**Exhibit10.1**

****AIRCOMMERCIAL REAL ESTATE ASSOCIATIONSTANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET

**(DONOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)**

1.**         Basic Provisions**(**“Basic Provisions”**).

1.1**       Parties:** This Lease (**“Lease”**), datedfor reference purposes only May 18, 2007, is made by and between FirstIndustrial, L.P., a Delaware limited partnership (**“Lessor”**)and National RV, Inc., a California corporation (**“Lessee”**),(collectively the **“Parties,”** orindividually a **“Party”**).

1.2**       Premises:** That certainreal property, including all improvements therein or to be provided by Lessorunder the terms of this Lease, and commonly known as 100 West Sinclair Street,located in the County of Riverside, State of California, and generallydescribed as (describe briefly the nature of the property and, if applicable,the **“Project”**, if the property is locatedwithin a Project) Two (2) buildings containing approximately 212,545 squarefeet (Building Four - approximately 47,705 square feet; Building Five - approximately164,840 square (feet) (**“Premises”**).(See also Paragraph 2)

1.3       **Term:** The term (**“Original Term”**)shall commence on May 18, 2007 (**“Commencement****Date”**) andend on May 31, 2017 (**“Expiration Date”**).(See also Paragraph 3)

1.5**       Base Rent:**$80,767.10 per month (**“Base Rent”**),payable on the first day of each month commencing on the Commencement Date.(See also Paragraph 4)

xIf this box is checked, there are provisions in this Lease for the Base Rent tobe adjusted.

1.6       **Base Rent and Other Monies Paid Upon Execution:**

(a)**       BaseRent:** $117,242.56 for the period May 18, 2007 through June 30, 2007.

(b)      **Security Deposit:** $1,750,000.00 (**“Security Deposit”**). (see Rider)

(c)       **Association Fees:** $ N/A for the period

(d)      **Other:** $17,452.68 for Additional Rent (NNN charges) for May 18, 2007-June 30, 2007.

(e)       **Total Due UponExecution of this Lease:** $134,695.24 (plus the $1,750,000.00 Security Deposit).

1.7       **Agreed Use:** Manufacturing, warehousing, assembly, ancillaryoffice, servicing of vehicles and any other lawful use incidental thereto. (Seealso Paragraph 6)

1.8       **Insuring Party:** Lessor is the **“InsuringParty”** unless otherwise stated herein. (See also Paragraph 8)

1.10     **Guarantor.** The obligations of the Lessee under this Leaseare to be guaranteed by National RV Holdings, Inc., a Delaware corporation (**“Guarantor”**).(See also Paragraph 37)

1.11     **Attachments.** Attachedhereto are the following, all of which constitute a part of this Lease:

o        an Addendum consisting ofParagraphs                 through                ;

x       a plot plan depicting thePremises;

x       a current set of the Rulesand Regulations;

o        a Work Letter;

x       other (specify): A Rider
|                                                          | ** ** | ** **            | /s/ TM |
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| **INITIALS**                                             | ** ** | **INITIALS**          |
| ** **                                               | ** ** | ** **            |
| **ã2001  - AIR COMMERCIAL REAL ESTATE ASSOCIATION** | ** ** | **FORM  STN-9-3/06E** |
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2.         **Premises.**

2.1       **Letting**.Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, thePremises, for the term, at the rental, and upon all of the terms, covenants andconditions set forth in this Lease. Unless otherwise provided herein, anystatement of size set forth in this Lease, or that may have been used incalculating Rent, is an approximation which the Parties agree is reasonable andany payments based thereon are not subject to revision whether or not theactual size is more or less. **Note: Lessee is advised toverify the actual size prior to executing this Lease.**

If the building codes,applicable laws, covenants or restrictions of record, regulations andordinances (“Applicable Requirements”) are hereafter changed so as to requireduring the term of this Lease the construction of an addition to or analteration of the Premises and/or Building, the remediation of any HazardousSubstance, or the reinforcement or other physical modification of the Unit,Premises and/or Building **(“Capital Expenditure”**)**,**Lessor and Lessee shall allocate the cost of such work asfollows:

(a)       Subject to Paragraph 2.3(c)below, if such Capital Expenditures are required as a result of the specificand unique use of the Premises by Lessee as compared with general manufacturinguses, Lessee shall be fully responsible for the cost thereof, provided, howeverthat if such Capital Expenditure is required during the last 2 years of thisLease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminatethis Lease unless Lessor notifies Lessee, in writing, within 10 days afterreceipt of Lessee’s termination notice that Lessor has elected to pay thedifference between the actual cost thereof and an amount equal to 6 months’Base Rent. If Lessee elects termination, Lessee shall immediately cease the useof the Premises which requires such Capital Expenditure and deliver to Lessorwritten notice specifying a termination date at least 90 days thereafter. Suchtermination date shall, however, in no event be earlier nor later than the lastday that Lessee could legally utilize the Premises without commencing suchCapital Expenditure.

(b)      If such Capital Expenditureis not the result of the specific and unique use of the Premises by Lessee(such as, governmentally mandated seismic modifications), then the cost of theCapital Expenditure shall be amortized by Lessor over the useful life of theCapital Expenditure (as reasonably determined by the parties applying generallyaccepted accounting principles, “GAAP”), together with interest at “prime” or “reference”or “base” rate (on a per annum basis) of interest announced as such, from timeto time, by JP Morgan Chase Bank, NA, or its successor (**“Prime”**).If, however, such Capital Expenditure is required during the last 2 years ofthis Lease or if Lessor reasonably determines that it is not economicallyfeasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days priorwritten notice to Lessee unless Lessee notifies Lessor, in writing, within 10days after receipt of Lessor’s termination notice that Lessee will pay for suchCapital Expenditure.

(c)       Notwithstanding the above,the provisions concerning Capital Expenditures are intended to apply only tonon-voluntary, unexpected, and new Applicable Requirements. If the CapitalExpenditures are instead triggered by Lessee as a result of an actual orproposed change in use, change in intensity of use, or modification to thePremises then, and in that event, Lessee shall either: (i) immediately ceasesuch changed use or intensity of use and/or take such other steps as may benecessary to eliminate the requirement for such Capital Expenditure, or (ii)complete such Capital Expenditure at its own expense. Lessee shall not,however, have any right to terminate this Lease.

2.4       **Acknowledgements.**Lessee acknowledges that: (a) it has been advised by Lessor to satisfy itselfwith respect to the condition of the Premises (including but not limited to theelectrical, HVAC and fire sprinkler systems, security, environmental aspects,and compliance with Applicable Requirements and the Americans with DisabilitiesAct), and their suitability for Lessee’s intended use, (b) Lessee has made suchinvestigation as it deems necessary with reference to such matters and assumesall responsibility therefor as the same relate to its occupancy of thePremises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made anyoral or written representations or warranties with respect to said mattersother than as set forth in this Lease. In addition, Lessor acknowledges that:(i) Brokers have made no representations, promises or warranties concerningLessee’s ability to honor the Lease or suitability to occupy the Premises, and(ii) it is Lessor’s sole responsibility to investigate the financial capabilityand/or suitability of all proposed tenants.

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2.5       **Lessee asPrior Owner/Occupant.**Lessee agrees that Lessee is familiar with thecondition of the Premises as Lessee has had possession and occupancy of thePremises prior to the Commencement Date (and prior to Lessor’s acquisition ofthe Project) and Lessee hereby accepts the Premises on an “As-is,” “Where-is”basis with all faults and defects. **Thewarranties made by Lessor in Paragraph 2 shall be of no force or effect ifimmediately prior to the Commencement Date Lessee was the owner or occupant ofthe Premises. In such event, Lessee shall be responsible for any necessarycorrective work.**

3.         **Term.**

3.1       **Term.**TheCommencement Date, Expiration Date and Original Term of this Lease are asspecified in Paragraph 1.3.

3.4       **Lessee Compliance**. Lessor shall not be required to deliverpossession of the Premises to Lessee until Lessee complies with its obligationto provide evidence of insurance (Paragraph 8.5). Pending delivery of suchevidence, Lessee shall be required to perform all of its obligations under thisLease from and after the Start Date, including the payment of Rent,notwithstanding Lessor’s election to withhold possession pending receipt ofsuch evidence of insurance.

4.         **Rent.**

4.1.      **RentDefined.**All monetary obligations of Lessee to Lessor under theterms of this Lease (except for the Security Deposit) are deemed to be rent (**“Rent”**).

4.2       **Payment.**Lesseeshall cause payment of Rent to be received by Lessor in lawful money of theUnited States, without offset or deduction (except as specifically permitted inthis Lease), on or before the day on which it is due. All monetary amountsshall be rounded to the nearest whole dollar. In the event that any invoiceprepared by Lessor is inaccurate such inaccuracy shall not constitute a waiverand Lessee shall be obligated to pay the amount set forth in this Lease. Rentfor any period during the term hereof which is for less than one full calendarmonth shall be prorated based upon the actual number of days of said month.Payment of Rent shall be made to Lessor at First Industrial, L.P., P.O. Box100363, Pasadena, California 91189-0363, or if sent by overnight courier,Arroyo Parkway Plaza, Suite 150, 1111 South Arroyo Parkway, Pasadena,California 91105-1103, Attention: First Industrial, L.P., Box 100363 or to suchother persons or place as Lessor may from time to time designate in writing.Acceptance of a payment which is less than the amount then due shall not be awaiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’sendorsement of any check so stating. In the event that any check, draft, orother instrument of payment given by Lessee to Lessor is dishonored for anyreason, Lessee agrees to pay to Lessor the sum of $25 in addition to any LateCharge. Payments will be applied first to accrued late charges and attorney’sfees, second to accrued interest, then to Base Rent, and any remaining amountto any other outstanding charges or costs.

5.         **Security Deposit.**See Rider.

6.         **Use.**

6.1       **Use.**Lesseeshall use and occupy the Premises only for the Agreed Use,

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and for no other purpose. Lessee shall not use orpermit the use of the Premises in a manner that is unlawful, creates damage,waste or a nuisance, or that unreasonably disturbs occupants of or causesdamage to neighboring premises or properties. Other than guide, signal andseeing eye dogs, Lessee shall not keep or allow in the Premises any pets,animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold ordelay its consent to any written request for a modification of the Agreed Use,so long as the same will not impair the structural integrity of theimprovements on the Premises or the mechanical or electrical systems therein,and/or is not significantly more burdensome of the Premises. If Lessor electsto withhold consent, Lessor shall within 7 days after such request give writtennotification of same, which notice shall include an explanation of Lessor’sobjections to the change in the Agreed Use. Upon Lessor’s request, Lessee shallcomplete and deliver to Lessor a “Lessee Operations Inquiry Form” in the formreasonably requested by Lessor describing the nature of Lessee’s proposedbusiness operations at the Premises, which form is intended to and shall be,relied upon by Lessor.

6.2       **Hazardous Substances.**

(a)       **ReportableUses Require Consent.** The term **“Hazardous Substances”**asused in this Lease shall mean any product, substance, or waste whose presence,use, manufacture, disposal, transportation, or release, either by itself or incombination with other materials expected to be on the Premises, is either: (i)potentially injurious to the public health, safety or welfare, the environmentor the Premises, (ii) regulated or monitored by any governmental authority, or(iii) a basis for potential liability of Lessor to any governmental agency orthird party under any applicable statute or common law theory. HazardousSubstances shall include, but not be limited to, hydrocarbons, petroleum,gasoline, and/or crude oil or any products, by-products or fractions thereof.Lessee shall not engage in any activity in or on the Premises which constitutesa Reportable Use of Hazardous Substances without the express prior writtenconsent of Lessor and timely compliance (at Lessee’s expense) with allApplicable Requirements. **“Reportable Use”**shall mean (i) the installation or use of any above or below ground storagetank, (ii) the generation, possession, storage, use, transportation, ordisposal of a Hazardous Substance that requires a permit from, or with respectto which a report, notice, registration or business plan is required to befiled with, any governmental authority, and/or (iii) the presence at thePremises of a Hazardous Substance with respect to which any ApplicableRequirements requires that a notice be given to persons entering or occupyingthe Premises or neighboring properties. Notwithstanding the foregoing, Lesseemay use any ordinary and customary materials reasonably required to be used inthe normal course of the Agreed Use, ordinary office supplies (copier toner,liquid paper, glue, etc.) and common household cleaning materials, so long assuch use is in compliance with all Applicable Requirements. Furthermore, Lesseemay use those materials used in its operation as a manufacturer of recreationalvehicles (including, without limitation, paint booths and the existing DST (asdefined in the Rider)] so long as such use is in compliance with all ApplicableRequirements. In addition, Lessor may condition its consent to any additionalReportable Use upon receiving such additional assurances as Lessor reasonablydeems necessary to protect itself, the public, the Premises and/or theenvironment against damage, contamination, injury and/or liability, including,but not limited to, the installation (and removal on or before Lease expirationor termination) of protective modifications if ordered by a governmental agencyhaving jurisdiction over the Property (such as concrete encasements) and/orreasonably increasing the Security Deposit.

(b)      **Duty toInform Lessor.** If Lessee knows, or has reasonable cause to believe,that a Hazardous Substance has come to be located in, on, under or about thePremises, other than as previously consented to by Lessor, Lessee shallimmediately give written notice of such fact to Lessor, and provide Lessor witha copy of any report, notice, claim or other documentation which it hasconcerning the presence of such Hazardous Substance.

(c)       **LesseeRemediation.** Lessee shall not cause or permit any HazardousSubstance to be spilled or released in, on, under, or about the premises(including through the plumbing or sanitary sewer system) and shall promptly,at Lessee’s expense, comply with all Applicable Requirements and take allinvestigatory and/or remedial action reasonably recommended, whether or notformally ordered or required, for the cleanup of any contamination of, and forthe maintenance, security and/or monitoring of the Premises or neighboringproperties, that was caused or materially contributed to by Lessee, orpertaining to or involving any Hazardous Substance brought onto the Premisesduring the term of this Lease, by or for Lessee, or any third party.

(d)      **LesseeIndemnification.** Lesseeshall indemnify, defend and hold Lessor, its agents, employees, lenders andground lessor, if any, harmless from and against any and all loss of rentsand/or damages, liabilities, judgments, claims, expenses, penalties, andattorneys’ and consultants’ fees arising out of or involving any HazardousSubstance brought onto the Premises by or for Lessee, or any third party underthe control of Lessee (provided, however, that Lessee shall have no liability underthis Lease with respect to underground migration of any Hazardous Substanceunder the premises from adjacent properties not caused or contributed to byLessee). Lessee’s obligations shall include, but not be limited to, the effectsof any contamination or injury to person, property or the environment createdor suffered by Lessee, and the cost of investigation, removal, remediation,restoration and/or abatement, and shall survive the expiration or terminationof this Lease. **No termination, cancellation or releaseagreement entered into by Lessor and Lessee shall release Lessee from itsobligations under this Lease with respect to Hazardous Substances, unlessspecifically so agreed by Lessor in writing at the time of such agreement.**

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6.3       **Lessee’sCompliance with Applicable Requirements.** Except as otherwise provided in this Lease, Lessee shall, atLessee’s sole expense, fully, diligently and in a timely manner, materiallycomply with all Applicable Requirements, the requirements of any applicablefire insurance underwriter or rating bureau, and the recommendations of Lessor’sengineers and/or consultants which relate in any manner to the such ApplicableRequirements, without regard to whether such Applicable Requirements are now ineffect or become effective after the Commencement Date. Lessee shall, within 10days after receipt of Lessor’s written request, provide Lessor with copies ofall permits and other documents, and other information evidencing Lessee’scompliance with any Applicable Requirements specified by Lessor, and shallimmediately upon receipt, notify Lessor in writing (with copies of anydocuments involved) of any threatened or actual claim, notice, citation,warning, complaint or report pertaining to or involving the failure of Lesseeor the Premises to comply with any Applicable Requirements. Likewise, Lesseeshall immediately give written notice to Lessor of: (i) any water damage to thePremises and any suspected seepage, pooling, dampness or other conditionconducive to the production of mold; or (ii) any mustiness or other odors thatmight indicate the presence of mold in the Premises.

6.4       **Inspection;****Compliance.** Lessor and Lessor’s **“Lender”** (as defined in Paragraph 30) and consultants shallhave the right to enter into Premises at any time, in the case of an emergency,and otherwise at reasonable times after reasonable notice, for the purpose ofinspecting the condition of the Premises and for verifying compliance by Lesseewith this Lease. The cost of any such inspections shall be paid by Lessor,unless a material violation of Applicable Requirements, or a HazardousSubstance Condition (see paragraph 9.1) is found to exist or be imminent. Insuch case, Lessee shall upon request reimburse Lessor for the cost of suchinspection, so long as such inspection is reasonably related to the violationor contamination. In addition, Lessee shall provide copies of all relevantmaterial safety data sheets (**MSDS**) toLessor within 10 days of the receipt of a written request therefor. Lessee’sobligations and liabilities under this Section 6.4 shall be limited to the actsand/or omissions of Lessee or any party within Lessee’s control. Lessee shallnot be obligated to pay for any costs incurred pursuant to this Section 6.4which are unreasonable.

7.         **Maintenance;Repairs, Utility Installations; Trade Fixtures and Alterations.**

7.1       **Lessee’s Obligations.**

(a)       **In General.**Subjectto the provisions of 6.3 (Lessee’s Compliance with Applicable Requirements),7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation),Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations(intended for Lessee’s exclusive use, no matter where located), and Alterationsin good order, condition and repair (whether or not the portion of the Premisesrequiring repairs, or the means of repairing the same, are reasonably orreadily accessible to Lessee, and whether or not the need for such repairsoccurs as a result of Lessee’s use, any prior use, the elements or the age ofsuch portion of the Premises), including, but not limited to, all equipment orfacilities, such as plumbing, HVAC equipment, electrical, lighting facilities,boilers, pressure vessels, fire protection system, fixtures, walls (interiorand exterior), foundations, ceilings, roofs, roof drainage systems, floors,windows, doors, plate glass, skylights, landscaping, driveways, parking lots,fences, retaining walls, signs, sidewalks and parkways located in, on, oradjacent to the Premises. Lessee, in keeping the Premises in good order,condition and repair, shall exercise and perform good maintenance practices,specifically including the procurement and maintenance of the service contractsrequired by Paragraph 7.1(b) below. Lessee’s obligations shall includerestorations, replacements or renewals when necessary to keep the Premises andall improvements thereon or a part thereof in good order, condition and stateof repair. Lessee shall, during the term of this Lease, keep the exteriorappearance of the Building in a first-class condition (including, e.g. graffitiremoval) consistent with the exterior appearance of other similar facilities ofcomparable age and size in the vicinity, including, when necessary, theexterior repainting of the Building.

(b)      **ServiceContracts.**Subject to the last sentence of this Section 7.1(b),Lessee shall, at Lessee’s sole expense, procure and maintain contracts, withcopies to Lessor, in customary form and substance for, and with contractorsspecializing and experienced in the maintenance of the following equipment andimprovements, if any, if and when installed on the Premises: (i) HVACequipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems,including fire alarm and/or smoke detection, (iv) landscaping and irrigationsystems, (v) roof covering and drains, (vi) clarifiers (vii) basic utility feedto the perimeter of the Building, and (viii) any other equipment, if reasonablyrequired by Lessor. With respect to the service contract for the HVACequipment, Lessee shall maintain in full force and effect, a preventativemaintenance and service contract with a reputable service provider formaintenance of the HVAC equipment of the Premises (the **“HVACMaintenance Contract”**). The terms and provisions of the HVACMaintenance Contract shall require that the service provider maintain thePremises’ HVAC system in accordance with the manufacturer’s recommendations andotherwise in accordance with normal, customary and reasonable practices in thegeographic area in which the Premises is located and for HVAC equipmentcomparable to the Premises, HVAC system. Within 30 days following theCommencement Date, Lessee shall procure and deliver to Lessor the HVACMaintenance Contract. Thereafter, Lessee shall provide to Lessor a copy ofrenewals or replacements of such HVAC Maintenance Contract no later than 30days prior to the then-applicable expiry date of the existing HVAC MaintenanceContract. If Lessee fails to timely deliver to Lessor the HVAC MaintenanceContract (or any applicable renewal or replacement thereof), then Lessor shallhave the right to contract directly for the periodic maintenance of the HVACequipment in the Premises and to charge the cost thereof back to Lessee asRent. Lessor acknowledges and agrees that so long as a reputable technicianthat is an employee of Lessee performs Lessee’s obligations under thisParagraph 7.1, then Lessee shall not be required to maintain contracts withthird party providers for any of (i) - (vi) above.

(c)       **Failure toPerform.** If Lessee fails to perform Lessee’s obligations under thisParagraph 7.1, Lessor may enter upon the Premises after 10 days’ prior writtennotice to Lessee (except in the case of an emergency, in which case no noticeshall be required), perform such obligations on Lessee’s behalf, and put thePremises in good order, condition and repair, and Lessee shall promptly pay toLessor a sum equal to 105% of the cost thereof.

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(d)      **Replacement**.Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7below, and without relieving Lessee of liability resulting from Lessee’sfailure to exercise and perform good maintenance practices, if an itemdescribed in Paragraph 7.1(b) cannot be repaired other than at a cost which isin excess of 50% of the cost of replacing such item, then such item shall bereplaced by Lessor, and the cost thereof shall be amortized by Lessor over theuseful life of the replacement (in accordance with GAAP), together withinterest at Prime (on a per annum basis). Lessee acknowledges that replacementsthat may be required pursuant to this Paragraph 7.1(d) shall include, but notbe limited to, replacements of the HVAC system and the roof.

7.2       **Lessor’sObligations**. Subject to the provisions of 9 (Damage or Destruction)and 14 (Condemnation), it is intended by the Parties hereto that Lessor have noobligation, in any manner whatsoever, to repair and maintain the Premises, orthe equipment therein, all of which obligations are intended to be that of theLessee. It is the intention of the Parties that the terms of this Lease governthe respective obligations of the Parties as to maintenance and repair of thePremises, and they expressly waive the benefit of any statute now or hereafterin effect to the extent it is inconsistent with the terms of this Lease.

7.3       **Utility Installations;Trade Fixtures; Alterations**.

(a)       **Definitions**.The term “**Utility Installations**” refers to allfloor and window coverings, air and/or vacuum lines, power panels, electricaldistribution, security and fire protection systems, communication cabling,lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.The term “**Trade Fixtures**” shall mean Lessee’smachinery and equipment that can be removed without doing material damage tothe Premises. The term “**Alterations**”shall mean any modification of the improvements, other than UtilityInstallations or Trade Fixtures, whether by addition or deletion. “**Lessee Owned Alterations and/or Utility Installations**” aredefined as Alterations and/or Utility Installations made by Lessee that are notyet owned by Lessor pursuant to Paragraph 7.4(a).

(b)      **Consent**.Lessee shall not make any Alterations or Utility Installations to the Premiseswithout Lessor’s prior written consent, which consent shall not be unreasonablywithheld, conditioned or delayed provided, however, that it shall not beunreasonable for Lessor to withhold its consent if Lessor has approvedAlterations equal to or greater than $50,000.00 during the preceding twelve(12) month period. Lessee may,however, make non-structural Utility Installations to the interior of thePremises (excluding the roof) without such consent but upon notice to Lessor,as long as they are not visible from the outside, do not involve puncturing,relocating or removing the roof or any existing walls, will not affect theelectrical, plumbing, HVAC, and/or life safety systems, and the cumulative costthereof during this Lease as extended does not exceed a sum equal to 6 month’sBase Rent in the aggregate or a sum equal to two month’s Base Rent in any oneyear. Notwithstanding the foregoing, Lessee shall not make or permit any roofpenetrations and/or install anything on the roof without the prior writtenconsent of Lessor, which consent shall not be unreasonably withheld,conditioned or delayed. Lessor may, as a precondition to granting suchapproval, require Lessee to utilize a contractor chosen and/or approved byLessor. Any Alterations or Utility Installations that Lessee shall desire tomake and which require the consent of the Lessor shall be presented to Lessorin written form with detailed plans. Consent shall be deemed conditioned uponLessee’s: (i) acquiring all applicable governmental permits, (ii) furnishingLessor with copies of both the permits and the plans and specifications priorto commencement of the work, and (iii) compliance with all conditions of saidpermits and other Applicable Requirements in a prompt and expeditious manner.Any Alterations or Utility Installations shall be performed in a workmanlikemanner with good and sufficient materials. If as-built plans are prepared withrespect to any Alterations or Utility installations, then once such plans havebeen prepared, Lessee shall promptly furnish Lessor with a set.

(c)       **Liens; Bonds**.Lessee shall pay, when due, all claims for labor or materials furnished oralleged to have been furnished to or for Lessee at or for use on the Premises,which claims are or may be secured by any mechanic’s or materialmen’s lienagainst the Premises or any interest therein. Lessee shall give Lessor not lessthan 10 days notice prior to the commencement of any work in, on or about thePremises, and Lessor shall have the right to post notices ofnon-responsibility. If Lessee shall contest the validity of any such lien,claim or demand, then Lessee shall, at its sole expense defend and protectitself, Lessor and the Premises against the same and shall pay and satisfy anysuch adverse judgment that may be rendered thereon before the enforcementthereof. If Lessor shall require, Lessee shall furnish a surety bond in anamount equal to 150% of the amount of such contested lien, claim or demand,indemnifying Lessor against liability for the same.

7.4       **Ownership; Removal; Surrender; and Restoration**.

(a)       **Ownership**.Subject to Lessor’s right to require removal or elect ownership as hereinafterprovided, all Alterations and Utility Installations made by Lessee shall be theproperty of Lessee, but considered a part of the Premises. Lessor may, at anytime, elect in writing to be the owner of all or any specified part of theLessee Owned Alterations and Utility Installations. Unless otherwise instructedper paragraph 7.4(b) hereof, all Lessee Owned Alterations and UtilityInstallations shall, at the expiration or termination of this Lease, become theproperty of Lessor and be surrendered by Lessee with the Premises.

(b)      **Removal**.By delivery to Lessee of written notice from Lessor not earlier than 90 and notlater than 30 days prior to the end of the term of this Lease, Lessor mayrequire that any or all Lessee Owned Alterations or Utility Installations beremoved by the expiration or termination of this Lease. Lessor may require theremoval at any time of all or any part of any Lessee Owned Alterations orUtility Installations made without the required consent.

(c)       **Surrender;Restoration**. Lessee shall surrender the Premises by the ExpirationDate or any earlier termination date, with all of the improvements, parts andsurfaces thereof broom clean and reasonably free of debris. “Ordinary wear andtear” shall not include any damage or deterioration that would have beenprevented by good maintenance practice. Lessee shall repair any damageoccasioned by the installation, maintenance or removal of Trade Fixtures,Lessee owned Alterations and/or Utility Installations, furnishings, andequipment as well as the removal of

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any storage tank installed by or for Lessee. Lesseeshall completely remove from the Premises any and all Hazardous Substancesbrought onto the Premises by or for Lessee, or any third party under thecontrol of Lessee (except Hazardous Substances which were deposited viaunderground migration from areas outside of the Premises, or if applicable, thePremises) even if such removal would require Lessee to perform or pay for workthat exceeds statutory requirements. Trade Fixtures shall remain the propertyof Lessee and shall be removed by Lessee. In addition, Lessee shall remove fromthe Premises all property which is owned by Lessee or third parties other thanLessor and Lessee shall repair any damage caused by such removal. Any personalproperty of Lessee not removed on or before the Expiration Date or any earliertermination date shall be deemed to have been abandoned by Lessee and may bedisposed of or retained by Lessor as Lessor may desire. Notwithstandinganything to the contrary set forth in this Lease, Lessor, at its election,shall have the right to cause Lessee to either (i) convey the cranes located atthe Project to Lessor pursuant to a quitclaim bill of sale (which conveyanceshall occur upon the expiration of this Lease) or (ii) remove the cranes fromthe Project, at Lessee’s sole cost and expense, pursuant to the terms of thisParagraph 7.4(c). Lessor shall notify Lessee of such election on or prior tothe expiration of this Lease. The reasonable cost of removing and disposing ofsuch property and repairing any damage to any of the Premises caused by such removalshall be paid by Lessee to Lessor upon demand. The failure by Lessee to timelyvacate the Premises pursuant to this Paragraph 7.4(c) without the expresswritten consent of Lessor shall constitute both a Default under the provisionsof Paragraph 13.2 below and a holdover under the provisions of Paragraph 26below.

8.         **Insurance; Indemnity.**

8.1       **Payment For Insurance.**Lessee shall pay for all insurancerequired under Paragraph 8 except to the extent of the cost attributable toliability insurance carried by Lessor under Paragraph 8.2(b) in excess of$2,000,000 per occurrence. Premiums for policy periods commencing prior to orextending beyond the Lease term shall be prorated to correspond to the Leaseterm. Payment shall be made monthly by Lessee to Lessor within 30 daysfollowing receipt of Lessor’s monthly rent invoice.

8.2       **Liability Insurance.**

(a)       **Carried by Lessee.** Lessee shall obtain and keep in force aCommercial General Liability policy of insurance protecting Lessee and Lessoras an additional insured against claims for bodily injury, personal injury andproperty damage based upon or arising out of the ownership, use, occupancy ormaintenance of Premises and all areas appurtenant thereto. Such insurance shallbe on an occurrence basis providing single limit coverage in an amount not lessthan $2,000,000 per occurrence with an annual aggregate of not less than$5,000,000. Lessee shall add Lessor as an additional insured by means of anendorsement at least as broad as the Insurance Service Organization’s “AdditionalInsured-Managers or Lessors of Premises” Endorsement and coverage shall also beextended to include damage caused by heat, smoke or fumes from a hostile fire.The policy shall contain a separation of insured parties provision as betweeninsured persons or organizations, but shall include coverage for liabilityassumed under this Lease as an “**insuredcontract**” for the performance of Lessee’s indemnity obligationsunder this Lease. The limits of said insurance shall not, however, limit theliability of Lessee nor relieve Lessee of any obligation hereunder. Lesseeshall provide an endorsement on its liability policy(ies) which provides thatits insurance shall be primary to and not contributory with any similarinsurance carried by Lessor, whose insurance shall be considered excessinsurance only.

(b)      **Carried by Lessor.** Lessor shall maintain liability insuranceas described in Paragraph 8.2(a), in addition to, and not in lieu of, theinsurance required to be maintained by Lessee. Lessee shall not be named as anadditional insured therein.

8.3       **Property Insurance - Building, Improvements and Rental Value.**

(a)       **Building and Improvements.** The Insuring Party shall obtain andkeep in force a policy or policies in the name of Lessor, with loss payable toLessor, any ground-lessor, and to any Lender insuring loss or damage to thePremises. The amount of such insurance shall be equal to the full insurablereplacement cost of the Premises, as the same shall exist from time to time, orthe amount required by any Lender, but in no event more than the commerciallyreasonable and available insurable value thereof. If Lessor is the InsuringParty, however, Lessee Owned Alterations and Utility Installations, TradeFixtures, and Lessee’s personal property shall be insured by Lessee underParagraph 8.4 rather than by Lessor. If the coverage is available andcommercially appropriate, such policy or policies shall insure against allrisks of direct physical loss or damage (except the perils of flood unlessrequired by a Lender), including coverage for debris removal and theenforcement of any Applicable Requirements requiring the upgrading, demolition,reconstruction or replacement of any portion of the Premises as the result of acovered loss. Said policy or policies shall also contain an agreed valuationprovision in lieu of any coinsurance clause, waiver of subrogation. If suchinsurance coverage has a deductible clause, the deductible amount shall notexceed $10,000 per occurrence, and Lessee shall be liable for such deductibleamount in the event of an Insured Loss.

(b)      **Rental Value.** The Insuring Party shall obtain and keep inforce a policy or policies in the name of Lessor with loss payable to Lessorand any Lender, insuring the loss of the full Rent for one year with anextended period of indemnity for an additional 180 days (“Rental ValueInsurance”). Said insurance shall contain an agreed valuation provision in lieuof any coinsurance clause, and the amount of coverage shall be adjustedannually to reflect the projected Rent otherwise payable by Lessee, for thenext 12 month period. Lessee shall be liable for any deductible amount in theevent of such loss.

8.4       **Lessee’s Property; Business Interruption Insurance.**

(a)       **Property Damage.** Lessee shall obtain and maintain insurancecoverage on all of Lessee’s personal property, Trade Fixtures, and Lessee OwnedAlterations and Utility Installations. Such insurance shall be full replacementcost coverage with a deductible of not to exceed $250,000 per occurrence. Theproceeds from any such insurance shall be used by Lessee for the replacement ofpersonal property, Trade Fixtures and Lessee Owned Alterations and UtilityInstallations. Lessee shall provide Lessor with written evidence that suchinsurance is in force. Notwithstandingthe terms of Section 8.6 below, Lessee shall be solely liable for any and allof such deductibles in the event of an Insured Loss.

(b)      **Business Interruption.** Lessee shall obtain and maintain lossof income and extra expense insurance in amounts as will reimburse Lessee fordirect or indirect loss of earnings attributable to all perils commonly insuredagainst by prudent lessees in the business of Lessee or attributable toprevention of access to the Premises as a result of such perils.

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(c)       **No Representationof Adequate Coverage.**Lessor makes no representation that the limits or forms of coverage ofinsurance specified herein are adequate to cover Lessee’s property, businessoperations or obligations under this Lease.

8.5       **InsurancePolicies**. Insurance required herein shall be by companies dulylicensed or admitted to transact business in the state where the Premises arelocated, and with respect to insurance carried by Lessee pursuant to Section8.2(a) above*,* maintaining during the policy term a “GeneralPolicyholders Rating” of at least A, as set forth in the most current issue of “Best’sInsurance Guide”, or such other rating as may be required by a Lender. Lesseeshall not do or permit to be done anything which invalidates the requiredinsurance policies. Lessee shall, prior to the Start Date, deliver to Lessorcertified copies of policies of such insurance or certificates evidencing theexistence and amounts of the required insurance. No such policy shall becancelable or subject to modification except after 30 days prior written noticeto Lessor. Lessee shall, at least 10 days prior to the expiration of suchpolicies, furnish Lessor with evidence of renewals or “insurance binders”evidencing renewal thereof, or Lessor may order such insurance and charge thecost thereof to Lessee, which amount shall be payable by Lessee to Lessor upondemand. Such policies shall be for a term of at least one year, or the lengthof the remaining term of this Lease, whichever is less. If either Party shallfail to procure and maintain the insurance required to be carried by it, theother Party may, but shall not be required to, procure and maintain the same.In addition, in the event that Lessee fails, at any time or from time to time,to procure and maintain the insurance required to be carried by Lessee, Lessormay impose on Lessee, as Rent, a monthly delinquency fee, for each month duringwhich Lessee fails to comply with the foregoing obligation, in an amount equalto five percent (5%) of the Base Rent then in effect.

8.6       **Waiver ofSubrogation**. Without affecting any other rights or remedies, Lesseeand Lessor each hereby release and relieve the other, and waive their entireright to recover damages against the other, for loss of or damage to itsproperty arising out of or incident to the perils required to be insuredagainst herein. The effect of such releases and waivers is not limited by theamount of insurance carried or required, or by any deductibles applicablehereto. The Parties agree to have their respective property damage insurancecarriers waive any right to subrogation that such companies may have againstLessor or Lessee, as the case may be, so long as the insurance is notinvalidated thereby.

8.7       **Indemnity**.Except for and to the extent of Lessor’s gross negligence or willfulmisconduct, Lessee shall indemnify, protect, defend and hold harmless thePremises, Lessor and its agents, Lessor’s master or ground lessor, partners andLenders, from and against any and all claims, loss of rents and/or damages,liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/orliabilities arising out of, involving, or in connection with, the use and/oroccupancy of the Premises by Lessee. If any action or proceeding is broughtagainst Lessor by reason of any of the foregoing matters, Lessee shall uponnotice defend the same at Lessee’s expense by counsel reasonably satisfactoryto Lessor and Lessor shall cooperate with Lessee in such defense. Lessor neednot have first paid any such claim in order to be defended or indemnified.

8.8       **Exemption of Lessor and its Agents from Liability**.Notwithstanding the negligence or breach of this Lease by Lessor or its agents,neither Lessor nor its agents shall be liable under any circumstances for: (i)injury or damage to the person or goods, wares, merchandise or other propertyof Lessee, Lessee’s employees, contractors, invitees, customers, or any otherperson in or about the Premises, whether such damage or injury is caused by orresults from fire, steam, electricity, gas, water or rain, indoor air quality,the presence of mold or from the breakage, leakage, obstruction or otherdefects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC orlighting fixtures, or from any other cause, whether the said injury or damage resultsfrom conditions arising upon the Premises or upon other portions of thebuilding of which the Premises are a part, or from other sources or places,(ii) any damages arising from any act or neglect of any other tenant of Lessoror from the failure of Lessor or its agents to enforce the provisions of anyother lease in the Project, or (iii) injury to Lessee’s business or for anyloss of income or profit therefrom. Instead, it is intended that Lessee’s solerecourse in the event of such damages or injury be to file a claim on theinsurance policy(ies) that Lessee is required to maintain pursuant to theprovisions of paragraph 8.

9.         **Damage or Destruction.**

9.1**       Definitions.**

(a)       **“PremisesPartial Damage”** shall mean damage or destruction to the improvementson the Premises, other than Lessee Owned Alterations and Utility Installations,which can reasonably be repaired in 6 months or less from the date of thedamage or destruction. Lessor shall notify Lessee in writing within 30 daysfrom the date of the damage or destruction as to whether or not the damage isPartial or Total. Notwithstanding the foregoing, Premises Partial Damage shallnot include damage to windows, doors, and/or other similar items which Lesseehas the responsibility to repair or replace pursuant to the provisions ofParagraph 7.1.

(b)      **“PremisesTotal Destruction”** shall mean damage or destruction to the Premises,other than Lessee Owned Alterations and Utility Installations and TradeFixtures, which cannot reasonably be repaired in 6 months or less from the dateof the damage or destruction. Lessor shall notify Lessee in writing within 45days from the date of the damage or destruction as to whether or not the damageis Partial or Total.

(c)       **“InsuredLoss”** shall mean damage or destruction to improvements on thePremises, other than Lessee Owned Alterations and Utility Installations andTrade Fixtures, which was caused by an event required to be covered by theinsurance described in Paragraph 8.3(a), irrespective of any deductible amountsor coverage limits involved.

(d)       **“ReplacementCost”** shall mean the cost to repair or rebuild the improvementsowned by Lessor at the time of the occurrence to their condition existingimmediately prior thereto, including demolition, debris removal and upgrading requiredby the operation of Applicable Requirements, and without deduction fordepreciation.

(e)       **“HazardousSubstance Condition”** shall mean the occurrence or discovery of acondition involving the presence of, or a contamination by, a HazardousSubstance as defined in Paragraph 6.2(a), in, on, or under the Premises whichrequires repair, remediation, or restoration.

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9.2       **PartialDamage - Insured Loss.** If a Premises Partial Damage that is an InsuredLoss occurs, then Lessor shall, at Lessor’s expense, repair such damage (butnot Lessee’s Trade Fixtures or Lessee Owned Alterations and UtilityInstallations) as soon as reasonably possible and this Lease shall continue infull force and effect.

9.3       **PartialDamage - Uninsured Loss.** If a Premises Partial Damage that is not anInsured Loss occurs, unless caused by a grossly negligent or willful act ofLessee (in which event Lessee shall make the repairs at Lessee’s expense),Lessor may either: (i) repair such damage as soon as reasonably possible atLessor’s expense, in which event this Lease shall continue in full force andeffect, or (ii) if the uninsured loss is greater than $1,000,000, terminatethis Lease by giving written notice to Lessee within 30 days after receipt byLessor of knowledge of the occurrence of such damage. Such termination shall beeffective 60 days following the date of such notice. In the event Lessor electsto terminate this Lease, Lessee shall have the right within 10 days afterreceipt of the termination notice to give written notice to Lessor of Lessee’scommitment to pay for the repair of such damage without reimbursement fromLessor. Lessee shall provide Lessor with said funds or satisfactory assurancethereof within 30 days after making such commitment. In such event this Leaseshall continue in full force and effect, and Lessor shall proceed to make suchrepairs as soon as reasonably possible after the required funds are available.If Lessee does not make the required commitment, this Lease shall terminate asof the date specified in the termination notice. See Rider.

9.4       **TotalDestruction.** Notwithstanding any other provision hereof, if aPremises Total Destruction occurs, this Lease shall terminate 60 days followingsuch Destruction. If the damage or destruction was caused by the gross negligenceor willful misconduct of Lessee, Lessor shall have the right to recover Lessor’sdamages from Lessee, except as provided in Paragraph 8.6. See Rider.

9.5       **Damage NearEnd of Term.** If at any time during the last 6 months of this Leasethere is damage for which the cost to repair exceeds one month’s Base Rent,whether or not an Insured Loss, Lessor may terminate this Lease effective 60days following the data of occurrence of such damage by giving a writtentermination notice to Lessee within 30 days after the date of occurrence ofsuch damage. Notwithstanding the foregoing, if Lessee at that time has anexercisable option to extend this Lease or to purchase the Premises, thenLessee may preserve this Lease by, (a) exercising such option and (b) providingLessor with any shortage in insurance proceeds (or adequate assurance thereof)needed to make the repairs on or before the earlier of (i) the date which is 10days after Lessee’s receipt of Lessor’s written notice purporting to terminatethis Lease, or (ii) the day prior to the date upon which such option expires.If Lessee duly exercises such option during such period and provides Lessorwith funds (or adequate assurance thereof) to cover any shortage in insuranceproceeds, Lessor shall, at Lessor’s commercially reasonable expense, repairsuch damage as soon as reasonably possible and this Lease shall continue infull force and effect. If Lessee fails to exercise such option and provide suchfunds or assurance during such period, then this Lease shall terminate on thedate specified in the termination notice and Lessee’s option shall beextinguished.

9.6       **Abatement ofRent; Lessee’s Remedies.**

(a)       **Abatement.**In the event of Premises Partial Damage or Premises Total Destruction or aHazardous Substance Condition for which Lessee is not responsible under theLease, the Rent payable by Lessee for the period required for the repair,remediation or restoration of such damage shall be abated in proportion to thedegree to which Lessee’s use of the Premises is impaired. All other obligationsof Lessee hereunder shall be performed by Lessee, and Lessor shall have noliability for any such damage, destruction, remediation, repair or restorationexcept as provided herein.

(b)      **Remedies.**IfLessor shall be obligated to repair or restore the Premises and does notcommence, in a substantial and meaningful way, such repair or restorationwithin 90 days after such obligation shall accrue, Lessee may, at any timeprior to the commencement of such repair or restoration, give written notice toLessor and to any Lenders of which Lessee has actual notice, of Lessee’selection to terminate this Lease on a date not less than 60 days following thegiving of such notice. If Lessee gives such notice and such repair orrestoration is commenced within such 30 days thereafter, this Lease shallterminate as of the date specified in said notice. If the repair or restorationis commenced within such 30 days, this Lease shall continue in full force andeffect. “Commence” shall mean either the unconditional authorization of thepreparation of the required plans, or the beginning of the actual work on thePremises, whichever first occurs.

9.7       **Termination;Advance Payments.** Upon termination of this Lease pursuant toParagraph 6.2(g) or Paragraph 9, an equitable adjustment shall be madeconcerning advance Base Rent and any other advance payments made by Lessee toLessor. Lessor shall, in addition, return to Lessee so much of Lessee’sSecurity Deposit as has not been, or is not then required to be, used byLessor.

10.       **Real Property Taxes**.

10.1     **Definition.**As used herein, the term “**Real Property Taxes**”shall include any form of assessment; real estate, general, special, ordinaryor extraordinary, or rental levy or tax (other than inheritance personal incomeor estate taxes); improvement bond; and/or license fee imposed upon or leviedagainst any legal or equitable interest of Lessor in the Premises or theProject, Lessor’s right to other income therefrom, and/or Lessor’s business ofleasing by any authority having the direct or indirect power to tax and wherethe funds are generated with reference to the Building address and where theproceeds so generated are to be applied by the city, county or other localtaxing authority of a jurisdiction within which the Premises are located. RealProperty Taxes shall also include any tax, fee, levy, assessment or charge, orany increase therein: (i) imposed by reason of events

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occurring during the term of this Lease, including butnot limited to, a change in the ownership of the Premises, and (ii) levied orassessed on machinery or equipment provided by Lessor to Lessee pursuant tothis Lease.

10.2              **Payment of Taxes.** In addition to Base Rent, Lessee shall payto Lessor an amount equal to the Real Property Tax installment due at least 20days prior to the applicable delinquency date. If any such installment shallcover any period of time after the expiration or termination of this Lease,Lessee’s share of such installment shall be prorated. Notwithstanding anythingto the contrary contained herein, Lessee shall be solely responsible for thetimely payment of all Real Property Taxes attributable to the period prior tothe date of this Lease.

10.3              **Joint Assessment.**If the Premises are not separatelyassessed, Lessee’s liability shall be an equitable proportion of the RealProperty Taxes for all of the land and improvements included within the taxparcel assessed, such proportion to be conclusively determined by Lessor fromthe respective valuations assigned in the assessor’s work sheets or such otherinformation as may be reasonably available.

10.4              **Personal Property Taxes.**Lessee shall pay, prior todelinquency, all taxes assessed against and levied upon Lessee OwnedAlterations, Utility Installations, Trade Fixtures, furnishings, equipment andall personal property of Lessee. When possible, Lessee shall cause its LesseeOwned Alterations and Utility Installations, Trade Fixtures, furnishings,equipment and all other personal property to be assessed and billed separately fromthe real property of Lessor. If any of Lessee’s said property shall be assessedwith Lessor’s real property, Lessee shall pay Lessor the taxes attributable toLessee’s property within 10 days after receipt of a written statement settingforth the taxes applicable to Lessee’s property.

11.                    **Utilities and Services.**Lessee shall pay for all water, gas,heat, light, power, telephone, trash disposal and other utilities and servicessupplied to the Premises, together with any taxes thereon. If any such servicesare not separately metered or billed to Lessee, Lessee shall pay a reasonableproportion, to be determined by Lessor, of all charges jointly metered orbilled. There shall be no abatement of rent and Lessor shall not be liable inany respect whatsoever for the inadequacy, stoppage, interruption ordiscontinuance of any utility or service due to riot, strike, labor dispute,breakdown, accident, repair or other cause beyond Lessor’s reasonable controlor in cooperation with governmental request or directions.

12.                    **Assignment and Subletting.**

12.1              **Lessor’s Consent Required.**

(a)                    Lessee shallnot voluntarily or by operation of law assign, transfer, mortgage or encumber(collectively, **“assign or assignment”**) or sublet all or any part of Lessee’sinterest in this Lease or in the Premises without Lessor’s prior writtenconsent, which consent shall not be unreasonably withheld, conditioned ordelayed: provided, however, that Lessee may assign its interest in this Leaseor sublet a portion of the Premises, without obtaining Lessor’s prior writtenconsent, to an entity that acquires substantially all of the assets of Lesseeor to an entity resulting from a merger or consolidation or to an entity thathas a controlling interest in Lessee provided that such transfer is for a bonafide purpose and not principally for transferring Lessee’s leasehold estate.

(b)                   Unless Lesseeis a corporation and its stock is publicly traded on a national stock exchange,a change in the control of Lessee shall constitute an assignment requiringconsent. The transfer, on a cumulative basis, of 25% or more of the votingcontrol of Lessee shall constitute a change in control for this purpose.

(c)                    Theinvolvement of Lessee or its assets in any transaction, or series oftransactions (by way of merger, sale, acquisition, financing, transfer, leveragedbuy-out or otherwise), whether or not a formal assignment or hypothecation ofthis Lease or Lessee’s assets occurs, which results or will result in areduction of the Net Worth of Lessee by an amount greater than 25% of such NetWorth as it was represented at the time of the execution of this Lease or atthe time of the most recent assignment to which Lessor has consented, or as itexists immediately prior to said transaction or transactions constituting suchreduction, whichever was or is greater, shall be considered an assignment ofthis Lease to which Lessor may withhold its consent. **“Net Worth of Lessee”** shall mean the tangible net worth ofLessee (excluding any guarantors) established under generally acceptedaccounting principles.

(d)                   An assignmentor subletting without consent shall, at Lessor’s option, be a Default curableafter notice per Paragraph 13.1(c), or a noncurable Breach without thenecessity of any notice and grace period. If Lessor elects to treat suchunapproved assignment or subletting as a noncurable Breach, Lessor mayterminate this Lease.

(e)                    Lessee’sremedy for any breach of Paragraph 12.1 by Lessor shall be limited tocompensatory damages and/or injunctive relief.

(f)                      Lessor mayreasonably withhold consent to a proposed assignment or subletting if Lessee isin Default at the time consent is requested.

(g)                   Notwithstandingthe foregoing, allowing a de minimis portion of the Premises, ie. 20 squarefeet or less, to be used by a third party vendor in connection with theinstallation of a vending machine or payphone shall not constitute asubletting.

12.2              **Terms and Conditions Applicable to Assignment and Subletting.**

(a)                    Regardless ofLessor’s consent, no assignment or subletting shall: (i) be effective withoutthe express written assumption by such assignee or sublessee of the obligationsof Lessee under this Lease, (ii) release Lessee of any obligations hereunder,or (iii) after the primary liability of Lessee for the payment of Rent or forthe performance of any other obligations to be performed by Lessee.

(b)                   Lessor mayaccept Rent or performance of Lessee’s obligations from any person other thanLessee pending approval or disapproval of the assignment. Neither a delay inthe approval or disapproval of such assignment nor the acceptance of Rent orperformance shall constitute a waiver or estoppel of Lessor’s right to exerciseits remedies for Lessee’s Default or Breach.

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(c)                    Lessor’sconsent to any assignment or subletting shall not constitute a consent to anysubsequent assignment or subletting.

(d)                   In the event ofany Default or Breach by Lessee, Lessor may proceed directly against Lessee,any Guarantors or anyone else responsible for the performance of Lessee’sobligations under this Lease, including any assignee or sublessee, withoutfirst exhausting Lessor’s remedies against any other person or entityresponsible therefor to Lessor, or any security held by Lessor.

(e)                    Each requestfor consent to an assignment or subletting shall be in writing, accompanied byinformation relevant to Lessor’s determination as to the financial andoperational responsibility and appropriateness of the proposed assignee orsublessee, including but not limited to the intended use and/or requiredmodification of the Premises, if any, together with a fee of $500 asconsideration for Lessor’s considering and processing said request. Lesseeagrees to provide Lessor with such other or additional information and/ordocumentation as may be reasonably requested. (See also Paragraph 36)

(f)                      Any assigneeof, or sublessee under, this Lease shall, by reason of accepting suchassignment, entering into such sublease, or entering into possession of thePremises or any portion thereof, be deemed to have assumed and agreed to conformand comply with each and every term, covenant, condition and obligation hereinto be observed or performed by Lessee during the term of said assignment orsublease, other than such obligations as are contrary to or inconsistent withprovisions of an assignment or sublease to which Lessor has specificallyconsented to in writing.

(g)                   Lessor’sconsent to any assignment or subletting shall not transfer to the assignee orsublessee any Option granted to the original Lessee by this Lease unless suchtransfer is specifically consented to by Lessor in writing. (See Paragraph39.2)

12.3              **Additional Terms and Conditions Applicable toSubletting.**The following terms and conditions shall apply to anysubletting by Lessee of all or any part of the Premises and shall be deemedincluded in**all subleases underthis Lease whether or not expressly incorporated therein:

(a)                    Lessee herebyassigns and transfers to Lessor all of Lessee’s interest in all Rent payable onany sublease, and Lessor may collect such Rent and apply same toward Lessee’sobligations under this Lease; provided, however, that until****a Breach shall occur in the performance ofLessee’s obligations, Lessee may collect said Rent. In**the event that the amount collected byLessor exceeds Lessee’s then outstanding obligations any such excess shall berefunded to Lessee. Lessor shall not, by reason of the foregoing or anyassignment of such sublease, nor by reason of the collection of Rent, be deemedliable to the sublessee for any failure of Lessee to perform and comply withany of Lessee’s obligations to such sublessee. Lessee hereby irrevocablyauthorizes and directs any such sublessee, upon receipt of a written noticefrom Lessor stating that a Breach exists in the performance of Lessee’sobligations under this Lease, to pay to Lessor all Rent due and to become dueunder the sublease. Sublessee shall rely upon any such notice from Lessor andshall pay all Rents to Lessor without any obligation or right to inquire as towhether such Breach exists, notwithstanding any claim from Lessee to thecontrary.

(b)                   In the event ofa Breach by Lessee, Lessor may, at its option, require sublessee to attorn toLessor, in which event Lessor shall undertake the obligations of the sublessorunder such sublease from the time of the exercise of said option to theexpiration of such sublease; provided, however, Lessor shall not be liable forany prepaid rents or security deposit paid by such sublessee to such sublessoror for any prior Defaults or Breaches of such sublessor.

(c)                    Any matterrequiring the consent of the sublessor under a sublease shall also require theconsent of Lessor.

(d)                   No sublesseeshall further assign or sublet all or any part of the Premises without Lessor’sprior written consent.

13.                    **Default; Breach; Remedies.**

13.1              **Default; Breach.**A **“Default”**is defined as a failure by theLessee to comply with or perform any of the terms, covenants, conditions orRules and Regulations under this Lease. A **“Breach”**is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cure such Default within any applicable graceperiod:

(a)                    Theabandonment of the Premises; or the vacating of the Premises without providinga commercially reasonable level of security, or where the coverage of the propertyinsurance described in Paragraph 8.3 is jeopardized as a result thereof, orwithout providing reasonable assurances to minimize potential vandalism.

(b)                   The failure ofLessee to make any payment of Rent or any Security Deposit required to be madeby Lessee hereunder, whether to Lessor or to a third party, when due withinfive (5) days after written notice from Lessor of such failure to pay on thedue date: provided, however, that if in any consecutive twelve (12) monthperiod, Lessee shall, on two (2) separate occasions, fail to pay anyinstallment of Rent on the date such installment of Rent is due, then, on thethird such occasion and on each occasion thereafter on which Lessee shall failto pay an installment of Rent on the date such installment of Rent is due,Lessor shall be relieved from any obligation to provide notice to Lessee, andLessee shall then no longer have a five (5) day period in which to cure anysuch failure.

(c)                    The failure ofLessee to pay the Security Deposit or to provide reasonable evidence ofinsurance or surety bond, or to fulfill any obligation under this Lease whichendangers or threatens life or property, where such failure continues for aperiod of 5 business days following written notice to Lessee.

(d)                   The commissionof waste, act or acts constituting public or private nuisance, and/or anillegal activity on the Premises by Lessee where such**actions continue for a period of 3 business days followingwritten notice to Lessee.

(e)                    The failure byLessee to provide (i) reasonable written evidence of compliance with ApplicableRequirements, (ii) the service contracts, (iii)**the rescission of an unauthorized assignment or subletting, (iv) anEstoppel Certificate, (v) a requested subordination, (vi)**evidence concerning any guaranty and/orGuarantor, (vii) any document requested under Paragraph 42, (viii) materialsafety data sheets (MSDS), or (ix) any other documentation or information whichLessor may reasonably requireof Lessee under the terms of this Lease, where any such failure continues for aperiod of 15 days following written notice to Lessee.

(f)                      A Default byLessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than thosedescribed in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30days after written notice; provided, however, that if the nature of Lessee’sDefault is such that more than 30 days are reasonably required for its cure, thenit shall not be deemed to bea Breach if Lessee commencessuch cure within said 30 day period and thereafter diligently prosecutes suchcure to completion.

(g)                   The occurrenceof any of the following events: (i) the**makingof any general arrangement or**assignmentfor the benefit of creditors; (ii) becoming a “**debtor**”as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in thecase of a petition filed against Lessee, the same is dismissed within 60 days);(iii) the appointment of a trustee or receiver to take possession ofsubstantially all of Lessee’s assets located at

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the Premises or of Lessee’s interest in this Lease,where possession is not restored to Lessee within 30 days; or (iv) theattachment, execution or other judicial seizure of substantially all of Lessee’sassets located at the Premises or of Lessee’s interest in this Lease, wheresuch seizure is not discharged within 30 days; provided, however, in the event that any provision ofthis subparagraph is contrary to any applicable law, such provision shall be ofno force or effect, and not affect the validity of the remaining provisions.

(h)                   The discoverythat any financial statement of Lessee or of any Guarantor given to Lessor wasmaterially false.

(i)                       If theperformance of Lessee’s obligations under this Lease is guaranteed: (i) thedeath of a Guarantor, (ii) the termination of a Guarantor’s liability withrespect to this Lease other than in accordance with the terms of such guaranty,(iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing,(iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breachof its guaranty obligation on an anticipatory basis, and Lessee’s failure,within 60 days following written notice of any such event, to provide writtenalternative assurance or security, which, when coupled with the then existingresources of Lessee, equals or exceeds the combined financial resources ofLessee and the Guarantors that existed at the time of execution of this Lease.

13.2              **Remedies**.If Lessee fails to perform any of its affirmative duties or obligations, within10 days after written notice (or in case of an emergency, without notice),Lessor may, at its option, perform such duty or obligation on Lessee’s behalf,including but not limited to the obtaining of reasonably required bonds,insurance policies, or governmental licenses, permits or approvals. Lesseeshall pay to Lessor an amount equal to 115% of the costs and expenses incurredby Lessor in such performance upon receipt of an invoice therefor. In the eventof a Breach, Lessor may, with or without further notice or demand, and withoutlimiting Lessor in the exercise of any right or remedy which Lessor may have byreason of such Breach:

(a)                    TerminateLessee’s right to possession of the Premises by any lawful means, in which casethis Lease shall terminate and Lessee shall immediately surrender possession toLessor. In such event Lessorshall be**entitled to recover from Lessee: (i) the unpaid Rentwhich had been earned at the time of termination; (ii) the worth at the time ofaward of the amount by which the unpaid rent which would have been earned aftertermination until the time of award exceeds the amount of such rental loss thatthe Lessee proves could have been reasonably avoided; (iii) the worth at thetime of award of the amount by which the unpaid rent for the balance of theterm after the time of award exceeds the amount of such rental loss that theLessee proves could be reasonably avoided; and (iv) any other amount necessaryto compensate Lessor for all the detriment proximately caused by the Lessee’sfailure to perform its obligations under this Lease or which in the ordinarycourse of things would be likely to result therefrom, including but not limitedto the cost of recovering possession of the Premises, expenses of reletting,including necessary renovation and alteration of the Premises, reasonableattorneys’ fees, and that portion of any leasing commission paid by Lessor inconnection with this Lease applicable to the unexpired term of this Lease. Theworth at the time of award of the amount referred to in provision (iii) of theimmediately preceding sentence shall be computed by discounting such amount atthe discount rate of the Federal Reserve Bank of the District within which thePremises are located at the time of award plus one percent. Efforts by Lessorto mitigate damages caused by Lessee’s Breach of this Lease shall not waiveLessor’s right to recover damages under Paragraph 12. If termination of thisLease is obtained through the provisional remedy of unlawful detainer, Lessorshall have the right to recover in such proceeding any unpaid Rent and damagesas are recoverable therein, or Lessor may reserve the right to recover all orany part thereof in a separate suit. If a notice and grace period requiredunder Paragraph 13.1 was not previously given, a notice to pay rent or quit, orto perform or quit given to Lessee under the unlawful detainer statute shallalso constitute the notice required by Paragraph 13.1. In such case, the applicablegrace period required by Paragraph 13.1 and the unlawful detainer statute shallrun concurrently, and the failure of Lessee to cure the Default within thegreater of the two such grace periods shall constitute both an unlawfuldetainer and a Breach of this Lease entitling Lessor to the remedies providedfor in this Lease and/or by said statute.

(b)                   Continue theLease and Lessee’s right to possession and recover the Rent as it becomes due,in which event Lessee may sublet or assign, subject only to reasonablelimitations. Acts of maintenance, efforts to relet, and/or the appointment of areceiver to protect the Lessor’s interests, shall not constitute a terminationof the Lessee’s right to possession.

(c)                    Pursue anyother remedy now or hereafter available under the laws or judicial decisions ofthe state wherein the Premises are located. The expiration or termination ofthis Lease and/or the termination of Lessee’s right to possession shall notrelieve Lessee from liability under any indemnity provisions of this Lease asto matters occurring or accruing during the term hereof or by reason of Lessee’soccupancy of the Premises.

13.4              **Late Charges**. Lessee hereby acknowledges that latepayment by Lessee of Rent will cause Lessor to incur costs not contemplated bythis Lease, the exact amount of which will be extremely difficult to ascertain.Such costs include, but are not limited to, processing and accounting charges, and late charges which  may be imposed upon Lessor by anyLender. Accordingly, if any Rent shall not be received by Lessor within 5 daysafter such amount shall be due, then, without any requirement for notice toLessee, Lessee shall immediately pay to Lessor a one-time late charge equal to5% of each such overdue amount or $100, whichever is greater. The Partieshereby agree that such late charge represents a fair and reasonable estimate ofthe costs Lessor will incur by reason of such late payment. Acceptance of suchlate charge by Lessor shall in no event constitute a waiver of Lessee’s Defaultor Breach with respect to such overdue amount, nor prevent the exercise of anyof the other rights and remedies granted hereunder. In the event that a latecharge is payable hereunder, whether or not collected, for 3 consecutiveinstallments of Base Rent, then notwithstanding any provision of this Lease tothe contrary, Base Rent shall, at Lessor’s option, become due and payablequarterly in advance.

13.5              **Interest**. Any monetary payment due Lessorhereunder, other than late charges, not received by Lessor, when due as toscheduled payments (such as Base Rent) or within 30 days following the date onwhich it was due for non-scheduled payment, shall bear interest from the datewhen due, as to scheduled payments, or the 31st day after it was due as non-scheduledpayments. The interest (“**Interest**”)charged shall be computed at the rate of 10% per annum but shall not exceed themaximum rate allowed by law. Interest is payable in addition to the potentiallate charge provided for in Paragraph 13.4.

13.6              **Breach by Lessor**.

(a)                    **Notice of Breach**. Lessor shall not be deemed in breach ofthis Lease unless Lessor fails within a reasonable time to perform

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an obligation required to be performed by Lessor. Forpurposes of this Paragraph, a reasonable time shall in no event be less than 30days after receipt by Lessor, and any Lender whose name and address shall havebeen furnished Lessee in writing for such purpose, of written notice specifyingwherein such obligation of Lessor has not been performed; provided, however, thatif the nature of Lessor’s obligation is such that more than 30 days arereasonably required for its performance, then Lessor shall not be in breach ifperformance is commenced within such 30 day period and thereafter diligentlypursued to completion.

14.                    **Condemnation**. If the Premises or any portion thereof aretaken under the power of eminent domain or sold under the threat of theexercise of said power (collectively “**Condemnation**”),this Lease shall terminate as to the part taken as of the date the condemningauthority takes title or possession, whichever first occurs. If more than 25%of that portion of the Premises not occupied by any building, is taken byCondemnation, or if the remaining portion of the Premises (after theCondemnation) is not reasonably sufficient for Lessee’s Agreed Use of theentire Premises, Lessee may, at Lessee’s option, to be exercised in writingwithin 10 days after Lessor shall have given Lessee written notice of suchtaking (or in the absence of such notice, within 10 days after the condemningauthority shall have taken possession) terminate this Lease as of the date thecondemning authority takes such possession. If more than 10% of the rentablesquare footage of a given Building is taken by Condemnation, then this Lease shallterminate only with respect to the impacted Building (and there shallautomatically be a pro rata adjustment to the Rent due and owing under thisLease from and after such termination based on the revised square footage ofthe Premises), but the Lease shall remain in full force and effect with respectto the other Buildings. If Lessee does not terminate this Lease in accordancewith the foregoing, this Lease shall remain in full force and effect as to theportion of the Premises remaining, except that the Base Rent shall be reducedin proportion to the reduction in utility of the Premises caused by suchCondemnation. Condemnation awards and/or payments shall be the property ofLessor, whether such award shall be made as compensation for diminution in valueof the leasehold, the value of the part taken, or for severance damages;provided, however, that Lessee shall be entitled to any compensation paid bythe condemnor for Lessee’s relocation expenses, loss of business goodwilland/or Trade Fixtures, without regard to whether or not this Lease isterminated pursuant to the provisions of this Paragraph. All Alterations andUtility Installations made to the Premises by Lessee, for purposes ofCondemnation only, shall be considered the property of the Lessee and Lesseeshall be entitled to any and all compensation which is payable therefor. In theevent that this Lease is not terminated by reason of the Condemnation, Lessorshall repair any damage to the Premises caused by such Condemnation.

16.                    **Estoppel Certificates.**

(a)                    Each Party (as“**Responding Party**”) shall within 15 daysafter written notice from the other Party (the “**RequestingParty**”) execute, acknowledge and deliver to the Requesting Party astatement in writing in form similar to the then most current “**Estoppel Certificate**” form published by theAIR Commercial Real Estate Association, plus such additional information,confirmation and/or statements as may be reasonably requested by the RequestingParty.

(b)                   If theResponding Party shall fail to execute or deliver the Estoppel Certificatewithin such 15 day period, the Requesting Party may execute an EstoppelCertificate stating that: (i) the Lease is in full force and effect withoutmodification except as may be represented by the Requesting Party, (ii) thereare no uncured defaults in the Requesting Party’s performance, and (iii) ifLessor is the Requesting Party, not more than one month’s rent has been paid inadvance. Prospective purchasers and encumbrancers may rely upon the RequestingParty’s Estoppel Certificate, and the Responding Party shall be estopped fromdenying the truth of the facts contained in said Certificate.

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17.                    **Definition of Lessor.**The term **“Lessor”** as used herein shall mean theowner or owners at the time in question of the fee title to the Premises, or,if this is a sublease, of the Lessee’s interest in the prior lease. In theevent of a transfer of Lessor’s title or interest in the Premises or thisLease, Lessor shall deliver to the transferee or assignee (in cash or bycredit) any unused Security Deposit held by Lessor. Upon such transfer orassignment (which assignment shall contain an explicit assumption of Lessor’sobligations hereunder) and delivery of the Security Deposit, as aforesaid, theprior Lessor shall be relieved of all liability with respect to the obligationsand/or covenants under this Lease accruing thereafter,. Subject to theforegoing, the obligations and/or covenants in this Lease to be performed bythe Lessor shall be binding only upon the Lessor as hereinabove defined.

18.                    **Severability.** The invalidity of anyprovision of this Lease, as determined by a court of competent jurisdiction,shall in no way affect the validity of any other provision hereof.

19.                    **Days**. Unless otherwise specificallyindicated to the contrary, the word “days” as used in this Lease shall mean andrefer to calendar days.

20.                    **Limitation on Liability**. The obligations ofLessor under this Lease shall not constitute personal obligations of Lessor orits partners, members, directors, officers or shareholders, and Lessee shalllook to the Premises, and to no other assets of Lessor, for the satisfaction ofany liability of Lessor with respect to this Lease, and shall not seek recourseagainst Lessor’s partners, members, directors, officers or shareholders, or anyof their personal assets for such satisfaction.

21.                    **Time of Essence**. Time is of the essencewith respect to the performance of all obligations to be performed or observedby the Parties under this Lease.

22.                    **No Prior or Other Agreements;****Broker Disclaimer**. This Lease contains allagreements between the Parties with respect to any matter mentioned herein, andno other prior or contemporaneous agreement or understanding shall beeffective. Lessor and Lessee each represents and warrants to the Brokers thatit has made, and is relying solely upon, its own investigation as to thenature, quality, character and financial responsibility of the other Party tothis Lease and as to the use, nature, quality and character of the Premises.Brokers have no responsibility with respect thereto or with respect to anydefault or breach hereof by either Party.

23.                    **Notices.**

23.1              **Notice Requirements**. All notices requiredor permitted by this Lease or applicable law shall be in writing and may bedelivered in person (by hand or by courier) or may be sent by regular,certified or registered mail or U.S. Postal Service Express Mail, with postageprepaid, or by facsimile transmission, and shall be deemed sufficiently givenif served in a manner specified in this Paragraph 23. The addresses notedadjacent to a Party’s signature on this Lease shall be that Party’s address fordelivery or mailing of notices. Either Party may be written notice to the otherspecify a different address for notice, except that upon Lessee’s taking possessionof the Premises, the Premises shall constitute Lessee’s address for notice. Acopy of all notices to Lessor shall be concurrently transmitted to such partyor parties at such addresses as Lessor may from time to time hereafterdesignate in writing. A copy of any notice delivered to Lessor shall also besent to (i) First Industrial Realty Trust, Inc., 311 South Wacker Drive, Suite4000, Chicago, Illinois 60606, Attn: Executive Vice President-Operations; and(ii) before May 25, 2007: Barack Ferrazzano Kirschbaum Periman & NagelbergLLP, 333 West Wacker Drive, Suite 2700, Chicago, Illinois 60606, Attn: SuzanneBessette-Smith, or after May 25, 2007: Barack Ferrazzano Kirschbaum &Nagelberg LLP, 200 West Madison Street, Suite 3900, Chicago, Illinois 60606,Attn: Suzanne Bessette-Smith.

23.2              **Date of Notice**. Any notice sent byregistered or certified mail, return receipt requested, shall be deemed givenon the date of delivery shown on the receipt card, or if no delivery date isshown, the postmark thereon. If sent by regular mail the notice shall be deemedgiven 72 hours after the same is addressed as required herein and mailed withpostage prepaid. Notices delivered by United States Express Mail or overnightcourier that guarantee next day delivery shall be deemed given 24 hours afterdelivery of the same to the Postal Service or courier. Notices transmitted byfacsimile transmission or similar means shall be deemed delivered upontelephone confirmation of receipt (confirmation report from fax machine is sufficient),provided a copy is also delivered via delivery or mail. If notice is receivedon a Saturday, Sunday or legal holiday, it shall be deemed received on the nextbusiness day.

24.                    **Waivers.**

(a)                    No waiver byLessor of the Default or Breach of any term, covenant or condition hereof byLessee, shall be deemed a waiver of any other term, covenant or conditionhereof, or of any subsequent Default or Breach by Lessee of the same or of anyother term, covenant or condition hereof. Lessor’s consent to, or approval of,any act shall not be deemed to render unnecessary the obtaining of Lessor’sconsent to, or approval of, any subsequent or similar act by Lessee, or beconstrued as the basis of an estoppel to enforce the provision or provisions ofthis Lease requiring such consent.

(b)                   The acceptanceof Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Anypayment by Lessee may be accepted by Lessor on account of moneys or damages dueLessor, notwithstanding any qualifying statements or conditions made by Lesseein connection therewith, which such statements and/or conditions shall be of noforce or effect whatsoever unless specifically agreed to in writing by Lessorat or before the time of deposit of such payment.

(c)                    THE PARTIESAGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERSRELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURESTATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

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26.                    **No Right To Holdover.**Lessee has no right to retainpossession of the Premises or any part thereof beyond the expiration ortermination of this Lease. In the event that Lessee holds over, then the BaseRent shall be increased to 125% of the Base Rent applicable immediatelypreceding the expiration or termination. Nothing contained herein shall beconstrued as consent by Lessor to any holding over by Lessee.

27.                    **Cumulative Remedies.**No remedy or election hereunder shall be deemed exclusive but shall, whereverpossible, be cumulative with all other remedies at law or in equity.

28.                    **Covenants and Conditions; Construction of Agreement.** All provisions of this Lease tobe observed or performed by Lessee are both covenants and conditions. Inconstruing this Lease, all headings and titles are for the convenience of theParties only and shall not be considered a part of this Lease. Wheneverrequired by the context, the singular shall include the plural and vice versa.This Lease shall not be construed as if prepared by one of the Parties, butrather according to its fair meaning as a whole, as if both Parties hadprepared it.

29.                    **Binding Effect; Choice of Law.** This Lease shall be binding upon the Parties, their personalrepresentatives, successors and assigns and be governed by the laws of theState in which the Premises are located. Any litigation between the Partieshereto concerning this Lease shall be initiated in the county in which thePremises are located.

30.                    **Subordination; Attornment; Non-Disturbance.**

30.1             **Subordination.** This Lease and any Option grantedhereby shall be subject and subordinate to any ground lease, mortgage, deed oftrust, or other hypothecation or security device (collectively, **“Security Device”**), now or hereafter placed upon thePremises, to any and all advances made on the security thereof, and to allrenewals, modifications, and extensions thereof. Lessee agrees that the holdersof any such Security Devices (in this Lease together referred to as **“Lender”**) shall have no liability or obligation to performany of the obligations of Lessor under this Lease. Any Lender may elect to havethis Lease and/or any Option granted hereby superior to the lien of itsSecurity Device by giving written notice thereof to Lessee, whereupon thisLease and such Options shall be deemed prior to such Security Device,notwithstanding the relative dates of the documentation or recordation thereof.

30.2             **Attornment.** In the event that Lessortransfers title to the Premises, or the Premises are acquired by another uponthe foreclosure or termination of a Security Device to which this Lease issubordinated (i) Lessee shall, subject to the non-disturbance provisions ofParagraph 30.3, attorn to such new owner, and upon request, enter into a newlease, containing all of the terms and provisions of this Lease, with such newowner for the remainder of the term hereof, or, at the election of the newowner, this Lease will automatically become a new lease between Lessee and suchnew owner, for the remainder of the term hereof, and (ii) Lessor shallthereafter be relieved of any further obligations hereunder and such new ownershall assume all of Lessor’s obligations, except that such new owner shall not:(a) be liable for any act or omission of any prior lessor or with respect toevents occurring prior to acquisition of ownership; (b) be subject to anyoffsets or defenses which Lessee might have against any prior lessor, (c) bebound by prepayment of more than one month’s rent, or (d) be liable for thereturn of any security deposit paid to any prior lessor unless such SecurityDeposit was delivered to the new owner.

30.3             **Non-Disturbance.**With respect to Security Devices entered into by Lessor after the execution ofthis Lease, Lessee’s subordination of this Lease shall be subject to receivinga commercially reasonable non-disturbance agreement (a **“Non-DisturbanceAgreement”**) from the Lender which Non-Disturbance Agreement providesthat Lessee’s possession of the Premises, and this Lease, including any optionsto extend

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the term hereof, will not be disturbed so long asLessee is not in Breach hereof and attorns to the record owner of the Premises.Further, within 60 days after the execution of this Lease. Lessor shall, ifrequested by Lessee, use its commercially reasonable efforts to obtain aNon-Disturbance Agreement from the holder of any pre-existing Security Devicewhich is secured by the Premises.

30.4             **Self-Executing.**The agreements contained inthis Paragraph 30 shall be effective without the execution of any furtherdocuments; provided, however, that, upon written request from Lessor or aLender in connection with a sale, financing or refinancing of the Premises,Lessee and Lessor shall execute such further writings as may be reasonablyrequired to separately document any subordination, attornment and/orNon-Disturbance Agreement provided for herein.

31.                    **Attorneys’ Fees.**if any Party or Broker brings an action orproceeding involving the Premises whether founded in tort, contract or equity,or to declare rights hereunder, the Prevailing Party (as hereafter defined) inany such proceeding, action, or appeal thereon, shall be entitled to reasonableattorneys’ fees. Such fees may be awarded in the same suit or recovered in aseparate suit, whether or not such action or proceeding is pursued to decisionor judgment. The term, **“Prevailing Party”**shall include, without limitation, a Party or Broker who substantially obtainsor defeats the relief sought, as the case may be, whether by compromise,settlement, judgment, or the abandonment by the other Party or Broker of itsclaim or defense. The attorneys’ fees award shall not be computed in accordancewith any court fee schedule, but shall be such as to fully reimburse allattorneys’ fees reasonably incurred.

32.                    **Lessor’s Access; Showing Premises; Repairs.**Lessor andLessor’s agents shall have the right to enter the Premises at any time, in thecase of an emergency, and otherwise at reasonable times after reasonable priornotice for the purpose of showing the same to prospective purchasers, lenders,or tenants, and making such alterations, repairs, improvements or additions tothe Premises as Lessor may deem necessary or desirable and the erecting, usingand maintaining of utilities, services, pipes and conduits through the Premisesand/or other premises as long as there is no material adverse effect to Lessee’suse of the Premises. All such activities shall be without abatement of rent orliability to Lessee.

33.**                    Auctions.**Lesseeshall not conduct, nor permit to be conducted, any auction upon the Premiseswithout Lessor’s prior written consent. Lessor shall not be obligated toexercise any standard of reasonableness in determining whether to permit anauction.

34.**                    Signs.**Lessor may place on the Premises ordinary **“For Sale”**signs at any time and ordinary **“For Lease”**signs during the last 6 months of the term hereof. Except for ordinary “forsublease” signs, Lessee shall not place any sign upon the Premises withoutLessor’s prior written consent. All signs must comply with all ApplicableRequirements.

35.                    **Termination;****Merger.** Unlessspecifically stated otherwise in writing by Lessor, the voluntary or othersurrender of this Lease by Lessee, the mutual termination or cancellationhereof, or a termination hereof by Lessor for Breach by Lessee, shallautomatically terminate any sublease or lesser estate in the Premises;provided, however, that Lessor may elect to continue any one or all existingsubtenancies. Lessor’s failure within 10 days following any such event to electto the contrary by written notice to the holder of any such lesser interest,shall constitute Lessor’s election to have such event constitute thetermination of such interest.

36.                    **Consents.**Except as otherwise provided herein, wherever inthis Lease the consent of a Party is required to an act by or for the otherParty, such consent shall not be unreasonably withheld or delayed. Lessor’sactual reasonable costs and expenses (including but not limited to architects’,attorneys’, engineers’ and other consultants’ fees) incurred in theconsideration of or response to, a request by Lessee for any Lessor consent,including but not limited to consents to an assignment, a subletting or thepresence or use of a Hazardous Substance, shall be paid by Lessee upon receiptof an invoice and supporting documentation therefor. Lessor’s consent to anyact, assignment or subletting shall not constitute an acknowledgment that noDefault or Breach by Lessee of this Lease exists, nor shall such consent bedeemed a waiver of any then existing Default or Breach, except as may beotherwise specifically stated in writing by Lessor at the time of such consent.The failure to specify herein any particular condition to Lessor’s consentshall not preclude the imposition by Lessor at the time of consent of suchfurther or other conditions as are then reasonable with reference to theparticular matter for which consent is being given. In the event that eitherParty disagrees with any determination made by the other hereunder andreasonably requests the reasons for such determination, the determining party shallfurnish its reasons in writing and in reasonable detail within 10 business daysfollowing such request.

37.                    **Guarantor.**

37.1**             Execution.** TheGuarantor shall execute a guaranty in the form attached to the Rider and suchGuarantor shall have the same obligations as Lessee under this Lease.

37.2.**          Default.**It shallconstitute a Default of the Lessee if Guarantor fails or refuses, upon requestto provide: (a) evidence of the execution of the guaranty, including theauthority of the party signing on Guarantor’s behalf to obligate Guarantor, andin the case of a corporate Guarantor, a certified copy of a resolution of itsboard of directors authorizing the making of such guaranty, (b) currentfinancial statements, (c) an Estoppel Certificate, or (d) written confirmationthat the guaranty is still in effect.

38.**                    QuietPossession.** Subject to payment by Lessee of the Rent and performance of allof the covenants, conditions and provisions on Lessee’s part to be observed andperformed under this Lease, Lessee shall have quiet possession and quietenjoyment of the Premises during the term hereof.

39.**                    Options.**If Lessee is granted an Option, as defined below, then the following provisionsshall apply.

39.1**             Definition.****“Option”**shall mean: (a) the right toextend the term of or renew this Lease or to extend or renew any lease that

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Lessee has on other property of Lessor; (b) the rightof first refusal or first offer to lease either the Premises or other propertyof Lessor; (c) the right to purchase or the right of first refusal to purchasethe Premises or other property of Lessor.

39.3             **MultipleOptions.** In the eventthat Lessee has any multiple Options to extend or renew this Lease, a laterOption cannot be exercised unless the prior Options have been validlyexercised.

39.4             **Effect ofDefault on Options.**

(a)                    Lessee shallhave no right to exercise an Option: (i) during the period commencing with thegiving of any notice of Default and continuing until said Default is cured,(ii) during the period of time any Rent is unpaid (without regard to whethernotice thereof is given Lessee), (iii) during the time Lessee is in Breach ofthis Lease, or (iv) in the event that Lessee has been given 3 or more noticesof separate Default, whether or not the Defaults are cured, during the 12 monthperiod immediately preceding the exercise of the Option.

(b)                   The period oftime within which an Option may be exercised shall not be extended or enlargedby reason of Lessee’s inability to exercise an Option because of the provisionsof Paragraph 39.4(a).

(c)                    An Optionshall terminate and be of no further force or effect, notwithstanding Lessee’sdue and timely exercise of the Option, if, after such exercise and prior to thecommencement of the extended term or completion of the purchase, (i) Lessee failsto pay Rent for a period of 30 days after such Rent becomes due (providedLessor has provided Lessee with written notice of such failure to pay Rent), or(ii) if Lessee commits a Breach of this Lease.

40.                    **Multiple Buildings.**If the Premises are a part of a group of buildings controlled by Lessor, Lesseeagrees that it will abide by and conform to all reasonable rules andregulations which Lessor may make from time to time for the management, safety,and care of said properties, including the care and cleanliness of the groundsand including the parking, loading and unloading of vehicles, and to cause itsemployees, suppliers, shippers, customers, contractors and invitees to so abideand conform.

41.                    **Security Measures.**Lessee hereby acknowledges that the Rent payable to Lessor hereunder does notinclude the cost of guard service or other security measures, and that Lessorshall have no obligation whatsoever to provide same. Lessee assumes allresponsibility for the protection of the Premises, Lessee, its agents andinvitees and their property from the acts of third parties.

42.                    **Reservations.**Lessor reserves to itself the right, from time to time, to grant, without theconsent or joinder of Lessee, such easements, rights and dedications thatLessor deems necessary, and to cause the recordation of parcel maps andrestrictions, so long as such easements, rights, dedications, maps andrestrictions do not unreasonably interfere with the use of the Premises byLessee. Lessee agrees to sign any documents reasonably requested by Lessor toeffectuate any such easement rights, dedication, map or restrictions.

43.                    **Performance Under Protest.**If at any time a dispute shall arise as to any amount or sum of money to bepaid by one Party to the other under the provisions hereof, the Party againstwhom the obligation to pay the money is asserted shall have the right to makepayment “under protest” and such payment shall not be regarded as a voluntarypayment and there shall survive the right on the part of said Party to institutesuit for recovery of such sum. If it shall be adjudged that there was no legalobligation on the part of said Party to pay such sum or any part thereof, saidParty shall be entitled to recover such sum or so much thereof as it was notlegally required to pay. A Party who does not initiate suit for the recovery ofsums paid “under protest” with 6 months shall be deemed to have waived itsright to protest such payment.

44.                    **Authority; Multiple Parties; Execution.**

(a)                    If eitherParty hereto is a corporation, trust, limited liability company, partnership,or similar entity, each individual executing this Lease on behalf of suchentity represents and warrants that he or she is duly authorized to execute anddeliver this Lease on its behalf. Each Party shall, within 30 days afterrequest, deliver to the other Party satisfactory evidence of such authority.

(b)                   If this Leaseis executed by more than one person or entity as “Lessee”, each such person orentity shall be jointly and severally liable hereunder. It is agreed that anyone of the named Lessees shall be empowered to execute any amendment to thisLease, or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the named Lessees had executedsuch document.

(c)                    This Lease maybe executed by the Parties in counterparts, each of which shall be deemed anoriginal and all of which together shall constitute one and the sameinstrument.

45.                    **Conflict.** Anyconflict between the printed provisions of this Lease and typewritten orhandwritten provisions shall be controlled by the typewritten or handwrittenprovisions.

46.                    **Offer.**Preparation of this Lease by either Party or their agent and submission of sameto the other Party shall not be deemed an offer to lease to the other Party.The Lease is not intended to be binding until executed and delivered by allParties hereto.

47.                    **Amendments.**This Lease may be modified only in writing, signed by the Parties in interestat the time of the modification. As long as they do not materially changeLessee’s obligations hereunder, Lessee agrees to make such reasonablenon-monetary modifications to this Lease as may be reasonably required by aLender in connection with the obtaining of normal financing or refinancing ofthe Premises.

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49.                    **Mediation and Arbitration of Disputes.** An Addendum requiringthe Mediation and/or the Arbitration of all disputes between the Parties and/orBrokers arising out of this Lease o is x is not attachedto this Lease.

50.                    **Americans with Disabilities Act.** Since compliance with theAmericans with Disabilities Act (ADA) is dependent upon Lessee’s specific useof the Premises, Lessor makes no warranty or representation as to whether or notthe Premises comply with ADA or any similar legislation. In the event thatLessee’s use of the Premises requires modifications or additions to thePremises in order to be in ADA compliance, Lessee agrees to make any suchnecessary modifications and/or additions at Lessee’s expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWEDTHIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTIONOF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIESHEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASEARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR ANDLESSEE WITH RESPECT TO THE PREMISES.

**ATTENTION: NO REPRESNTATION ORRECOMMENDATION IS MADE BY THE AIR COMMERICAL REAL ESTATE ASSOCIATION OR BY ANYBROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THISLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:**

**1.****                         SEEKADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.**

**2.****                         RETAINAPPRORIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCEOF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THEPREMISES FOR LESSEE’S INTENDED USE.**

**WARNING: IF THE PREMISES ISLOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAYNEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISESIS LOCATED.**

The parties hereto have executed this Lease at theplace and on the dates specified above their respective signatures.
| Executed at:                                                                                  |                    |                                        | Executed at:                      |                              |
|-----------------------------------------------------------------------------------------------|-------------------------|---------------------------------------------|-----------------------------------|-----------------------------------|
| On:                                                                                           |                    |                                        | On:                               |                              |
| ** **                                                                                    | ** **              | ** **                                  | ** **                        |
| By**LESSOR:**                                                                                 | ** **              | By**LESSEE:**                               |
| First Industrial, L.P., a Delaware Limited  partnership                                       |                    | National RV, Inc., a California corporation |
| By: First Industrial  Realty Trust, Inc., a Maryland corporation and its sole general partner |                    |                                        |
| By:                                                                                           |                    |                                        | By:                               | /s/ Tom Martini                   |
| Name Printed:                                                                                 |                    |                                        | Name Printed:                     | Tom Martini                       |
| Title:                                                                                        |                    |                                        | Title:                            | CFO                               |
|                                                                                          |                    |                                        | By:                               |                              |
|                                                                                          |                    |                                        | Name Printed:                     |                              |
|                                                                                          |                    |                                        | Title:                            |                              |
| Title:                                                                                        |                    |                                        | Address:                          |                              |
| Address:                                                                                      | 114 Pacifica, Suite 220 |                                        |                              |                              |
| Irvine, California 92618                                                                      |                    | Telephone:                                  | (      ) |
| Telephone:                                                                                    | (949) 486-1970          |                                        | Facsimile:                        | (      ) |
| Facsimile:                                                                                    | (949) 486-1971          |                                        | Federal ID No.                    |                              |
| Federal ID No.                                                                                |                    |                                        |                              |                              |
|                                                                                               |                         |                                             |                                   |                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| **BROKER:**    | ** **                        | **BROKER:** |
|----------------|-----------------------------------|-------------|
|           |                              |        |
|           |                              |        |
| Attn:          |                              |        | Attn: |   |
| Title:         |                              |        | Title: |   |
| Address:       |                              |        | Address: |   |
|           |                              |        |   |
| Telephone:     | (      ) |        | Telephone: | (      ) |
| Facsimile:     | (      ) |        | Facsimile: | (      ) |
| Federal ID No. |                              |        | Federal ID No. |   |
|                |                                   |             |  |  |  |  |  |  |  |  |  |  |  |

 

**NOTICE: These forms are often modified to meetchanging requirements of law and industry needs. Always write or call to makesure you are utilizing the most current form: AIR Commerical Real EstateAssociation, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No.**(**213**)**687-8777. Fax No.:**(**213**)**687-8616.**

**© Copyright 2001 - By AIRCommercial Real Estate Association. All Rights reserved.**

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**No partof these works may be reproduced in any form without permission in writing.**

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**RIDER**

ThisRider (**“Rider”**)****is a part of and incorporated into thatcertain Standard Industrial/Commercial Single-Tenant Lease-Net (the **“Original Lease;”**the Original Lease,together with the Rider, the **“Lease”**)****dated as of May 18, 2007 by and betweenFirst Industrial, L.P., a Delaware limited partnership (**“Lessor”*)***andNational RV, Inc., a California corporation (**“Lessee”**)for the Premises known as 100 W. Sinclair Street, Perris, California.Capitalized terms used herein and not otherwise defined herein shall have themeanings ascribed to them in the Original Lease.

1.                          Conflict. If there is a conflict between the terms of this Rider and theOriginal Lease, the terms of this Rider shall control.

2.                          Base Rent. Lessee shall pay Base Rent to Lessor in monthly installments, inadvance, on the first day of each and every calendar month during the OriginalTerm in the amounts and for the periods set forth below:
| Lease Period                 | ** ** | **Monthly Base Rent** | ** ** |
|-----------------------------------|------------|---------------------------------|------------|
| May 18, 2007 – May 31, 2008  |       | $                               | 80,767.10  |   |
| June 1, 2008 – May 31, 2009  |       | $                               | 83,190.11  |   |
| June 1, 2009 – May 31, 2010  |       | $                               | 85,685.81  |   |
| June 1, 2010 – May 31, 2011  |       | $                               | 88,256.38  |   |
| June 1, 2011 – May 31, 2012  |       | $                               | 90,904.07  |   |
| June 1, 2012 – May 31, 2013  |       | $                               | 93,631.19  |   |
| June 1, 2013 – May 31, 2014  |       | $                               | 96,440.13  |   |
| June 1, 2014 – May 31, 2015  |       | $                               | 99,333.33  |   |
| June 1, 2015 – May 31, 2016  |       | $                               | 102,313.33 |   |
| June 1, 2016 –  May 31, 2017 |       | $                               | 105,382.73 |   |

 

3.                         Damage

3.1                     Damage Arising Prior to Date of Lease. Notwithstanding anything to the contrary setforth in the Lease, including, but not limited to Section 9 of the OriginalLease, in the event of any damage or destruction or other casualty to thePremises (collectively, **“Damage”**)****that occurred prior to the CommencementDate, Lessee shall not be permitted to (i) receive any rental abatement or (ii)terminate the Lease on the basis of such Damage.

3.2                     Completion of Repairs/Restoration. The following shall be added to the end ofSection 9.3 of the Original Lease: “Lessee shall have the right to terminatethe Lease if Lessor fails to substantially complete any repairs or restorationwithin one hundred eighty (180) daysfollowing the occurrence of such damage or destruction provided (i) such delayin Lessor’s

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completion of the repairs orrestoration is not due to the acts of Lessee or any party within the control ofLessee or as a result of a labor dispute, public emergency, shortage of fuel,supplies or labor or any other cause, whether similar or dissimilar, beyondLessor’s reasonable control and (ii) Lessee delivers a termination notice toLessor prior to the repairs or restoration being substantially completed.”

3.3                     Damage to Particular Building(s). Notwithstanding anything to the contrary setforth in the Original Lease, each of Building Four and Building Five shall beregarded independently for purposes of determining Premises Total Destruction.In the event that the damage or destruction to a particular Buildingconstitutes Premises Total Destruction, then the Lease shall terminate onlywith respect to the impacted Building (and there shall automatically be a prorata adjustment to the Rent due and owing under this Lease from and after suchtermination based on the revised square footage of the Premises), but the Leaseshall remain in full force and effect with respect to the other Building.

4.                          Financial Information. From time to time during the Term but on nomore than one (1) occasion per calendar year except in connection with (i) afinancing or refinancing of the Premises by Lessor; (ii) a sale by Lessor ofthe Premises; or (iii) a Default or Breach by Lessee of the Lease, Lessee shalldeliver to Lessor information and documentation describing and concerningLessee’s financial condition, and in form and substance reasonably acceptableto Lessor, within fifteen (15) business days following Lessor’s written requesttherefor. Upon Lessor’s request, Lessee shall provide to Lessor the mostcurrently available audited financial statement of Lessee; and if no suchaudited financial statement is available, then Lessee shall instead deliver toLessor its most currently available balance sheet and income statement.Furthermore, upon the delivery of any such financial information from time totime during the Term, Lessee shall be deemed to automatically represent andwarrant to Lessor that the financial information delivered to Lessor is true,accurate and complete, and that there has been no adverse change in thefinancial condition of Lessee since the date of the then-applicable financialinformation. Lessor shall maintain such financial information in strictconfidence, except that Lessor may disclose such financial information toLessor’s lenders and potential buyers provided that they shall maintain suchfinancial information in strict confidence as well.

5.                         Optionto Renew.

5.1                     Lessee shall have the option **(“Renewal Option”)**to renew the Lease fortwo (2) consecutive terms of sixty (60) months each (each, a **“Renewal Term”**), on all the same terms andconditions set forth in the Lease, except that initial Base Rent during eachRenewal Term shall be equal to Fair Market Rent (as defined in **Section 5.2**below). Lessee shall deliverwritten notice to Lessor of Lessee’s election to exercise the Renewal Option **(“Renewal Notice”)**not less than six (6)months, nor more than twelve (12) months, prior to the expiration date of theOriginal Term or the then-applicable Renewal Term; and if Lessee fails totimely deliver the Renewal Notice to Lessor, then Lessee shall automatically bedeemed to have irrevocably waived and relinquished the entire Renewal Option.

5.2                     **“Fair Market Rent”**shall be determined by Lessor, in its sole,but good faith, discretion based upon the annual base rental rates then beingcharged (as of the date on which Lessee delivers the Renewal Notice) in theindustrial market sector of the geographic area

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where the buildings aresituated for comparable space and for a lease term commencing on or about thecommencement date of the applicable Renewal Term and equal in duration to theapplicable Renewal Term, taking into consideration: the geographic location,quality and age of the applicable buildings; the location and configuration ofthe relevant space within the applicable building; the extent of service to beprovided to the proposed lessee thereunder; applicable distinctions between “gross”lease and “net” leases; the creditworthiness and quality of Lessee; leasingcommissions; and any other relevant term or condition in making suchevaluation, as reasonably determined by Lessor. In no event, however (andnotwithstanding any provision to the contrary in **Section 5.3**below), shall the Fair Market Rent ever be lessthan the rate of Base Rent in effect as of the expiration date of the one (1)year period immediately preceding the expiration date of the then-applicableTerm (the **“Renewal Rent Floor”**)**.**Lessor shall notify Lessee of Lessor’sdetermination of Fair Market Rent for the applicable Renewal Term, in writing(the **“Base Rent Notice”**)****within thirty (30) days after receivingthe applicable Renewal Notice.

5.3                     Lessee shall then have fifteen (15) days afterLessor’s delivery of the Base Rent Notice in which to advise Lessor, in writing(the **“Base Rent Response Notice”**)whether Lessee (i) is prepared to accept the Fair Market Rent established byLessor in the Base Rent Notice and proceed to lease the Premises, during theapplicable Renewal Term, at that Fair Market Rent; or (ii) elects to withdrawand revoke its Renewal Notice, whereupon the entire Renewal Option shallautomatically be rendered null and void; or (iii) elects to contest Lessor’sdetermination of Fair Market Rent. In the event that Lessee fails to timelydeliver the Base Rent Response Notice, then Lessee shall automatically bedeemed to have elected (i) above. Alternatively, if Lessee timely elects (ii),then the Lease shall expire on the original expiration date of the OriginalTerm or the first Renewal Term, as the case may be. If, however, Lessee timelyelects (iii), then the following provisions shall apply:

5.3.1    The Fair Market Rent shallbe determined by either the Independent Brokers or the Determining Broker, asprovided and defined below, but in no event shall the Fair Market Rent be lessthan the Renewal Rent Floor.

5.3.2    Within fifteen (15) daysafter Lessee delivers its Base Rent Response Notice, electing the option providedin clause (iii) of **Section 5.3,**each of Lessor and Lessee shall advise the other, in writing (the **“Arbitration Notice”**) of both (i) theidentity of the individual that each of Lessor and Lessee, respectively, isdesignating to act as Lessor’s or Lessee’s, as the case may be, duly authorizedrepresentative for purposes of the determination of Fair Market Rent pursuantto this **Section 5.3**(the **“Representatives”**);****and (ii)****a list of three (3) proposed licensed real estate brokers, any ofwhich may serve as one of the Independent Brokers (collectively, the **“Broker Candidates”**).****Each Broker Candidate:

(A)          shall be duly licensed in the jurisdiction in which the Premises islocated;

(B)            shall have at least five (5) years’experience, on a full-time basis, leasing industrial space(warehouse/distribution/ancillary office) in the same general geographic areaas that in which the Premises is located, and at least three (3) of thosefive (5)

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years of experience shallhave been consecutive and shall have elapsed immediately preceding the date onwhich Lessee delivers the Renewal Notice; and

(C)            shall be independent and have no then-pending(as of the date Lessor or Lessee designates the broker as a Broker Candidate)brokerage relationship, formal or informal, oral or written, with any or all ofLessor, Lessee, and any affiliates of either or both of Lessor and Lessee **(“Brokerage Relationship”**),****nor may there have been any such BrokerageRelationship at any time during the two (2) year period immediately preceding thebroker’s designation, by Lessor or Lessee, as a Broker Candidate.

5.3.3    Within fifteen (15) daysafter each of Lessor and Lessee delivers its Arbitration Notice to the other,Lessor and Lessee shall cause their respective Representatives to conduct a telephonicmeeting at a mutually convenient time. At that meeting, the two (2)Representatives shall examine the list of six (6) Broker Candidates and shalleach eliminate two (2) names from the list on a peremptory basis. In order toeliminate four (4) names, first, the Lessee’s Representative shall eliminate aname from the list and then the Lessor’s Representative shall eliminate a nametherefrom. The two (2) Representatives shall alternate in eliminating namesfrom the list of six (6) Broker Candidates in this manner until each of themhas eliminated two (2) names. The two (2) Representatives shall immediatelycontact the remaining two (2) Broker Candidates (the **“Independent Brokers”**),****andengage them, as behalf of Lessor and Lessee, to determine the Fair Market Rentin accordance with the provisions of this **Section5.3.**

5.3.4    The Independent Brokersshall determine the Fair Market Rent within thirty (30) days of theirappointment. Lessor and Lessee shall each make a written submission to theIndependent Brokers (no more than ten (10) pages in length, in the aggregate,per submitting party), advising of the rate that the submitting party believesshould be the Fair Market Rate, together with whatever written evidence orsupporting data that the submitting party desires in order to justify itsdesired rate of Fair Market Rent; provided, in all events, however, that theaggregate maximum length of each party’s submission shall not exceed ten (10)pages (each such submission package, a **“FMRSubmission”**).****The IndependentBrokers shall be obligated to choose one (1) of the parties’ specific proposedrates of Fair Market Rent, without being permitted to effectuate any compromiseposition

5.3.5    In the event, however,that the Independent Brokers fail to reach agreement, within twenty (20) daysafter the date on which both Lessor and Lessee deliver the FMR Submissions tothe Independent Brokers (the **“DecisionPeriod”**),****as to whichof the two (2) proposed rates of Fair Market Rent should be selected, then,within five (5) days after the expiration of the Decision Period, theIndependent Brokers shall jointly select a real estate broker who (x) meets allof the qualifications of a Broker Candidate, but was not included in theoriginal list of six (6) Broker Candidates; and (y) is not affiliated with anyor all of (A) either or both of the Independent Brokers and (B) the real estatebrokerage companies with which either or both of the Independent Brokers isaffiliated (the **“Determining Broker”**).The Independent Brokers shall engage the Determining Broker on behalf of Lessorand Lessee (but without expense to the Independent Brokers), and shall deliverthe FMR Submissions to the Determining Broker within five (5) days after thedate on which the Independent Brokers select the Determining Broker pursuant tothe preceding sentence (the **“SubmissionPeriod”**).

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5.3.6    The Determining Brokershall make a determination of the Fair Market Rent within twenty (20) daysafter the date on which the Submission Period expires. The Determining Brokershall be required to select one of the parties’ specific proposed rates of FairMarket Rent, without being permitted to effectuate any compromise position.

5.3.7    The decision of theIndependent Brokers or the Determining Broker, as the case may be, shall beconclusive and binding on Lessor and Lessee, and neither party shall have anyright to contest or appeal such decision. Judgment may be entered, in a courtof competent jurisdiction, upon the decision of the Independent Brokers or theDetermining Broker, as the case may be.

5.3.8    In the event that theOriginal Term or the first Renewal Term, as the case may be, expires and thesubject Renewal Term commences prior to the date on which the IndependentBrokers or the Determining Broker, as the case may be, renders their/itsdecision as to the Fair Market Rent, then from the commencement date of thesubject Renewal Term through the date on which the Fair Market Rent isdetermined under this **Section 5.3**(the**“Determination Date”**),****Lessee shall pay monthly Base Rent toLessor at a rate equal to 105% of the rate of monthly Base Rent in effect onthe expiration date of the Original Term or the first Renewal Term, asapplicable (the **“Temporary Base Rent”**).****Within ten (10) business days after theDetermination Date, Lessor shall pay to Lessee, or Lessee shall pay to Lessor,depending on whether the Fair Market Rent is less than or greater than theTemporary Base Rent, whatever sum that Lessor or Lessee, as the case may be,owes the other (the **“Catch-Up Payment”**),****based on the Temporary Base Rent actuallypaid and the Fair Market Rent due (as determined by the Independent Brokers orthe Determining Broker, as the case may be) during that portion of the RenewalTerm that elapses before the Catch-Up Payment is paid, in full (together withinterest thereon, as provided below). The Catch-Up Payment shall bear interestat the rate of Prime (defined below), plus five percent (5.0%) per annum fromthe date each monthly component of the Catch-Up Payment would have been due,had the Fair Market Rent been determined prior to the commencement of theRenewal Term, through the date on which the Catch-Up Payment is paid, in full(inclusive of interest thereon). For purposes hereof, **“Prime”**shall mean the per annum rate ofinterest publicly announced by Wells Fargo Bank, N.A. (or its successor), fromtime to time, as its **“prime”** or **“base”** or **“reference”**rate of interest.

5.3.9    The party whose proposedrate of Fair Market Rent is not selected by the Independent Brokers or the DeterminingBroker, as the case may be, shall bear all costs of all counsel, experts orother representatives that are retained by both parties, together with allother costs of the arbitration proceeding described in this **Section 5.3**, including, without limitation,the fees, costs and expenses imposed or incurred by any or all of theIndependent Brokers and the Determining Broker.

5.3.10  Unless otherwise expresslyagreed in writing, during the period of time that any arbitration proceeding ispending under this **Section 5.3**,Lessor and Lessee shall continue to comply with all those terms and provisionsof the Lease that are not the subject of their dispute and arbitrationproceeding, most specifically including, but not limited to, Lessee’s monetaryobligations under the Lease; and, with respect to the payment of Base Rentduring that

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portion of the Renewal Termthat elapses during the pendency of any arbitration proceeding under this **Section 5.3,** the provisions of **Section 5.3.8**shall apply.

5.3.11  During any period of time that an arbitrationis pending or proceeding under this **Section5.3,**Lessee shall have no right to assign the Lease or enter intoany sublease for all or any portion of the Premises, notwithstanding anyprovision to the contrary in the Lease. Furthermore, if the Lease requires thatLessor perform any lessee improvement work in connection with the Renewal Term,Lessor shall be relieved of any such obligation during the pendency of anyarbitration proceeding under this **Section 5.3.**

6.                          Obligations. The obligations of Lessee under the Lease shall be guaranteed byGuarantor pursuant to the terms of the Guaranty attached hereto as **Exhibit A.**

7.                          Security Deposit.

7.1                   L/C. Simultaneously with the execution and delivery of the Lease, Lesseeshall deliver to Lessor an irrevocable letter of credit (**“L/C”**) issued by a national U.S. bankinginstitution reasonably acceptable to Lessor, and in form and substancereasonably satisfactory to Lessor, in the amount set forth in Section 1.6(b) ofthe Original Lease (the **“Security”**),subject to adjustment as set forth in **Section7.2**below, representing security for the performance by Lessee ofthe covenants and obligations set forth in the Lease. In addition to any otheritems that Lessor may reasonably require, the L/C shall: (a) name Lessor as itsbeneficiary; (b) have an initial term of no less than one year; (c)automatically renew for one year periods unless the issuer provides Lessor withat least 60 days’ advance written notice that the L/C will not be renewed; (d)the L/C shall permit partial draws; (e) the sole and exclusive condition to anydraw on the L/C shall be that Lessor certifies to the issuer that one or moreof the following is/are true: (i) Lessee is the debtor in a pendingbankruptcy proceeding; (ii) Lessee is not in compliance with any of the termsof the Lease; and (iii) the Guarantor is not in compliance with the termsof the Guaranty, and (f) be transferable to successor lessors on as manyoccasions as desired. Notwithstanding the foregoing, in the event that: (x) theexpiration date of any L/C occurs before the Expiration Date, (y) the issuerhas advised Lessor that the issuer will not automatically renew the L/C; and(z) Lessee fails to deliver to Lessor at least forty-five (45) days prior to theexpiration of such L/C either (A) an amendment thereto extending the expirationdate of such LC for not less than twelve (12) months, or (B) a new L/C, in formand substance in accordance with (a) through (f) above and otherwisesatisfactory to Lessor (in its reasonable discretion), then Lessor may draw onsuch L/C and thereafter (in addition to any other remedies available to Lessorunder the Lease) apply the proceeds in whatever manner or for whatever purposeLessor reasonably deems appropriate in the event that Lessee fails to timelycomply with any or all of the covenants and obligations imposed on Lessee underthe Lease. If Lessee fails to comply with any or all of its covenants orobligations under the Lease, Lessor may, without notice to Lessee, draw on theL/C and apply the proceeds to cure such default or pay any such sums then duefrom Lessee under the Lease (including amounts due under Section 13.2 of theOriginal Lease as a consequence of termination of the Lease or Lessee’s rightto possession), in whatever manner Lessor deems appropriate, in addition to anyand all other remedies available to Lessor under the Lease. Lessor shall not,however, have the right to draw down the L/C in an amount in excess of theamount then due and owing by Lessee to Lessor as reasonably determined byLessor (provided, however, that if the Lessee is a debtor in a pendingbankruptcy proceeding, Lessor

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shall have the right to drawdown the entire L/C). In the event Lessor draws against the L/C, Lessee shall,upon demand, at Lessee’s option, immediately either (aa) deposit with Lessor asum equal to amount drawn under the L/C or (bb) deliver to Lessor an additionalL/C in an amount equal to the amount drawn. If Lessee fully and faithfullycomplies with all the covenants under the Lease, the Security (or any balancethereof) together with Lessor’s written consent to the cancellation of any andall outstanding L/Cs constituting part of the Security shall be delivered toLessee within forty-five (45) days after the last to occur of (1) the date theTerm expires or terminates or (2) delivery to Lessor of possession of thePremises. Lessor may deliver the Security to any purchaser of Lessor’s interestin the Premises or any successor lessor, if applicable, whereupon Lessor shallbe discharged from any further liability with respect to the Security. In theevent that Lessor exercises its right under the preceding sentence, Lesseeshall fully cooperate with Lessor, in all reasonable respects, to cause the L/Cto be assigned and conveyed to, or reissued to, such purchaser or successorlessor, as the case may be, and Lessee shall bear any expenses incurred inconnection therewith.

7.2                   L/C Adjustment. Not more than one time per calendar year,Lessee shall have the right to submit to Lessor a written request for areduction in the amount of the L/C (the **“L/CReduction Request”**).****TheL/C Reduction Request shall include (i) Lessee’s most recent financialstatement (including balance sheet and income statement), (ii) such otherinformation as may be reasonably necessary for the purpose of determiningTangible Net Worth (defined below) and (iii) Lessee’s determination of theamount of the L/C (**“L/C Amount”**)that it is required to maintain (as determined in accordance with the table setforth below). Upon receipt of the L/C Reduction Request, Lessor shall haveforty-five (45) days to review and either approve or disapprove of Lessee’sdetermination of the L/C Amount. Such approval or disapproval shall bedelivered to Lessee in writing. In addition, Lessor shall have the right torequest the information from Lessee described in items (i) and (ii) above aspart of Lessor’s request for financial information pursuant to **Section 4**of this Rider. The L/C Amount mayalso increase from time to time in accordance with the table set forth below ifLessee’s Tangible Net Worth decreases. In all events, the L/C Amount shallcorrespond to Lessee’s Tangible Net Worth, as reasonably approved by Lessor, inaccordance with the table set forth below.

In the event that the L/CAmount is reduced from the previous determination of the L/C Amount, Lessorshall cooperate with Lessee and its financial institution, at no expense toLessor, in order to reduce the amount of the L/C to the new L/C Amount;provided, however, that in no event shall Lessor be required to surrender theL/C that is in its possession unless and until Lessor receives a replacementL/C in the new L/C Amount. In the event that the L/C Amount is increased fromthe previous determination of the L/C Amount, Lessee, at Lessee’s sole cost andexpense, shall cause the L/C to be increased to the newly determined L/C Amountwithin 45 days of Lessee’s receipt of Lessor’s written determination of the newL/C Amount.

Notwithstanding anything tothe contrary, Lessee shall not be entitled to a reduction in the L/C Amountprior to submitting its calendar year end 2008 financial statements andtherefore, Lessee shall not make a L/C Reduction Request until after January 1,2009.

For purposes of this Section,“Tangible Net Worth” shall mean (i) the aggregate of the assets of Lessee atsuch date, excluding all intangible assess (i.e., unamortized debt, discountand expenses, franchises, research and development, goodwill, trademarks,patents, copyrights,

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organizational expenses and similar intangible items) minus(ii) the total liabilities of Lessee at such date.
| **Tangible Net Worth**                                | ** ** | **L/C Amount** | ** ** |
|-----------------------------------------------------------------|------------|---------------------|------------|
| Less than  $40,000,000                                          |       | $                   | 1,750,000  |   |
| Less than  S45,000,000 but greater than or equal to $40,000,000 |       | $                   | 1,400,000  |   |
| Less than $50,000,000  but greater than or equal to $45,000,000 |       | $                   | 1,050,000  |   |
| Greater than or  equal to $50,000,000                           |       | $                   | 350,000    |   |

 

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*If (i) Lessee would be entitled to a reduction in theL/C Amount to $350,000, (ii) Lessee has submitted (or is then currentlysubmitting) its year end financial statements for calendar year 2010 and (iii)Lessee has maintained a Tangible Net Worth of not less than $45,000,000 for theprevious then-ending six consecutive calendar quarters, then rather thanreducing the L/C Amount to, or maintaining the L/C Amount at, $350,000, the L/CAmount shall be reduced to an amount equal to two months Rent.

Notwithstanding anything tothe contrary set forth herein, in no event shall Lessee be entitled to areduction in the L/C if Lessee is in Default of the Lease.

8.                                    Perris Boulevard Lease. Reference is hereby made to that certain AIRCommercial Real Estate Association Standard Industrial/Commercial Single-TenantLease—Net, as amended by that certain Rider, both dated as of the date hereofby and between Lessor and Lessee with respect to the premises commonly known as3411 N. Perris Boulevard, Perris, California (the **“Perris Boulevard Lease”**).****Solong as the lessor under this Lease is either (i) the lessor under the PerrisBoulevard Lease or (ii) affiliated with the lessor under the Perris BoulevardLease, then a Default or Breach under this Lease or the Perris Boulevard Lease,as the case may be, shall constitute a Default or Breach under both this Leaseand the Perris Boulevard Lease, and, in such event, Lessor (or, if applicable,such affiliate of Lessor) shall have the right to exercise its remedies setforth in either or both of this Lease and the Perris Boulevard Lease.

9.                                    Chemicals/Wastes. Lessor hereby approves Lessee’s use of thechemicals and wastes described on **Exhibit B** attachedhereto provided that such chemicals and wastes do not exceed the annualquantity set forth on **Exhibit B** thatis applicable to the particular chemical or waste, such chemicals and wastesare stored in the manner described on **Exhibit B** andthe use of such chemicals and wastes otherwise complies with the terms of theLease.

10.                              Repairs/Replacements. Lessee shall, at Lessee’s sole cost andexpense, perform the repairs and/or replacements described on **Exhibit C** attached hereto on or prior to (i) May 18, 2008with respect to those items labeled as **“Year 1 2007”** on**Exhibit C**; (ii) May 18, 2009 withrespect to those items labeled as **“Year 2 2008”**on **Exhibit C**; and (iii) May 18, 2010 with

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respect to those items labeled as **“Year 3 2009”.**All such repairs and/orreplacements shall be performed in a manner reasonably acceptable to Lessorand, Lessor shall have the right, from time to time, to monitor and inspectLessee’s performance of such repairs and/or replacements.

11.                              ManagementFee. Lessee shall pay to Lessor, on a monthly basis as a component of Rent,a management fee in the amount of 0.5% of the Base Rent for the Property.

12.                              Counterparts.This Rider may be executed in two (2) or more counterparts, each of which shallbe considered an original and all of which, when taken together, shallconstitute one (1) instrument. A facsimile counterpart of this Rider shall bedeemed an original for all relevant purposes.

**[SIGNATURE PAGE TOFOLLOW]**

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IN WITNESS WHEREOF, theparties have executed this Rider on the date first above written.
|        | **LESSOR:**                                                   | ** **                                                                                  |
|--------|---------------------------------------------------------------|---------------------------------------------------------------------------------------------|
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | **FIRST  INDUSTRIAL, L.P.,** a  Delaware limited  partnership | ** **                                                                                  |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | By:                                                           | First Industrial  Realty Trust, Inc., a  Maryland corporation and its sole general  partner |   |
|   |                                                          |                                                                                        |   |
|   |                                                          |                                                                                        |   |
|   |                                                          | By:                                                                                         |   |   |
|   |                                                          | Its:                                                                                        |   |   |
|   |                                                          |                                                                                        |   |
|   |                                                          |                                                                                        |   |
|   | **LESSEE:**                                                   | ** **                                                                                  |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | **NATIONAL  RV, INC.,****a California corporation**           | ** **                                                                                  |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | ** **                                                    | ** **                                                                                  | ** ** |
|   | By:                                                           | /s/ Thomas J.  Martini                                                                      |   |
|   | Its:                                                          | CFO                                                                                         |   |
|        |                                                               |                                                                                             |  |  |  |

 

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**EXHIBITA**

**GUARANTYOF LEASE**

**GUARANTYOF LEASE**(this **“Guaranty”)**madeas of May          2007, by **NATIONAL RV HOLDINGS, INC.,**a Delaware corporation, with an address at 100West Sinclair, Penis, California 92571 **(“Guarantor”),**to **FIRST INDUSTRIAL, L.P.,**aDelaware partnership, having an office at 311 South Wacker Drive, Suite 4000,Chicago, Illinois 60606 **(“Lessor”).**

**WITNESSETH:**

**WHEREAS:**

A.        Lessor has been requestedby National RV, Inc., a California corporation, **(“Lessee”),**to enter into a Standard Industrial/CommercialSingle-Tenant Lease-Net dated as of the date hereof, as supplemented by thatcertain Rider dated as of the date hereof by and between Lessor and Lessee (asamended and supplemented, the **“Lease”),**wherebyLessor would lease to Lessee, and Lessee would rent from Lessor, certainpremises located 100 West Sinclair Street, Perris, California, as moreparticularly described in the Lease (the **“Premises”).**

B.        Guarantor is the parent ofLessee, and will derive substantial economic benefit from the execution anddelivery of the Lease.

C.        Guarantor acknowledgesthat Lessor would not enter into the Lease unless this Guaranty accompanied theexecution and delivery of the Lease.

D.        Guarantor herebyacknowledges receipt of a copy of the Lease.

**NOW, THEREFORE,**in consideration of the execution and delivery of the Lease and of othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Guarantor covenants and agrees as follows:

1.         **DEFINITIONS****.**Defined terms used in this Guaranty and nototherwise defined herein have the meanings assigned to them in the Lease.

2.         **COVENANTS OF GUARANTOR****.**

(a)       Guarantor absolutely, unconditionally and irrevocably guarantees, as aprimary obligor and not merely as a surety: (i) the full and prompt payment ofall Base Rent and additional Rent and all other rent, sums and charges of everytype and nature payable by Lessee under the Lease, and (ii) the full, timelyand complete performance of all covenants, terms, conditions, obligations andagreements to be performed by Lessee under the Lease (all of the obligationsdescribed in clauses (i) and (ii), collectively, the **“Obligations”).**If Lessee defaults under the Lease, Guarantorwill, without notice or demand, promptly pay and perform all of theObligations, and pay to Lessor, when and as due, all Base Rent and additionalRent payable by Lessee under the Lease, together with all damages, costs andexpenses to which Lessor is entitled pursuant to any or all of the Lease, thisGuaranty and Applicable Requirements.

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(b)       Guarantor agrees with Lessor that (i) any action, suit or proceeding ofany kind or nature whatsoever (an **“Action”**)****commenced by Lessor against Guarantor tocollect Base Rent and additional Rent and any other rent, sums and charges dueunder the Lease for any month or months shall not prejudice in any way Lessor’srights to collect any such amounts due for any subsequent month or monthsthroughout the Term in any subsequent Action, (ii) Lessor may, at its option,without prior notice or demand, join Guarantor in any Action against Lessee inconnection with or based upon either or both of the Lease and any of theObligations, (iii) Lessor may seek and obtain recovery against Guarantor in anAction against Lessee or in any independent Action against Guarantor withoutLessor first asserting, prosecuting, or exhausting any remedy or claim againstLessee or against any security of Lessee held by Lessor under the Lease, and(iv) Guarantor will be conclusively bound by a judgment entered in any Actionin favor of Lessor against Lessee, as if Guarantor were a party to such Action,irrespective of whether or not Guarantor is entered as a party or participatesin such Action.

(c)       Any default or failure by the Guarantor to perform any of its Obligationsunder this Guaranty shall be deemed an immediate default by Lessee under theLease, subject to any applicable cure and/or notice periods specificallyprovided to Lessee in the Lease.

3.**        ****GUARANTOR’S OBLIGATIONSUNCONDITIONAL****.**

(a)       This Guaranty is an absolute and unconditional guaranty of payment andof performance, and not of collection, and shall be enforceable againstGuarantor without the necessity of the commencement by Lessor of any Actionagainst Lessee, and without the necessity of any notice of nonpayment,nonperformance or nonobservance, or any notice of acceptance of this Guaranty,or of any other notice or demand to which Guarantor might otherwise beentitled, all of which Guarantor hereby expressly waives in advance. Theobligations of Guarantor hereunder are independent of, and may exceed, theobligations of Lessee.

(b)       If the Lease is renewed, or the Term extended, for any period beyond theExpiration Date, either pursuant to any option granted under the Lease orotherwise, or if Lessee holds over beyond the Expiration Date, the obligationsof Guarantor hereunder shall extend and apply to the full and faithfulperformance and observance of all of the Obligations under the Lease accruingduring any renewal, extension or holdover period.

(c)       This Guaranty is a continuing guarantee and will remain in full forceand effect notwithstanding, and the liability of Guarantor hereunder shall beabsolute and unconditional irrespective of: (i) any modifications, alterationsor amendments of the Lease (regardless of whether Guarantor consented to or hadnotice of same), (ii) any releases or discharges of Lessee other than the fullrelease and complete discharge of all of the Obligations, (iii) Lessor’sfailure or delay to assert any claim or demand or to enforce any of its rightsagainst Lessee, (iv) any extension of time that may be granted by Lessor toLessee, (v) any assignment or transfer of all or any part of Lessee’s interestunder the Lease (whether by Lessee, by operation of law, or otherwise), (vi)any subletting, concession, franchising, licensing or permitting of thePremises, (vii) any changed or different use of the Premises, (viii) any otherdealings or matters occurring between Lessor and Lessee, (ix) the taking byLessor of any additional guarantees, or the receipt by Lessor of anycollateral, from other persons or entities,

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(x) the release by Lessor ofany other guarantor, (xi) Lessor’s release of any security provided under theLease, (xii) Lessor’s failure to perfect any Lessor’s lien or other lien orsecurity interest available under applicable Laws, (xiii) any assignment byLessor, at any time and from time to time, of its interest under the Lease orany portion thereof, either absolutely or as security, (xiv) Lessor’sforeclosure or other realization on any security or collateral for theperformance by Lessee of its obligations under the Lease; and (xv) if Lessorshall recover possession of the Premises by summary proceedings or otherwise,Lessor at its option may repair, subdivide, alter or change the character ofthe Premises from time to time as Lessor may deem appropriate, and may reletthe Premises or any part thereof for the whole or any part of the balance ofthe original term of the Lease and for such rent and upon such other terms andconditions as Lessor may determine. Without limiting the foregoing, thisGuaranty shall be applicable to any obligations of Lessee arising in connectionwith a termination of the Lease, whether voluntary or otherwise. Guarantorhereby consents, prospectively, to Lessor’s taking or entering into any or allof the foregoing actions or omissions. For purposes of this Guaranty and theobligations and liabilities of Guarantor hereunder, “Lessee” shall be deemed toinclude any and all concessionaires, licensees, franchisees, departmentoperators, assignees, sublessees, permittees or others directly or indirectlyoperating or conducting a business in or from the Premises and/or the Property,as fully as if any of the same were the named Lessee under the Lease.

(d)       Guarantor hereby expressly agrees that the validity of this Guaranty andthe obligations of Guarantor hereunder shall in no way be terminated, affected,diminished or impaired by reason of the assertion or the failure to assert byLessor against Lessee, of any of the rights or remedies reserved to Lessorpursuant to the provisions of the Lease or by relief of Lessee from any ofLessee’s obligations under the Lease or otherwise by (i) the release ordischarge of Lessee in any state or federal creditors’ proceedings,receivership, bankruptcy or other proceeding; (ii) the impairment, limitationor modification of the liability of Lessee or the estate of Lessee inbankruptcy, or of any remedy for the enforcement of Lessee’s liability underthe Lease, resulting from the operation of any present or future provision ofthe United States Bankruptcy Code (11 U.S.C. § 101 et seq., as amended), orfrom other statute, or from the order of any court; or (iii) the rejection,disaffirmance or other termination of the Lease in any such proceeding. ThisGuaranty shall continue to be effective if at any time the payment of anyamount due under the Lease or this Guaranty is rescinded or must otherwise bereturned by Lessor for any reason, including, without limitation, theinsolvency, bankruptcy, liquidation or reorganization of Lessee, Guarantor orotherwise, all as though such payment had not been made, and, in such event,Guarantor shall pay to Lessor an amount equal to any such payment that has beenrescinded or returned.

4.**        ****WAIVERS OF GUARANTOR****.**

(a)       Without limitation of the foregoing, Guarantor waives (i) notice ofacceptance of this Guaranty, and all notices of dishonor, nonpayment ornonperformance, (ii) notices of the creation, renewal, extension, assignment ormodification of the Lease, (iii) notice of any actions taken by Lessor orLessee under the Lease or any other agreement or instrument relating thereto,(iv) notice of any and all defaults by Lessee in the payment of Base Rent and additionalRent or other rent, charges or amounts, or of any other defaults by Lesseeunder the Lease, (v) all other notices,demands and protests, and all other formalities of every kind in

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connection with theenforcement of the Obligations, omission of or delay in which, but for theprovisions of this **Section 4**,might constitute grounds for relieving Guarantor of its obligations hereunder,(vi) any requirement that Lessor protect, secure, perfect, insure or proceedagainst any security interest or lien, or any property subject thereto, orexhaust any right or take any action against Lessee or any collateral, (vii)the benefit of any statute of limitations affecting Guarantor’s liability underthis Guaranty, and (viii) all diligence, protests, presentations orpresentments. Notwithstanding anything to the contrary set forth in thisGuaranty, Guarantor may assert or present (and does not waive) any right,defense, offset or benefit (excluding those defenses afforded by the bankruptcyor insolvency laws described in Section 3(d) above) that is available to orpossessed by (and has not yet been asserted by) Lessee pursuant to the Lease inany action by Lessor to enforce or proceed under this Guaranty.

(b)       GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM BROUGHT BY ANY PERSON OR ENTITY WITH RESPECT TO ANY MATTERWHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH: THIS GUARANTY; THELEASE; ANY LIABILITY OR OBLIGATION OF LESSEE IN ANY MANNER RELATED TO THEPREMISES AND/OR THE PROPERTY; ANY CLAIM OF INJURY OR DAMAGE IN ANY WAY RELATEDTO THE LEASE, THE PREMISES AND/OR THE PROPERTY; ANY ACT OR OMISSION OF LESSEE,ITS AGENTS, EMPLOYEES, CONTRACTORS, SUPPLIERS, SERVANTS, CUSTOMERS,CONCESSIONAIRES, FRANCHISEES, PERMITTEES OR LICENSEES; OR ANY ASPECT OF THE USEOR OCCUPANCY OF, OR THE CONDUCT OF BUSINESS IN, ON OR FROM THE PREMISES AND/ORTHE PROPERTY. EXCEPT FOR ANY RIGHTS OF LESSEE THAT GUARANTOR RETAINS THE RIGHTTO ASSERT, GUARANTOR SHALL NOT IMPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS ORCLAIMS FOR SET-OFF, RECOUPMENT OR DEDUCTION OF RENT IN ANY ACTION BROUGHT BYLESSOR AGAINST GUARANTOR UNDER THIS GUARANTY. GUARANTOR SHALL NOT BE ENTITLEDTO MAKE, AND HEREBY WAIVES, ANY AND ALL DEFENSES AGAINST ANY CLAIM ASSERTED BYLESSOR OR IN ANY SUIT OR ACTION INSTITUTED BY LESSOR TO ENFORCE THIS GUARANTYOR THE LEASE. IN ADDITION, GUARANTOR HEREBY WAIVES, BOTH WITH RESPECT TO THELEASE AND WITH RESPECT TO THIS GUARANTY, ANY AND ALL RIGHTS WHICH ARE WAIVED BYLESSEE UNDER THE LEASE, IN THE SAME MANNER AS IF ALL SUCH WAIVERS WERE FULLYRESTATED HEREIN. THE LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS PRIMARY ANDUNCONDITIONAL.

(c)       Without limiting the generality of the foregoing. Guarantor herebywaives all of the rights and defenses which Guarantor may have under Civil CodeSection 2819, and by doing so Guarantor specifically agrees that Guarantor’sliability hereunder shall continue even if Lessor alters any obligations of theLessee under the Lease in any respect or if Guarantor’s remedies or rightsagainst Lessee are in any way impaired or suspended without notice to or theconsent of Guarantor. Guarantor hereby waives any and all rights and defenseswhich Guarantor may have under Civil Code Section 2810 and by doing soGuarantor specifically agrees that Guarantor shall remain liable even if Lesseehad no liability under the Lease at the time of execution or if Lesseethereafter ceased or hereafter ceases to be liable. This Guaranty and theliability of Guarantor hereunder shall not be altered, limited or otherwiseaffected by reason of the incapacity, death, disability of Lessee or any otherperson or the discharge of Lessee’s

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liability hereunder byoperation of law or otherwise. Guarantor further hereby waives any and allrights and defenses which Guarantor may have under Civil Code Section 2809; byreason of such waiver Guarantor specifically agrees that Guarantor’s liabilityunder this Guaranty may be larger in amount or otherwise more burdensome thanthat of Lessee under the Lease.

(d)       Guarantor hereby waives any and all rights and defenses which Guarantormay have under Civil Code Sections 2845, 2849 and 2850, including any rightwhich Guarantor may have to require Lessor to: (i) proceed against Lessee orany other guarantor, including any other Guarantor hereunder; (ii) proceedagainst or exhaust any security or collateral Lessor may at any time hold,including any security deposit under the Lease or any security given byGuarantor; or (iii) pursue or exercise any other right or remedy which Lessormay now or hereafter have under the Lease or at law or in equity, including anyright or remedy for the benefit of Guarantor. Lessor may exercise any and allrights or remedies available to Lessor against Lessee or any other guarantor(including any Guarantor hereunder) or against any security or collateral heldby Lessor without in any way limiting or impairing Lessor’s rights and remediesagainst Guarantor under this Guaranty.

5.         **SUBROGATION****.**Guarantor hereby waives all rights anddefenses which Guarantor may have under Civil Code Sections 2847 and 2848. As aresult of such waivers (and the waiver of Civil Code Section 2849 in Section4(d) above), Guarantor shall have no right of subrogation or reimbursementagainst Lessee, no right of subrogation against any collateral or securitywhich Lessor may hold under the Lease or otherwise (including any securitydeposit), and no right of contribution against any other guarantor (includingany Guarantor hereunder) unless and until all obligations under the Lease havebeen duly paid and performed. Guarantor shall not be subrogated, and herebywaives and disclaims any claim or right against Lessee by way of subrogation orotherwise, to any of the rights of Lessor under the Lease or otherwise, or ineither or both of the Premises and the Property, which may arise by any of theprovisions of this Guaranty or by reason of the performance by Guarantor of anyof its Obligations hereunder. Guarantor shall look solely to Lessee for anyrecoupment of any payments made or costs or expenses incurred by Guarantorpursuant to this Guaranty. If any amount shall be paid to Guarantor on accountof such subrogation rights at any time when all of the Obligations shall nothave been paid and performed in full, Guarantor shall hold such amount in trustfor Lessor and shall pay such amount to Lessor immediately following receipt byGuarantor, to be applied against the Obligations, whether matured or unmatured,in such order as Lessor may determine. Guarantor hereby subordinates anyliability or indebtedness of Lessee now or hereafter held by Guarantor to theobligations of Lessee to Lessor under the Lease. To the extent that suchforegoing waiver is held by a court of competent jurisdiction to be void orvoidable, Guarantor’s rights of subrogation or reimbursement against Lessee andagainst any collateral or security held by Lessor under the Lease or otherwiseshall be junior and subordinate to Lessor’s rights and remedies against Lesseeand to Lessor’s right, title and interest in such collateral or security; andGuarantor’s right of contribution against any other guarantor, if any, shall bejunior and subordinate to any and all rights and remedies which Lessor may haveagainst such other guarantor. Guarantor acknowledges that Lessor’s exercise ofcertain of the rights and remedies available to Lessor may impair or extinguishGuarantor’s right of subrogation or reimbursement against Lessee or right ofcontribution from any other guarantor, with the result that Guarantor mayincur a partially or totally non-reimbursable liability under this Guaranty;Guarantor hereby waives any defensebased upon the foregoing.

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6.**        ****REPRESENTATIONS ANDWARRANTIES OF GUARANTOR****.**Guarantorrepresents and warrants that:

(a)       Guarantor is a corporation; has all requisite power and authority toenter into and perform its obligations under this Guaranty; and this Guarantyis valid and binding upon and enforceable against Guarantor without therequirement of further action or condition.

(b)       The execution, delivery and performance by Guarantor of this Guarantydoes not and will not (i) contravene any Applicable Requirements or anycontractual restriction binding on or affecting Guarantor or any of itsproperties, or (ii) result in or require the creation of any lien, securityinterest or other charge or encumbrance upon or with respect to any of itsproperties.

(c)       There is no action, suit or proceeding pending or threatened against orotherwise affecting Guarantor before any court or other governmental authorityor any arbitrator that may materially adversely affect Guarantor’s ability toperform its obligations under this Guaranty.

(d)       Guarantor’s principal place of business is 100 West Sinclair, Perris,California 92571.

(e)       Guarantor is the parent of Lessee.

7.         **NOTICES****.    **Any consents, notices, demands, requests,approvals or other communications given under this Guaranty shall be given asprovided in the Lease, as follows:

(a)       if to Guarantor at Guarantor’s address set forth on the first page ofthis Guaranty; and

(b)       if to Lessor, at Lessor’s address set forth on the signature page of theLease (with a copy to Lessor’s attorney as also set forth on the signature pageto the Lease); or to such other addresses as either Lessor or Guarantor maydesignate by notice given to the other in accordance with the provisions ofthis **Section 7.**

8.         **CONSENT TO JURISDICTION;WAIVER OF IMMUNITIES****.**Theundersigned hereby (a) consents and submits to the jurisdiction of the courtsof the State of California and the federal courts sitting in the State ofCalifornia and shall be subject to service of process in the State ofCalifornia with respect to any dispute there arising, directly or indirectly,out of this Guaranty, (b) waives any objections which the undersigned may haveto the laying of venue in any such suit, action or proceeding in either suchcourt, (c) agrees to join Lessor in any petition for removal to either suchcourt, (d) agrees to join Lessor in any petition for removal to either and suchcourt and (e) irrevocably designates and appoints Lessee as its authorizedagent to accept and acknowledge on its behalf service of process with respectto any disputes arising, directly or indirectly, out of this Guaranty. Theundersigned hereby acknowledges and agrees that Lessor may obtain personaljurisdiction and perfect service of process through Lessee as the undersignedagent, or by any other means now or hereafter permitted by applicable law.Nothing above shall limit Lessor’s choice of forum for purposes of enforcingthis Guaranty.

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9.         **MISCELLANEOUS**

(a)       Guarantor further agrees that Lessor may, without notice, assign thisGuaranty in whole or in part. If Lessor disposes of its interest in the Lease, **“Lessor,”** as used in this Guaranty, shallmean Lessor’s successors and assigns. This Guaranty may not be assigned byGuarantor, without Lessor’s prior written consent, which consent shall not beunreasonably withheld, conditioned or delayed, it being agreed that it isunreasonable for Lessor to withhold its consent to such assignment in the eventGuarantor no longer owns a controlling interest in Lessee and the tangible networth (as determined in accordance with generally accepted accountingprinciples (**“GAAP”**)) of theproposed replacement guarantor is not less than the tangible net worth (asdetermined in accordance with GAAP) of Guarantor as of the date of thisGuaranty.

(b)       In the event of any litigation between the parties hereto, the court insuch action shall award to the party in whose favor a judgment is entered areasonable sum as attorneys’ fees and costs, which sum shall be paid by thelosing party.

(c)       Guarantor shall, from time to time within ten (10) days after receipt ofLessor’s request, execute, acknowledge and deliver to Lessor a statementcertifying that this Guaranty is unmodified and in full force and effect (or ifthere have been modifications, that the same is in full force and effect asmodified and stating such modifications). Such certificate may be relied uponby any prospective purchaser, lessor or lender of all or a portion of thePremises and/or Property.

(d)       If any portion of this Guaranty shall be deemed invalid, unenforceableor illegal for any reason, such invalidity, unenforceability or illegalityshall not affect the balance of this Guaranty, which shall remain in full forceand effect to the maximum permitted extent.

(e)       The provisions, covenants and guaranties of this Guaranty shall bebinding upon Guarantor and its heirs, successors, legal representatives andassigns, and shall inure to the benefit of Lessor and its successors and assigns,and shall not be deemed waived or modified unless such waiver or modificationis specifically set forth in writing, executed by Lessor or its successors andassigns, and delivered to Guarantor.

(f)        Whenever the words “include”, “includes”, or “including” are used inthis Guaranty, they shall be deemed to be followed by the words “withoutlimitation”, and, whenever the circumstances or the context requires, thesingular shall be construed as the plural, the masculine shall be construed asthe feminine and/or the neuter and viceversa. This Guarantyshall be interpreted and enforced without the aid of any canon, custom or ruleof law requiring or suggesting construction against the party drafting orcausing the drafting of the provision in question.

(g)       Each of the rights and remedies herein provided are cumulative and notexclusive of any rights or remedies provided by law or in the Lease or thisGuaranty.

(h)       The provisions of this Guaranty shall be governed by and interpretedsolely in accordance with the internal laws of the State of California, withoutgiving effect to the principles of conflicts of law.

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(i)        The execution of this Guaranty prior to execution of the Lease shall notinvalidate this Guaranty or lessen the Obligations of Guarantor hereunder.

(j)        Guarantor shall deliver to Lessor, upon request by Lessor, financialstatements for Guarantor prepared by an independent public accountant in theordinary course of the business and in accordance with customary accountingpractices applicable to business operations similar (in terms of the entity’sdomicile and whether such entity is a privately held or a public company) tothat of Guarantor.

(k)       Guarantor acknowledges that this Guaranty has been fully negotiated atarms’ length between Guarantor and Lessor, and Guarantor has carefully read andreviewed this Guaranty and understands its contents. Guarantor has had theopportunity to review this Guaranty with, and seek the advice of, legal counseland/or other representatives chosen by Guarantor. Guarantor acknowledges thatLessor’s counsel has drafted this Guaranty and, notwithstanding such fact, thisGuaranty shall not be construed against Lessor on account thereof.

[Signature Page toFollow]

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**IN WITNESS WHEREOF,**Guarantor has executed this Guaranty as of the day and year first abovewritten.

 
|        | **GUARANTOR:**                                          | ** **             |
|--------|---------------------------------------------------------|------------------------|
|   | ** **                                              | ** **             |
|   | **NATIONAL RV HOLDINGS, INC.,**a  Delaware  corporation |
|   | ** **                                              |                   |
|   | ** **                                              |                   |
|   | By:                                                     | /s/ Thomas J.  Martini |
|   | Name:                                                   | THOMAS J.  MARTINI     |
|   | Its:                                                    | CFO                    |
|        |                                                         |                        |  |  |

 

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**Exhibit B**
| **Chemical/Waste**        | ** ** | **Approximate  Annual  Quantity Used or Generated** | ** ** | **Storage  Containers(s)  (i.e. Drums, Cartons, Totes,  Bags ASTs, USTs etc)** |
|---------------------------|------------|-----------------------------------------------------|------------|--------------------------------------------------------------------------------|
| Urethane Paints           |       | 13,200 Gal.                                         |       | 55 gal. drum                                                                   |
| Urethane Based  Adhesives |       | 4,500 Gal.                                          |       | 55 gal. drum                                                                   |
| Acetone Based Paints      |       | 2,800 Gal.                                          |       | 55 gal. drum                                                                   |
| Acetone Based  Adhesives  |       | 1,200 Gal.                                          |       | 55 gal. drum                                                                   |
| Oil/Lubricants            |       | 600 Gal.                                            |       | 55 gal. drum                                                                   |
| Fiberglass  Resins        |       | 78,000 Gal                                          |       | Totes                                                                          |
| Fiberglass Gel  Coats     |       | 16,000 Gal.                                         |       | Totes                                                                          |
| Acetone                   |       | 1,500 Gal.                                          |       | 55 gal. drum                                                                   |
| Lacquer Thinner           |       | 2,000 Gal.                                          |       | 55 gal. drum                                                                   |
| Diesel Fuel               |       | 2,000 Gal.                                          |       | Above Ground Tank                                                              |
| Unleaded  gasoline        |       | 10,000 Gal.                                         |       | Underground Tank                                                               |
| Propane                   |       | 500 Gal.                                            |       | Above Ground Tank                                                              |
| Oxygen                    |       | 110 Cylinders                                       |       | Tanks/Cylinder                                                                 |
| Acetylene                 |       | 110 Cylinders                                       |       | Tanks/Cylinder                                                                 |
| Anti-freeze               |       | 600 Gal.                                            |       | 55 gal. drum                                                                   |
| MEKP                      |       | 600 Gal.                                            |       | 55 gal. drum                                                                   |
| Argon/Carbon  Dioxide Mix |       | 110 Cylinders                                       |       | Cylinder                                                                       |

 

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**Exhibit CDeferred Maintenance100 West Sinclair Street, Perris, CA**

 
| **Property Component**                                                                                                                             | ** ** | **Quantity** | ** ** | **Units** | ** ** | **Cost** | ** ** | **Year 1  2007** | ** ** | **Year 2  2008** | ** ** | **Year 3  2009** | ** **  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|-----------|------------|----------|------------|-----------------------|------------|-----------------------|------------|-----------------------|-------------|
| **Site**                                                                                                                                                |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| The asphalt  parking surfaces for the employee and visitor parking areas should be seal  coated and striped.                                            |       | 313,200      |       | sf        |       | $        | 47,000     |                  |       |                  |       |                  | $           | 47,000 |   |
| The asphalt  drive and service lanes should be seal coated.                                                                                             |       | 114,755      |       | sf        |       | $        | 14,900     |                  |       |                  |       |                  | $           | 14,900 |   |
| Many areas of  the concrete pavement around the perimeter of the manufacturing building are  subject to some cracking and need repair.                  |       | 1            |       | allow.    |       | $        | 3,000      |                  |       |                  | $          | 3,000                 |        |   |   |
|                                                                                                                                                    |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| **Structural,  Exterior, & Roofing**                                                                                                                |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| The blue metal  trim around the roof perimeter is beginning to flake. The loose paint should  be removed and the blue trim repainted.                   |       | 3,760        |       | sf        |       | $        | 15,000     |                  | $          | 15,000                |       |                  |        |   |   |
| Proactive roof  repairs need to be conducted on Building 4 (See attached proactive  maintenance list)                                                   |       |         |       |      |       |     |       |                  |       | $                     | 10,000     |                  |        |   |
| Proactive roof  repairs need to be conducted on Building 5 (See attached proactive  maintenance list)                                                   |       |         |       |      |       |     |       |                  |       | $                     | 28,500     |                  |        |   |
|                                                                                                                                                    |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| **Fire Protection  and Life Safety / Code Compliance**                                                                                                  |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| There are no  sprinkler heads added below the north shed when it was installed by Weekend  Warrior. Sprinklers should be added as a code related issue. |       | 5,040        |       | sf        |       | $        | 20,200     |                  | $          | 20,200                |       |                  |        |   |   |
|                                                                                                                                                    |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| **ADA  Upgrades**                                                                                                                                       |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| Many of the  restrooms do not have insulated drain or hot water lines. The drains and hot  water lines for restroom lavatories need to be insulated.    |       | 1            |       | each      |       | $        | 500        |                  | $          | 500                   |       |                  |        |   |   |
|                                                                                                                                                    |       |         |       |      |       |     |       |                  |       |                  |       |                  |        |
| **TOTALS**                                                                                                                                              |       |         |       |      |       |     |       | $                     | 35,700     |                  | $          | 41,500                |        | $ | 61,900 |   |
| **Inflation  at 3% per year**                                                                                                                           |       |         |       |      |       |     |       | $                     | 35,700     |                  | $          | 42,745                |        | $ | 65,670 |   |
| ** **                                                                                                                                              |       |         |       |      |       |     | ** ** | ** **            | ** ** | ** **            | ** ** | ** **            | ** **  |
| ** **                                                                                                                                              |       |         |       |      |       |     | ** ** | **Total**             | ** ** | ** **            | ** ** | **$**                 | **144,115** | ** ** |

 

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The proactive maintenance repairs and measuresrecommended for these buildings include the following:

A.                     Acomprehensive inspection of the metal roof panels should be performed. Allloose fasteners should be re-tightened or replaced. All missing fasteners mustbe replaced.

B.                       Allthe metal curbs, large duct vents, roof penetrations with or without flashings,roof hatches, laps/seams of the flat fiberglass skylight panels and domedskylights with repairs, and the surrounding vicinity should be treated andresealed with a metal roof maintenance elastomeric coating system with onelayer of polyester fabric reinforcement. Prior to application of the metal roofmaintenance elastomeric coating, the metal surface must be thoroughly cleaned andproperly prepared. All existing roof cement must be removed from metalsurfaces, and loose elastomeric sealant. The removal of the existing layers ofroof cement or sealant on the backside of the curbs and large duct vents (wherewater is damming) is imperative to possibly provide openings that will allowwater to flow out and around the duct vents and curbs. All cut panel ribs mustbe provided with pre-molded closures and side overlaps. Overlap edges must betreated with polyester fabric embedded and covered with flashing-gradeelastomeric sealant.

C.                       The deflected metal roofpanels should be repaired and pulled back into shape, then overlaid with newmetal roof panels for additional support, if necessary. The edges of the newpanel patches must be fastened and should be sealed with polyester fabricembedded and covered with flashing-grade elastomeric sealant and elastomericcoating.

D.                      Kinked roof panel ribswith rips or fractures should be repaired with polyester fabric embedded andcovered with flashing-grade elastomeric sealant and elastomeric coating.

E.                        A corroded roof panel onBuilding 1 should be replaced.

F.                        Panelend overlap edges and side overlaps that are open, suspect, and/or have beenresealed with roof cement, should be resealed

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with polyester fabric embedded and covered withflashing-grade elastomeric sealant and elastomeric coating.

G.                       Rusting roof panels should be treated withrust-inhibiting primer and covered with the recommended elastomeric coatingsystem.

H.                      The top edge of the counterflashing metalalong the sidewalls of the main roof section of Building 3 should be resealedwith urethane sealant or a self-adhering flashing tape. All loose sections ofthe counterflashing metal must be secured with screws through neoprene/steelwashers.

I.                           Thesteel angle bars supporting the duct of a swamp cooler on Building 1 should bere-designed and relocated on top of the roof panel ribs to allow water to flow.On Building 2,**the wood sleepersupports of the air conditioning units which are screwed into the roof panelsshould be re-designed and relocated.

J.                          All opentop edges of pipe flashings should be resealed with elastomeric sealant andproperly detailed before the application of the elastomeric coating system. Thefloodlight fixture on Building 5 that has dropped down into the opening must besecured.

K.                      Pipe penetrations without flashings should be provided withmetal roof flashings that have rubber sleeves/boots with aluminum flanged baserings to conform to the roof panel profile.

L.                        The metal roof flashings of the heat stacks on Building 3 must be fastened usinghex head self-tapping screws with bonded neoprene and steel washers driven intothe aluminum flanged base ring, spaced 1 inch on center.

M.                   Sheet metalrain collars should be provided and installed on the heat stacks to cover thetop edge of the flashings. All missing heat vent covers should be replaced.

N.                      Open side laps of ridge plates should be resealed with polyester fabric embedded andcovered with flashing-grade elastomeric sealant and the elastomeric coatingsystem.

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O.                      All screw holes on theroof panels should be sealed with polyester fabric embedded and covered withflashing-grade elastomeric sealant and the elastomeric coating.

P.                        The broken tiles on thefront office roof of Building 1 should be replaced.

Q.                      Ageneral clean-up of all roofs and gutters should be performed to remove allscattered screws and accumulated dirt, debris, and plant growth.

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