King County (Kent, WA) Lease Agreement - Seattle Box Co. and Aladdin Manufacturing Corp.

                                                                        ORIGINAL
 
                                LEASE AGREEMENT

          THIS LEASE AGREEMENT (the "Lease") is entered into this 10/th/ day of
          Dec, 1999, between Seattle Box Company, a Washington corporation doing
          business as Seattle-Tacoma Box Company ("Landlord"), and Aladdin
          Manufacturing Corp., a Delaware corporation ("Tenant"). Landlord and
          Tenant agree as follows:

          1. LEASE SUMMARY.

               a.   The Premises. The Premises (the "Premises") consist of that
               certain parcel of real property legally described on Exhibit A
               attached hereto (the "Real Property"), together with that certain
               portion hereinafter described of a building ("the Building") to
               be constructed by Landlord on the Real Property. The Building
               will have a footprint of approximately 120,950 square feet, of
               which the following shall be included in the Premises: (i)
               approximately 105,134 square feet of first floor warehouse space;
               (ii) approximately 4716 square feet of first floor office space
               (divided into two office areas of 4200 square feet and 516 square
               feet, respectively); and (iii) approximately 2500 square feet of
               mezzanine office space. The Building will be constructed with
               access to a railroad spur, which shall be used by Tenant and
               Landlord jointly. Tenant shall have exclusive use of one rail
               door in the Building. The Real Property and the Building,
               including the delineation of the Premises, and the delineation of
               the Reserved Space (hereinafter defined) are depicted on the site
               plan attached hereto as Exhibit B.

               b.   The Reserved Space. The Premises do not include, and
               Landlord reserves, approximately 11,100 square feet of the
               Building located in the southeast corner thereof. Landlord's use
               of the railroad spur will include use in connection with certain
               other real property owned by Landlord and located adjacent and to
               the south of the Real Property. Landlord also reserves the right
               to vehicular and pedestrian access to the Reserved Space
               (hereinafter defined) across that portion of the Real Property
               adjacent and to the south of the portion of the Building reserved
               by Landlord. The approximately 11,100 square feet of the Building
               reserved by the Landlord, the use jointly with Tenant of the rail
               spur adjacent thereto, and the right to vehicular and pedestrian
               access across that portion of the Real Property adjacent and to
               the south of the portion of the Building reserved by Landlord are
               hereinafter collectively referred to as the "Reserved Space".
               Landlord may use the Reserved Space for its own purposes in any
               manner that does not unreasonably interfere with Tenant's carpet
               warehouse and distribution business on the Premises, or may lease
               the Reserved Space to any third party; provided however that
               Tenant shall have the right of first refusal to lease the
               Reserved Space as further provided in Section 1(g) below.

               c.   Lease Commencement Date. The Lease shall commence on the
               date provided for in Section 3(d) below. After delivery of
               occupancy of the Premises to Tenant, Tenant and Landlord shall
               confirm the Commencement Date in writing.

               d.   Lease Termination Date. The Lease shall terminate at
               midnight on the last day of the 122/nd/ month of the lease
               calculated as set forth in this paragraph (the "Termination
               Date"). If the Commencement Date occurs on the first day of a
               month, that month shall be the first month of the lease term. If
               the Commencement Date occurs on any other day, the first month of
               the lease term shall be the following calendar month.

               e.   Extension Options. Tenant shall have two options to extend
               the term of this Lease for five years per option. Herein the
               initial one hundred and twenty-two month term of this Lease shall
               be referred to as the "Initial Term", the first five year
               extension shall be referred to as the "First Extended Term", and
               the second five year extension shall be referred to as the
               "Second Extended Term." If Tenant wishes to exercise either of
               its options to extend the term, Tenant shall notify Landlord in
               writing of such exercise no earlier than 365 days and no later
               than 180 days prior to the last day of the preceding term hereof
               (the "Extension Notice Period"); provided however that Tenant
               shall not be entitled to exercise its extension option if Tenant
               is in default

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               under this Lease at any time during the Extension Notice Period.
               During either of the Extended Terms, all terms and conditions of
               this Lease will remain in full force and effect, except that
               Tenant shall not be entitled to any tenant improvement or similar
               allowances for either such Extended Terms.

               f.   Base Rent.

                    (i)  Initial Term Base Rent. The monthly base rent during
                    the Initial Term shall be as follows:

                    Months  1 through 2:      $.00
                    Months  3 through 36:     $41,136 per month
                    Months 37 through 60:     $42,951 per month
                    Months 61 through 96:     $45,562 per month
                    Months 97 through 122:    $50,984 per month
                    
                    (ii) First Extended Term Base Rent. If Tenant exercises
                    it's first renewal option, monthly base rent during the
                    First Extended Term shall be as follows:

                    Months 123 through 146:   "Market Rent" (defined below) as
                                              of the beginning of month 123, but
                                              in no event less than the base
                                              rent for the preceding period.

                    Months 147 through 170:   "Market Rent" as of the beginning
                                              of month 147, but in no event less
                                              than the base rent for the
                                              preceding period.

                    Months 171 through 182:   "Market Rent" as of the beginning
                                              of month 171, but in no event less
                                              than the base rent for the
                                              preceding period.

                    (iii) Second Extended Term Base Rent. If Tenant exercises
                    it's second renewal option, monthly base rent during the
                    Second Extended Term shall be as follows:

                    Months 183 through 206:   "Market Rent" as of the beginning
                                              of month 183, but in no event less
                                              than the base rent for the
                                              preceding period.

                    Months 207 through 230:   "Market Rent" as of the beginning
                                              of month 207, but in no event less
                                              than the base rent for the
                                              preceding period.

                    Months 232 through 242:   "Market Rent" as of the beginning
                                              of month 231, but in no event less
                                              than the base rent for the
                                              preceding period.

                    (iv) Definition of "Market Rent". The term "Market Rent" as
                    used in this Lease shall mean the fair market rent for
                    premises of comparable size, location and type as the
                    Premises, with rail spur access, in the Kent, Washington
                    area. In determining the "Market Rent" as of any date during
                    the First Extended Term the fact that Tenant has an
                    additional five year renewal option under this Lease shall
                    also be taken into consideration.

                    (v)  Method of Determining Base Rental Adjustment Amount.
                    The first day of months 123,147,171,183,207 and 231 of the
                    term of this Lease are hereinafter referred to as the "Base
                    Rental Adjustment Dates." If Landlord and Tenant have not
                    agreed at least 150 days in advance of any Base Rental
                    Adjustment Date as to amount of the upcoming base rental
                    adjustment, then the base rental adjustment shall be
                    determined as follows:

                                      -2-

 
                                    (1) Either Landlord or Tenant may appoint an
                                    appraiser to provide a written opinion (with
                                    supporting information) as to the Market
                                    Rent for the Premises as of the upcoming
                                    Base Rental Adjustment Date. The party
                                    appointing the appraiser shall notify the
                                    other party of such appointment within three
                                    business days of such appointment. The other
                                    party may then appoint a second appraiser to
                                    provide a written opinion (with supporting
                                    information) as to the Market Rent for the
                                    Premises as of the upcoming Base Rental
                                    Adjustment Date. Each appraiser appointed
                                    shall be a professional real estate
                                    appraiser active during the ten-year period
                                    immediately prior to his or her appointment
                                    in the appraisal of industrial and warehouse
                                    properties in the greater Seattle area.

                                    (2) The two appraisers so appointed shall
                                    within 30 days of the date of the
                                    appointment of the last appointed appraiser
                                    agree upon and appoint a third appraiser who
                                    shall be qualified under the same criteria
                                    set forth hereinabove to qualify the initial
                                    two appraisers.

                                    (3) The three appraisers shall within sixty
                                    days of the appointment of the third
                                    appraiser give a written opinion (with
                                    supporting information) as to the Market
                                    Rent for the Premises, using the criteria
                                    set forth above, and notify Landlord and
                                    Tenant thereof.

                                    (4) If any two of the three appraisers agree
                                    as to the Market Rent for the Premises, then
                                    their opinion shall be binding upon Landlord
                                    and Tenant. If no two of the three
                                    appraisers agree as to the Market Rent for
                                    the Premises, then the base rent shall be
                                    adjusted to an amount which is the average
                                    of the opinions of the three appraisers,
                                    ignoring for the purpose of such averaging
                                    any portion of the high and low opinions
                                    which is more than 10 percent in excess of
                                    or less than the middle opinion. If either
                                    Landlord or Tenant fails to appoint an
                                    appraiser within the time period set forth
                                    above, the appraiser appointed by the other
                                    shall give his or her opinion of the Market
                                    Rent for the Premises, shall notify Landlord
                                    and Tenant thereof, and such appraiser's
                                    opinion shall be binding upon Landlord and
                                    Tenant. If the two appraisers appointed by
                                    Landlord and Tenant fail to agree upon and
                                    appoint a third appraiser, both appraisers
                                    shall be dismissed and the matter shall be
                                    forthwith submitted to binding arbitration
                                    with the American Arbitration Association
                                    pursuant to such rules and procedures as
                                    have then been promulgated by the American
                                    Arbitration Association.

                                    (5) If it using these procedures the Market
                                    Rent for the Premises has not been
                                    determined by the next upcoming Base Rental
                                    Adjustment Date, then Tenant shall continue
                                    to pay the base rent to Landlord at the
                                    previous rate, and after the Market Rent is
                                    determined Tenant shall pay to Landlord
                                    within 15 days the difference between the
                                    base rent actually paid from the Base Rental
                                    Adjustment Date to the date that the Market
                                    Rent is determined, together with interest
                                    thereon at the rate of 12 percent per annum.

                                    (6) Each party shall pay the cost of the
                                    appraiser appointed by its, and the cost of
                                    the third appraiser and of the arbitration
                                    if any shall be paid by Landlord and Tenant
                                    equally.

                           g.   Right to Lease Reserved Space. If Landlord
                           elects to lease or rent the Reserved Space to any
                           third party which is not an affiliate of Landlord,
                           Landlord shall first offer in writing to add the
                           Reserved Space to this Lease. Tenant shall then have
                           fifteen (15) days to notify Landlord in writing
                           whether Tenant wishes to accept the offer to add the
                           Reserved Space to this Lease. If Tenant accepts
                           Landlord's offer to add the Reserved Space to this
                           Lease, then within fifteen (15) days following
                           Tenant's written notice to Landlord accepting
                           Landlord's offer, Landlord and Tenant shall execute
                           an amendment to this Lease adding the Reserved Space
                           to the Premises, increasing the base rent by ten
                           percent (10%), and , increasing Tenant's share of
                           Operating Costs of

                                      -3-

 
                            the Building and Taxes to one hundred percent
                            (100%). The amendment to this Lease shall be
                            effective from and after the later of the date that
                            Landlord vacates the Reserved Space or the date that
                            the parties sign the Lease amendment. All other
                            provisions of this Lease shall remain in full force
                            and effect after the Reserved Space is added to this
                            Lease. In the event that Tenant does not accept
                            Landlord's offer to add the Reserved Space to this
                            Lease within fifteen days (15) of Landlord's offer
                            to Tenant, then Landlord shall be free to lease or
                            rent the Reserved Space at any time to any party
                            without first offering the Reserved Space to Tenant.

                            h.  Notice and Payment Addresses: Rent and any the
                            sums payable by Tenant to Landlord pursuant to this
                            Lease shall be payable at Landlord's address shown
                            below, or such other place designated in writing by
                            Landlord. All notices to be provided to Landlord or
                            Tenant pursuant to the terms of this Lease shall be
                            provided to the following addresses or to such other
                            addresses of which Landlord or Tenant notifies the
                            other in writing. Notices hereunder shall be in
                            writing and may be hand delivered, mailed, delivered
                            by overnight courier service or, if facsimile
                            numbers are provided below, transmitted by
                            facsimile. If mailed, such notices shall be sent by
                            certified mail, postage prepaid, return receipt
                            requested. The date which is two days after the date
                            of mailing shall be deemed to be the date on which
                            the notice was given. The postmark affixed to such
                            notice by the U.S. Post Office shall be conclusively
                            presumed to be the date of mailing for purposes of
                            this section. In the case of notices given by hand
                            delivery or overnight courier, such notices shall be
                            deemed given on the date of the actual receipt. If
                            transmitted by facsimile, such notices shall be
                            deemed given on the date of the actual receipt of a
                            complete, legible facsimile transmission, except
                            that if a facsimile transmission is received after
                            business hours or on a weekend or holiday, then the
                            notice shall be deemed given on the next business
                            day following the receipt of the facsimile
                            transmission.

                                Landlord:  SEATTLE TACOMA BOX COMPANY
                                           Attn: Ferdinand J. Nist, President
                                           23400 - 71ST Place South
                                           Kent, WA 98032

                                Tenant:    Mohawk Carpet Corporation
                                           Attn: S.J. Perillo, Esq.
                                           160 South Industrial Blvd.
                                           Calhoun, GA 30701

                        2.  PREMISES. Landlord leases to Tenant, and Tenant
                            leases from Landlord the Premises upon the terms
                            specified in this Lease.

                        3.  CONSTRUCTION AND COMMENCEMENT.

                            a.  Construction of Building. Within ten (10) days
                            after mutual execution hereof, Landlord will provide
                            Tenant with a preliminary construction schedule and
                            a preliminary delivery date for the Premises.
                            Landlord shall construct the Building at Landlord's
                            expense, pursuant to a construction contract with a
                            general contractor of Landlord's choosing. The
                            completed Building shall be constructed
                            substantially in accordance with those certain plans
                            prepared by Rupert Engineering Inc. which are more
                            specifically described on the attached Exhibit F,
                            and those certain specifications prepared by Rupert
                            Engineering Inc. and dated November, 1999, which
                            plans and specifications have been delivered to
                            Tenant and reviewed and approved by Tenant. The
                            completed Building shall comply with the
                            specifications set forth on Exhibit C hereto
                            ("Tenant's Required Specifications"). The office
                            portion of the completed Building shall be
                            constructed substantially in accordance with those
                            certain plans and specifications attached as Exhibit
                            E hereto. Landlord shall be entitled to make or
                            approve revisions in the plans and specifications
                            which are not inconsistent with Tenant's Required
                            Specifications and do not materially affect the size
                            of the Premises or Tenant's ability to use the
                            Premises in accordance with Tenant's intended use.
                            The completed Building shall include installation by
                            Landlord of an overhead ESFR fire sprinkler system
                            ("Landlord's Sprinkler System"). After Tenant takes
                            occupancy of the Premises, Tenant may elect at
                            Tenant's expense to make additions or alterations

                                      -4-

 
                            to Landlord's Sprinkler System to comply with
                            Tenant's insurance and fire safety requirements,
                            which additions and alterations may include
                            converting Landlord's Sprinkler System into an in-
                            rack sprinkler system ("Tenant's Sprinkler System").
                            In the event that Tenant believes that the Premises
                            or Building do not comply with the terms of this
                            Lease, Tenant shall notify Landlord, in writing,
                            within 120 days of the issuance of the Certificate
                            of Occupancy for the Building. This notice shall
                            specify all claimed deficiencies of the Premises or
                            Building. If no such notice is given, Tenant shall
                            be conclusively deemed to have accepted the Premises
                            and Building and shall waive any claim that the
                            Premises or Building were not constructed to the
                            plans and specifications required by this Lease.

                            b.  Tenant Improvement Allowances. The following
                            allowances shall be paid for by Landlord for
                            Tenant's desired improvements:

                                (i)  Up to $1200 of the cost of preparation of
                                the preliminary space plan for Tenant's office
                                space, which is attached as Exhibit D hereto,
                                and which has been approved by both Landlord and
                                Tenant.

                                (ii) As part of the construction cost of the
                                Building Landlord shall pay to Tenant $21,600.00
                                for carpet materials to be installed in the
                                Premises. The carpet materials provided by
                                Tenant in return for the said payment by
                                Landlord to Tenant shall be installed by
                                Landlord as part of the tenant improvements and
                                shall be 28 ounce level loop Mohawk carpet or
                                approved equal or better.

                                (iii) An allowance of up to $5000 for the cost
                                of distribution of power to Tenant's cutting
                                machine and forklift station. Any additional
                                cost for such power distribution shall be paid
                                by Tenant to Landlord within 15 days of demand.

                            Any other tenant improvements desired by Tenant and
                            not specifically provided for herein shall be
                            undertaken by Tenant at Tenant sole cost and expense
                            after Tenant has obtained the written consent of
                            Landlord to all plans and specifications for such
                            tenant improvements.

                            c.  Occupancy. Landlord shall provide Tenant with a
                            written notice (the "Occupancy Notice"), at least
                            fifteen days in advance, of the date that the
                            Building is expected to be secured (lockable doors),
                            illuminated with lighting sufficient for
                            construction activities, and ready for commencement
                            of the installation of Tenant's Sprinkler System
                            (e.g. Landlord's sprinkler system installed) and
                            Tenant's trade fixtures and other tenant
                            improvements which Tenant may wish to install in
                            addition to the office tenant improvements
                            undertaken by Landlord. Said Building status is
                            referred to herein as "Tenant Improveable". The
                            occupancy date under this paragraph may be prior to
                            substantial completion of the Premises or the
                            Building by Landlord. Tenant may thereupon enter the
                            Premises at its own risk, to install trade fixtures
                            and equipment and to make such improvements as
                            Tenant shall have the right to make. Tenant shall at
                            all times remain fully responsible for obtaining all
                            necessary permits for any such tenant improvements.
                            Tenant agrees that it will not in any way interfere
                            with the progress of Landlord's work on the Premises
                            and the Building by such entry. During the period
                            after which Tenant has entered the Premises and
                            prior to Landlord's completion of the Building and
                            the Premises, all terms and conditions of this Lease
                            shall apply. During this time period, Tenant has
                            Landlord's consent to bringing supplies and
                            inventory into the Premises to the extent that
                            Tenant has received any necessary permits to do so
                            and to the extent that such activity otherwise
                            complies with the limitations of this paragraph.
                            However, the ability to bring in such supplies and
                            inventory shall not be an attribute of "Tenant
                            Improveable" as that term is used herein.

                            d.  Commencement Date. Tenant shall be deemed to
                            have taken occupancy of the Premises on the date
                            specified in Landlord's Occupancy Notice, which
                            shall be the Commencement Date of this Lease;
                            provided however, that no base rent shall be charged
                            during the first two months following the
                            Commencement Date. If the Commencement Date does not
                            fall on the first day of any calendar month, then
                            base rent for the third month shall be prorated
                            based on a thirty day month, so that Tenant shall
                            receive exactly two months of free base rent, and
                            thereafter all rent payments

                                      -5-

 
                           shall become due on the first day of each month. If
                           Landlord acts diligently to make the Premises
                           available to Tenant on or before June 1, 2000, or on
                           such other date stated in the Occupancy Notice,
                           neither Landlord nor any agent or employee of
                           Landlord shall be liable for any damage or loss due
                           to Landlord's inability or failure to deliver
                           possession of the Premises to Tenant as provided in
                           this Lease, except for the liquidated damages
                           provided below.

                           e.   Liquidated Damages For Late Delivery: In the
                           event that, due to no fault of Tenant, the Building
                           is not Tenant Improveable on or before August 1,
                           2000, Landlord agrees to give Tenant two days of free
                           rent in the Premises for each day from August 2,
                           2000, until the Premises are Tenant Improveable. In
                           the event that, due to no fault of Tenant,
                           construction of the Building is not substantially
                           complete on or before the later of October 1, 2000,
                           or sixty (60) days after the Premises are Tenant
                           Improveable, Landlord agrees to give Tenant two days
                           of free rent in the Premises for each day thereafter
                           until construction of the Building is substantially
                           complete.

                       4.  RENT. Upon mutual execution of this Lease, Tenant
                           shall deliver to Landlord the sum of $41,136 as
                           prepaid base rent, to be applied to the base rent due
                           for the third month of this Lease. All sums payable
                           to Landlord by Tenant pursuant to the provisions of
                           this Lease are rent to Landlord. Tenant shall pay
                           Landlord without notice, demand, deduction, offset,
                           or counterclaim, in lawful money of the United
                           States, the monthly base rental stated in Section
                           1(f) in advance on or before the first day of each
                           month, and any other additional payments due to
                           Landlord, including Operating Costs (hereinafter
                           defined) when required under this Lease (all of which
                           are collectively referred to herein as the "Rent").
                           If any sums payable by Tenant to Landlord under this
                           Lease are not received within five days following the
                           date due, Tenant shall pay Landlord in addition to
                           the amount due, for the cost of collecting and
                           handling such late payment, an amount equal to the
                           greater of $100 or five percent (5%) of the
                           delinquent amount. In addition, all delinquent sums
                           payable by Tenant to Landlord and not paid within
                           five days of the due date shall, at Landlord's
                           option, bear interest at the rate of twelve percent
                           (12%) per annum, or the highest rate of interest
                           allowable by law, whichever is less. Interest on all
                           delinquent amounts shall be calculated from the
                           original due date to the date of payment. Landlord's
                           acceptance of less than the full amount of any
                           payment due from Tenant shall not be deemed an accord
                           and satisfaction or compromise of such payment unless
                           Landlord specifically consents in writing to payment
                           of such lesser sum as an accord and satisfaction or
                           compromise of the amount which Landlord claims.

                       5.  USES. The Premises shall be used only as a floor
                           covering and ancillary products warehouse storage and
                           distribution facility and related office (the
                           "Permitted Use"), and for no other business or
                           purpose whatsoever without the prior written consent
                           of Landlord, no to be unreasonably withheld or
                           delayed. In granting or withholding such consent,
                           Landlord may consider the impact of any proposed use
                           on the use and value of the Reserved Space. Landlord
                           is not aware that any zoning regulations or other
                           applicable laws would prohibit use of the Premises
                           for Tenant's intended use. Tenant shall have access
                           to the Premises twenty-four hours per day, 7 days per
                           week. No act shall be done on or around the Premises
                           that is unlawful or that will increase the existing
                           rate of insurance on the Premises or the Building, or
                           cause the cancellation of any insurance on the
                           Premises or the Building. Tenant shall not commit or
                           allow to be committed any waste upon the Premises, or
                           any public or private nuisance. Tenant shall not do
                           or permit anything to be done in the Premises which
                           will obstruct or interfere with the rights of other
                           tenants or occupants of the Property, or Landlord, or
                           their customers, clients and visitors, or injure or
                           annoy such persons.

                       6.  COMPLIANCE WITH LAWS. Tenant shall not cause or
                           permit the Premises to be used in any way which
                           violates any law, ordinance, or governmental
                           regulation or order. Landlord shall deliver the
                           Premises to Tenant in a condition which complies with
                           all laws, rules, regulations, or orders, including
                           without limitation the Americans With Disabilities
                           Act, as applicable to the Premises on the
                           Commencement Date, except that Tenant shall be
                           responsible for bringing the Premises into compliance
                           with any laws which are applicable to the Premises as
                           a result of Tenant's particular use of the Premises,
                           such as modifications required by the Americans With
                           Disabilities Act as a

                                      -6-

 
                           result of Tenant opening the Premises to the public
                           as a place of public accommodation. If the enactment,
                           amendment or enforcement of any law, ordinance,
                           regulation or code during the Lease term requires any
                           changes to the Premises during the Lease term, the
                           Tenant shall perform all such changes at its expense
                           if the changes are required due to the nature of
                           Tenant's activities at the Premises, or due to
                           alterations that Tenant seeks to make to the
                           Premises; otherwise, Landlord shall perform all such
                           changes at its expense. Tenant shall be responsible
                           for obtaining all required permits of any nature
                           necessary for the operation of Tenant's business on
                           the Premises, or for any construction or installation
                           work to be undertaken by Tenant.

                       7.  OPERATING COSTS\UTILITIES\TAXES.

                           a.  Net Rent. Except as specifically set forth
                           herein, it is the intention of Landlord and Tenant
                           that the rental received by Landlord be net of any
                           taxes or expenses of any sort, except expenses for
                           Landlord's use of utilities and services in the
                           Reserved Space and Landlord's share of insurance and
                           other expenses related to the entire Building, based
                           on the percentage of the square footage of the
                           Building which is included in the Reserved Space,
                           which percentage is agreed by Landlord and Tenant to
                           be nine percent (9%).

                           b.  Operating Costs of the Building. Tenant shall pay
                           to Landlord as additional rent ninety one percent
                           (91%) of all "Operating Costs of the Building" which
                           shall include without limitation all costs not
                           required to be paid directly by Tenant hereunder, of
                           operating, maintaining and repairing the Building
                           (except for exterior walls, foundation and roof as
                           provided below). Operating Costs of the Building
                           shall include without limitation the following:
                           insurance premiums paid by Landlord and (to the
                           extent used) deductibles; and amortization (in
                           accordance with generally accepted accounting
                           principles) of capital improvements that Landlord may
                           make in the future (except for exterior walls,
                           foundation and roof as provided below). Operating
                           Costs of the Building shall not include the cost of
                           maintaining and repairing, or making capital
                           improvements to, the Building's exterior walls,
                           foundation and roof, except as required to fix damage
                           to the Building caused by Tenant, its agents,
                           employees, contractors customers or invitees. In
                           addition, Operating Costs of the Building shall not
                           include: Landlord's income tax or general corporate
                           overhead, depreciation on the Building or equipment
                           therein; loan payments; real estate brokers
                           commissions; or any costs regarding the operation,
                           maintenance and repair of the Premises, the Building,
                           or the Property paid directly by Tenant or other
                           tenants in the Building. Tenant shall also pay to
                           Landlord as additional Rent a reasonable maintenance
                           and management fee in the amount of three percent
                           (3%) of then applicable base rent.

                           c.  Utilities and Services. Tenant shall obtain, at
                           Tenant's sole expense, all utilities which Tenant may
                           need or desire, including, without limitation all
                           electrical, natural gas, water, sewer, telephone,
                           telecommunications services; janitorial services;
                           refuse removal; recycling; pest control; snow and ice
                           removal; fire detection and security services; and
                           other services which Tenant needs or desires with
                           respect to the Premises. Gas and electrical power
                           shall be separately metered. Water charges need not
                           be separately metered. Any utility charges which are
                           not separately metered and paid directly by Tenant
                           shall be included in the Operating Costs of the
                           Building in accordance with the preceding Section
                           7(b) of this Lease; provided however that if Landlord
                           can show with reasonable certainty that Tenant's use
                           of any utilities or services so divided exceeds
                           ninety-one percent (91%) of the total of such
                           utilities or services provided to the Building, then
                           Tenant shall pay a proportionally higher share of
                           such utilities or services so that Tenant bears the
                           full cost of all utilities and services used by
                           Tenant.

                           d.  Repairs and Maintenance of Real Property.
                           Landlord shall provide the following repairs and
                           maintenance of the Real Property (not including the
                           Building): landscape maintenance, upkeep and
                           replacement; parking lot, road, sidewalk and driveway
                           patching, resurfacing and maintenance (but not
                           including snow and ice removal); and maintenance of
                           the biofilter swale and detention pond located on the
                           Real Property, all of which shall be collectively
                           referred to herein as the "Operating Costs for the
                           Real Property". Tenant shall pay to Landlord as
                           additional rent one hundred percent (100%) of the
                           Operating Costs for the Real Property.

                                      -7-

 
                           e.  Taxes. Landlord shall pay all taxes and
                           assessments on the non Building portion of the Real
                           Property and on the improvements to the Real Property
                           (including, but not limited to, real and personal
                           property taxes and assessments, local improvement
                           district assessments and other special purpose
                           assessments, and taxes on rent or gross receipts)
                           (the "Taxes") including any Taxes resulting from a
                           reassessment of the Building due to a change of
                           ownership or otherwise. Tenant shall pay to Landlord
                           as additional rent ninety one percent (91%) of all
                           taxes and assessments on the improvements to the Real
                           Property (including, but not limited to, real and
                           personal property taxes and assessments, local
                           improvement district assessments and other special
                           purpose assessments, and taxes on rent or gross
                           receipts); and ninety six percent (96%) of all taxes
                           and assessments on the non Building portions of the
                           Real Property itself (including, but not limited to,
                           real property taxes and assessments, local
                           improvement district assessments and other special
                           purpose assessments).

                           f.  Payment and Accounting. Landlord shall provide to
                           Tenant, at or before the Commencement Date, a good
                           faith estimate of annual Operating Costs of the
                           Building, Operating Costs for the Real Property and
                           Taxes (collectively the "Operating Costs") for the
                           remainder of the calendar year in which the
                           Commencement Date occurs. Landlord shall also provide
                           to Tenant, as soon as possible following the first
                           day of each succeeding calendar year, a good faith
                           estimate of the annual Operating Costs for the then-
                           current year. Based on such estimates, Tenant's
                           annual payment obligation to Landlord for the
                           Operating Costs shall be divided into twelve (12)
                           equal monthly installments. Tenant shall pay to
                           Landlord such monthly installments with each monthly
                           payment of base rent. In the event the estimated
                           amount of Tenant's payment obligation to Landlord for
                           the Operating Costs has not yet been determined at
                           the beginning of any calendar year, Tenant shall pay
                           the monthly installment in the estimated amount
                           determined for the preceding calendar year until the
                           estimate for the current calendar year has been
                           provided to Tenant. At such time as the estimate for
                           the current calendar year is received, Tenant shall
                           then pay any shortfall or receive a credit for any
                           surplus for the preceding months of the current
                           calendar year and shall, thereafter, make the monthly
                           installment payment in accordance with the current
                           estimate. As soon as reasonably possible following
                           the end of each calendar year of the Lease term,
                           Landlord shall determine and provide to Tenant a
                           statement (the "Annual Cost Statement") setting forth
                           the amount of Operating Costs actually incurred and
                           the amounts thereof paid by Tenant with respect to
                           such calendar year. In the event the amount payable
                           by Tenant for Operating Costs exceeds the sum of the
                           monthly installments actually paid by Tenant for such
                           calendar year, Tenant shall pay to Landlord the
                           difference within thirty (30) days following receipt
                           of the Annual Cost Statement. In the event the sum of
                           such installments paid exceeds the amount payable by
                           Tenant for Operating Costs, the difference shall be
                           applied as a credit to Tenant's obligation to pay
                           future Operating Costs.

                       8.  TENANT'S TAXES. Tenant shall pay all taxes,
                           assessments, liens and license fees levied, assessed
                           or imposed by any authority having the direct or
                           indirect power to tax or assess any such liens, by
                           reason of Tenant's use of the Premises, and all taxes
                           on Tenant's personal property located on the
                           Premises.

                       9.  ALTERATIONS. Tenant may make alterations, additions
                           or improvements to the Premises, ("Alterations"),
                           only with the prior written consent of Landlord which
                           will not be unreasonably withheld or delayed. Tenant
                           shall complete all Alterations at Tenant's expense in
                           compliance with all applicable laws and in accordance
                           with plans and specifications approved by Landlord,
                           using contractors approved by Landlord, and in a
                           manner so as to not unreasonably interfere with
                           Landlord or other tenants of the Building. Landlord
                           shall be deemed the owner of all Alterations except
                           for Tenant's trade fixtures, and those which Landlord
                           requires to be removed at the end of the Lease term.
                           Tenant shall remove all Alterations at the end of the
                           Lease term unless Landlord conditioned its consent
                           upon Tenant leaving a specified Alteration at the
                           Premises, in which case Tenant shall not remove such
                           Alteration. Tenant shall immediately repair any
                           damage to the Premises caused by removal of
                           Alterations and trade fixtures.

                                      -8-

 
               10.  REPAIRS AND MAINTENANCE. Tenant shall, at its sole expense, 
                    maintain the Premises in good condition and promptly make 
                    all repairs and replacements, whether structural or non-
                    structural, necessary to keep the Premises (including the
                    Real Property) safe and in good condition, including removal
                    of snow and ice from the roadways, parking areas, sidewalks,
                    and loading dock areas of the Premises, refurbishing and
                    repainting, carpet replacement, repair and maintenance of
                    air conditioning, heating, ventilation, plumbing, electrical
                    and lighting systems and all utilities and other systems
                    serving the Premises; provided however that Landlord shall
                    maintain and repair the Building foundation, exterior walls
                    (but not including exterior lighting which may be attached
                    to the exterior walls of the Building) Tenant shall not
                    damage any demising wall or disturb the structural integrity
                    of the Building and shall promptly repair any damage or
                    injury done to any such demising walls or structural
                    elements caused by Tenant or its employees, agents,
                    contractors, or invitees. If Tenant fails to maintain or
                    repair the Premises, Landlord may enter the Premises and
                    perform such repair or maintenance on behalf of Tenant. In
                    such case, Tenant shall be obligated to pay to Landlord
                    immediately upon receipt of demand for payment, as
                    additional Rent, all costs incurred by Landlord.
                    Notwithstanding anything in this Section to the contrary,
                    Tenant shall not be responsible for any repairs to the
                    Premises made necessary by the acts of Landlord or its
                    agents, employees, contractors or invitees therein.

               11.  SURRENDER. Upon expiration or early or termination of this
                    Lease, whether by lapse of time or otherwise, Tenant shall
                    promptly and peacefully surrender the Premises to Landlord
                    in as good condition as when received by Tenant from
                    Landlord or as thereafter improved, reasonable wear and tear
                    and insured casualty excepted. Tenant shall be entitled to
                    remove its trade fixtures and equipment from the Premises
                    upon surrender of the Premises if Tenant is not then in
                    default under this Lease; provided that Tenant must repair
                    all damage to the Premises caused by such removal. Unless
                    Landlord notifies Tenant otherwise in writing, Tenant shall
                    be required to remove Tenant's Sprinkler System at the time
                    of surrender of the Premises and return Landlord's Sprinkler
                    System to its original condition. Unless Landlord notifies
                    Tenant otherwise in writing, Tenant shall be required to
                    remove from the Premises all shelves, bins, machinery and
                    personal property of Tenant's, and to repair any damage
                    caused to the Premises by such removal.

               12.  ACCESS. After reasonable notice from Landlord (except in
                    cases of emergency, where no notice is required), Tenant
                    shall permit Landlord and its agents and employees to enter
                    the Premises at all reasonable times for the purposes of
                    repair or inspection. Landlord shall also be entitled to
                    enter the Premises as reasonably necessary for Landlord to
                    make alterations to the Reserved Space; provided however
                    that Landlord shall not unreasonably interfere with Tenant's
                    operations in the Premises. This Section shall not impose
                    any repair or other obligation upon Landlord not expressly
                    stated elsewhere in this Lease. After reasonable notice to
                    Tenant, Landlord shall have the right to enter the Premises
                    for the purpose of showing the Premises to prospective
                    purchasers or lenders at any time, and to prospective
                    tenants within 180 days prior to the expiration or sooner
                    termination of the Lease term.

               13.  SIGNAGE. Tenant shall obtain Landlord's written consent
                    before installing any signs upon the Premises which consent
                    shall not be unreasonably withheld or delayed. Tenant shall
                    install any approved signage at Tenant's sole expense and in
                    compliance with all applicable laws. Tenant shall not damage
                    or deface the Premises in installing or removing signage and
                    shall repair any injury or damage to the Premises caused by
                    such installation or removal.

               14.  DESTRUCTION OR CONDEMNATION.

                    a.  Damage and Repair. If the Premises are partially damaged
                    but not rendered untenantable, by fire or other insured
                    casualty, then Landlord shall diligently restore the
                    Premises and the portion of the Property necessary for
                    Tenant's occupancy and this Lease shall not terminate;
                    provided, however, Tenant may terminate the Lease if
                    Landlord is unable to restore the Premises within six (6)
                    months of the casualty event. The Premises shall not be
                    deemed untenantable if less than twenty-five percent (25%)
                    of each of those areas are damaged. Notwithstanding the
                    foregoing, Landlord shall

                                      -9-

 
                    have no obligation to restore the Premises if insurance
                    proceeds are not available to pay the entire cost of such
                    restoration. If insurance proceeds are available to Landlord
                    but are not sufficient to pay the entire cost of
                    restoration, then Landlord may elect to terminate this Lease
                    and keep the insurance proceeds, by notifying Tenant within
                    sixty (60) days of the date of such casualty.

                    If the Premises are entirely destroyed, or partially damaged
                    and rendered untenantable, by fire or other casualty,
                    Landlord may, at its option: (a) terminate this Lease as
                    provided herein, or (b) restore the Premises to their
                    previous condition; provided, however, if such casualty
                    event occurs during the last 6 months of the Lease term then
                    either Tenant or Landlord may elect to terminate the Lease.
                    If, within 60 days after receipt by Landlord from Tenant of
                    written notice that Tenant deems the Premises or the portion
                    of the Property necessary for Tenant's occupancy
                    untenantable, Landlord fails to notify Tenant of its
                    election to restore those areas, or if Landlord is unable to
                    restore those areas within six (6) months of the date of the
                    casualty event, then Tenant may- elect to terminate the
                    Lease.

                    If Landlord restores the Premises under this Section
                    Landlord shall proceed with reasonable diligence to complete
                    the work, and the base rent shall be abated in the same
                    proportion as the untenantable portion of the Premises bears
                    to the whole Premises, provided that there shall be a rent
                    abatement only if the damage or destruction of the Premises
                    or the Property did not result from, or was not contributed
                    to directly or indirectly by the act, fault or neglect of
                    Tenant, or Tenant's officers, contractors, licensees,
                    agents, servants, employees, guests, invitees or visitors.
                    Provided, Landlord complies with its obligations under this
                    Section, no damages, compensation or claim shall be payable
                    by Landlord for inconvenience, loss of business or annoyance
                    directly, incidentally or consequentially arising from any
                    repair or restoration of any portion of the Premises or the
                    Property. Landlord will not carry insurance of any kind for
                    the protection of Tenant or any improvements paid for by
                    Tenant or on Tenant's furniture or on any fixtures,
                    equipment, improvements or appurtenances of Tenant under
                    this Lease, and Landlord shall not be obligated to repair
                    any damage thereto or replace the same unless the damage is
                    caused by Landlord's negligence.

                    b. Condemnation. If the Premises are made untenantable by
                    eminent domain, or conveyed under a threat of condemnation,
                    this Lease shall terminate at the option of either Landlord
                    or Tenant as of the earlier of the date title vests in the
                    condemning authority or the condemning authority first has
                    possession of the Premises or the portion of the Property
                    and all Rents and other payments shall be paid to that date.
                    In case of taking of a part of the Premises that does not
                    render those areas not taken untenantable, then this Lease
                    shall continue in full force and effect and the base rent
                    shall be equitably reduced based on the proportion by which
                    the floor area of any structures is reduced, such reduction
                    in base rent to be effective as of the earlier of the date
                    the condemning authority first has possession of such
                    portion or title vests in the condemning authority. The
                    Premises shall not be deemed untenantable if less than
                    twenty-five percent (25%) of the Premises is condemned.
                    Landlord shall be entitled to the entire award from the
                    condemning authority attributable to the value of the
                    Premises or the Real Property and Tenant shall make no claim
                    for the value of its leasehold. Tenant shall be permitted to
                    make a separate claim against the condemning authority for
                    moving expenses or damages resulting from interruption in
                    its business, provided that in no event shall Tenant's claim
                    reduce Landlord's award.

               15.  INSURANCE.

                    a. Liability Insurance. During the Lease term, Tenant shall
                    pay for and maintain commercial general liability insurance
                    with broad form property damage and contractual liability
                    endorsements. This policy shall name Landlord as an
                    additional insured, and shall insure Tenant's activities and
                    those of Tenant's employees, officers, contractors,
                    licensees, agents, servants, employees, guests, invitees or
                    visitors with respect to the Premises against loss, damage
                    or liability for personal injury or death or loss or damage
                    to property with a combined single limit of not less than
                    $5,000,000, and a deductible of not more than $5,000. The
                    insurance will be noncontributory with any liability
                    insurance carried by Landlord.

                                      -10-

 
                    b. Tenant's Insurance. During the Lease term, Tenant shall
                    pay for and maintain replacement cost fire and extended
                    coverage insurance, with vandalism and malicious mischief,
                    sprinkler leakage and earthquake endorsements, in an amount
                    sufficient to cover not less than 100% of the full
                    replacement cost, as the same may exist from time to time,
                    of all of Tenant's personal property, fixtures, equipment
                    and tenant improvements.

                    c. Miscellaneous. Insurance required under this Section
                    shall be with companies rated A-XV or better in Best's
                    Insurance Guide, and which are authorized to transact
                    business in the State of Washington. No insurance policy
                    shall be canceled or reduced in coverage and each such
                    policy shall provide that it is not subject to cancellation
                    or a reduction in coverage except after thirty (30) days'
                    prior written notice to Landlord. Tenant shall deliver to
                    Landlord upon commencement of the Lease and from time to
                    time thereafter, copies or certificates of the insurance
                    policies required by this Section. In no event shall the
                    limit of such policies be considered as limiting the
                    liability of Tenant under this Lease.

                    d. Landlord Insurance. Landlord shall carry standard form
                    extended coverage fire insurance of the Building shell and
                    core in the amount of their full replacement value, and such
                    other insurance of such types and amounts as Landlord, in
                    its discretion, shall deem reasonably appropriate, which may
                    include without limitation coverage for loss of Rents from
                    the Premises. The cost of any such insurance be included in
                    the Operating Costs of the Building. Landlord's insurance
                    may be included in a "blanket policy" insuring other parties
                    and/or locations in addition to the Building, in which case
                    the portion of the premiums therefor allocable to the
                    Building shall be included in the Operating Costs of the
                    Building. In addition to the foregoing, in the event Tenant
                    fails to provide or keep in force any of the insurance as
                    required above, Landlord, in its discretion, may provide
                    such insurance, in which event, the cost thereof shall be
                    payable by Tenant to Landlord as additional rent on the
                    first day of the calendar month immediately following demand
                    therefor from Landlord. Landlord shall make all reasonable
                    attempts to secure insurance that does not charge a higher
                    premium due to Tenant's particular use of the Premises as a
                    floor covering and ancillary products warehouse and
                    distribution center.

                    e. Waiver of Subrogation. Landlord and Tenant hereby release
                    each other and any other tenant, their agents or employees,
                    from responsibility for, and waive their entire claim of
                    recovery for any loss or damage arising from any cause
                    covered by insurance required to be carried by each of them.
                    Each party shall provide notice to the insurance carrier or
                    carriers of this mutual waiver of subrogation, and shall
                    cause its respective insurance carriers to waive all rights
                    of subrogation against the other, This waiver shall not
                    apply to the extent of the deductible amounts to any such
                    policies or to the extent of liabilities exceeding the
                    limits of such policies.

               16.  INDEMNIFICATION. Tenant shall defend, indemnity, and hold
                    Landlord harmless against all liabilities, damages, costs,
                    and expenses, including attorneys' fees, arising from any
                    negligent or wrongful act or omission of Tenant or Tenant's
                    officers, contractors, licensees, agents, servants,
                    employees, guests, invitees, or visitors on or around the
                    Premises or arising from any breach of this Lease by Tenant.
                    Tenant shall use legal counsel acceptable to Landlord in
                    defense of any action within Tenant's defense obligation.
                    Landlord shall defend, indemnity and hold Tenant harmless
                    against all liabilities, damages, costs, and expenses,
                    including attorneys' fees, arising from any negligent or
                    wrongful act or omission of Landlord or Landlord's officers,
                    contractors, licensees, agents, servants, employees, guests,
                    invitees, or visitors on or around the Premises or arising
                    from any breach of this Lease by Landlord. Landlord shall
                    use legal counsel acceptable to Tenant in defense of any
                    action within Landlord's defense obligation.

               17.  ASSIGNMENT AND SUBLETTING. Except for assignments or
                    subleases to entities which are wholly owned by Tenant or
                    which are wholly owned by Tenant's parent company,
                    ("Affiliate") Tenant shall not assign, sublet, mortgage,
                    encumber or otherwise transfer any interest in this Lease
                    (collectively referred to as a "Transfer") or any part of
                    the Premises, without first obtaining Landlord's written
                    consent, which will not be unreasonably withheld or delayed.
                    No Transfer shall relieve Tenant of any liability

                                      -11-

 
                    under this Lease notwithstanding Landlord's consent to such
                    transfer, nor shall any Transfer with or without Landlord's
                    consent relieve any guarantor of this Lease from liability
                    on such guarantee. Consent to any Transfer shall not operate
                    as a waiver of the necessity for Landlord's consent to any
                    subsequent Transfer. As a condition to Landlord's approval,
                    if given, any potential assignee or subtenant otherwise
                    approved by Landlord shall assume all obligations of Tenant
                    under this Lease and shall be jointly and severally liable
                    with Tenant and any guarantor, if required, for the payment
                    of Rent and performance of all terms of this Lease. In
                    connection with any Transfer, Tenant shall provide Landlord
                    with copies of all assignments, subleases and assumption
                    instruments. In addition, in the event of a sublease or
                    assignment of all or a portion of the Premises to an entity
                    that is not an Affiliate, in which the subtenant or assignee
                    gives total consideration greater in value than the rent due
                    to Landlord hereunder for said portion ("Bonus Rent"),
                    Tenant shall pay to Landlord fifty percent (50%) of the
                    Bonus Rent as it is received by Tenant. In calculating Bonus
                    Rent subtenant's or assignee's total consideration given
                    shall be converted as closely as possible to a dollar per
                    square foot per month value which shall be compared to the
                    same value determined under this Lease.

               18.  LIENS. Tenant shall have no authority, express or implied,
                    to create or place any lien or encumbrance of any kind or
                    nature whatsoever upon, or in any manner to bind, the
                    interest of Landlord in the Premises or to charge the
                    rentals payable hereunder for any claim in favor of any
                    person dealing with Tenant, including those who may furnish
                    materials are perform labor for any construction or repairs,
                    and each such claim shall affect and each such lien shall
                    attach to, if at all, only the leasehold interest granted to
                    Tenant by this Lease. Tenant covenants and agrees that it
                    will pay or cause to be paid all sums legally due and
                    payable by it on account of any labor performed or materials
                    furnished in connection with any work performed on the
                    Premises on which any lien is or can be validly and legally
                    asserted against Tenant's interest in the Premises or the
                    improvements thereon, and that it will save and hold
                    Landlord harmless from any and all loss, cost or expense
                    based on or arising out of asserted claims or liens against
                    the leasehold estate or against the right, title and
                    interest of Landlord in the Premises. If a lien is filed
                    against the Premises by any person claiming by, through or
                    under Tenant, Tenant shall, upon request of Landlord, at
                    Tenant's expense, immediately furnish to Landlord a bond in
                    form and amount and issued by a surety satisfactory to
                    Landlord, indemnifying Landlord and the Premises against all
                    liabilities, costs and expenses, including attorneys' fees,
                    which Landlord could reasonably incur as a result of such
                    lien(s).

               19.  DEFAULT. The following occurrences shall each be deemed an
                    Event of Default by Tenant:

                    a. Failure To Pay. Tenant fails to pay any sum, including
                    Rent, due under this Lease following five (5) days written
                    notice from Landlord of the failure to pay.

                    b. Insolvency. Tenant becomes insolvent, voluntarily or
                    involuntarily bankrupt, or a receiver, assignee or other
                    liquidating officer is appointed for Tenant's business,
                    provided that in the event of any involuntary bankruptcy or
                    other insolvency proceeding, the existence of such
                    proceeding shall constitute an Event of Default only if such
                    proceeding is not dismissed or vacated within 60 days after
                    its institution or commencement.

                    c. Levy or Execution. Tenant's interest in this Lease or the
                    Premises, or any part thereof, is taken by execution or
                    other process of law directed against Tenant, or is taken
                    upon or subjected to any attachment by any creditor of
                    Tenant, it such attachment is not discharged within 15 days
                    after being levied.

                    d. Other Non-Monetary Defaults. Tenant breaches any
                    agreement, term or covenant of this Lease other than one
                    requiring the payment of money and not otherwise enumerated
                    in this Section, and the breach continues for a period of 30
                    days after notice by Landlord to Tenant of the breach.

                                      -12-

 
               20.  REMEDIES. Landlord shall have the following remedies upon an
                    Event of Default. Landlord's rights and remedies under this
                    Lease shall be cumulative, and none shall exclude any other
                    right or remedy allowed by law.

                    a. Termination of Lease. Landlord may terminate Tenant's
                    interest under the Lease, but no act by Landlord other than
                    written notice from Landlord to Tenant of termination shall
                    terminate this Lease. The Lease shall terminate on the date
                    specified in the notice of termination. Upon termination of
                    this Lease, Tenant will remain liable to Landlord for
                    damages in an amount equal to the Rent and other sums that
                    would have been owing by Tenant under this Lease for the
                    balance of the Lease term, less the net proceeds, if any, of
                    any reletting of the Premises by Landlord subsequent to the
                    termination, after deducting all Landlord's Reletting
                    Expenses (as defined below). Landlord shall be entitled to
                    either collect damages from Tenant monthly on the days on
                    which Rent or other amounts would have been payable under
                    the Lease, or alternatively, Landlord may accelerate Tenants
                    obligations under the Lease and recover from Tenant: (i)
                    unpaid Rent which had been earned at the time of
                    termination; (ii) the amount by which the unpaid Rent which
                    would have been earned after termination until the time of
                    award exceeds the amount of Rent loss that Tenant proves
                    could reasonably have been avoided; (iii) the amount by
                    which the unpaid Rent for the balance of the term of the
                    Lease after the time of award exceeds the amount of Rent
                    loss that Tenant proves could reasonably be avoided
                    (discounting such amount by the discount rate of the Federal
                    Reserve Bank of San Francisco at the time of the award, plus
                    1%); and (iv) any other amount necessary to compensate
                    Landlord for all the detriment proximately caused by
                    Tenant's failure to perform its obligations under the Lease,
                    or which in the ordinary course would be likely to result
                    from the Event of Default, including without limitation
                    Reletting Expenses described in Section 21(b).

                    b. Re-Entry and Reletting. Landlord may continue this Lease
                    in full force and effect, and without demand or notice, re-
                    enter and take possession of the Premises or any part
                    thereof, expel the Tenant from the Premises and anyone
                    claiming through or under the Tenant, and remove the
                    personal property of either. Landlord may relet the
                    Premises, or any part of them, in Landlord's or Tenant's
                    name for the account of Tenant, for such period of time and
                    at such other terms and conditions, as Landlord, in its
                    discretion, may determine. Landlord may collect and receive
                    the Rents for the Premises. Re-entry or taking possession of
                    the Premises by Landlord under this Section shall not be
                    construed as an election on Landlord's part to terminate
                    this Lease, unless a written notice of termination is given
                    to Tenant. Landlord reserves the right following any re-
                    entry or reletting, or both, under this Section to exercise
                    its right to terminate the Lease. During the Event of
                    Default, Tenant will pay Landlord the Rent and other sums
                    which would be payable under this Lease if repossession had
                    not occurred, plus the net proceeds, if any, after reletting
                    the Premises, after deducting Landlord's Reletting Expenses.
                    "Reletting Expenses" is defined to include all expenses
                    incurred by Landlord in connection with reletting the
                    Premises, including without limitation, all repossession
                    costs, brokerage commissions, attorneys' fees, remodeling
                    and repair costs, costs for removing and storing Tenant's
                    property and equipment, and rent concessions granted by
                    Landlord to any new Tenant, prorated over the life of the
                    new lease.

                    c. Waiver of Redemption Rights. Tenant, for itself, and on
                    behalf of any and all persons claiming through or under
                    Tenant, including creditors of all kinds, hereby waives and
                    surrenders all rights and privileges which they may have
                    under any present or future law, to redeem the Premises or
                    to have a continuance of this Lease for the Lease term, as
                    it may have been extended.

                    d. Nonpayment of Additional Rent All costs which Tenant
                    agrees to pay to Landlord pursuant to this Lease shall in
                    the event of nonpayment be treated as if they were payments
                    of Rent, and Landlord shall have all the rights herein
                    provided for in case of nonpayment of Rent.

                    e. Failure to Remove Property. If Tenant fails to remove
                    any of its property from the Premises at Landlord's request
                    following an uncured Event of Default, Landlord may, at its
                    option, remove and store the property at Tenant's expense
                    and risk. If Tenant does not pay the storage cost within
                    five (5) days of Landlord's request,

                                      -13-

 
                    Landlord may, at its option, have any or all of such
                    property sold at public or private sale (and Landlord may
                    become a purchaser at such sale), in such manner as Landlord
                    deems proper, without notice to Tenant. Landlord shall apply
                    the proceeds of such sale: (i) to the expense of such sale,
                    including reasonable attorneys' fees actually incurred; (ii)
                    to the payment of the costs or charges for storing such
                    property; (iii) to the payment of any other sums of money
                    which may then be or thereafter become due Landlord from
                    Tenant under any of the terms hereof; and (iv) the balance,
                    if any, to Tenant. Nothing in this Section shall limit
                    Landlord's right to sell Tenant's personal property as
                    permitted by law to foreclose Landlord's lien for unpaid
                    rent.

               21.  RESTRICTIONS. This Lease is subject to the effect of (a) any
                    covenants, conditions, restrictions, easements, or rights of
                    way of record, and any other matters or documents of record;
                    (b) any zoning laws of the city, county and state where the
                    Real Property is situated; and (c) general and special taxes
                    not delinquent. Tenant agrees that as to its leasehold
                    estate, Tenant and all persons in possession or holding
                    under Tenant will conform to and will not violate the terms
                    of any covenants, conditions or restrictions of record which
                    may now or hereafter encumber the property (hereinafter the
                    "Restrictions"). This Lease is subordinate to the
                    Restrictions and any amendments or modifications thereto.

               22.  MORTGAGE SUBORDINATION/NON-DISTURBANCE. Tenant accepts this
                    Lease subject and subordinate to any mortgages and/or deeds
                    of trust now or any time hereinafter constituting a lien or
                    charge upon the Premises or the improvements situated
                    thereon, provided, however, that if the mortgagee, trustee,
                    or holder of any such mortgage or deed of trust elects to
                    have Tenant's interest in this Lease superior to any such
                    instrument, then by notice to Tenant from such mortgagee,
                    trustee or holder, this Lease shall be deemed to superior to
                    such lien, whether this Lease was executed before after said
                    mortgage or deed of trust.. Tenant shall at any time
                    hereinafter on demand execute any instruments, releases or
                    other documents which may be required by any mortgagee for
                    the purpose of subjecting and subordinating this Lease to
                    the lien of any such mortgage; provided however that such
                    instruments must provide that in the event the mortgagee or
                    the beneficiary of the deed of trust becomes the owner of
                    the Premises pursuant to any foreclosure or trustee's sale,
                    the mortgagee or beneficiary will not disturb Tenant in it
                    possession and enjoyment of the Premises so long as Tenant
                    abides by the terms and conditions of this Lease.

               23.  NON-WAIVER. Landlord's waiver of any breach of any term
                    contained in this Lease shall not be deemed to be a waiver
                    of the same term for subsequent acts of Tenant. The
                    acceptance by Landlord of Rent or other amounts due by
                    Tenant hereunder shall not be deemed to be a waiver of any
                    breach by Tenant preceding such acceptance.

               24.  HOLDOVER. If Tenant shall, without the written consent of
                    Landlord, hold over after the expiration or termination of
                    the Term, such tenancy shall be deemed to be on a month-to-
                    month basis and may be terminated according to Washington
                    law. During such tenancy, Tenant agrees to pay to Landlord
                    125% the rate of Rent last payable under this Lease, unless
                    a different rate is agreed upon by Landlord. All other terms
                    of the Lease shall remain in effect.

               25.  COSTS AND ATTORNEYS' FEES. If Tenant or Landlord engage the
                    services of an attorney to collect monies due or to bring
                    any action for any relief against the other, declaratory or
                    otherwise, arising out of this Lease, including any suit by
                    Landlord for the recovery of Rent or other payments, or
                    possession of the Premises, the losing party shall pay the
                    prevailing party a reasonable sum for attorneys' fees and
                    expert witness fees in such suit, at trial and on appeal.

               26.  ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon
                    written request of Landlord, execute, acknowledge and
                    deliver to Landlord or its designee a written statement
                    specifying the following, subject to any modifications
                    necessary to make such statements true and complete: (i) the
                    date the Lease term commenced and the date it expires; (ii)
                    the amount of monthly base rent and the date to which such
                    base rent has been paid; (iii) that this Lease is in full
                    force and effect and has not been assigned, modified,
                    supplemented or amended in any way; (iv) that this Lease

                                      -14-

 
                    represents the entire agreement between the parties; (v)
                    that all conditions under this Lease to be performed by
                    Landlord have been satisfied; (vi) that there are no
                    existing claims, defenses or offsets which the Tenant has
                    against the enforcement of this Lease by Landlord; (vii)
                    that no Rent has been paid more than one month in advance;
                    (viii) that no security has been deposited with Landlord
                    (or, if so, the amount thereof) and (ix) any such other
                    matters pertaining to this Lease may be requested by
                    Landlord. Any such statement delivered pursuant to this
                    Section may be relied upon by a prospective purchaser of
                    Landlord's interest or assignee of any mortgage or new
                    mortgagee of Landlord's interest in the Premises. It Tenant
                    shall fail to respond within ten (10) days of receipt by
                    Tenant of a written request by Landlord as herein provided,
                    Tenant shall be deemed to have given such certificate as
                    above provided without modification and shall be deemed to
                    have admitted the accuracy of any information supplied by
                    Landlord to a prospective purchaser or mortgagee.

               27.  TRANSFER OF LANDLORD'S INTEREST. This Lease shall be
                    assignable by Landlord without the consent of Tenant. Any
                    such assignment shall not alter the terms of this lease. In
                    the event of any transfer or transfers of Landlord's
                    interest in the Premises, other than a transfer for security
                    purposes only, upon the assumption of this Lease by the
                    transferee, Landlord shall be automatically relieved of
                    obligations and liabilities accruing from and after the date
                    of such transfer, except for any retained security deposit
                    or prepaid rent, and Tenant shall attorn to the transferee.

               28.  LIABILITY OF LANDLORD. Landlord shall not be liable to
                    Tenant or Tenant's employees, agents, servants, guests,
                    invitees or visitors, or to any other person whomsoever, for
                    any injury to person or damage to property on or about the
                    Premises, resulting from and/or caused in part or whole by
                    the negligence or misconduct of Tenant, its employees,
                    agents, servants, guests, invitees or visitors, or any other
                    person entering upon the Premises, or caused by the Building
                    or the Premises becoming out of repair, or caused by leakage
                    of gas, oil, water, steam or by electricity emanating from
                    the Premises, or due to any cause whatsoever, and Tenant
                    hereby covenants and agrees that it will at all times
                    indemnify, defend and hold safe and harmless the Real
                    Property, the Premises, Landlord, Landlord's employees,
                    agents, servants, guests, invitees, and visitors from any
                    loss, liability, claims, suits, costs, expenses, including
                    without limitation attorneys' fees and damages, both real
                    and alleged, arising out of any such damage or injury;
                    except injury to persons or damage to property the sole
                    cause of which is the negligence of Landlord. Tenant agrees
                    that no trustee, officer, employee, or agent of Landlord,
                    shall be personally liable for any obligation of Landlord
                    hereunder, and that Tenant must look solely to the interests
                    of Landlord in the Real Property for the enforcement of any
                    claims against Landlord arising here under.

               29.  RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum
                    or perform any other act on its part to be performed
                    hereunder, Landlord may make any such payment or perform any
                    such other act on Tenant's part to be made or performed as
                    provided in this Lease. Tenant shall, on demand, reimburse
                    Landlord for its expenses incurred in making such payment or
                    performance. Landlord shall (in addition to any other right
                    or remedy of Landlord provided by law) have the same rights
                    and remedies in the event of the nonpayment of sums due
                    under this Section as in the case of default by Tenant in
                    the payment of Rent.

               30.  HAZARDOUS MATERIALS. Tenant agrees that neither Tenant nor
                    Tenant's employees, officers, agents, invitees, customers,
                    agents or representatives will use, generate, release,
                    treat, store or dispose of Hazardous Materials on the
                    Premises except in accordance with any law, ordinance, rule
                    or regulation of any governmental authority having
                    jurisdiction of the Premises. If Tenant breaches the
                    obligations stated in the preceding sentence, or if the
                    presence of Hazardous Materials on the Premises caused or
                    permitted by Tenant result in contamination of the Premises,
                    then Tenant shall indemnify, defend and hold Landlord
                    harmless from any and all claims, judgments, damages,
                    penalties, fines, costs, liabilities, or losses (including
                    without limitation diminution in value of the Premises,
                    damages for the loss or restriction on the use of space or
                    of any adverse impact on marketing of space in the Premises,
                    and sums paid in settlement of claims, attorneys' fees,
                    consultant fees and expert fees) which arise during or after
                    the Lease term as a result of such contamination. This

                                      -15-

 
                    indemnification of Landlord by Tenant includes, without
                    limitation, costs incurred in connection with any
                    investigation of site conditions or any cleanup,
                    remediation, removal or restoration work required by any
                    federal, state or local governmental agency, political
                    subdivision, lender or buyer because of Hazardous Materials
                    present in the soil or groundwater on or under the Premises,
                    diminution in value of the Premises, damages for the loss or
                    restriction on use of space in the Building or on the Real
                    Property, damages arising from any adverse impact on
                    marketing of the Real Property or of the Building, and sums
                    paid in settlement of claims, attorneys' fees, consultant
                    fees, laboratory fees and expert fees. Without limiting the
                    foregoing, if the presence of any Hazardous Materials on the
                    Premises or Real Property caused or permitted by Tenant
                    results in any contamination of the Premises or the Real
                    Property, Tenant shall promptly take all actions at its sole
                    expense as are necessary to return the Real Property and the
                    Premises to the condition existing prior to the
                    contamination by any such Hazardous Materials; provided,
                    however, the Landlord's approval of such action shall first
                    be obtained, which approval shall not be unreasonably
                    withheld.

                    Tenant will deliver to Landlord copies of any documents
                    received from, or sent by. Tenant to, the United States
                    Environmental Protection Agency and/or any state, county or
                    municipal, environmental ill or health agency concerning
                    Tenant's operations on the Premises.

                    As used herein, the term "Hazardous Materials" means any
                    substance which is (i) designating, defined, classified or
                    regulated as a hazardous substance, hazardous material,
                    hazardous waste, pollutant or contaminant under any
                    Environmental Law, as currently in effect or as hereinafter
                    amended or enacted, (ii) a petroleum hydrocarbon, including
                    crude oil or any fraction thereof and all petroleum
                    products, (iii) PCBs, (iv) lead, (v) asbestos, (vi)
                    flammable explosives, (vii) infectious materials, or (viii)
                    radioactive materials. "Environmental Law(s)" means the
                    Comprehensive Environmental Response, Compensation, and
                    Liability Act of 1980, 42 U. S. C. (S) 9601 et seq., the
                    Resource Conservation and Recovery Act of 1976, 42 U. S. C.
                    (S) 6901 et seq., the Toxic Substances Control Act, 15 U. S.
                    C. (S) 2601 et seq., the Hazardous Materials Transportation
                    Act, 49 U. S. C. (S) 1801 et seq., the Clean Water Act, 33
                    U. S. C. (S) 1251 et seq., and the Washington Model Toxics
                    Control Act, Chapter 70.105D, Revised Code of Washington, as
                    said laws have been supplemented or amended to date, the
                    regulations promulgated pursuant to said laws and any other
                    federal, state or local law, statute, rule, regulation or
                    ordinance which regulates or proscribes the use, storage,
                    disposal, presence, cleanup, transportation or release or
                    threatened release into the environment of Hazardous
                    Materials.

               31.  QUIET ENJOYMENT. So long as Tenant pays the Rent and
                    performs all of its obligations in this Lease, Tenant's
                    possession of the Premises will not be disturbed by Landlord
                    or anyone claiming by, through or under Landlord.

               32.  GENERAL.

                    a. Heirs and Assigns. This Lease shall apply to and be
                    binding upon Landlord and Tenant and their respective heirs,
                    executors, administrators, successors and assigns.

                    b. Brokers' Fees. Tenant represents and warrants to Landlord
                    that it has not engaged any broker, finder or other person
                    who would be entitled to any commission or fees for the
                    negotiation, execution, or delivery of this Lease other than
                    the Andover Company, and Scott Rice, Kidder Matthews and
                    Segner Inc. and Richard T. Davidson and Alliance Partners
                    Inc., a Georgia Corporation, which brokers shall be paid a
                    commission by Landlord pursuant to a separate agreement.
                    Tenant shall indemnify and hold Landlord harmless against
                    any loss, cost, liability or expense incurred by Landlord as
                    a result of any claim asserted by any other broker, finder
                    or other person on the basis of any arrangements or
                    agreements made or alleged to have been made by or on behalf
                    of Tenant.

                    c. Entire Agreement. This Lease contains all of the
                    covenants and agreements between Landlord and Tenant
                    relating to the Premises. No prior or contemporaneous

                                      -16-

 
                    agreements or understanding pertaining to the Lease shall be
                    valid or of any force or effect and the covenants and
                    agreements of this Lease shall not be altered, modified or
                    added to except in writing signed by Landlord and Tenant.

                    d. Severability. Any provision of this Lease which shall
                    prove to be invalid, void or illegal shall in no way affect,
                    impair or invalidate any other provision of this Lease.

                    e. Force Majeure. Time periods for either party's
                    performance under any provisions of this Lease (excluding
                    payment of Rent) shall be extended for periods of time
                    during which the party's performance is prevented due to
                    circumstances beyond such party's control, including without
                    limitation, fires, floods, earthquakes, lockouts, strikes,
                    embargoes, governmental regulations, acts of God, public
                    enemy, war or other strife.

                    f. Governing Law/Venue. This Lease shall be governed by and
                    construed in accordance with the laws of the State of
                    Washington. Venue and jurisdiction for any dispute between
                    Landlord and Tenant in any way concerning or connected to
                    this Lease shall be in the Superior Court of Washington in
                    King County.

                    g. Memorandum of Lease. This Lease shall not be recorded.
                    However, Landlord and Tenant shall, at the other's request,
                    execute and record a memorandum of Lease in recordable form
                    that identifies Landlord and Tenant, the commencement and
                    expiration dates of the Lease, and the legal description of
                    the Premises.

                    h. Submission of Lease Form Not An Offer. One party's
                    submission of this Lease to the other for review shall not
                    constitute an offer to lease the Premises. This Lease shall
                    not become effective and binding upon Landlord and Tenant
                    until it has been fully signed by both Landlord and Tenant.

                    i. No Light, Air or View Easement. Tenant has not been
                    granted an easement or other right for light, air or view to
                    or from the Premises. Any diminution or shutting off of
                    light, air or view by any structure which may be erected on
                    or adjacent to the Building shall in no way effect this
                    Lease or the obligations of Tenant hereunder or impose any
                    liability on Landlord.

                    j. Authority of Parties. Any individual signing this Lease
                    on behalf of an entity represents and warrants to the other
                    that such individual has authority to do so and, upon such
                    individual's execution, which this Lease shall be binding
                    upon and enforceable against the party on behalf of whom
                    such individual is signing. Tenant and Landlord shall each
                    provide the other with a resolution of its Board of
                    Directors authorizing the execution of this Lease on behalf
                    of the corporation by the individual whose signature appears
                    below.

               33.  Exhibits and Riders. The following exhibits and riders are
                    made a part of this Lease:

               EXHIBIT A:  Legal description of Real Property, less strip of
                           land running south of Building
               EXHIBIT B:  Site plan identifying Premises and Reserved Space
               EXHIBIT C:  Tenant's Required Specifications
               EXHIBIT D:  Tenant's Office Space Plan
               EXHIBIT E:  Specifications for Tenant Improvements to Office
                           Spaces to be Constructed by Landlord
               EXHIBIT F:  Schedule of Building Plans

                    IN WITNESS WHEREOF Landlord and Tenant had executed this
               lease agreement on the day and date first mentioned above.

               LANDLORD:                          TENANT:

               Seattle-Tacoma Box Co.             Aladdin Manufacturing Corp.
               a Washington corporation           a Delaware corporation

                                      -17-

 
                                
               By: Fred J. Nist                   By: Salvatore J. Perillo
                   --------------------------         ---------------------------------
               Its: President                     Its: Asst/Secretary/General Counsel
                   --------------------------         ---------------------------------
STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this 10/th/ day of December, 1999, before me personally appeared Fred J. Nist, to me known (or proven on the basis of satisfactory evidence) to be the President of SEATTLE-TACOMA BOX CO., the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Trudy L. Burch --------------------------------------- NOTARY PUBLIC in and for the State of Washington, residing at Corington --------------- My commission expires 5-12-2000 ---------------- Print Name: Trudy L. Burch -------------------------- STATE OF GEORGIA ) ------------ ) ss. COUNTY OF Gordon ) ----------- On this 1/st/ day of December, 1999, before me personally appeared Salvatore J. Perillo to me known (or proven on the basis -------------------- of satisfactory evidence) to be the Asst Secretary/General Counsel of ALADDIN MANUFACTURING CORP., the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Elaine Busbee -------------------------------------------- NOTARY PUBLIC in and for the State of Georgia, residing at Acworth, Paulding Co. GA ------------------------ My commission expires Notary Public Paulding County, Georgia My commission expires Nov. 3, 2001 Print Name: Elaine Busbee ---------------------------------- My commission expires Nov. 3, 2001 -18- EXHIBIT A Legal Description of Real Property LOT 2, CITY OF KENT SHORT PLAT NO. 74-1, RECORDED UNDER RECORDING NO. 7808170845, BEING A PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 22 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON. -19- EXHIBIT B Site Plan Identifying Premises and Reserved Space [SITE PLAN] EXHIBIT C Tenant's Required Specifications 1. 30 ft. minimum clear height. 2. 3 ft. 10 inch permanent metal canopy running the length of the dock area. 3. Sealed warehouse floor, using Burke Cure and Seal sealant. 4. Lighting at 30 ft. candles at 3 ft. in the aisles. 5. 6 X 30,000 lb. Capacity FX-6 x 8-30 fully automatic Kelly Air Bag Levelors. 6. Ten mechanical edge of dock 30,000 lb. capacity 72" wide by 29" long. 7. Two grade level doors 12'x14' to be located adjacent to office area on west end of Building -21- EXHIBIT D Tenant's Office Space Plan [OFFICE 516 SF PLAN] EXHIBIT E Specifications for Tenant Improvements to Office Spaces, to be Constructed by Landlord 1. Framing and drywall: ------------------- a. Metal stud framing with 5/8 type drywall on both sides, ready to receive paint. 2. Insulation: ---------- a. Sound batt insulation at restrooms b. Humidor insulation in ceiling and insulation to meet Washington State Energy Code 3. Wood Doors: ---------- a. 3'-0" x 7'-0" solid core stain grade oak doors with hem fir jambs b. Doors to be 1-3/4" thick 4. Finish Hardware: --------------- a. Provide all finish hardware in suitable fashion to complete work in accordance with the drawings b. Lock sets and latch sets shall be Schlege "D" series lever hardware or Yale lever hardware or approved equal - cylindrical style c. Strike plates and hinges to match d. Closures will be provided on restroom doors and doors leading from conditioned space to unheated space 5. Glass and Glazing: ----------------- a. Provide glass and glazing as indicated on drawings b. All perimeter glass to meet Washington State Energy Code and shall be 1" insulated units c. Interior relites shall be clear 1/4" glass and shall be tempered glass in locations required by the Uniform Building Code d. Six (6) 3'x6' interior relites shall be provided at locations selected by the tenant 6. Acoustical Ceilings: ------------------- a. 24" x 48" grid system b. Ceiling boards shall be second look tegular tile c. Ceiling system shall meet seismic requirements 7. Floor Covering: -------------- a. Carpeting in office areas shall be a $15.00/SY allowance i. 28 ounce level loop Mohawk carpet or approved equal ii. carpet material allowance of $21,000.00 b. Coved base sheet vinyl at the restroom floors c. 4" rubber base at all areas receiving carpeting d. Plastic laminate wainscoting at wet walls in restrooms e. Warehouse concrete floors to be sealed with Burke Cure & Seal or approved equal f. Vinyl floor covering and laminate countertops at lunchroom -1- 8. Painting: -------- a. Interiors doors and millwork to receive one coat of stain, one coat of sealer and two coats of lacquer or varnish b. Gypsum wallboard to be painted shall receive one coat of primer and one finish coat 9. Toilet Room Accessories: ----------------------- a. Trash dispensers shall be one per water closet b. Napkin dispensers shall be one per water closet at women's restrooms c. Paper towel dispenser shall be one per restroom d. Soap dispenser shall be one per lavatory e. Waste receptacles shall be one per restroom f. Mirrors shall be above vanities g. Grab bars per Uniform Building Code and to meet ADA requirements h. Toilet partitions per plans and/or as required 10. HVAC: ---- a. Provide a complete design/build heating, ventilating and air conditioning system in accordance with Washington State Energy Codes b. Units to be gas fired rooftop package units c. Separate HVAC units will be provided for the first and second floor office spaces. d. Separate HVAC units will be provided for the 516 square foot office space. 11. Fire Protection: --------------- a. Provide a fire sprinkler system to meet all local applicable codes b. Heads to be semi-recessed chrome plated 12. Plumbing: -------- a. Plumbing fixtures shall be as shown on architectural plans and detail b. Color shall be white unless otherwise noted c. Trim shall be brass with all exposed metal parts chrome plated d. Water closets shall be floor mount with pressure assist valves e. Urinals shall be wall hung flush valve f. Lavs shall be China white with single lever faucets with pop-up drains g. Gas fired hot water tank to provide hot water for fixtures shown h. Water drinking fountain per building code and UBC 13. Electrical: ---------- a. Design/build electrical system in accordance with the architectural drawings b. Design and construction shall conform to state, local and all utility requirements c. Lighting fixtures shall be designed to provide state energy code lighting levels in accordance with the architectural plans d. Light fixtures shall be 2x4 fluorescent parabolic lights on the first floor office area and 2x4 standard prismatic fluorescent fixtures at the second floor e. Duplex receptacles shall be a minimum of two per office and one per 15' in the open office areas. Standards to be 110 volt, 15 amp grounded circuits with the maximum number of outlets per circuits to be 8 unless otherwise approved f. Telephones and data pull boxes shall be provided at one per office and one per 15 feet in the open areas g. A plywood backboard shall be provided for telephone equipment h. Electrical service and panels shall be designed to meet all of the office and warehouse loads and be in accordance with NEC, state and local code requirements i. Lighting shall be 208/277 volt; light switches shall be provided at all offices and dual switching at areas with natural lighting per the energy code. Restrooms shall have surface mount fluorescent for fixtures. -2- j. Minimum of ten (10) duplex outlets in shipping office. k. Minimum of six (6) duplex outlets in office support area l. Minimum of ten (10) duplex outlets in open staff area -3- EXHIBIT F SCHEDULE OF BUILDING PLANS
--------------------------------------------------------------------------------------------------- PLAN NO. DESCRIPTION DATE --------------------------------------------------------------------------------------------------- C1 Cover Sheet and Notes 11/19/99 --------------------------------------------------------------------------------------------------- C2 Site Plan 11/8/99 --------------------------------------------------------------------------------------------------- 03 TESC Plan 11/8/99 --------------------------------------------------------------------------------------------------- C4 Storm Drainage and Grading Plan 11/8/99 --------------------------------------------------------------------------------------------------- C5 Sanitary Sewer and Water Line Plan 11/8/99 --------------------------------------------------------------------------------------------------- C6 Street Improvements Plan 11/8/99 --------------------------------------------------------------------------------------------------- C7 Ditch TESC Plan 11/8/99 --------------------------------------------------------------------------------------------------- 08 Ditch Relocation and Grading Plans 11/9/99 --------------------------------------------------------------------------------------------------- C9 Notes 11/9/99 --------------------------------------------------------------------------------------------------- ClO Section and Details 11/19/99 --------------------------------------------------------------------------------------------------- C11 Sections and Details 11/19/99 --------------------------------------------------------------------------------------------------- C12 Water Line and Storm Drain Profiles 11/19/99 --------------------------------------------------------------------------------------------------- C13 Keystone Details and Notes 11/19/99 --------------------------------------------------------------------------------------------------- 1 of 1 Boundary and Topographic Survey 7/22/99 --------------------------------------------------------------------------------------------------- VMD1 Vehicle Maneuvering Diagram 11/9/99 --------------------------------------------------------------------------------------------------- L1 Landscape Plan Undated --------------------------------------------------------------------------------------------------- L2 Irrigation Plan Undated --------------------------------------------------------------------------------------------------- L3 Landscape Plan Undated --------------------------------------------------------------------------------------------------- R1 Track Plan and Profile (Railroad) 7/6/99 --------------------------------------------------------------------------------------------------- R2 Sections and Details (Railroad) 7/6/99 --------------------------------------------------------------------------------------------------- Al Floor Plan - West 11/19/99 --------------------------------------------------------------------------------------------------- A2 Floor Plan - East 11/15/99 --------------------------------------------------------------------------------------------------- A3 Exterior Building & Interior Building Elevations 11/19/99 --------------------------------------------------------------------------------------------------- A4 Entrance Plans & Elevations & Details 11/19/99 --------------------------------------------------------------------------------------------------- A5 Wall Sections 11/19/99 --------------------------------------------------------------------------------------------------- A6 Floor & Reflected Ceiling Plans 11/19/99 --------------------------------------------------------------------------------------------------- A7 Ladder & Roof Hatch Details 11/19/99 --------------------------------------------------------------------------------------------------- A8 General Notes 11/16/99 --------------------------------------------------------------------------------------------------- A9 General Notes & Accessibility Notes 11/16/99 --------------------------------------------------------------------------------------------------- A10 Accessibility Notes 11/19/99 --------------------------------------------------------------------------------------------------- S1 Foundation Plan - West 11/19/99 --------------------------------------------------------------------------------------------------- S2 Foundation Plan - East 11/19/99 --------------------------------------------------------------------------------------------------- S3 Roof Framing Plan - West 11/19/99 --------------------------------------------------------------------------------------------------- S4 Roof Framing Plan - East 11/19/99 --------------------------------------------------------------------------------------------------- S5 Foundation Details 11/19/99 --------------------------------------------------------------------------------------------------- S6 Precast Tilt-Up Panel Elevations 11/19/99 --------------------------------------------------------------------------------------------------- S7 Precast Tilt-Up Panel Elevations 11/19/99 --------------------------------------------------------------------------------------------------- S8 Precast Tilt-Up Panel Elevations 11/19/99 --------------------------------------------------------------------------------------------------- S9 Structural Details 11/16/99 --------------------------------------------------------------------------------------------------- S10 Structural Details 11/16/99 --------------------------------------------------------------------------------------------------- S11 Structural Notes 11/16/99 --------------------------------------------------------------------------------------------------- S12 Structural Details 11/16/99 --------------------------------------------------------------------------------------------------- S13 Office Foundation Plan, West 11/19/99 --------------------------------------------------------------------------------------------------- S14 Structural Details 11/16/99 ---------------------------------------------------------------------------------------------------
FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement is made this ____ day of August, 2000 between SEATTLE BOX COMPANY, a Washington corporation doing business as SEATTLE-TACOMA BOX COMPANY ("Landlord") and ALADDIN MANUFACTURING CORPORATION, a Delaware corporation ("Tenant") and is an amendment to that Lease between the parties dated December 10, 1999 ("Lease") affecting the Premises located on Lot 2, City of Kent. Short Plat No. 74-1, recorded under Recording Number 7808170845, located in King County Washington. WHEREAS the Tenant has requested that certain changes be made in the construction of the Building; and WHEREAS these changes will change the cost of the Building and the time for completion of the Building; The parties hereby agree to amend the Lease as follows: 1. Column Change. The Building Plans listed in Exhibit F to the Lease ------------- will be changed to reflect that the columns supporting the roof of the Building shall be located as shown on those plans and drawings dated January 28, 2000. showing relocation of the columns. The change in the column locations is referred to as the "Column Change". The parties acknowledge that the columns have been constructed in the location desired by the Tenant and as reflected in the Column Change; 2. Sprinkler System Change. The original Lease provides that the building ----------------------- shall include installation by Landlord of an overhead ESFR fire sprinkler system ("Landlord's Sprinkler System") and that the Tenant may thereafter convert Landlord's Sprinkler System into an in-rack sprinkler system ("Tenant's Sprinkler System"). The Lease further provides that upon surrender of the Premises at the end of the lease term, the Tenant will restore the Landlord's Sprinkler System. The parties have agreed to change this arrangement. Paragraphs 3A and 11 of the Lease shall be amended in part to provide that, as part of construction of the Building, the Landlord will alter the Building and construct an in-rack sprinkler system as requested by Tenant. These alterations and the new sprinkler system are represented in plans and specifications original submitted to the City of Kent on February 11, 2000 and then resubmitted to include a smoke curtain on March 20, 2000 and are referred to herein as the "Revised Sprinkler System". Regarding surrender of the Premises, unless Landlord notifies Tenant otherwise in writing, prior to the time of Tenant's surrender of the Premises, Tenant shell construct on the Premises a fully operational ESFR system. Upon surrender of the premises this ESFR system shall be fully operational. In the event that at the time of surrender ESFR sprinkler systems are no longer being constructed, tenant shall construct and surrender with the Premises the then in use system most similar in performance and quality to the ESFR systems currently in use. 3. Electrical System Change and Distribution System. The original plans ------------------------------------------------ for the building provided for a 200 amp distribution panel on the Premises and provided a $5,000 credit for the cost of distribution of the power throughout the Premises. The original lease made no provision for the electrical costs associated with the relocation of Tenant's equipment to the Premises and the modifications that would be necessary to that equipment. The parties have agreed that the main distribution panel will be increased by Landlord to 600 amps, that Landlord will provide the electrical distribution system to Tenant's equipment, that Landlord will provide extra electrical outlets as requested by Tenant and that Landlord will complete certain equipment modifications which have been negotiated between Tenant and Landlord's contractor. All such additional electrical work shall be referred to herein as the Electrical Change. -1- 4. Commencement Date. The Commencement Date of the Lease described in ----------------- Sections 1(c) and 3(d) of the Lease shall be June 15, 2000. 5. Liquidated Damages For Late Delivery. Paragraph 3(e) of the Lease is ------------------------------------ hereby deleted in its entirety. 6. Reimbursements for Changes. Tenant agrees to reimburse Landlord for -------------------------- the Column Change and Sprinkler System Changes as follows. The additional cost to the Tenant of the Column Change is $17,859.56, which shall be paid to Landlord within fifteen (15) business days of Tenant receiving a bill for the Column Change, which bill shall be issued by Landlord as Landlord is billed for the changes by the contractor. At Landlord's election, its administrative fee may be billed on a pro rata basis in installments or as part of the final billing. The additional cost to the Tenant of the Sprinkler System Change is $174,035.50 which shall be paid to Landlord within fifteen (15) business days of Tenant receiving a bill for the Sprinkler System Change, which bill shall be issued by Landlord as Landlord is billed for the items included in the Sprinkler System Change by the contractor. At Landlord's election, its administrative fee may be billed on a pro rata basis in installments or as part of the final billing. The Landlord and Tenant have agreed to share the cost of the Electrical Change. The total cost of the Electrical Change is $55,636.97. The Landlord will pay $2,419.55 of this amount. After credit for the $5,000 allowance in the Lease, the additional cost to the Tenant of the Electrical Change is $48,148.00 which shall be paid to Landlord within fifteen (15) business days of Tenant receiving a bill for the items included in the Electrical Change, which bill shall be issued by Landlord as Landlord is billed for the changes by the contractor, At Landlord's election, its administrative fee may be billed on a pro rata basis in installments or as part of the final billing. 7. Except as expressly modified herein, the terms and conditions of the Lease shall remain in full force and effect. LANDLORD: SEATTLE BOX COMPANY dba SEATTLE-TACOMA BOX COMPANY, a Washington corporation By: ____________________________ Its: _____________________ TENANT: ALADDIN MANUFACTURING CORPORATION, a Delaware are corporation SALVATORE J. PERILLO By: /s/ Salvatore J. Perillo ASSISTANT SECRETARY/ ----------------------------- GENERAL COUNSEL Its: _____________________ STATE OF WASHINGTON ) )ss. COUNTY OF _________ ) On this ______ day of _________________, 2000, before me personally appeared _____________________________________, to me known (or proven on the basis of satisfactory evidence) to be the ______________________ of SEATTLE BOX CO. dba SEATTLE-TACOMA BOX CO., the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that _____ was authorized to -2- execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. _________________________________________ NOTARY PUBLIC in and for the State of Washington, residing at__________________ My commission expires ___________________ Print Name:______________________________ STATE OF Georgia ) )ss. COUNTY OF Gordon ) On this 7/th/ day of August 2000 before me personally appeared Salvatore J. Perrillo, to me known (or proven on the basis of satisfactory evidence) to be the General Counsel of ALADDIN MANUFACTURING CORPORATION, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that He was authorized to execute said instrument and that the seal affixed, if any. is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. /s/ Misty Young ---------------------------------- NOTARY PUBLIC in and for the State of Georgia, residing at 175 Nichols Lane My commission expires My Commission Expires Jan 14, 2004 Print Name: Misty Young -3-
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