building No. 3 Ladson, SC 29456
ATTN:  Michael  Watts  Fax  No:  (843)  740-1973
TO  LANDLORD:
Aerospace/Defense,  Inc.
4838  Jenkins  Avenue
North  Charleston,  SC  29406
ATTN:  Jerry  Zucker  or  Jerry  Garfinkle
Fax  No:  (843)  747-4092
Force  Protection,  Inc.  (f/k/a  Sonic  Jet Performance, Inc.) 9801 Highway 78,
Building  No.  3  Ladson,  SC  29456  Attn: Michael Watts Fax No: (843) 740-1973
     (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. This
Lease  has  been  mutually negotiated by the parties and no rule of construction
shall  be  applied  based  upon  the  presumed  drafter or author of this Lease.
     (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.
     (i)  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.
Tenant:
TECHNICAL  SOLUTIONS  GROUP,  INC.
Bv:
Name:
Title

FORCE  PROTECTION,  INC.  (f/k/a  SONIC  JET  PERFORMANCE,  INC.