lmi10k031509ex5.htm


    Exhibit 10.5



     

    


    August 6,
2008

    


    
      
        	 	
                LMI
      Aerospace Inc. 

              
	
                 

              	
                Att:  Mr. Ronald S.
      Saks

              


      

    

    
      
        	
                 
      

              	
                     Mr. Phil
      Lajeunesse

              
	 	     Mr. Bob Grah
	 	PO
      Box 900
	 	St.
      Charles, MO 63302


      

    

     

    Re:
Further Improvements & Combined Lease

    Unit A
101 Coleman Blvd.

    Savannah,
GA. 31408

    


    Gentlemen:

    


    Per your
request, please accept the following additional improvements & revised lease
terms updating the agreement outlined in our letter of May 5, 2008. In addition
to the improvements agreed to via the letter of May 5, 2008, Kole Warehouses
Inc. agrees to make the following improvements to Unit A, 101 Coleman
Boulevard:

    


    *Paint
warehouse walls. To include patch of holes & caulk of cracks in block
walls

    *Install
two (2) new insulated roll-up doors at rear of warehouse

    *Add
concrete bumpers to rear loading ramp

    *Add
extra office. To include electrical, trim, lighting & paint to
match

    


    For
consideration of the additional improvements as outlined above, LMI Aerospace
Inc. agrees to the following revised lease rates commencing upon availability of
the new addition & expiring on 12/31/2015:

    


    *Years
1-3                                86,200
sq. ft. at $5.55

    *Years
4-5                                86,200
sq. ft. at $5.65

    *Years
6-7                                86,200
sq. ft. at $5.75

    


    All other
terms & conditions as outlined in the May 5, 2008, letter remain the
same.

    


    
      	
              Agreed
      this ___ day of August 2008.

               

              Witness:
      ________________________

               

              Witness:
      ________________________

            	
              Kole
      Warehouses, Inc.

              By:
      ___________________________

                     Jeff
      Kole

               

              LMI
      Aerospace, Inc.

              By:
      ____________________________

                     Vice
      President

            


    

     

    The
revised lease rate on the work as detailed in the plans and outlined above will
commence upon occupancy of the new addition and would expire on
12/31/2015.

     

    
      
        	
                Years

              	
                1-3

              	
                86,200
      sq. feet at $5.50

              
	
                Years

              	
                4-5

              	
                86,200
      sq. feet at $5.60

              
	
                Years

              	
                6-7

              	
                86,200
      sq. feet at $5.70

              


      

    

     

    Additionally
the charges for taxes, insurance and common area maintenance would be changed to
$4,660.00 per month for the combined space. This charge may vary from year to
year based on actual costs.

    


    
      	
              Agreed
      this 7th day of May 2008.

               

              Witness:
      ________________________

               

               

               

              Witness:
      ________________________

            	
              Kole
      Warehouses, Inc.

               

              By:
      ___________________________

                     Jeff
      Kole

               

              LMI
      Aerospace, Inc.

              By:
      ____________________________

                     Robert
      T. Grah, Vice President

            


    

    


    


    1,000 Sq.
Ft Corporate Office Space

    


    462.50/00                      1-3
mo

    470.84                           4-5
mo

    479.17/00                      6-7
mo

    
 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    STANDARD INDUSTRIAL LEASE
AGREEMENT

     

    THIS
LEASE, made this ____ day of September 2003 by and between Kole Warehouses,
Inc., a Georgia corporation, hereinafter referred to as "Landlord"; and
Leonard's Metal, Inc., a Missouri corporation, hereinafter referred to as
"Tenant";

    


    WITNESSETH:

    


    
      	
              Premises

            	
              1.

            	
              For
      and in consideration of the rents, covenants, agreements, and stipulations
      hereinafter set forth, to be paid, kept and performed by Tenant, Landlord
      hereby leases and rents to Tenant, and Tenant hereby leases and takes upon
      the terms and conditions hereinafter set forth, the property commonly
      known as 101 Coleman Blvd, Units E & F, Pooler, GA, and being more
      particularly described on Exhibit "A" hereto (hereinafter called the
      "Premises"). This Lease is subject to all encumbrances, easements,
      covenants and restrictions of
record.

            


    

    


    
      	
              Term

            	
              2.

            	
              To
      have and to hold for a term of three (3) years to commence five (5) days
      after Landlord has notified Tenant that the Initial Improvements as
      outlined in Exhibit C, Section 3 have been completed and the Premises are
      ready for occupancy and to end at midnight on the date which is thirty-six
      (36) months thereafter. Notwithstanding the foregoing, Tenant shall have
      rent-free reasonable access to the Premises prior to the term in order to
      install Tenant’s fixtures and otherwise make the Premises ready for
      Tenant’s occupancy, provided same does not unreasonably interfere with the
      Initial Improvements. Tenant shall have two (one year) options to renew
      this Lease Agreement on the same terms and conditions, except rent, upon
      ninety (90) days prior written notice to Landlord. Rent shall increase by
      two percent (2%) at the beginning of each renewal
  term.

            


    

    


    
      
        	
                Rental

              	
                3.

              	
                (a)
      Tenant shall pay to Landlord monthly rental of $10,320.00 due on the first
      day of each month, in advance, without offset or demand, commencing on
      September 1, 2003. All payments of rental shall be sent to Kole
      Warehouses, Inc., 1719 Abercorn Street, Savannah, Georgia 31401 , or such
      other address provided to Tenant by Landlord in accordance with the notice
      provisions hereof. Tenant has paid to Landlord $10,320.00 representing the
      first month's rent (for the month of September 2003) due hereunder. In the
      event Tenant fails to pay rental or any other payment called for under
      this Lease within ten (10) days of the due date (subject to the notice and
      cure provisions of Section 17), Tenant shall pay a late charge equal to
      five percent (5%) of the unpaid amount. Landlord and Tenant agree that
      such late charge is intended to compensate Landlord for additional
      administrative charges and other damages incurred by Landlord on account
      of such late payment and not as a penalty, but as liquidated damages
      therefor. Landlord and Tenant agree that the actual damages to be suffered
      by Landlord in such event shall be difficult, if not impossible to
      ascertain, and that such late charge is a reasonable estimate of such
      charges and damages.

                 

              
	 	 	(b)
      Tenant has deposited $10,320.00 (the "Security Deposit") with Landlord to
      secure Tenant’s performance of its obligations hereunder. If Tenant
      defaults hereunder, then Landlord may, without prejudice to Landlord's
      other remedies, apply part or all of the Security Deposit to cure Tenant’s
      default. If Landlord so uses part or all of the Security Deposit, Tenant
      shall, within ten (10) days after written demand, pay Landlord the amount
      necessary to restore the Security Deposit to its original amount. Landlord
      shall not be required to pay any interest on said Security Deposit and
      Landlord may commingle the Security Deposit with other funds. If Landlord
      sells the Premises, the Security Deposit shall be transferred to the
      purchaser and Landlord shall be relieved of any further liability in
      relation to the Security Deposit provided the transferee has agreed (in a
      writing delivered to Tenant) to be bound by the terms hereof. Upon the
      termination of this Lease, Landlord may use the Security Deposit to cure
      any defaults of Tenant or to reimburse Landlord for expenses of repairing,
      restoring or cleaning the Premises beyond normal wear and tear (subject,
      however, to the provisions of Section 6 relating to certain HVAC
      equipment). In the event all or any portion of the Security Deposit
      remains after paying for such items, the remaining amount shall be
      returned to Tenant together with a complete accounting therefor, within
      thirty (30) days.


      

    

     

    
      	
              Utility
      Bills

            	
              4.

            	
              Tenant
      shall place all utility bills in its name as appropriate to its business.
      Tenant shall pay all such bills, along with all charges and assessments
      pertaining to utilities serving the Premises, including, but not limited
      to, water and sewer, natural gas, electricity, fire protection (including
      sprinkler testing charges) and charges for trash removal. If Tenant does
      not pay such charges when due, Landlord may do so. Tenant shall pay the
      amount paid by Landlord-to-Landlord, as additional rental, within ten (10)
      days of written demand therefor by Landlord given in accordance with the
      notice provisions hereof.

            


    

    


    
      	
              
                Mortgagee's

              

            	
               

            


    

    
      	
              Rights

            	
              5.

            	
              Tenant’s
      rights as to the Premises shall be subject and subordinate to any mortgage
      or deed to secure debt which shall be self-operative. Nevertheless, Tenant
      agrees to execute and deliver such documentation as may be required by any
      such mortgagee to effect or memorialize any such subordination within ten
      (10) days of demand therefor. If requested, Tenant shall execute such
      mortgagee's form of subordination, non-disturbance and attornment
      agreement.

            


    

    


    
      	
              
                Repairs
      by

              

            	
               

            


    

    
      	
              Tenant

            	
              6.

            	
              Tenant
      shall not allow the Premises to fall out of repair or deteriorate.
      Specifically, Tenant, at its sole cost, shall keep and maintain the
      interior of the Premises, including all plate glass and exterior doors
      pertaining to the Premises in good repair (except the structural
      components of the building in which the Premises are situated, which shall
      be repaired, maintained and replaced by Landlord and further except any
      major component of the HVAC system that has “worn out”), including all
      systems pertaining to water, fire protection, drainage, sewer, electrical,
      heating, ventilation, air conditioning and lighting, but only to the
      extent same exclusively serve the Premises and are situated within the
      Premises. Major components of the HVAC system shall include the
      compressor, evaporation fan motor, heat exchanger or coils. Tenant agrees
      to return the Premises to Landlord in good operating condition upon the
      expiration or earlier termination of the term of this Lease, ordinary wear
      and tear and casualty damage excepted. Tenant shall not cause the Premises
      to become subject to any lien, charge or encumbrance whatsoever. Tenant
      shall have no authority, express or implied, to create any lien, charge or
      encumbrance upon the interest of the Landlord in the Premises. Tenant
      shall, at its sole cost, maintain a regularly scheduled preventive
      maintenance and service contract with a maintenance contractor acceptable
      to Landlord for the repair, maintenance and servicing of all heating and
      air-conditioning systems and equipment that exclusively serve the
      Premises. Upon written request by Tenant and at Tenant’s sole cost,
      Landlord will arrange for any repair which is Tenant’s responsibility
      pursuant to the terms of this Lease to be performed by Landlord's
      employees, agents or contractors. Tenant shall pay, as additional rent,
      the cost of such requested repair within ten (10) days of receipt of a
      bill therefor from Landlord.

            


    

    


    
      	
              
                Repairs
      by

              

            	
               

            


    

    
      	
              Landlord

            	
              7.

            	
              Except
      for damage caused by Tenant, its agents, employees, contractors and
      invitees, Landlord shall, in accordance with Exhibit C, keep in good repair
      the roof, all structural elements, mechanical systems (to the extent same
      do not solely serve the Premises and are not situated within the Premises,
      and exclusive of major HVAC components unless the same shall be deemed to
      have "worn out"), and all common areas of the building and land (including
      without limitation, all paving, driveways, parking lots, walks, lawn
      maintenance and landscaping) where the Premises are situated. Tenant shall
      promptly notify Landlord of the need for any repairs which are Landlord's
      responsibility hereunder, Landlord shall be under no duty to make any
      repairs hereunder unless Landlord receives notice of the need for such
      repairs; however, this sentence shall not affect Landlord's maintenance
      obligations.

            


    

     

    
      	
              
                Modifications/

              

            	
               

            


    

    
      	
              
                Alterations
      to

              

            	
               

            


    

    
      	
              the
    Premises

            	
              8.

            	
              Tenant
      shall make no modifications, alterations or improvements to the Premises,
      cut any openings or penetrations in the roof or install any satellite or
      communications antennas or other structures without the prior written
      consent of Landlord, which consent shall not be unreasonably withheld,
      delayed or conditioned. Any modifications or alterations consented to by
      Landlord shall be completed in a good, workmanlike and lien-free manner in
      accordance with all applicable codes and regulations. Upon written request
      by Tenant and at Tenant’s sole cost, Landlord will arrange for any
      modification, alteration or improvement consented to by Landlord to be
      performed by Landlord's employees, agents or contractors. Tenant shall
      pay, as additional rent, the cost of such modification, alteration or
      improvement within ten (10) days of receipt of a bill therefor from
      Landlord.

               

            


    

    
      	
              
                Return
      of

              

            	
               

            


    

    
      	
              Premises

            	
              9.

            	
              Tenant
      agrees to return the Premises to Landlord at the expiration or prior
      termination of this Lease broom clean and in the same condition and repair
      as when first received, natural wear and tear, damage by storm, fire,
      lightning, earthquake or other casualty excepted. Upon Landlord's written
      request, Tenant agrees to remove any alterations installed by or for
      Tenant after the commencement of the term of this Lease that Landlord
      determines are special purpose improvements that are not likely to be
      usable by a successor tenant. Tenant shall remove its personal property
      from the Premises at the expiration or prior termination of this Lease.
      Tenant shall repair any damage caused by any such
  removal.

            


    

    


    
      	
              
                Destruction
      of

              

            	
               

            


    

    
      	
              
                /Damage
      to  

              

            	
               

            


    

    
      	
              Premises

            	
              10.

            	
              If
      the Premises are totally destroyed by storm, fire, lightning, earthquake
      or other casualty, this Lease shall terminate as of the date of such
      destruction and rental shall be abated as of such date. If the Premises
      are damaged, but not wholly destroyed by any of such casualties, rental
      shall abate in such proportion as use of the Premises has been destroyed,
      and Landlord shall restore the Premises to substantially the same
      condition as existed before such casualty as speedily as practicable,
      whereupon full rental shall recommence; provided, however, that if the
      damage shall be so extensive that the same cannot be reasonably repaired
      and restored within four (4) months from date of the casualty, then either
      Landlord or Tenant may terminate this Lease by giving written notice to
      the other party within thirty (30) days from the date of such casualty. In
      the event of such termination, rental shall be abated as of the date of
      such casualty. In no event shall Landlord be responsible for repairing or
      restoring any personal property of Tenant or any alterations or
      improvements made by or for Tenant, nor shall Tenant have any right to
      terminate this Lease if the casualty in question was caused by Tenant, its
      agents, employees, contractors or
invitees.

            


    

    


    
      	
              Indemnity

            	
              11.

            	
              Except
      for damage caused solely by Landlord's negligence or misconduct, Tenant
      agrees to indemnify, defend and save harmless Landlord against all claims,
      losses, liabilities, costs and expenses (including attorney's fees and
      costs of litigation) suffered by Landlord by reason of the use or
      occupancy of the Premises by Tenant. Unless caused solely by Landlord's
      negligence or misconduct, Landlord shall not be liable to Tenant’s
      employees, agents, contractors or invitees for any injury to a person or
      damage to property on or about the Premises, or any damage caused by the
      improvements becoming out of repair, the failure or cessation of any
      utility or by any leakage of gas, oil, water or steam or electricity
      emanating from the Premises. Landlord hereby indemnifies and agrees to
      defend and save harmless Tenant against all claims, losses, liabilities,
      costs and expenses (including attorneys fees and costs of litigation)
      suffered by Tenant by reason of (i) Landlord's breach of its obligations
      hereunder; and (ii) any pre-existing environmental conditions at the
      Premises or the land where the Premises are situated, including without
      limitation, those matters disclosed in the environmental site assessment
      furnished to, and approved by, Tenant prior to Tenant having entered the
      Premises. Landlord shall have its most recent environmental assessment
      updated immediately prior to Tenant’s taking occupancy of the Premises
      (and such updated assessment shall also be certified to Tenant), whereupon
      said assessment shall serve as the "baseline" to determine which
      environmental conditions pre-dated, and which conditions arose during,
      Tenant’s occupancy of the Premises.

            


    

     

    
      	
              
                Governmental

              

            	
               

            


    

    
      	
              Orders

            	
              12.

            	
              Tenant
      agrees, at its own expense, to promptly comply with all requirements of
      any applicable law, ordinance, statute or regulation applicable to the
      Premises or Tenant’s operations in the Premises provided that if the cost
      of any improvements, alterations or equipment required in connection with
      such compliance exceeds $1,000.00 during the term hereof, such excess
      costs shall be amortized over the useful life of the improvement,
      alteration or equipment, and only such portion thereof as is allocable to
      the remaining portion of the term hereof shall be charged to
      Tenant.

            


    

    


    
      	
              Condemnation

            	
              13.

            	
              If
      the entire Premises or such portion thereof as will make the Premises
      unusable for the purpose herein leased shall be condemned by any legally
      constituted authority for any public use or purpose, or sold under threat
      of condemnation, then this Lease shall terminate as of the date of such
      condemnation or sale and rental shall be accounted for between Landlord
      and Tenant as of such date. In the event of a condemnation that does not
      result in the termination of this Lease, rental shall be abated in a fair
      and equitable manner and Landlord, to the extent of condemnation proceeds
      actually received by Landlord, shall restore the Premises to the extent
      practicable. All condemnation awards or sales proceeds in lieu thereof
      shall belong to Landlord; provided, however, Tenant shall be entitled to
      file a claim for loss of its personal property and moving expenses,
      provided the filing of such claim does not affect Landlord's condemnation
      claim.

            


    

    


    
      	
              Assignment

            	
              14.

            	
              Tenant
      may not assign this Lease or any interest thereunder or sublet the
      Premises in whole or in part or allow all or a portion of the Premises to
      be used by a third party without the prior written consent of Landlord
      which consent shall not be unreasonably withheld, delayed, or conditioned.
      If Tenant is a corporation, partnership, limited liability company or
      other entity, the transfer of more than fifty percent (50%) of the
      ownership interests of Tenant or the transfer of a lesser percentage which
      results in a transfer of control of Tenant, whether in one transaction or
      a series of related transactions, shall constitute an assignment for
      purposes of this Lease, except that such a transfer of same to a company
      affiliated with Tenant shall not be violative of this Section. Any
      assignee (and if Landlord so elects, any subtenant) shall become liable
      directly to Landlord for all obligations of Tenant hereunder. No such
      assignment or sublease nor any subsequent amendment of the Lease shall
      release Tenant or any guarantor of Tenant’s obligations
      hereunder.

            


    

    


    
      	
              
                Hazardous

              

            	
               

            


    

    
      	
              Substances

            	
              15.

            	
              Landlord
      hereby represents and warrants to Tenant that no Hazardous Materials have
      been stored, handled, treated, released, or brought upon or disposed of,
      except in strict compliance with all applicable laws, ordinances
      regulations and that Hazardous Materials are currently present on the
      Premises or the parcel or parcels of land upon which the Premises are
      situated (except as has been disclosed in the environmental site
      assessment described in Section 11, above). Landlord hereby indemnifies,
      defends and saves Tenant harmless from any and all claims, judgments,
      damages, penalties, fines, costs (including, without limitation, fees of
      consultants, attorneys, experts and court costs), liabilities or losses in
      the event of the breach of the foregoing representation and/or warranty.
      Tenant covenants that, without first obtaining Landlord's written consent,
      that neither Tenant, nor any of its agents, employees, contractors or
      invitees shall cause or permit any Hazardous Materials to be stored,
      handled, treated, released or brought upon or disposed of on the Premises.
      Landlord hereby consents to the use in the Premises of the Hazardous
      Materials described on Exhibit B hereto. Tenant shall comply with any and
      all applicable laws, ordinances, rules, regulations and requirements
      respecting the storage, handling, treatment, release, disposal, presence
      or use of permitted Hazardous Materials in, on or about the Premises. As
      used herein, the term "Hazardous Materials" means asbestos,
      polychlorinated biphenyls, oil, gasoline or other petroleum based liquids,
      any and all materials or substances deemed hazardous or toxic or regulated
      by applicable laws, including but not limited to substances defined as
      hazardous under the Comprehensive Environmental Response, Compensation and
      Liability Act, as amended, 42 U.S.C. § 9601 et seq., the Resource
      Conservation and Response Act, as amended, 42 U.S.C. § 6901 et seq. (or any state
      counterpart to the foregoing statutes) or determined to present the
      unreasonable risk of injury to health or the environmental under the Toxic
      Substances Control Act, as amended, 15 U.S.C. § 2601 et seq. Tenant shall indemnify,
      defend and hold Landlord harmless from and against any and all claims,
      judgments, damages, penalties, fines, costs (including without limitation,
      consultants' fees, experts' fees, attorney's fees and court costs),
      liabilities or losses resulting from the storage, handling, treatment,
      release, disposal, presence or use of Hazardous Materials in, on or about
      the Premises that occur during the term of this Lease. Without limiting
      the generality of the foregoing indemnity, in the event Landlord has a
      good faith reason to believe that the covenant set forth in this paragraph
      has been violated by Tenant, Landlord shall he entitled, at Tenant’s sole
      expense, to take such actions as Landlord deems necessary in order to
      assess, contain, delineate and/or remediate any contamination by such
      Hazardous Materials. Any sums expended by Landlord shall be reimbursed by
      Tenant, as additional rent, within thirty (30) days of demand therefor by
      Landlord which shall be accompanied by a copy of said report certified to
      Landlord and Tenant by its author. Upon the expiration or earlier
      termination of this Lease, Tenant, upon request by Landlord, shall cause
      to be performed such environmental studies of the Premises by an
      environmental consultant approved by Landlord as are necessary to
      determine whether any Hazardous Materials have been stored, handled,
      treated, released, brought upon or disposed of on the Premises during the
      term of this Lease in violation of the terms hereof. If Tenant fails to
      cause any such study to be performed, Landlord may do so, at Tenant’s
      expense. The obligations of this Paragraph 15 shall survive the expiration
      or earlier termination of this
Lease.

            


    

     

    
      	
              
                Removal
      of

              

            	
               

            


    

    
      	
              Fixtures

            	
              16.

            	
              Provided
      Tenant is not then in default hereunder, Tenant may remove all fixtures
      and equipment which Tenant has placed in the Premises, provided Tenant
      repairs all damages to the Premises caused by such removal, but in no
      event shall Tenant remove heating, ventilating, air conditioning,
      plumbing, electrical and lighting systems and fixtures or dock levelers.
      In the event this Lease is terminated for any reason, any property
      remaining in or upon the Premises more than ten (10) days thereafter, at
      the option of Landlord, may either be deemed to become property of
      Landlord or Landlord may dispose of such property as Landlord deems proper
      with no obligation to Tenant.

            


    

    


    
      	
              
                Default;

              

            	
               

            


    

    
      
        	
                Remedies

              	
                17.

              	
                In
      the event (i) any payment of rental or other sum due hereunder is not paid
      as and when due and Tenant fails to cure such default within ten (10) days
      after written demand from Landlord (but in no event shall Landlord be
      required to give more than two (2) such written notices in any twelve
      month period; thereafter a default shall exist if a payment is not paid as
      and when due); (ii) Tenant shall fail to comply with any term, provision,
      condition, or covenant of this Lease, other than an obligation requiring
      the payment of rent or other sums hereunder and shall not cure such
      failure within twenty (20) days after notice to the Tenant of such failure
      to comply, provided that such cure period shall be extended while Tenant
      is diligently pursuing a cure; or (iii) Tenant or any guarantor shall file
      a petition under any applicable federal or state bankruptcy or insolvency
      law or have any involuntary petition filed thereunder against it (which is
      not dismissed or bonded against within 90 days), then Landlord shall have
      the option to do any one or more of the following:

              
	 	 	(a)
      Terminate this Lease, in which event Tenant shall immediately surrender
      the Premises to Landlord. Tenant agrees to indemnify Landlord for all
      loss, damage and expense that Landlord may incur solely and directly by
      reason of such termination; provided, however, that upon Tenant’s
      surrender of the Premises to Landlord, the lease termination shall be
      deemed to have been completed, and Tenant shall no longer be liable in any
      way to Landlord except with respect to any damage or environmental
      conditions caused by Tenant during prior to said termination.
	 	 	(b)
      Without terminating this Lease, terminate Tenant’s right of possession,
      whereupon rental shall continue to accrue and be owed by Tenant hereunder.
      Thereafter, at Landlord's option, Landlord may enter upon and relet all or
      a portion of the Premises (or relet the Premises together with any
      additional space) for a term longer or shorter than the remaining term
      hereunder and otherwise on terms satisfactory to Landlord. Tenant shall be
      liable to Landlord for the deficiency, if any, between Tenants's rent
      hereunder and all net sums received by Landlord on account of such
      reletting (after deducting all reasonable costs incurred by Landlord in
      connection with any such reletting, including without limitation,
      brokerage commissions and reasonable attorney's fees).
	 	 	(c)
      Pursue a dispossessory action against Tenant, in which event Tenant shall
      remain liable for all amounts owed hereunder, including amounts accruing
      hereunder from and after the date that a writ of possession is
      issued.
	 	 	(d)
      Perform any unperformed obligation of Tenant. Any sums expended by
      Landlord shall be repaid by Tenant, as additional rent, within ten (10)
      days of demand therefor by
Landlord.


      

    

     

    
      
        	 	
                Pursuit
      of any of the foregoing remedies shall not preclude pursuit of any other
      remedies herein provided or any other remedies provided by law. In the
      event Landlord places the enforcement of all or any part of this Lease in
      the hands of an attorney on account of Tenant’s default, Tenant agrees to
      pay Landlord's cost of collection, including reasonable attorney's fees,
      whether suit is actually filed or not.

                 

              
	 	
                In the event of a default by Landlord that is
      not cured by Landlord within twenty (20) days of written notice thereof
      from Tenant, Tenant, may, but shall not be obligated to, cure same and
      deduct the reasonable costs thereof from any sums to be paid to Landlord
      hereunder; provided, however, that such cure period shall be extended
      while Landlord is diligently pursuing a cure of such
      default.

                 

              
	
                
                  Entry
      by

                

              	
                 

              


      

    

    
      	
              Landlord

            	
              18.

            	
              Landlord
      may post a sign stating that the Premises are "For Lease" or "For Sale"
      six (6) months prior to the termination of this Lease. Landlord may enter
      the Premises at reasonable hours during the term of this Lease to exhibit
      same to prospective purchasers (and during the last 3 months of the
      then-current term of the Lease) or tenants and to make repairs required of
      Landlord under the terms hereof, or to make repairs to Landlord's
      adjoining property, if any.

            


    

    


    
      	
              
                Estoppel

              

            	
               

            


    

    
      	
              Certificates

            	
              19.

            	
              Tenant
      agrees to furnish within ten (10) days of receipt of request from Landlord
      or Landlord's mortgagee a written statement certifying as to the
      then-current status of the Lease. Such estoppel certificate shall address
      matters of the type customarily included in estoppel certificates
      requested and obtained by institutional lenders and landlords. The notice
      and cure provisions of paragraph 17 shall not apply to Tenant’s
      obligations under this paragraph
19.

            


    

     

    
      
        	No Estate in	 	 
	
                Land

              	
                20.

              	
                This
      Lease shall create the relationship of landlord and tenant between
      Landlord and Tenant; no estate shall pass out of Landlord; Tenant has only
      a usufruct, not subject to levy and sale, and not assignable by Tenant
      except as provided in Paragraph 14
above.

              


      

    

    


    
      	
              Holding
    Over

            	
              21.

            	
              If
      Tenant remains in possession of the Premises after expiration of the term
      hereof, with Landlord's acquiescence and without any express written
      agreement of parties, Tenant shall be a month-to-month tenant upon all the
      same terms and conditions as contained in this Lease, except that the
      rental rate shall become one hundred fifteen percent (115%) the amount in
      effect at the end of the term, and there shall be no renewal of this Lease
      by operation of law. Such month-to-month tenancy is terminable upon thirty
      (30) days notice by either party to the other. Tenant waives any right
      that it may have to additional notice pursuant to applicable law. If
      Tenant remains in possession of the Premises after the expiration of the
      term hereof without Landlord's acquiescence, Tenant shall be a tenant at
      sufferance subject to immediate eviction. In such event, in addition to
      paying Landlord any damages resulting from such holdover, Tenant shall pay
      rental at the rate of one and one-half times the amount in effect at the
      end of the term of the Lease.

            


    

     

    
      	
              Miscellaneous

            	
              22.

            	
              All
      rights, powers and privileges conferred hereunder upon parties hereto
      shall be cumulative but not restrictive to those given by law. No failure
      of either party to exercise any power given to any party hereunder, or to
      insist upon strict compliance by the parties with their respective
      obligations hereunder, and no custom or practice of the parties at
      variance with the terms hereof shall constitute a waiver of a party's
      right to demand exact compliance with the terms hereof. Time is of the
      essence of this Lease. Subject to the terms of paragraph 14 above, this
      Lease shall be binding upon and shall inure to the benefit of the
      respective successors and assigns of Landlord and Tenant. Tenant shall pay
      and be liable for all rental, sales and use taxes, and other similar
      taxes, if any, levied or imposed by any city, state, county or other
      governmental authority. Such payments shall be paid concurrently with the
      payment of rental or other sum due hereunder upon which the tax is based.
      This Lease contains the entire agreement of the parties hereto as to the
      Premises, and no representations, inducements, promises or agreements,
      oral or otherwise, between the parties, not embodied herein, shall be of
      any force or effect. If any term, covenant or condition of this Lease or
      the application thereof to any person, entity or circumstance shall, to
      any extent, be invalid or unenforceable, the remainder of this Lease, or
      the application of such term, covenant or condition to persons, entities
      or circumstances other than those which or to which used may be held
      invalid or unenforceable, shall not be affected thereby, and each term,
      covenant or condition of this Lease shall be valid and enforceable to the
      fullest extent permitted by law. The circulation of one of more drafts of
      this Lease shall not constitute a reservation of the Premises or an offer
      to lease the Premises to Tenant. Neither party shall be bound hereunder
      until such time as both parties have signed this Lease. In the event
      either party resorts to the employ of an attorney in connection with the
      interpretation or enforcement of this Lease, the successful party therein
      shall be entitled to recover its reasonable attorneys' fees, expenses and
      costs of suit for the other party.

            


    

    


    
      
        	
                Notices

              	
                23.

              	
                Any
      notice given pursuant to this Lease shall be in writing and sent by
      certified mail, return receipt requested, by hand delivery, by facsimile
      transmission or by reputable overnight courier to:

              
	 	 	(a)
      Landlord: Kole Warehouses, Inc., 1719 Abercorn Street, Savannah, Georgia
      31401; Fax Number: 912-232-6770, or at such other address or to such other
      facsimile number as Landlord may designate in writing to
  Tenant.
	 	 	
                (b)
      Tenant: Leonard's Metal, Inc., attention: Robert T. Grah, Vice President,
      PO Box 900, St. Charles, MO 63302-0900; Fax Number: 636-949-1576, with
      copy to Sanford S. Neuman, Esq., at Gallop, Johnson & Neuman, L.C.,
      101 S. Hanley 16th floor, St. Louis, MO 63105, or at such other address or
      to such other facsimile number as Tenant may designate in writing to
      Landlord.

                 

              
	 	 	Any
      notice sent in the manner set forth above shall be deemed sufficiently
      given for all purposes hereunder on the third business day after said
      notice is deposited in the mail if sent by certified mail, upon receipt if
      sent by hand delivery or reputable overnight courier, or if sent by
      facsimile, on the date such notice is transmitted (and a confirmation of
      successful transmission is generated by the sender's facsimile machine),
      provided a copy of such notice is sent within two (2) business days by
      regular mail to the recipient's address set forth
  above.


      

    

     

    
      	
              Brokerage

            	
              24.

            	
              Each
      of Landlord and Tenant covenants and agrees to indemnify and hold the
      other harmless from any and all loss, liability, damage, claim, judgment,
      cost and expense (including without limitation attorney's fees and
      litigation costs) that may be incurred or suffered by the other because of
      any claim for any fee, commission or similar compensation with respect to
      this Lease, made by any broker, agent or finder claiming by, through or
      under the indemnifying party, whether or not such claim is
      meritorious.

            


    

     

    
      	
              Signs

            	
              25.

            	
              Tenant
      may erect a building standard sign (as determined by Landlord) on or about
      the Premises subject to Landlord's approval of the sign and its location
      which approval shall not be unreasonably withheld, delayed, or
      conditioned. Prior to the expiration of the term of this Lease, Tenant
      shall remove any such sign and repair any damage to the building
      occasioned by the installation and/or removal of such
  sign.

            


    

    


    
      	
              Use of
      Premises

            	
              26.

            	
              The
      Premises shall be used for warehousing, light assembly, light
      manufacturing, distribution, and general office use and no other purpose.
      The Premises shall not be used for any illegal purposes, nor in any manner
      to create any nuisance or trespass, vitiate Landlord's insurance or
      violate any restrictive covenants encumbering the building or Landlord's
      rules and regulations applicable thereto. Outside storage or outside
      manufacturing are prohibited without Landlord's consent; notwithstanding
      the foregoing, incidental temporary outdoor storage of pallets or dunnage
      by Tenant shall be permitted, and Landlord represents and warrants the
      foregoing uses of the property are not prohibited by any applicable
      statute, ordinance or regulation.

            


    

    


    
      
        	
                Insurance

              	
                27.

              	
                (a)
      Tenant will carry, at Tenant’s expense, all-risk insurance coverage on all
      equipment, inventory, fixtures, furniture, appliances and other personal
      property on the Premises. Tenant shall procure, maintain and keep in full
      force and effect at all times during the term of this Lease commercial
      general liability insurance with respect to the Premises and the conduct
      and operation of Tenant’s business therein, naming landlord and its
      mortgagees as additional insured parties, with limits of not less than
      $1,000,000 for death or bodily injury to one or more persons in a single
      occurrence and not less than $1,000,000 for property damage. Tenant shall
      increase limits to $2,000,000 for death or bodily injury to one or more
      persons in a single occurrence and $2,000,000 for property damage on or
      before January 31, 2004. Such general liability insurance policy shall
      contain a broad form contractual liability endorsement covering Tenant’s
      indemnities in favor of Landlord provided hereunder.

              
	 	 	(b)
      Landlord will carry "all risk" insurance coverage on the Premises in an
      amount deemed appropriate by Landlord. Tenant shall pay Landlord, as
      additional rent, its pro rata share of all sums paid by Landlord for such
      insurance coverage. Upon being notified by Landlord of said sums, Tenant
      will remit to Landlord said amount within thirty (30) days.
	 	 	(c)
      To the full extent permitted by law, Landlord and Tenant each waives all
      right of recovery against the other and its officers, employees, and
      agents for, and agrees to release the other and its officers, employees
      and agents from liability for, loss or damage to the extent such loss or
      damage is covered by valid and collectible insurance in effect at the time
      of such loss or damage; provided, however, that the foregoing release by
      each party is conditioned upon the releasing party's insurer endorsing the
      releasing party's insurance policy so as to permit such waiver without
      affecting the coverage thereunder. If such endorsement is not obtained or
      maintained by either party, then such party's release shall be deemed to
      be rescinded until such endorsement is provided by such
  insurer.
	 	 	(d)
      All insurance required to be carried by Tenant shall be affected under
      enforceable policies issued by insurers approved by Landlord. At least
      fifteen (15) days prior to the expiration date of any policy procured by
      Tenant, the original renewal policy for such insurance shall be delivered
      by Tenant to Landlord. Within fifteen (15) days after the premium on any
      such policy shall become due and payable, Landlord shall be furnished with
      satisfactory evidence of its payment. The original policy or policies
      shall be delivered to landlord prior to the commencement of the term of
      this Lease. All such policies shall contain an agreement by the insurers
      that such policies shall not be canceled or materially modified without at
      least thirty (30) days prior written notice to the Landlord and to the
      holder of any mortgage to whom loss hereunder may be payable. If Tenant
      provides any insurance required by this Lease in the form of a blanket
      policy, Tenant shall furnish satisfactory proof that such blanket policy
      complies in all respects with the provisions of this Lease and that the
      coverage thereunder is at least equal to the coverage that would be
      provided under a separate policy covering only the
  Premises.


      

    

     

    
      	
              Ad
    Valorem

            	
              28.

            	
              Tenant
      is leasing 28,800 square feet of a 151,290 square foot building. Tenant’s
      pro rata share is therefore nineteen percent (19%). Landlord will pay all
      ad valorem taxes and assessments levied against the building each year of
      the Lease term. Tenant shall pay Landlord, as additional rent, its pro
      rata share of sums paid by Landlord for ad valorem taxes and assessments
      during a base year of 2003, within thirty (30) days of Tenant’s receipt of
      a written invoice therefor. Tenant shall not be responsible for any
      increases in taxes during the initial term or the renewal periods
      described in Section 2, above.

            


    

    


    
      	
              Parking

            	
              29.

            	
              Tenant
      and its employees, customers and invitees shall have a non-exclusive right
      to use in common with other tenants the parking areas designated by
      Landlord as serving the Premises. Such use shall be subject to rules and
      regulations as maybe prescribed by Landlord from time to time which shall
      not interfere with Tenant’s use of the Premises. Tenant shall not use more
      than its pro rata share of such parking spaces. In no event shall Landlord
      be responsible for enforcing Tenant’s parking rights against other tenants
      or third parties.

            


    

    


    
      
        	
                Exhibits

              	
                30.

              	
                The
      following exhibits are attached hereto and made a part
    hereof:

              
	 	 	Exhibit
      A
	 	 	Exhibit
      B
	 	 	Exhibit
      C


      

    

    
       

    

    IN WITNESS WHEREOF, the
parties have hereunto set their hands and seals, effective the day and year
first above written.

    


    
      	
               

               

               

              ___________________________________

              Witness

            	
              LANDLORD:

               

               

              By:
      ________________________________

               

              Title:
      _______________________________

               

            
	
               

               

               

              ___________________________________

              Witness

               

            	
              TENANT:

               

               

              By:
      ________________________________

               

              Title:
      _______________________________