{"id":41958,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/seneca-industrial-park-pembroke-park-fl-warehouse-lease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"seneca-industrial-park-pembroke-park-fl-warehouse-lease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/seneca-industrial-park-pembroke-park-fl-warehouse-lease.html","title":{"rendered":"Seneca Industrial Park (Pembroke Park, FL) Warehouse Lease &#8211; Seneca G&#038;G LLC and Aladdin Manufacturing Corp."},"content":{"rendered":"<pre> \n                                WAREHOUSE LEASE\n\n     THIS WAREHOUSE LEASE (herein this \"Lease\") is made and entered into as of\nOctober 15, 1999, by and between Seneca G&amp;H, L.L.C., a Florida limited liability\ncompany, having an address at 2901 SW 8th Street, Suite 204, Miami, Florida\n33135 (\"Landlord\") and ALADDIN MANUFACTURING CORPORATION, a Delaware\ncorporation, with its home office located at 160 South Industrial Boulevard,\nCalhoun, Georgia 30701 (\"Tenant\").\n\n                                   ARTICLE I\n                                   ---------\n                              DEMISE OF PREMISES\n\n     1.1  Premises. For and in consideration of the covenants and agreements\n          --------\ncontained herein and other valuable consideration, Landlord hereby leases to\nTenant the hereinafter defined \"Premises\" being approximately 186,537 square\nfeet of gross leasable area, measured from the outside of exterior walls and\nfrom the midpoint of demising walls, (\"GLA\") in a warehouse building to be\nconstructed containing approximately 256,592 square feet of GLA (the \"Building\")\nlocated on a parcel of land located in Pembroke Park, Florida, and more fully\ndescribed and\/or depicted on Exhibit \"A-1\" attached hereto and incorporated by\n                             -------------\nreference herein (\"Land\"), together with the non-exclusive right to use the\neasements and appurtenances thereto being Common Areas. The portion of the\nBuilding and the Land being leased to Tenant hereunder is sometimes referred to\nas the \"Premises\".) The Premises are depicted as the crosshatched area on\nExhibit \"A-2\" hereto (the \"Site Plan\"). The Premises shall include exclusive use\n-------------                                                                  \nof approximately 48 loading docks and associated truck aprons in the leased\nPremises, parking spaces for Tenant's employees, customers, contractors, agents,\ninvitees and licensees as depicted in Exhibit \"A-3\", and non-exclusive rights\nof access, ingress and egress over the driveways and other access ways on the\nLand and Park. If the Premises constitute the entire Building, then references\nto the Building shall be deemed to be the Premises, and Tenant shall have\nexclusive use of any and all loading docks, truck wells, compactor pads and\nsimilar appurtenances to the Building and those other areas depicted on Exhibit\n\"A-2\" as being for Tenant's exclusive use, as well as the non-exclusive use of\nthe Common Areas (hereinafter defined).\n\n                                  ARTICLE II\n                                  ----------\n             APPROVALS; TENANT IMPROVEMENTS; SPECIFICATIONS\/ACCESS\n\n                                       3\n\n \n     2.1 Approvals. Landlord shall be solely responsible, at Landlord's cost and\n         ---------\nexpense, for obtaining and maintaining all permits, approvals, zoning,\nvariances or other matters (collectively, the \"Approvals\") that may be required\nby the applicable governmental agencies, bureau departments or any other\ngovernmental entity (a \"Governmental Authority\") for the use and operation of\nthe Premises for warehouse, light industrial and freight movement use (excluding\noccupational licenses and other licenses required for Tenant's particular use of\nthe Premises). Tenant shall cooperate with Landlord in Landlord's obtaining of\nthe Approvals. Landlord warrants and represents that such use is allowed by law\nas of the date hereof.\n\n     2.2 Tenant Improvements. No later than the hereinafter defined Commencement\n         -------------------\nDate, Landlord shall complete the work to the Premises described in Exhibit \"B\"\n                                                                    -----------\nhereto (\"Landlord's Improvements\") and shall deliver the Premises to Tenant on\nthe Commencement Date with all of the Tenant Improvements, as described therein,\nsubstantially completed and with a permanent or temporary certificate of\noccupancy for Tenant's use, operation and occupancy thereof. Landlord warrants\nand represents that as of the Commencement Date, the Building will be in good\ncondition and repair and structurally sound [which condition includes, without\nlimitation, that the roof will be leak-free and not in need, or in imminent\nneed, of repair and that the plumbing, electrical, heating, ventilation and\nair-conditioning (\"HVAC\") systems will be in good operating condition and repair\nand not in need, or imminent need, of repair]. Landlord shall maintain the\nBuilding and the Land as provided for in Article IX below.\n\n     2.3 Premises Specifications\/Access. Landlord warrants and represents that\n         ------------------------------\n(i) the Premises have a height clearance of no less than twenty four (24) feet,\n(ii) the Premises have truck loading facilities as shown on the Site Plan and\nincluding forty-eight (48) dock high doors, (iii) there is access to the\nPremises over the Common Areas (hereinafter defined) to publicly dedicated (and\naccepted) right-of-way, (iv) the office shown on the Site Plan shall be heated\nand air conditioned pursuant to Landlord's Work, (v) the Premises shall include\nmen's and women's restrooms and (vi) the warehouse lighting shall be as set\nforth in Exhibit \"B\" or, if not therein set forth, then as\n         -----------\n\n                                       4\n\n \nheretofore agreed to by Landlord and Tenant and shall be in good working order\nand repair as of the Commencement Date.\n\n                                  ARTICLE III\n                                  -----------\n                                  LEASE TERM\n\n     3.1  Initial Term. The initial term (herein sometimes referred to as the\n          ------------\n\"Initial Term\") of this Lease shall commence on the earlier of: (A) one hundred\nand eighty (180) days following the latter of (i) the full execution and\ndelivery of this Lease, (ii) obtaining approval of all necessary plans and\nspecifications for the intended improvements, including the tenant improvements,\nand (iii) obtaining of all necessary permits for the construction of the\nintended improvements, including the tenant improvements, or (B) the date on\n                                                          --\nwhich Landlord delivers to Tenant a certificate of substantial completion issued\nby Landlord's architect, together with a permanent or temporary certificate of\noccupancy confirming that the Premises are substantially complete and available\nfor occupancy, except only punchlist items that Landlord shall complete within\nthirty days thereafter (subject to availability of materials) (the \"Commencement\nDate\"). Notwithstanding anything herein to the contrary, the Commencement Date\nshall not be prior to August 1, 2000. The Initial Term shall terminate at the\nend of the last day of the tenth (10th) Lease Year.\n\n     For purposes of this Lease, the term \"Lease Year\" shall mean each 12-month\nperiod commencing on the Commencement Date or the anniversary date thereof. If\nthe Commencement Date does not fall on the first day of a month, the first Lease\nYear shall consist of the partial month in which the Commencement Date occurs\nand the twelve (12) consecutive months immediately following said partial month.\nIf for any reason Landlord cannot deliver possession of the Premises to Tenant\non the Commencement Date, Landlord shall not be subject to any liability\ntherefor, nor shall such failure affect the validity of this Lease, but in such\ncase Tenant shall not be obligated to pay rent or any other charges hereunder\nuntil Landlord has delivered possession of the Premises to Tenant in accordance\nwith Section 2.2 above. In the event that Landlord has not delivered the\nPremises to Tenant within thirty (30) days after the Commencement Date, the Base\nRent and CAM Costs that would otherwise be due from Tenant will abate for the\nnumber of such delay day(s) after said thirty day period; Landlord shall deliver\nthe Premises to Tenant as required herein as expeditiously as reasonably\npossible. \n\n                                       5\n\n \nLandlord agrees to provide Tenant with at least ten (10) business days advance\nwritten notice of the date on which Landlord anticipates completion of the\nPremises and the obtaining of the applicable certificate of occupancy. If the\nPremises are ready for occupancy prior to the Commencement Date, then Tenant may\nenter upon the Premises to install its trade fixtures, telephone systems,\ncomputer systems and for other purposes allowed by this Lease other than the\noperation of its business, subject to all of the terms and conditions hereof,\nexcept that Tenant shall not, until the Commencement Date has occurred, have any\nobligation to pay Base Rent or Tenant's Share of CAM Costs or Real Estate Taxes,\nas hereinafter provided for.\n\n     Tenant shall have two (2) successive year options (each such option being\nherein sometimes referred to as an \"Extension Option\") to extend the term of\nthis Lease for five (5) Lease Years (each such five (5) year term being herein\nsometimes referred to as an \"Extension Term\"), exercisable by the delivery of\nwritten notice to Landlord by Tenant not less than 9 months prior to the\nexpiration of the then-current Initial Term or Extension Term, as the case may\nbe; provided, however, that, if Tenant shall fail to give any such notice within\nthe aforesaid time limit, Tenant's right to exercise any Extension Option shall\nnevertheless continue until thirty (30) days after Landlord shall have given\nTenant notice of Landlord's election to terminate such option, and Tenant may\nexercise such option at any time until the expiration of said thirty (30) day\nperiod, but under no circumstances may Tenant exercise any such option during\nthe last sixty (60) days of the then current Initial Term or Extension Term. If\nthe Extension Options (or any of them) are duly exercised, the term of this\nLease shall be automatically extended for the applicable Extension Term, upon\nall of the same terms, conditions and covenants as set forth in Exhibit \"C\",\nwithout the requirement of any further instrument to evidence such extension.\n\n     3.2  Reversion to Landlord. On or before the last day of the Term, Tenant\n          ---------------------\nshall peaceably surrender and yield up to Landlord the Premises. Tenant shall\nhave the express right to remove and to allow any subtenants to remove any of\ntheir trade fixtures and personal property; provided, however, that the Premises\nshall be left in the condition existing on the Commencement Date ordinary wear\nand tear excepted.\n\n                                  ARTICLE IV\n                                  ----------\n\n                                       6\n\n \n                                     RENT\n\n     4.1  Base Rent. Tenant covenants and agrees to pay Landlord at the above\n          ---------\nreferenced address, or such other place as Landlord shall designate in writing,\nBase Rent and all Florida Sales Taxes due under this Lease, in advance, without\ndemand, set off or deduction, except as expressly provided for herein, in equal\nmonthly installments, on the first day of each and every calendar month during\nthe Term from and after the Commencement Date, as is set forth on the Rent\nSchedule attached as Exhibit \"C\" hereto. The parties acknowledge and agree that\n                     -----------\nthe initial Base Rent is based on five dollars and twenty cents ($5.20) per\nsquare foot of GLA per year; the Base Rent, as adjusted during the Initial Term,\nis set forth in Exhibit \"C\" hereto. Within the first ninety (90) days after the\n                -----------\nCommencement Date, Tenant may cause the Premises to be measured by a qualified\nengineer or architect acceptable to Landlord and, if the GLA of the Premises as\nproperly calculated by such engineer or architect is less than 186,537 square\nfeet, then the Base Rent shall be adjusted accordingly. If Tenant does not cause\nthe Premises to be measured, pursuant to the foregoing, within the first ninety\n90 days after the Commencement Date, then the Premises shall be deemed to\ncontain 186,537 square feet of GLA. Landlord covenants and agrees to make good\nfaith efforts to cause the Premises to contain 186,537 square feet of GLA.\n\n     4.2 Late Charges.  If Tenant is delinquent in any monthly installment of\n         ------------\nBase Rent, Tenant shall pay to Landlord on demand a late charge equal to 5\npercent of such delinquent sum. The provision for such late charge shall be in\naddition to all of Landlord's other rights and remedies hereunder or at law and\nshall not be construed as a penalty.\n\n\n                                   ARTICLE V\n                                   ---------\n                                     TAXES\n\n     5.1 Real Estate Taxes\n         -----------------\n\n     (a)  During each month of the Initial Term and any Extension Term(s), on\nthe same date that Base Rent is due, Tenant shall pay Landlord an amount equal\nto 1\/12 of the annual cost, as estimated by Landlord from time to time, of\nTenant's Share of real estate taxes and assessments for betterments and\nimprovements that are levied or assessed by any lawful authority\n\n                                       7\n\n \non the Premises (\"Real Estate Taxes\"). Landlord shall pay all Real Estate Taxes\nthat are levied or assessed by any lawful authority on the Premises and\nLandlord's other real property within the same tax parcel prior to the date same\nbecome overdue. Landlord shall take the maximum benefit of any law allowing Real\nEstate Taxes to be paid in installments, and in such event only the amount\nactually paid by Landlord during the applicable tax year shall be included in\nReal Estate Taxes for purposes of this Article. Landlord agrees to pay all Real\nEstate Taxes prior to the last date that the same may be paid without penalty or\ninterest, or if a discount shall be available for early payment, prior to the\nlast day that such discount is available. Without cost to Tenant, Landlord shall\nbear all interest, penalties, late charges and lost discount amounts incurred as\na result of Landlord's failure to timely pay any installment of Real Estate\nTaxes. The Real Estate Taxes for any tax year shall mean such amounts as shall\nbe finally determined to be the Real Estate Taxes payable during such tax year\nless any abatements, refunds or rebates made thereof. The parties shall make\nappropriate adjustments to previous amounts received by Landlord from Tenant on\naccount of any abatements, refunds, rebates, or increases in Real Estate Taxes,\nimmediately following the determination of the amount of such abatements,\nrefunds, rebates, or increases. Prior to the Commencement Date, Landlord shall\npay all Real Estate Taxes before they become overdue.\n\n     (b) Real Estate Taxes to be paid by Tenant shall not include the following:\n(i) income, intangible, franchise, capital stock, estate or inheritance taxes or\ntaxes substituted for or in lieu of the foregoing exclusions; (ii) any taxes or\nany assessment for special improvements to the Land or the Building, including\nbut not limited to the widening of exterior roads, the installation of or hook\nup to sewer lines, sanitary and storm drainage systems and other utility lines\nand installations, provided that such assessment is made prior to the date\nhereof and do not benefit Tenant; (iii) taxes gross receipts or revenues of\nLandlord from the Premises or other portions of the Building, except for the\nFlorida Rent Sales Tax (which shall be paid by Tenant); or (iv) impact fees.\n\n     5.2  Proration of Taxes\n          ------------------\n\n     (a)  Tenant shall pay Landlord, within fifteen (15) days following\nLandlord's written request and invoicing, for any amount by which the Tenant's\nShare of Real Estate Taxes actually \n\n                                       8\n\n \nexceeds the sum previously paid by Tenant to Landlord for the payment of such\nReal Estate Taxes. Said invoice shall be accompanied by a computation of the\namount payable.\n\n     (b) If the term of this Lease shall terminate on any date other than the\nlast day of a tax fiscal period, the amount payable by Tenant during the tax\nfiscal period in which such termination occurs shall be prorated on the basis\nwhich the number of days from the commencement of said tax fiscal period to and\nincluding said termination date bears to the number of days in the fiscal\nperiod. A similar proration shall be made for the tax fiscal period in which the\nCommencement Date occurs.\n\n     (c) As used in this Article V, the term Tenant's \"Share\" shall mean a\nfraction, the numerator of which shall be the floor area of the Premises and the\ndenominator of which shall be equal to the aggregate of the floor area of all\nbuildings on the tax parcel on which the Building is located. Tenant shall pay\nthe estimated Tenant's Share of Real Estate Taxes monthly, together with its\npayments of estimate CAM Costs (hereinafter defined), with adjustments to be\nmade promptly after actual Real Estate Tax Costs are known.\n\n     (d) The GLA of the Building will be approximately 256,592 square feet and\n(B) the GLA of the Park will be approximately 1,520,000 square feet, therefore,\nTenant's Share of the Building will be approximately is 72.70% and Tenant's\nShare of the Park will be approximately 12.27%.\n\n                                       9\n\n \n                                  ARTICLE VI\n                                  ----------\n                                 COMMON AREAS\n\n     6.1  Definition. \"Common Areas\" (or \"Common Area\") shall mean all\n          ----------\nexterior\/outdoor areas, space, installations and equipment on the Land [and\nelsewhere in the business park (the \"Park\") of which the Land is a part, if the\nLand is part of a larger business park] for the common use and benefit of the\ntenants of the Park, their employees, agents, licensees, customers and other\ninvitees, including without limitation parking areas, exits, entrances, access\nroads, driveways, sidewalks, retaining walls, loading platforms and ramps, and\nlandscaped areas, as such Common Areas are depicted in the Site Plan (which Site\nPlan may be amended by Landlord from time to time). The parties acknowledge\nthat, at this time, there are no indoor common areas on the Land or elsewhere in\nthe Park. If the Land is not part of a larger business park, then the term\n\"Park\" shall refer only to the Land. Landlord shall be responsible, at\nLandlord's sole cost and expense, be responsible for the initial construction\nand installation of the Common Areas in good and workmanlike manner and in\ncompliance with all governmental requirements.\n\n     6.2  Use of Common Areas. Landlord hereby grants to Tenant, its licensees,\n          -------------------\nsubtenants, concessionaires, successors and assigns, and its and their\nemployees, agents, licensees, customers, and invitees the non-exclusive right\nand privilege to use the Common Areas during the term hereof and any extensions\nof same, continuously and without interruption, in common with other tenants of\nthe Park. Landlord shall make no material change to the Common Areas that would\nhave a materially adverse impact on Tenant's operations.\n\n     6.3  Parking. Landlord shall maintain on the Land at least the minimum\n          -------\nnumber of parking spaces required by applicable governmental rules, regulations\nand ordinances without variance (other than variances granted prior to the date\nhereof). Landlord shall provide all parking without the imposition of any\nparking charge.\n\n     6.4  Operation and Maintenance. Landlord, as a component of CAM Costs of\n          -------------------------\nwhich Tenant is responsible for Tenant's Share, agrees to be responsible for the\noperation, maintenance, repair, and associated administration of the Common Area\nin good \n\n                                       10\n\n \ncondition and repair and in a clean condition, which responsibilities shall\ninclude but not be limited to sweeping of the parking area and sidewalks;\narrangements for the limited removal of trash generated by the offices within\nthe Building and trash and obstructions caused by inclement weather, lighting of\nthe Common Area; retention of security personnel to the extent the Landlord and\nTenant reasonably agree such to be appropriate; limited fire protection; paving\nof the parking area; and repair and maintenance of all Common Area improvements.\n\n     6.5  CAM Costs. Tenant shall be responsible to pay its CAM Share of all\n          ---------\ncosts incurred by Landlord in operating and maintaining the Premises, the\nBuilding, and the Common Area, which costs shall include, without limitation\nthose relating to management, administration, insurance, real estate taxes and\nassessments, maintenance expenditures, etc. (\"CAM Costs\"). CAM Costs shall not\ninclude any Capital Expenditure, except for the amortized portion of any Capital\nExpenditure reasonably made for the general benefit of all tenants of the\nBuilding, which amortization shall be made over the estimated actual useful life\nof the improvement in question. As used herein, the term \"Capital Expenditure\"\nshall mean those expenditures which in accordance with generally accepted\naccounting principles are capitalized as opposed to being accounted for as\nexpenses. As used in this Article VI, the term \"CAM Share\" shall mean a\nfraction, the numerator of which shall be the number of square feet of GLA\n(which shall be measured from the outside of exterior walls and from the\nmidpoint of demising walls) in the Premises and the denominator of which shall\nbe equal to the aggregate of the GLA of all buildings then existing in the Park;\nTenant's CAM Share shall be published to Tenant periodically. CAM Costs shall be\nbilled monthly. Estimated CAM Costs for the first Lease Year shall be based on\nLandlord's good faith estimate that Tenant's CAM Share of CAM Costs, together\nwith Tenant's Share of Real Estate Taxes, will total $1.20 per square foot of\nGLA for the entire first Lease Year. Landlord has calculated said estimate in\ngood faith.\n\n     In addition to the foregoing, CAM Costs shall not include (i) expenses\nincurred in leasing space, such as legal expenses, brokerage commissions or\nadvertising or promotional expenses, (ii) interest and amortization under\nmortgages or any other secured or unsecured loan payable by Landlord, (iii)\nexpenses separately reimbursed by any other tenants of the Park\n\n                                       11\n\n \n(excluding reimbursements to Landlord for such tenants' prorata share of CAM\nCosts), (iv) financing and refinancing costs, including fees paid by Landlord to\nobtain financing or refinancing such as origination fees and brokerage\ncommissions, (v) non-cash depreciation, (vi) costs incurred in connection with\nthe enforcement of leases, including attorneys' fees or other costs and expenses\nincurred in connection with summary proceedings to dispossess any other tenant\nin the Park, (vii) any expenses associated with any special requirements of a\nparticular tenant other than Tenant, (viii) any costs attributable to the\noriginal design or construction of the Premises, Building or Park (or any\nportion thereof), (ix) any costs associated with Y2K computer (and related)\nproblems, (x) any Improvement except for a hereinafter defined Permitted\nExpenditure, (xi) any costs, fines, interest, penalties, legal fees or other\nexpenses associated with violations by Landlord of any law, rule or other\ngovernmental requirement or with respect to late payment for utilities, taxes or\nany other service or product (except if caused by Tenant) or (xii) the cost of\nmaintaining, repairing or replacing the roof, foundation and\/or structural walls\nof the Premises (unless same have been damaged by Tenant's actions or\ninactions), Building or any other Building in the Park. For the purposes of this\nLease, a \"Permitted Expenditure\" shall be Improvements made to the Building or\nlift station which are (a) primarily for the purpose of reducing operating\nexpense costs or otherwise improving the operating efficiency of the Building or\n(b) required to comply with (A) any laws, rules or regulations of any\ngovernmental authority newly enacted after the date hereof or (B) any changes\nafter the date hereof in the interpretation or enforcement of the existing laws,\nrules or regulations of any governmental authority. The cost of such\nImprovements shall be amortized over a period of not less than the useful life\nthereof and not more than ten (10) years and shall, at Landlord's option,\ninclude interest at the lesser of (yy) ten percent (10%) per annum or (zz) two\npercent over the prime rate of interest then in effect for NationsBank, N.A. The\nportion of the annual amortized cost to be included in CAM Costs in any calendar\nyear with respect to a capital improvement which is intended to reduce expenses\nor improve the operating efficiency of the Building shall equal such annual\namortized cost.\n\n     At least sixty (60) days prior to the commencement of the second Lease Year\nand every Lease Year thereafter, Landlord shall deliver to Tenant a written\nestimate of Landlord's\n\n                                       12\n\n \nprojected CAM Costs for the forthcoming Lease Year. Within ninety (90) days\nafter the expiration of each calendar year Landlord shall furnish Tenant a\ncertified statement showing the CAM Costs broken down in reasonable detail,\nshowing the items included therein, and the manner of the computation of\nTenant's CAM Share for such payment and the payments made by Tenant with respect\nto such year. If Tenant's aggregate payments for such costs with respect to such\nyear are greater than Tenant's CAM Share of such costs, Tenant shall receive a\ncredit for the excess against Base Rent and other payments from Tenant next\nbecoming due to Landlord (or refunded to Tenant, if the Term has expired); if\nsaid payments are less than said CAM Share, Tenant shall pay to Landlord the\ndifference within thirty (30) days thereafter.\n\n     Landlord shall retain its records relating to the CAM Costs at Landlord's\nprincipal office or that of the management company managing the Park, and upon\nreasonable prior notice to Landlord and the management company, Tenant shall\nhave the right to inspect all of Landlord's records relating to such costs.\nAppropriate adjustments shall be made for errors in the computation of such\ncosts revealed by such audit or inspection. If any audit by Tenant indicates an\novercharge in the amount of Tenant's CAM Share by more than five percent (5%),\nthe reasonable cost of such audit shall be paid on demand by Landlord to Tenant;\notherwise the expenses of Tenant's audit shall be borne by Tenant and Tenant\nmust reimburse Landlord for the costs charged by the management company with\nrespect to such audit. Landlord shall retain its CAM Costs records for at least\nthirty-six (36) months after the expiration of each calendar year.\n\n\n                                  ARTICLE VII\n                                  -----------\n                                   UTILITIES\n\n     7.1 Utilities. Landlord shall design the Building pursuant to the plans and\n         ---------\nspecifications such that the applicable utility companies may provide\nelectricity, gas, telephone, sewerage and other utilities to the Premises, in\nsufficient quantities to serve Tenant's needs for the use contemplated\nhereunder. Landlord shall install, at Landlord's expense, all utility meters\nnecessary for measuring the consumption of utilities serving the Premises and\nTenant shall pay the applicable utility companies or governmental agencies for\nall such utilities consumed on the Premises.\n\n                                       13\n\n \n                                 ARTICLE VIII\n                                 ------------\n                              USE AND ASSIGNMENT\n\n     8.1  Use. The Premises may be used for warehousing, distribution, light\n          ---\nindustrial uses and uses incidental thereto and, with Landlord's consent (which\nshall not be unreasonably withheld or delayed), any other lawful purpose.\n\n     8.2  Assignment and Subletting. Tenant shall have the right to assign this\n          -------------------------                                          \nLease, or to sublet all or any portion of the Premises to any party controlling,\ncontrolled by or under common control with Tenant, any entity with which Tenant\nis merged or consolidated or to any party that purchases all or substantially\nall of Tenant's assets in the geographical region where the Premises are\nlocated, provided that subsequent to such subletting or assignment Tenant\nremains liable for the payment and performance of Tenant's obligations under\nthis Lease and, in the case of any assignment, the assignee assumes Tenant's\nobligations under this Lease. Any other assignment or subletting shall require\nLandlord's prior written consent, which consent shall not be unreasonably\nwithheld or delayed. Notwithstanding anything herein to the contrary, Tenant\nshall not assign or sublet any, or all, of the Premises to any tenant (or\naffiliate thereof) leasing space in the Park or to any entity (or affiliate\nthereof) with which Landlord has discussed the prospect of leasing space in the\nPark, unless Tenant obtains Landlord's prior written consent which shall be at\nLandlord's sole and absolute discretion. No subletting or assignment shall\n(i) release Tenant from liability hereunder or (ii) release the guarantor of\nTenant's performance under this Lease from liability under the applicable\nguaranty agreement.\n\n\n                                  ARTICLE IX\n                                  ----------\n                      MAINTENANCE; ALTERATIONS; FIXTURES\n\n     9.1  Landlord's Repairs. In addition to Landlord's obligations as set forth\n          ------------------\nin Articles II and VI hereof, Landlord shall maintain in good repair the walls,\nfoundations, roof, gutters, downspouts, exterior and all structural portions of\nthe Building, and all plumbing, electrical, sewage and heating, ventilating and\nair conditioning (\"HVAC\") lines and ducts in or passing through the Premises\nthat serve other tenants in the Building or that are located outside the\nPremises but that serve the Premises. Landlord shall in addition make such\nrepairs,\n\n                                       14\n\n \nreplacements or modifications of building structure or component systems as are\nrequired by law as of the Commencement Date, regulation or ordinance pertaining\nto the Premises which are not due or attributable to Tenant's specific manner\nof operating in the Premises. In making any repairs hereunder, Landlord shall\nnot unreasonably interfere with Tenant's normal operations in the Premises.\n\n     9.2  Tenant's Repairs. Subject to the provisions of Section 9.1\n          ----------------\nhereinabove and Landlord's warranty and representation that the Premises and all\nthe systems therein will be in good condition and repair as of the Commencement\nDate, Tenant shall be responsible for interior, non-structural repairs to the\nPremises including, without limitation, the repair of component systems serving\nonly the Premises, entries, doors, windows, fire sprinklers, fire protection\nsystems, etc., unless any such repairs or replacements are necessitated by\nLandlord's failure to promptly perform its obligations hereunder, by damage\ncaused by the wrongful acts or negligence of Landlord, its employees, agents and\ncontractors, or by damage by fire or other casualty for which Landlord is\nresponsible for repairing pursuant to this Lease. In light of the substantial\ncosts of replacing any portions of the Premises' HVAC system, the parties hereby\nagree that in the event such system requires any replacement during the last\nfive (5) years of the Initial Term, Landlord shall reimburse Tenant on the\nexpiration or earlier termination of this Lease for the unamortized portion of\nsuch expense based on the date of installation of such equipment and the useful\nlife of such equipment, provided that such equipment is not user specific or\nthat such equipment is not replaced as a result of damage caused by Tenant's\nactions or inactions.\n\n     9.3  Alterations. Tenant shall have the right to make such alterations to\n          -----------\nthe Premises as Tenant shall from time to time deem necessary for the operation\nof Tenant's business provided that (i) Tenant shall first obtain Landlord's\nprior written consent, (ii) Tenant shall perform such work at Tenant's sole\nexpense, (iii) such alterations shall not impair the structural integrity or\ndiminish the value of the Premises, and (iv) Tenant provides Landlord with AS\nBuilt plans for such alterations and agrees to remove same, at Landlord's\nrequest, upon expiration or termination of this Lease. Landlord shall execute\nall necessary instruments required to obtain licenses and permits to make such\nalterations from the applicable governmental authorities. All\n\n                                       15\n\n \nalterations, additions and improvements made by Tenant to the Premises\n(\"betterments and improvements\") remaining in the Premises after the expiration\nor other termination hereof shall become the property of Landlord upon the\ntermination of this Lease without any compensation to Tenant and shall be\nsurrendered at such time as a part of the Premises.\n\n     9.4  Liens. Each party hereto shall promptly pay when due the entire cost\n          -----\nof all work done by it to the Premises and shall keep the Premises free of liens\nfor labor or materials. Should mechanics', materialmen's or other liens be filed\nagainst the Premises by reason of the acts of either party hereto, such party\nshall cause the lien to be canceled and discharged of record by bond or\notherwise within thirty (30) days of receiving actual notice of such lien.\n\n     9.5  Trade Fixtures. Any trade fixtures, furniture and equipment that\n          --------------\nTenant installs in the Premises at its expense prior to or during the Term\nhereof shall remain Tenant's property, and may be removed by Tenant, as long as\nTenant repairs any damage to the Premises caused by such removal and Tenant is\nnot in default under this Lease.\n\n\n                                   ARTICLE X\n                                   ---------\n                                   INSURANCE\n\n     10.1  Landlord's Insurance. Landlord shall at all times maintain general\n           --------------------\ncommercial liability insurance covering the Park, including but not limited to\nthe Common Areas thereof against claims for personal injury and damage to\nproperty naming Tenant as an additional insured under a policy, with minimum\nlimits of $1,000,000 for personal injury or death per person, $5,000,000 per\noccurrence and not less than $500,000 for property damage or a single limit\npolicy in the minimum amount of $5,000,000. In addition, Landlord shall carry\nand maintain all-risk (Special Form) property insurance, covering the Building\nfor the full replacement cost thereof. Landlord shall also maintain Workers'\nCompensation or similar insurance to the extent required by law. Throughout\nLandlord's construction and thereafter throughout the term of this Lease,\nLandlord shall maintain liability insurance in amounts reasonably acceptable to\nTenant.\n\n     10.2  Tenant's Insurance. Tenant shall maintain a policy of general\n           ------------------\ncommercial liability covering the Premises with minimum\n\n                                       16\n\n \nlimits of $1,000,000 for personal injury or death per person, $5,000,000 per\noccurrence and not less than $500,000 for property damage or a single limit\npolicy in the minimum amount of $5,000,000. Tenant shall keep in force Workers'\nCompensation or similar insurance to the extent required by law. Notwithstanding\nanything to the contrary contained herein, as long as Tenant's net worth (or the\nnet worth of any party guaranteeing Tenant's obligations under this Section\n10.2) is at least $100,000,000.00, Tenant shall have the right to self insure\npart or all of any of the aforesaid insurance coverages in its sole discretion.\nIn the event that Tenant elects to self insure all or any part of any risk that\nwould be insured under the policies and limits described above, and an event\noccurs where insurance proceeds would have been available but for the election\nto self insure, Tenant shall make funds available to the same extent that they\nwould have been available had such insurance policy been carried by a third\nparty insurance company; in addition, Tenant shall indemnify Landlord and hold\nLandlord harmless from any losses attributed to Tenant's failure to timely make\nall such funds available. Notwithstanding the foregoing provisions permitting\nTenant's self insurance, in the event that, at any time, Landlord's lender(s)\nand\/or the Park insurance provider(s) require that Tenant obtain the requisite\ninsurance from a third party insurance company, Tenant shall do so.\n\n     10.3 Insurance Certificates. All of the foregoing insurance policies\n          ----------------------\nreferred to or described in Sections 10.1 and 10.2 above shall be written with\ncompanies licensed to do business in the state in which the Premises are located\nwith a financial rating of VIII or better and a policyholder's rating of A- or\nbetter in the latest edition of Best's Rating Guide on Property and Casualty\n                                --------------------------------------------\nInsurance Companies and shall provide that the other party hereto shall be given\n-------------------                                                            \na minimum of ten (10) days' written notice by any such insurance company prior\nto the cancellation, termination or alteration of the terms or limits of such\ncoverage. Each party shall deliver to the other party hereto the foregoing\ninsurance policies or certificates thereof at or prior to the date that same are\nrequired to be in effect and evidence of all renewals or replacements of same\nnot less than ten (10) days prior to the expiration date of such policies. All\nsuch policies may be maintained under a blanket insurance policy of Landlord or\nTenant.\n\n                                       17\n\n \n     10.4 Mutual Release and Waiver of Subrogation. Landlord and Tenant hereby\n          ----------------------------------------                          \nrelease each other and anyone claiming through or under the other by way of\nsubrogation or otherwise from any and all liability for any loss of or damage to\nproperty, whether caused by the negligence or fault of the other party to the\nextent of the property insurance required to be carried by the waiving party\nhereunder. In addition, Landlord and Tenant shall cause each insurance policy\ncarried by them insuring any of the improvements on the Land or the contents\nthereof, to be written to provide that the insurer waives all rights of recovery\nby way of subrogation against the other party hereto (and any mortgagee of such\nparty) in connection with any loss or damage covered by the policy. If no\nresponsible and qualified insurer will provide a waiver of subrogation without\nextra charge or premium, then the insuring party shall inform the other party\nthat such additional charge or premium is required and said other party may\nelect to (a) pay such extra charge or premium or (b) waive the requirement for\nthe waiver of subrogation (in which case the waivers of claim set forth herein\nshall be ineffective to the extent that same would void, invalidate or otherwise\nvitiate any insurance coverage). In case such waiver cannot be obtained, even at\nan additional cost, then item (b) in the immediately preceding sentence shall\nbecome effective. Any liability insurance coverage carried by either party\nhereto shall name the other party and, upon request, any lender of such other\nparty as additional insured thereunder and each party hereby waives claims\narising from the other party's negligence to the extent of such insurance\ncoverage.\n\n     10.5 Mutual Indemnification. Tenant and Landlord agree to indemnify and\n          ----------------------                                          \nhold each other harmless from and against any and all claims, damages or causes\nof action for damages brought on account of injury to any person or persons or\nproperty, or loss of life, arising out of (i) the failure to comply with its\nobligations hereunder by Landlord or Tenant, respectively, or (ii) the use,\noperation or maintenance of the Premises by Tenant or by the use, operation or\nmaintenance of the remainder of the Building and other improvements on the Land\nby Landlord, except for matters arising from the gross negligence or willful\nmisconduct of the party seeking indemnification. Notwithstanding any other\nprovisions set forth herein, the parties hereby agree that in the event of any\ndamage to a party, including all personal and property damages and losses to a\nparty's employees or invitees, each party shall resort to any and all insurance\ncoverage available prior to asserting any\n\n                                       18\n\n \nclaim or demand against the other party or its assets. No insurer is meant to be\na third party or other beneficiary of any provision contained in this Lease.\n\n\n                                  ARTICLE XI\n                                  ----------\n                             DAMAGE OR DESTRUCTION\n\n     11.1 Damage and Destruction. Except as otherwise provided herein, if the\n          ----------------------\nPremises are damaged by fire or other casualty, the damage shall be promptly\nrepaired by Landlord to the extent of the insurance proceeds available therefor,\nplus any deductible maintained with respect to Landlord's property insurance.\nUntil repairs to the Premises are completed by Landlord, rent and all other\namounts payable by Tenant hereunder shall be abated in proportion to the part of\nthe Premises, if any, which is unusable by Tenant in the conduct of its\nbusiness. If: (a) the Premises is damaged to the extent of more than fifty\npercent (50%) of the replacement cost thereof; or (b) the Park or the Building\nis damaged by fire or other insured casualty to the extent of thirty-five\npercent (35%) or more of the replacement cost thereof; or (c) any damage to the\nPremises cannot be repaired within one hundred twenty (120) days of the date of\nsuch damage; or (d) the Premises is materially damaged or destroyed during the\nlast eighteen (18) months of the term hereof; then Landlord may terminate this\nLease by written notice to Tenant given within thirty (30) days after the\noccurrence of the casualty, time being of the essence, subject to Tenant's right\nto exercise an Extension Option as to item (d). Landlord's repair of the\nPremises shall not include any of Tenant's trade fixtures or other personal\nproperty or any of Tenant's betterments or improvements to the Premises.\n\n     If (a) the Premises is materially damaged or destroyed during the last\neighteen (18) months of the term hereof or (b) any damage to the Premises cannot\nbe repaired within one hundred twenty (120) days of the date of such damage;\nthen Landlord may terminate this Lease by written notice to Tenant, given within\nthirty (30) days after the occurrence of the casualty, unless Tenant exercises\nan Extension Option(s) the term of which is no less than 80% of the economic\nlife of the tenant improvements to be constructed. In addition, in the event\nthat the Premises is\n\n                                       19\n\n \nmaterially damaged or destroyed during the last eighteen (18) months of the term\nhereof and such damage cannot be repaired within one hundred twenty (120) days\nof the date of such damage; then Tenant may terminate this Lease by written\nnotice to Landlord, given within thirty (30) days after the occurrence of the\ncasualty, provided, that (i) upon expiration of said one hundred twenty day\nperiod and during the delay period, Landlord is unable to provide Tenant with\nadditional temporary space in the Park of approximately the same size as the\nportion of the Premises that are being restored and (ii) Landlord is unable to\ncomplete the restoration within a reasonable period of time following said one\nhundred twenty day period.\n\n     11.3 Termination. In the event of any termination of this Lease as the\n          -----------\nresult of the provisions of this ARTICLE XI, the parties, effective as of such\ntermination, shall be released, each to the other, from all liability and\nobligations thereafter arising under this Lease.\n\n\n                                  ARTICLE XII\n                                  -----------\n                                EMINENT DOMAIN\n\n     12.1 Condemnation. If after the execution of this Lease and prior to the\n          ------------\nexpiration of the term hereof, the whole (or substantially the whole) of the\nPremises shall be taken under power of eminent domain by any public or private\nauthority, or conveyed by Landlord to said authority in lieu of such taking,\nthen this Lease and the term hereof shall cease and terminate as of the date of\nsuch taking, subject, however, to the right of Tenant, at its election, to\ncontinue to occupy the Premises, subject to the terms and provisions of this\nLease, for all or such part, as Tenant may determine, of the period between the\ndate of such taking and the date when possession of the Premises shall be taken\nby the taking authority and any unearned rent or other charges, if any, paid in\nadvance, shall be refunded to Tenant.\n\n     12.2 Termination Right. If, after the execution of this Lease and prior to\n          -----------------                                                  \nthe expiration of the term hereof, any taking under the power of eminent domain\nby a public or private authority or any conveyance by Landlord in lieu thereof,\nshall result in a taking of more than 20% of the total square footage of the\nPremises and Landlord is unable to deliver alternate space within the Park\nsimilar in size to the portion of the Premises taken, then Tenant may, at its\nelection, terminate this\n\n                                       20\n\n \nLease by giving Landlord notice of the exercise of Tenant's election within\nninety (90) days after the date when possession of the Premises shall be taken\nby the appropriating authority, time being of the essence\n\n     12.3 Rent Abatement. In the event of a taking in respect of which Tenant\n          --------------\nshall not have the right to elect to terminate this Lease or, having such right,\nshall not elect to terminate this Lease, this Lease and the term thereof shall\ncontinue in full force and effect and Tenant shall be entitled to a\nproportionate reduction of the rent and any other charges payable by Tenant\nhereunder, based on the square footage of the Premises taken under the power of\neminent and the total square footage of the Premises prior to such taking.\n\n     12.4 Award. All compensation awarded for any taking, whether for the whole\n          -----\nor a portion of the Premises, shall belong to Landlord; provided that Tenant\nshall be entitled to any award made, whether to Landlord or to Tenant, for the\nunamortized cost of Tenant's betterments and improvements installed at Tenant's\nCost, moving expenses and the value of Tenant's trade fixtures and further\nprovided that Tenant may apply for and receive an award for the loss of Tenant's\nleasehold estate so long as such award in no way diminishes any award to\nLandlord or to any mortgagee of Landlord with respect to Landlord's remainder.\n\n     12.5 Termination. In the event of any termination of this Lease as the\n          -----------\nresult of the provisions of this ARTICLE XII, the parties, effective as of such\ntermination, shall be released, each to the other, from all liability and\nobligations thereafter arising under this Lease.\n\n                                 ARTICLE XIII\n                                 ------------\n                             ENVIRONMENTAL MATTERS\n\n     13.1  Environmental Remediation. To the best of Landlord's knowledge,\n           -------------------------\nLandlord shall deliver the Premises to Tenant on the Commencement Date free of\nall Hazardous Substances (hereinafter defined) to the extent necessary to be in\ncompliance with all environmental and other laws related to health and safety\nand so as to allow Tenant to operate in the Premises for its intended use\nhereunder without impairment, interruption, interference, liability or\nadditional cost or expense with respect to any Hazardous Substance.\n\n                                       21\n\n \n     \"Hazardous Substances\" for purposes of this Lease shall be interpreted\nbroadly to include, but not be limited to, any material or substance that is\ndefined or classified under federal, state, or local laws as: (a) a \"hazardous\nsubstance\" pursuant to section 101 of the Comprehensive Environmental Response,\nCompensation and Liability Act, 42 U.S.C. (S)1321(14), section 311 of the\nFederal Water Pollution Control Act, 33 U.S.C. (S)1321, as now or hereafter\namended; (b) a \"hazardous waste\" pursuant to section 1004 or section 3001 of the\nResource Conservation and Recovery Act, 42 U.S.C. (S)6903, 6921, as now or\nhereafter amended; (c) a toxic pollutant under section 307(a)(1) of the Federal\nWater Pollution Control Act, 33 U.S.C. (S)1317(a)(1); (d) a \"hazardous air\npollutant\" under section 112 of the Clean Air Act, 42 U.S.C. (S)7412, as now or\nhereafter amended; (e) a \"hazardous material\" under the Hazardous Materials\nTransportation Uniform Safety Act of 1990, 49 U.S.C. App. (S)1802(4), as now or\nhereafter amended; (f) toxic or hazardous pursuant to regulations promulgated\nnow or hereafter under the aforementioned laws; or (g) presenting a risk to\nhuman health or the environment under other applicable federal, state or local\nlaws, ordinances, or regulations, as now or as may be passed or promulgated in\nthe future (all of the foregoing laws, ordinances, regulations and other\ngovernmental strictures and guidelines pertaining to the environment, health and\nsafety being herein sometimes referred to as the \"Environmental Requirements\").\n\"Hazardous Substances\" specifically include, but are not limited to, asbestos,\npolychlorinated biphenyls (\"PCBs\"), radioactive substances, petroleum and\npetroleum-based derivatives, hydrocarbons and urea formaldehyde.\n\n     13.2 Tenant Covenant and Indemnity. Tenant shall not cause or permit the\n          -----------------------------\nstorage, use, escape, disposal or release of Hazardous Substances in any manner\nnot in compliance with the Environmental Requirements; provided, however, that\nnothing herein shall prevent Hazardous Substances to be brought onto the\nPremises in the ordinary course of Tenant's business, as long as such presence\nis in compliance with the Environmental Requirements. Tenant shall indemnify and\nhold harmless Landlord against and from any liability, claim of liability,\nclaims, suits, costs, expenses, causes of action, personal liability and\nproperty damage (including without limitation Landlord's attorney's fees)\narising out of a breach by Tenant of its covenant in the preceding sentence. The\nforegoing covenants and indemnities shall survive the expiration or earlier\ntermination of this Lease; provided, however, that Tenant shall not be\n\n                                       22\n\n \nrequired to indemnify Landlord from any matter arising from Landlord's gross\nnegligence or willful misconduct.\n\n     13.3 Landlord Covenant and Indemnity. Landlord shall not cause or permit\n          -------------------------------\nthe storage, use, escape, disposal or release of Hazardous Substances in, on or\nwith respect to the Land in any manner not in compliance with the Environmental\nRequirements provided, however, that nothing herein shall prevent Hazardous\nSubstances to be brought onto the Land in the ordinary course of Landlord's\nbusiness or the businesses of Landlord's other Tenants, as long as such presence\nis in compliance with the Environmental Requirements. Landlord shall indemnify\nand hold Tenant harmless against and from any liability, claim of liability,\nclaims, suits, costs, expenses, causes of action, personal liability and\nproperty damage (including without limitation reasonable attorney's fees)\narising out of a breach by Landlord of its covenant in the preceding sentence.\nFurther, Landlord shall indemnify and hold Tenant harmless against and from any\nliability, claim of liability, claims, suits, costs, expenses, causes of action,\npersonal liability and property damage (including without limitation reasonable\nattorney's fees) arising out of a breach by Landlord of its representations,\nwarranties and covenants in Section 13.1 above. The foregoing covenants and\nindemnities in this Section 13.3 shall survive the expiration or earlier\ntermination of this Lease; provided, however, that Landlord shall not be\nrequired to indemnify Tenant from any matter arising from Tenant's gross\nnegligence or willful misconduct. Landlord shall not be liable to Tenant under\nthis Section 13.3 with respect to the acts of other tenants of Landlord, unless\nsame results from Landlord's gross negligence or willful misconduct; provided,\nhowever, that if any Hazardous Substances brought onto the Land by such other\ntenants materially adversely affects the ability to use the Premises for the use\ncontemplated hereunder, then Tenant may terminate this Lease by written notice\nto Landlord, unless Landlord agrees to promptly abate such interference.\n\n                                  ARTICLE XIV\n                                  -----------\n                                    DEFAULT\n\n     14.1 Remedies Upon Tenant's Default. In the event Tenant shall at any time\n          ------------------------------                                     \nbe in default in the payment of rent or other charges herein required to be paid\nby Tenant or in the observance or performance of any of the other covenants and\n\n                                       23\n\n \nagreements required to be performed and observed by Tenant hereunder and any\nsuch default shall continue for a period of ten (10) days following the date\nsuch payment was due for monetary obligations and thirty (30) days after written\nnotice to Tenant for all other obligations (or if such default is incapable of\nbeing cured in a reasonable manner within thirty (30) days then if Tenant has\nnot commenced to cure the same within said thirty (30) day period and thereafter\ndiligently prosecutes the same to completion), then Landlord shall be entitled\nat its election, to exercise concurrently or successively, any one or more of\nthe following rights:\n\n     (a) to bring suit for the collection of the rent or other amounts for which\n  Tenant may be in default, or for the performance of any other covenant or\n  agreement devolving upon Tenant, all without entering into possession or\n  terminating this Lease;\n\n     (b) to re-enter the Premises with process of law and take possession\n  thereof, without thereby terminating this Lease, and thereupon Landlord may\n  expel all persons and remove all property therefrom, without becoming liable\n  to prosecution therefor, and relet the Premises and receive the rent\n  therefrom, applying the same first to the payment of the reasonable expenses\n  of such re-entry and the reasonable cost of such reletting, and then to the\n  payment of the monthly rental accruing hereunder, the balance, if any, to be\n  paid to Tenant. Tenant shall remain liable for any deficiency after such\n  application.\n\n     (c) to terminate this Lease, re-enter the Premises and take possession\n  thereof. In the event Landlord shall elect to terminate this Lease, as\n  aforesaid, all rights and obligations of Landlord, and of any permitted\n  successors or assigns, shall cease and terminate, except that Landlord shall\n  have and retain full right to sue for and collect all rents and other amounts\n  for the payment of which Tenant shall then be in default, and all damages to\n  Landlord by reason of any such breach, and Tenant shall surrender and deliver\n  up the Premises to Landlord and upon any default by Tenant in so doing,\n  Landlord shall have the right to recover possession by summary proceedings or\n  otherwise and to apply for the appointment of a receiver and for other\n  ancillary relief in such action, and Landlord shall again\n\n                                       24\n\n \n  have and enjoy the Premises, fully and completely, as if this Lease had never\n  been made.\n\n     In addition to Landlord's other remedies hereunder, if Tenant defaults in\nthe performance of any obligation imposed on it by this Lease and does not cure\nsuch default within twenty (20) days after written notice from Landlord\nspecifying the default (or does not within said period commence and diligently\nproceed to cure such default), Landlord, without waiver of or prejudice to any\nother right or remedy it may have, shall have the right, at any time thereafter,\nto cure such default for the account of the Tenant, and Tenant shall reimburse\nLandlord upon invoice for any amount paid and any expense or contractual\nliability so incurred. In the event of emergencies, or where necessary to\nprevent injury to persons or damage to property or to mitigate damages, Landlord\nmay cure a default by Tenant before the expiration of the waiting period, but\nafter giving such written or oral notice to Tenant as is practical under all of\nthe circumstances. If Tenant fails to reimburse Landlord within ten (10) days\nafter receipt of invoice, then Tenant shall also pay to Landlord interest\nthereon at the hereinafter defined Default Rate from date of disbursement.\n\n     14.2  Remedies Upon Landlord's Default. In the event that Landlord shall at\n           --------------------------------\nany time be in default in the observance or performance of any of the covenants\nand agreements required to be performed and observed by Landlord hereunder and\nany such default shall continue for a period of thirty (30) calendar days after\nwritten notice to Landlord (or if such default is incapable of being cured in a\nreasonable manner within thirty (30) calendar days then if Landlord has not\ncommenced to cure the same within said thirty (30) calendar day period and\nthereafter diligently prosecutes the same to completion) and Landlord shall not\nthereafter cure such default, Tenant shall be entitled at its election, to bring\nsuit for the collection of any amounts for which Landlord may be in default, or\nfor the performance of any other covenant or agreement devolving upon Landlord,\nin addition to all remedies otherwise provided in this Lease and otherwise\navailable in law or equity under the laws of the United States or the State or\nCommonwealth in which the Premises are located.\n\n     In addition to all of Tenant's other remedies hereunder, if Landlord\ndefaults in the performance of any obligation imposed on it by this Lease\npertaining exclusively to the Premises and\n\n                                       25\n\n \nnot to any other part of the Park, and does not cure such default within twenty\n(20) days after written notice from Tenant specifying the default (or does not\nwithin said period commence and diligently proceed to cure such default),\nTenant, without waiver of or prejudice to any other right or remedy it may have,\nshall have the right, at any time thereafter, to cure such default for the\naccount of the Landlord, and Landlord shall reimburse Tenant upon invoice for\nany amount paid and any expense or contractual liability so incurred. If\nLandlord fails to reimburse Tenant within ten (10) days after invoice, then\nTenant shall have the right to offset the amount due thereunder, together with\ninterest at the Default Rate (as defined in Section 14.3 hereinbelow) from the\ndate of disbursement against all rent and other charges due from Tenant to\nLandlord under this Lease until Tenant has been completely reimbursed for its\nexpenses. In the event of emergencies, or where necessary to prevent injury to\npersons or damage to property or to mitigate damages, Tenant may cure a default\nby Landlord before the expiration of the waiting period, but after giving such\nwritten or oral notice to Landlord as is practical under all of the\ncircumstances.\n\n     14.3  Attorneys' Fees; Remedies. In the event that either Landlord or\n           -------------------------\nTenant commences any suit for the collection of any amounts for which the other\nmay be in default or for the performance of any other covenant or agreement\nhereunder, the other party shall pay all reasonable attorneys' fees and other\nexpenses incurred by the prevailing party enforcing such obligations and\/or\ncollecting such amounts, plus interest thereon at the highest legal rate not to\nexceed eighteen (18%) percent per annum (the \"Default Rate\"). All remedies of\nLandlord and\/or Tenant herein created or remedies otherwise existing at law or\nequity are cumulative and the exercise of one or more rights or remedies shall\nnot be taken to exclude or waive the right to the exercise of any other. All\nsuch rights and remedies may be exercised and enforced concurrently and whenever\nand as often as Landlord and\/or Tenant shall, as applicable, deem necessary. In\naddition, Tenant shall be responsible for all reasonable attorneys' fees and\nother expenses incurred by Landlord in enforcing or seeking to enforce this\nLease as a result of a default hereunder by Tenant.\n\n\n                                       26\n\n\n \n                                  ARTICLE XV\n                                  ----------\n    QUIET ENJOYMENT; LANDLORD'S AND TENANT'S REPRESENTATIONS AND WARRANTIES\n\n     15.1  Covenants and Warranties. Landlord covenants and warrants that\n           ------------------------\nLandlord has good right and full power to let and lease the Premises and to\nenter into the agreements contained herein. Landlord agrees that, if and as long\nas Tenant is not in default after the applicable grace periods and any notice\nrequired under the terms hereof, Tenant shall quietly and peaceably hold,\npossess and enjoy the Premises for the full term of this Lease without any\nhindrance or molestation by Landlord or its agents or employees, and Landlord\nshall defend the use and occupancy of the same by Tenant against the lawful\nclaims of all persons whomsoever, except with respect to such matters of title\nas affect the Premises as of the date hereof, pursuant to the title search\nattached hereto as Exhibit \"D\" (the \"Permitted Exceptions\"). Landlord shall\n                   -----------\nexecute and deliver such affidavits, certificates and other documents as may be\nreasonably requested by Tenant or Tenant's title insurance company to permit\nTenant to obtain a title policy issued by the Title Company insuring Tenant's\nleasehold interest on the Premises in an amount reasonably satisfactory to\nTenant, subject only to the Permitted Exceptions. Landlord covenants, warrants\nand represents that such matters of title, either individually or in the\naggregate, do not and shall not materially interfere with Tenant's use of the\nPremises contemplated hereunder.\n\n     15.2 Landlord's Representations and Warranties. Landlord makes the\n          -----------------------------------------\nfollowing representations, warranties and covenants to Tenant:\n\n     (a) Landlord has complete and full authority to execute this Lease subject\n  to the provisions hereof.\n\n     (b) To Landlord's knowledge and belief, neither the entering into of this\n  Lease nor the consummation of the transaction contemplated hereby will\n  constitute or result in a violation or breach by Landlord of any judgment,\n  order, writ, injunction or decree issued against or imposed upon it, or will\n  result in a violation of any applicable law, order, rule or regulation of any\n  governmental authority.\n \n\n                                       27\n\n\n \n     (c) Landlord has no knowledge of, nor has Landlord received any notice of,\n  any actual or threatened action, litigation, or proceeding by any\n  organization, person, individual or governmental agency (including\n  governmental actions under condemnation authority or proceedings similar\n  thereto) against the Land, the Building or Landlord, nor has any such\n  organization, person, individual or governmental agency communicated to\n  Landlord anything which Landlord believes to be a threat of any such action,\n  litigation or proceeding.\n\n     (d) The parties executing this Lease on behalf of Landlord have the power\n  and authority to make the provisions hereof the legal, valid and binding\n  obligations of Landlord.\n\n     15.3 Tenant's Representations and Warranties. Tenant makes the following\n          ---------------------------------------\nrepresentations, warranties and covenants to Landlord:\n\n     (a) Tenant has complete and full authority to execute this Lease subject to\n  the provisions hereof.\n\n     (b) To Tenant's knowledge and belief, neither the entering into of this\n  Lease nor the consummation of the transaction contemplated hereby will\n  constitute or result in a violation or breach by Tenant of any judgment,\n  order, writ, injunction or decree issued against or imposed upon it, or will\n  result in a violation of any applicable law, order, rule or regulation of any\n  governmental authority.\n\n     (c) The parties executing this Lease on behalf of Tenant have the power and\n  authority to make the provisions hereof the legal, valid and binding\n  obligations of Tenant.\n\n                                       28\n\n \n                                  ARTICLE XVI\n                                  -----------\n                                 SUBORDINATION\n\n     16.1  Subordination and Attornment. This Lease shall be subordinate to the\n           ----------------------------\nlien of any present or future mortgage upon the Premises; on the condition,\nhowever, that the holder of any present or future mortgage upon the Premises\n(the \"Mortgagee\") shall enter into a subordination, non-disturbance and\nattornment agreement (\"SNDA\") with Tenant, on Mortgagee's form of SNDA\nagreement, providing that in the event of foreclosure or other action or\nexercise of rights taken under the mortgage by Mortgagee, this Lease and all of\nthe rights of Tenant hereunder shall not be disturbed, but shall continue in\nfull force and effect. As used herein, \"mortgage\" shall include mortgages, deeds\nof trust, deeds to secure debt or other similar financing instruments. Landlord\nshall provide Tenant with the SNDA for any mortgage now affecting the Premises\nprior to the Commencement Date.\n\n\n                                 ARTICLE XVII\n                                 ------------\n                    TRANSFERS BY AND LIABILITY OF LANDLORD\n\n     17.1  Transfers of Landlord's Interest. No transfer or sale of Landlord's\n           --------------------------------\ninterest in the Premises or hereunder shall release Landlord from any of its\nobligations or duties hereunder prior thereto. Notwithstanding the foregoing,\nLandlord shall be released of any ongoing obligations hereunder from and after\nthe date of such transfer upon the assumption of all such obligations and duties\nby the transferee of Landlord.\n\n     17.2 Landlord's Liability. Landlord's liability for its obligations\n          --------------------\nhereunder with respect to any monetary payment shall be limited to Landlord's\ninterest in the Park and the Building and other buildings and improvements\nthereon, including without limitation the rents, insurance proceeds, sales\nproceeds and condemnation awards therefrom.\n\n\n                                 ARTICLE XVIII\n                                 -------------\n                                 MISCELLANEOUS\n\n     18.1  Holding Over. In the event of Tenant's continued occupancy of the\n           ------------\nPremises after the expiration of the term of this Lease or any renewal or\nextension thereof, or any earlier termination provided or permitted by this\nLease, with the\n\n                                       29\n\n \nconsent of Landlord such tenancy shall be from month-to-month at double the Base\nRent in effect on the termination date, computed on a monthly basis for each\nmonth or part thereof during such holding over, and such continued occupancy\nshall not defeat Landlord's right to possession of the Premises. All other\ncovenants, provisions, obligations and conditions of this Lease shall remain in\nfull force and effect during such month-to-month tenancy, except that the legal\nrights of the parties shall be governed by the principles of a month-to-month\ntenancy, including without limitation termination or change in rent upon thirty\n(30) days notice.\n\n     18.2  Non-Waiver of Default. No acquiescence by either party to any default\n           ---------------------\nby the other party hereunder shall operate as a waiver of its rights with\nrespect to any other breach or default, whether of the same or any other\ncovenant or condition.\n\n     18.3  Recording. Neither this Lease nor any memorandum thereof may be\n           ---------\nrecorded in the public records of Broward County, Florida.\n\n     18.4  Notice. Any notice or consent required to be given by or on behalf of\n           ------\nany party hereto to any other party shall be in writing and sent by facsimile\nwith written confirmation of transmittal, mailed by registered or certified\nmail\/return receipt requested, or sent by air courier or expedited mail service\nor personal delivery, addressed as follows:\n\nIf to Tenant:       Aladdin Manufacturing Corporation\n                    160 South Industrial Boulevard\n                    Calhoun, Georgia 30701\n                    Att: Salvatore J. Perillo, Esq.\n                    Facsimile: 1-706-624-2483\n\nWith a copy to:     Robert Adrian, Regional Manager\n                    Aladdin Manufacturing Corporation\n                    1320 NW 163rd Street\n                    Miami, Florida 33169\n                    Facsimile: (305) 620-7341\n\nIf to Landlord:     Seneca G&amp;H, L.L.C.\n                    2901 SW 8th Street\n\n                                       30\n\n \n                    Suite 204\n                    Miami, Florida 33135\n                    Attention: Jose R. Boschetti and\n                    Charles R. Abele, Jr.\n                    Facsimile: (305) 541-1314\n\nWith a copy to:     Ricardo L. Fraga, Esq.\n                    Greenberg Traurig, P.A.\n                    1221 Brickell Avenue\n                    Suite 2100\n                    Miami, Florida 33131\n                    Facsimile: (305) 579-0717\n\nor at such other address as may be specified from time to time in writing. All\nsuch notices hereunder shall be deemed to have been given on the date of\ndelivery or the date marked on the return receipt unless delivery is refused or\ncannot be made, in which case the date of postmark shall be deemed the date\nnotice has been given.\n\n     18.5  Successors and Assigns. All covenants, promises, conditions,\n           ----------------------\nrepresentations, and agreements herein contained shall be binding upon, apply,\nand inure to the parties hereto and their respective heirs, executors,\nadministrators, successors, and permitted assigns.\n\n     18.6  Time is of the Essence. Time is of the essence hereof.\n           ----------------------\n\n     18.7  Partial Invalidity. If any provision of this Lease or the application\n           ------------------\nthereof to any person or circumstance shall to any extent be held invalid, then\nthe remainder of this Lease or the application of such provision to persons or\ncircumstances other than those as to which it is held invalid shall not be\naffected thereby, and each provision of this Lease shall be valid and enforced\nto the fullest extent permitted by law.\n\n     18.8  Interpretation. In interpreting this Lease in its entirety, the\n           --------------\nprinted provisions of this Lease and any additions written or typed thereon\nshall be given equal weight, and there shall be no inference, by operation of\nlaw or otherwise, that any provision of this Lease shall be construed against\neither party hereto. This Lease constitutes the complete agreement of Landlord\nand Tenant with respect to the subject matter hereof. No representations,\ninducements, promises or agreements, oral or\n\n                                       31\n\n \nwritten, have been made by Landlord or Tenant, or anyone acting on behalf of\nLandlord or Tenant, which are not contained herein, and any prior agreements,\npromises, negotiations, or representations are superseded by this Lease. This\nLease may not be amended except by an instrument in writing signed by both\nparties hereto.\n\n     18.9  Headings, Captions and References. The section captions contained in\n           ---------------------------------\nthis Lease are for convenience only and do not in any way limit or amplify any\nterm or provision hereof. The use of the terms \"hereof,\" \"hereunder\" and\n\"herein\" shall refer to this Lease as a whole, inclusive of the Exhibits\n(including the Agreement), except when noted otherwise. The use of the masculine\nor neuter genders herein shall include the masculine, feminine and neuter\ngenders and the singular form shall include the plural when the context so\nrequires.\n\n     18.10 Brokerage Commissions. Landlord and Tenant each warrants and\n           ---------------------\nrepresents to the other that there are no brokers, finders fees or any real\nestate commissions due to any broker, agent or other party in connection with\nthe negotiation or execution of this Lease or on behalf of either of them except\nfor William Webb &amp; Associates, Inc. and Cushman &amp; Wakefield of Florida, Inc.\n(collectively \"Broker\"), which shall be paid a commission by Landlord pursuant\nto a separate agreement. Under no circumstances shall Tenant be obliged to make\nany payment to Broker. Landlord and Tenant hereby agree to indemnify and hold\nthe other harmless from and against any and all costs, expenses, liabilities,\ncauses of action, claims or suits by any party for compensation, commissions,\nfees or other sums (including without limitation reasonable attorney's fees)\nclaimed to be due or owing with respect to the representation of Landlord or\nTenant as applicable, in effecting this Lease. William Webb &amp; Associates\nrepresented Tenant. Cushman &amp; Wakefield represented Landlord.\n\n     18.11  Time. Whenever the last day for the exercise of any privilege or the\n            ----\ndischarge of any duty hereunder shall fall upon a Saturday, Sunday or any public\nor legal holiday, the party having such privilege or duty shall have until 5:00\np.m. on the next succeeding business day to exercise such privilege or to\ndischarge such duty.\n\n     18.12  Estoppel Certificate. Either party agrees that within fifteen (15)\n            --------------------\ndays following request therefor by the other\n\n                                       32\n\n \nparty to execute and deliver to the requesting party a statement, certifying to\nits actual knowledge (a) whether or not this Lease is in full force and effect,\n(b) the date of commencement and termination of the term of this Lease, (c) the\ndate to which rental and all other charges hereunder are paid currently without\nany offset or defense thereto (or stating any such offset or defense), (d) the\namount of rental and all other charges hereunder, if any, paid in advance, (e)\nwhether or not this Lease has been modified and, if so, identifying the\nmodifications, (f) that there are no uncured defaults by the other party or\ndescribing the claimed defaults and (g) such other matters as the requesting\nparty shall reasonably request. Nothing in any such estoppel statement shall be\ndeemed to modify or amend this Lease.\n\n     18.13  Governing Law. This Lease shall be construed under the laws of the\n            -------------\nState of Florida.\n\n     18.14  Force Majeure. In the event that either party shall be delayed or\n            -------------\nhindered in, or prevented from, the performance of any work, service, or other\nact required under this Lease to be performed by the party (other than monetary\nobligations) and such delay or hindrance is due to strikes, lockouts, acts of\nGod, governmental restrictions, enemy act, civil commotion, unavoidable fire or\nother casualty, or other causes of a like nature beyond the reasonable control\nof the party so delayed or hindered (a \"Force Majeure Event\"), then performance\nof such work, service, or other act shall be excused for the period of such\ndelay and the period for the performance of such work, service, or other act\nshall be extended for a period equivalent to the period of such delay. Lack of\nfinancial resources on the part of either party shall not be a Force Majeure\nEvent.\n\n     18.15 Radon Gas. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN\n           ----------\nIT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH\nRISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED\nFEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL\nINFORMATION REGARDING RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC\nHEALTH UNIT. [NOTE: THIS PARAGRAPH IS PROVIDED FOR INFORMATIONAL PURPOSES\nPURSUANT TO FLORIDA STATUTES.]\n\n     18.16 Special Stipulations. If any Schedule of Special Stipulations is\n           --------------------\nattached hereto and if there is any conflict\n\n                                       33\n\n \nwith the provisions hereof, then the Special Stipulations shall govern and\ncontrol.\n\n     18.17 Guaranty. At the time that this Lease is executed by Tenant, Tenant\n           --------\nshall procure that Tenant's parent company (Mohawk Industries, Inc.) executes\nand delivers Landlord's form of unconditional guaranty in favor of Landlord,\nunconditionally guarantying the payment and performance of all of Tenant's\nobligations under this Lease, as same may be amended by mutual written agreement\nexecuted by Landlord and Tenant.\n\n     18.18 Signs. Tenant shall not make any changes to the exterior of the\n           -----\nPremises, install any exterior lights, decorations, balloons, flags, pennants,\nbanners, or painting, or erect or install any signs, windows or door lettering,\nplacards, decorations, or advertising media of any type which can be viewed from\nthe exterior of the Premises, without Landlord's prior written consent.\n\n     18.19 Access. Landlord and its agents, representatives, and contractors may\n           ------\nenter the Premises at any reasonable time to inspect the Premises and to make\nsuch repairs as may be required or permitted pursuant to this Lease and for any\nother business purpose. Landlord and Landlord's representatives may enter the\nPremises during business hours for the purpose of showing the Premises to\nprospective purchasers and, during the last year of the Initial Term or any\nExtension Term, to prospective tenants, provided, that such showings do not\nmaterially interfere with Tenant's business and further provided, that Landlord\ngives Tenant at least 24 hours prior notice of such showings. Landlord may erect\na suitable sign on the Premises stating the Premises are available to let or\nthat the Project is available for sale. Landlord may grant easements, make\npublic dedications, designate common areas and create restrictions on or about\nthe Premises, provided that no such easement, dedication, designation or\nrestriction materially interferes with Tenant's use or occupancy of the\nPremises. At Landlord's request, Tenant shall execute such instruments as may be\nnecessary for such easements, dedications or restrictions.\n\n     18.20 Waiver of Jury Trial. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY\n           --------------------\nJURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN\nCONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS\nLEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR\n\n                                       34\n\n \nDELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.\n\n     18.21 Net Lease. Landlord and Tenant acknowledge and agree that this Lease\n           ---------\nis a net lease. In this regard, except as specifically provided herein, Tenant\nshall be responsible and shall pay Base Rent, Florida Sales Taxes pertaining to\nthe Premises, and any and all costs, expenses and charges of any nature or kind\nwhatsoever relating to the operation, maintenance, repair, associated\nadministration of the Premises, or Tenant's use and occupation of the Premises.\nIn addition, Tenant shall be responsible for its proportionate share of said\ncharges with respect to the Common Areas.\n\n     18.22 Rules and Regulations. Tenant shall, at all times during the Initial\n           ---------------------\nTerms and any extensions thereof, comply with all reasonable rules and\nregulations at any time or from time to time established by Landlord covering\nuse of the Premises, the Building, and the Park. The current rules and\nregulations are attached hereto. In the event of any conflict between said\nrules and regulations and other provisions of this Lease, the other terms and\nprovisions of this Lease shall control. Landlord shall not have any liability or\nobligation for the breach of any rules or regulations by other tenants in the\nPark. Landlord agrees not to establish and enforce any changes in the Rules and\nRegulations of the Park that would have a materially adverse effect on Tenant's\noperation of the Premises as anticipated under this Lease.\n\n     18.23 Constituent Documents. Within five (5) days following Tenant's\n           ---------------------\nexecution of this Lease, Tenant shall provide Landlord with an original\ncertificate of good standing for Tenant and Guarantor from their State of\nformation; said certificate to be dated within thirty days of the date on which\nsame is delivered to Landlord. In addition, within said five (5) days, Tenant\nshall also provide Landlord with a copy of its corporate resolutions and that of\nGuarantor authorizing Tenant to enter into the Lease and Guarantor to guarantee\nTenant's obligations hereunder respectively and authorizing the individual\nsigning the Lease and Guarantee on behalf of Tenant and Guarantor respectively\nto do so.\n\n     18.24 First Offer of Adjacent Space. During the term of this Lease, \n           -----------------------------\nprovided that Tenant is not, and has not been, in default under the Lease,\nLandlord shall provide Tenant with\n\n                                       35\n\n \nwritten notice of any available space adjacent to the Premises in the Building.\nTenant shall have a right of first offer to lease such available adjacent\nspace on substantially the same terms and conditions provided in this Lease. The\nterms and conditions of the new lease for such adjacent space shall be the same\nas those of this Lease except that (i) base rent under such lease during the\nfirst year thereof shall be equal to the rent then in effect under this Lease,\nsubject to annual adjustments pursuant to this Lease, (ii) the term of such\nlease shall be for at least five years, (iii) Tenant shall accept delivery of\nsuch space in its then AS IS condition, and (iv) such lease shall not provide\nfor a tenant improvement allowance. In the event that Tenant does not elect to\nexercise said right of first offer, in writing, within fifteen (15) days\nfollowing Landlord's notice of such available adjacent space, Tenant shall be\ndeemed to have waived such right with regard to such available adjacent space at\nthat time, however, such waiver shall not affect Tenant's right of first offer\nwith regard to such adjacent space in the event that it subsequently becomes\navailable again during the term of this Lease. In addition, during the term of\nthis Lease, in the event that Tenant desires to lease all of the Building space\nadjacent to the Premises (which adjacent space consists of an aggregate of\napproximately 70,055 square feet), and such space is occupied by other \ntenant(s), Landlord shall exercise diligent efforts to negotiate with such\ntenant(s) to have same relocated to other available space in the Park, provided,\nthat same is at no cost to Landlord. Tenant shall bear all costs associated with\nsuch relocation and shall accept such space in its then AS IS condition.\n\n     18.25 Rules and Regulations. With respect to this Lease, the following\n           ---------------------\nprovision of paragraph 15 of the Rules and Regulations, shall be deemed to be\ndeleted:\n\n\"The Tenant shall furnish the Landlord, upon request, with the current license\nnumbers of all vehicles owned or used by the Tenant or its employees or agents\nand the Tenant thereafter shall notify the Landlord of any changes in such\nnumbers within five (5) days after the occurrence thereof.\"\n\n     18.26 Credit for Unused Tenant Improvement Allowance: In the event that\n           ----------------------------------------------\nthe TI Cost is less than the Tenant Improvement Allowance ($786,132.99),\nLandlord agrees to reduce the Base Rent by 1 cent per square foot for each whole\nincrement of $11,000.00 in cost savings, however, in no event shall the\n\n                                       36\n\n \nBase Rent ever be less than $5.00 per square foot. In the event that Tenant\nelects to utilize all or part of the above credit, a new rent schedule which is\nnow exhibit \"C\" in the lease Agreement will be created and executed by the\nparties at the time of the rent commencement.\n\n     IN WITNESS WHEREOF this Lease has been executed as a sealed instrument as\nof the day and year first above written.\n\n\n\n                                       LANDLORD:\n\n\nWitnesses:                             SENECA G&amp;H, L.L.C.,\n                                       a Florida limited liability company\n\n\/s\/ Robert W. Adrian                   By: \/s\/ Charles Roabele, Jr.\n-----------------------------              -----------------------------------\nName: Robert W. Adrian                 Name: Charles Roabele, Jr.\n                                            ----------------------------------\n\/s\/ William C. Webb III                Title: Member\n-----------------------------                ---------------------------------\nWilliam C. Webb III                                      (SEAL)\n\n\n                                       TENANT:\n\n\nWitnesses:                             ALADDIN MANUFACTURING CORPORATION,\n                                       a Delaware corporation\n\n\/s\/ Elaine Busbee                      By: \/s\/ Salvatore J. Perillo\n-----------------------------              -----------------------------------\nName: Elaine Busbee                    Name: Salvatore J. Perillo\n                                            ----------------------------------\n\/s\/ Misty Young                        Title: Senior Counsel\n-----------------------------                ---------------------------------\nName: Misty Young                                    (CORPORATE SEAL)\n\n                                       37\n\n \n                               LIST OF EXHIBITS\n\n\nExhibit \"A-1\"               Legal Description of Land\n-------------\n\nExhibit \"A-2\"               Site Plan\n-------------\n\nExhibit \"A-3\"               Parking Area\n-------------\n\nExhibit \"B\"                 Landlord's Improvements\n-----------\n\nExhibit \"C\"                 Rent Schedule\n-----------\n\nExhibit \"D\"                 Permitted Exceptions\n-----------\n\n                                       38\n\n \n                                 EXHIBIT \"A-l\"\n\n                           LEGAL DESCRIPTION OF LAND\n\n                         [To be provided by Landlord]\n\n\n\n \n                                 EXHIBIT \"A-1\"\n\n                               \"SKETCH OF LAND\"\n\n                                   [ARTWORK]\n\n\n \n                                 EXHIBIT \"A-2\"\n\n                                  \"SITE PLAN\"\n\n                                   [ARTWORK]\n\n \n                                 EXHIBIT \"A-3\"\n\n                          \"PARKING AREA AND PREMISES\"\n\n                                   [ARTWORK]\n\n \n                                  EXHIBIT \"B\"\n                                  -----------\n\n                            LANDLORD'S IMPROVEMENTS\n                                 (WORK LETTER)\n\n     Section B.1 Force and Effect. The provisions of this Exhibit: \"B\" shall\n                 ----------------\nhave the same force and effect as if this Exhibit \"B\" were within the body of\nthe Lease. However, in the event that there are any contradiction(s) between the\nother terms or conditions of this Lease and this Exhibit \"B\", the terms of this\nExhibit \"B\" shall prevail.\n\n     Section B.2 Plans and Specifications. Landlord agrees, at Landlord's sole\n                 ------------------------\ncost and expense (subject to reimbursement from Tenant as set forth below if\ncosts exceed the Tenant Allowance), to perform the work (\"Landlord's Work\")\nrequired to complete the Tenant improvements described on Schedule B-1 hereto\n                                                          -------------      \n(the \"Tenant Improvements\"). If the Tenant Improvements have not yet been agreed\nto, then the plans and specifications (the \"Plans and Specifications\") therefor\nshall be agreed upon as described on Schedule B-1. Landlord's Work shall be\n                                     ------------                        \ncompleted and the Tenant Improvements installed and constructed in a good and\nworkmanlike manner, with new materials, according to sound engineering practice\nand in compliance with law.\n\n     Section B.3 Tenant Allowance and Tenant Contribution. The Tenant\n                 ----------------------------------------\nImprovement Allowance shall be $786,132.99. In addition, for the purposes of\nthis Work Letter, Landlord's costs shall only include costs of the Tenant\nImprovements and shall not include any costs for the base Building, the Common\nAreas or other aspects of the Park, all of which shall be constructed by\nLandlord at Landlord's sole cost and expense.\n\n     In the event that the cost for the Tenant Improvements (the \"TI Cost\") will\nresult in a cost in excess of the Tenant Improvement Allowance (such excess is\nhereinafter defined as the \"Tenant Costs\"), then Tenant may elect to revise the\nPlans and Specifications to reduce or eliminate such increase in costs;\nnevertheless, Tenant shall be solely responsible for the Tenant Costs.\nNotwithstanding anything herein to the contrary, to the extent Landlord incurs\ncosts and expenses for matters attributable to Landlord's negligence or\nmisconduct, Landlord shall pay all such costs, expenses and fees and all such\ncosts, expenses and fees shall be excluded from the cost of Landlord's Work for\nthe purposes of this Lease. Landlord shall also pay all of the following costs,\nfees and expenses, which costs, fees\n\n                                       1\n\n \nand expenses shall also be excluded from the cost of Landlord's Work for the\npurposes of this Lease: (i) finance charges, (ii) architectural and engineering\nfees (excluding revision fees) (iii) the costs of any studies and reports,\n(including, but not limited to, soils and geology reports), (iv) the costs of\nany work with respect to the Premises, Building or the Park, other than for the\nTenant Improvements, (v) any internal or direct administrative or supervisory\ncosts incurred by Landlord for Landlord's staff, (vi) the cost of any building\nor other permit required for the base building, and (vii) costs and expenses of\nany plan check or similar fee and standard building permits and fees attributed\nto the base building, all of which Landlord shall pay at Landlord's cost and\nexpense (and not as part of the Tenant Allowance).\n\n     Section B.4 Commencement and Completion of Construction. Landlord shall\n                 -------------------------------------------\ncommence and substantially complete construction of the Landlord's Work in\naccordance with the Plans and Specifications with due diligence no later than\nthe date provided for in the construction schedule subject only to force\nmajeure.\n\n     \"Substantial Completion\" shall mean that a certificate of occupancy or a\ntemporary certificate of occupancy has been obtained for the Premises and that\nLandlord's Work is sufficiently complete so as to allow Tenant to occupy the\nPremises for the use and purposes intended without unreasonable disturbance or\ninterruption; provided that Landlord, its employees, agents, and contractors,\nshall be allowed to enter upon the Premises at any reasonable time(s) following\nsubstantial completion as necessary to complete any unfinished details pursuant\nto a punchlist to be prepared by Tenant and delivered to Landlord within thirty\n(30) days following the date of substantial completion.\n \n     Section B.5 Bid List. Prior to commencement of Landlord's construction of\n                 --------\nthe Tenant Improvements, Landlord and Tenant shall have agreed in writing to a\nlist of up to three general contractors who shall be designated as the parties\nfrom whom bids will be sought to construct the Premises (\"Bid List\"), which list\nshall be incorporated herein and attached hereto as Schedule \"B-3\" (the \"Bid\n                                                    --------------\nList\"). Each of such contractors shall be reasonably acceptable to both Landlord\nand Tenant and shall have substantial experience in the general construction\nindustry in the area where the Park is located in connection with similar such\nprojects and shall base their bids on the form of\n\n                                       2\n\n \nconstruction contract provided to such contractors. Upon agreement as to the\nPlans and Specifications, Landlord shall submit same to the parties on the Bid\nList for their respective bids, and upon receipt of such bids, Landlord shall\ndeliver to Tenant copies thereof. Unless Tenant shall otherwise designate, the\nlowest bidder shall be awarded the construction contract for Landlord's Work.\nTenant shall have the right to designate the contractor to which the general\nconstruction contract is to be awarded, however, in such event, Tenant shall\nguaranty such contractor's timely completion and delivery of the work contracted\nfor. Tenant shall have access to all of the information available in connection\nwith the bids submitted in accordance with this Section B.5. Landlord shall\nnotify Tenant prior to opening sealed bids and Tenant shall have the right to be\npresent when such bids are opened. Notwithstanding anything herein to the\ncontrary, Landlord may provide the bid that Landlord and Tenant have otherwise\nagreed to accept (the \"Pending Approved Bid\") to the base Building contractor\nand, in the event that the Base building contractor bids or revises its prior\nbid to match, or be less than the Pending Approved Bid, Landlord shall be\nentitled to select the base Building contractor's bid, in lieu of the Pending\nApproved Bid.\n\n     Section B.6 Delivery of Possession of the Premises. Landlord shall deliver\n                 --------------------------------------\npossession of the Premises to Tenant with the Tenant Improvements substantially\ncompleted and a permanent or temporary Certificate of Occupancy for the\nPremises no later than the Commencement Date. As of the Commencement Date,\nLandlord shall have completed the Common Areas necessary for the operation of\nthe Premises for the use contemplated hereunder (i.e. roads providing access to\nand from the Premises, parking for the Premises, and utilities to the Premises).\n\n     Section B.7 Delays. Notwithstanding anything herein to the contrary, the\n                 ------\nBase Rent under the Lease shall be abated one day for each day the Commencement\nDate is delayed (excluding force majeure delays) by Landlord's failure to\ncomplete the Tenant Improvements (but not to the extent the delay is caused by\nTenant and not in the event that Tenant designates the contractor to which the\ncontract was awarded). This provision is not intended to limit Tenant's rights\nand remedies specified in the Lease, including, without limitation, those rights\nspecified in this Work Letter.\n\n     Section B.8 Workmanlike Manner, Information to Tenant. Landlord agrees to\n                 -----------------------------------------\nensure that all work to be done by Landlord\n\n                                       3\n\n \non the Premises is performed in a good and workmanlike manner. During the course\nof Landlord's construction, Landlord shall keep Tenant apprised of the progress\nof same, shall provide copies of existing reports and other documents relating\nto same upon request and shall permit Tenant to make such inspections and audits\nas Tenant may deem reasonably necessary or appropriate.\n\n     Section B.9 Tenant Delays. Tenant shall be responsible for any delay\n                 -------------\n(including associated costs) in the substantial completion of the Premises\nresulting from any of the following causes:\n\n          (i) Tenant's failure to pay any portion of Tenant's Costs, as\nhereinafter defined, when due; or\n\n          (ii) Tenant's specification of special materials or finishes, or\nspecial installations, which special items cannot be delivered or completed\nwithin Landlord's construction schedule (subject to Landlord's obligation to\ngive Tenant prior notice of same at the time of such specification); or\n\n          (iii) any change in the space plan and\/or the plans and specifications\ncaused by Tenant, even though Landlord may approve such change (Landlord agrees\nto estimate the delay to be caused by a change order, provided Tenant expressly\nrequests such estimate at the time it requests a change order); or\n\n          (iv) any other delay in substantial completion of the Tenant\nImprovements directly attributable to the negligent or willful acts or omissions\nof Tenant, its employees, or agents.\n\n     If any delay caused by Tenant results in or contributes to a delay in\nsubstantial completion of the Premises, then substantial completion shall be\ndeemed to have occurred as of the date Landlord would have otherwise achieved\nsubstantial completion, but for Tenant's delay. Landlord will specify in writing\nto Tenant the Tenant delay(s) which resulted in or contributed to a delay in\nsubstantial completion of the Premises.\n\n     Section B.10 Tenant Costs. To the extent that the plans and specifications\n                  ------------\nreflect the scope of work described by the space plan, then Landlord, at its\nexpense not to exceed the Tenant Improvement Allowance set forth above, shall\ncause the\n\n                                       4\n\n \nconstruction of the Tenant Improvements, using Landlord's building-standard\nmethods and materials as modified by Tenant's pre-approved modifications to\nplans and specifications. To the extent that the revised construction budget\nexceeds the Tenant Improvement Allowance any such excess will be at Tenants\nexpense (\"Tenant's Costs\"). Tenant's Costs shall be paid to Landlord as follows:\n\n          (i) Prior to commencement of construction of the Tenant Improvements,\nTenant shall pay Landlord an amount equal to fifty (50%) percent of the Tenant's\nCosts, as such amount is then determined by reference to the construction\nbudget.\n\n          (ii) When fifty (50%) of the Tenant Improvements are complete in\naccordance with the plans and specifications (as verified in writing by\nLandlord's architect), Tenant shall pay Landlord an amount equal to the\nremaining unpaid balance of Tenant's Costs as such amount can then be reasonably\ndetermined by Landlord based on available information.\n\n          (iii)  Within ten (10) days following Landlord's submittal to Tenant\nof a final accounting of Tenant's Costs, Tenant shall pay Landlord the then\nremaining balance of Tenant's Costs, or Landlord shall reimburse Tenant as to\nany excess amounts previously paid, as the case may be.\n\n     Tenant's Costs represent a reimbursement of monies expended by Landlord on\nTenant's behalf. Payment when due shall be a condition to Landlord's continued\nperformance under this Work Letter. Any delay in construction of the Tenant\nImprovements or in Tenant taking occupancy of the Premises resulting from\nTenant's failure to make any Tenant's Costs payments when due shall be Tenant's\nresponsibility. Tenant's failure to pay any portion of Tenant's Costs when due\nshall constitute a default under the Lease (subject to any applicable notice\nrequirements or grace periods).\n\n                                       5\n\n \n                                  EXHIBIT \"C\"\n \n                             RENT SCHEDULE MOHAWK\n \nTENANT                             MOHAWK INDUSTRIES\nSQUARE FOOTAGE                          186,537\nANNUAL INFLATOR (\"A\")                      3.00%\nANNUAL INFLATOR (\"B\")                      2.00%\nANNUAL INFLATOR (\"C\")    \nRATE PER SF                               $5.20\n \n\n                                ANNUAL        MONTHLY\n                              BASE RENT      BASE RENT\n                        \nYEAR      1      $5.20      $  969,992.40   $ 80,832.70\nYEAR      2      $5.36      $  999,092.17   $ 83,257.68\nYEAR      3      $5.52      $l,029,064.94   $ 85,755.41\nYEAR      4      $5.63      $1,049,646.24   $ 87,470.52\nYEAR      5      $5.74      $1,070,639.16   $ 89,219.93\nYEAR      6      $5.85      $1,092,051.94   $ 91,004.33\nYEAR      7      $5.97      $1,113,892.98   $ 92,824.42\nYEAR      8      $6.09      $1,136,170.84   $ 94,680.90\nYEAR      9      $6.21      $1,158,894.26   $ 96,574.52\nYEAR     10      $6.21      $1,158,894.26   $ 96,574.52\n \n\nOPTION YEARS IF APPLICABLE\n \nYEAR     11       6.21      $1,158,894.26   $ 96,574.52\nYEAR     12       6.40      $1,193,661.09   $ 99,471.76\nYEAR     13       6.59      $1,229,470.92   $102,455.91\nYEAR     14       6.79      $1,266,355.05   $105,529.59\nYEAR     15       6.79      $1,266,355.05   $105,529.59\nYEAR     16       6.99      $1,304,345.70   $108,695.47\nYEAR     17       7.20      $1,343,476.07   $111,956.34\nYEAR     18       7.42      $1,383,780.35   $115,315.03\nYEAR     19       7.64      $1,425,293.76   $118,774.48\nYEAR     20       7.87      $1,468,052.58   $122,337.71\n\n                                       \n\n \n                                  EXHIBIT \"D\"\n\n                             PERMITTED EXCEPTIONS\n\n                         [To be provided by Landlord]\n\n\n\n \n                            SENECA INDUSTRIAL PARK\n                            ----------------------\n\n                             RULES AND REGULATIONS\n                             ---------------------\n\n     1. Security. The Landlord may from time to time adopt appropriate systems\n        ---------                                                            \nand procedures for the security or safety of the Building, any persons\noccupying, using, or entering the same, or any equipment, furnishings, or\ncontents thereof, and the Tenant shall comply with the Landlord's reasonable\nrequirements relative thereto.\n\n     2. Return of Keys. At the end of the Term, the Tenant shall promptly return\n        ---------------                                                        \nto the Landlord all keys for the Building and Premises which are in the\npossession of the Tenant. In the event any Tenant fails to return keys, Landlord\nmay retain S50.00 of Tenant's security deposit for locksmith work and\nadministration.\n\n     3. Repair, Maintenance, Alterations, and Improvements. The Tenant shall\n        ---------------------------------------------------                \ncarry out Tenant's repair, maintenance, alterations, and improvements in the\nPremises only during times agreed to in advance by the Landlord and in a manner\nwhich will not interfere with the rights of other tenants in the Building.\n\n     4. Water Fixtures. The Tenant shall not use water fixtures for any purpose\n        ---------------                                                       \nfor which they are not intended, nor shall water be wasted by tampering with\nsuch fixtures. Any cost or damage resulting from such misuse by the Tenant shall\nbe paid for by the Tenant.\n\n     5. Personal Use of Premises. The Premises shall not be used or permitted\n        -------------------------                                           \nto be used for residential, lodging, or sleeping purposes or for the storage of\npersonal effects or property not required for business purposes.\n\n     6. Heavy Articles. The Tenant shall not place in or move about the Premises\n        ---------------                                                        \nwithout the Landlord's prior written consent any safe or other heavy article\nwhich in the Landlord's reasonable opinion may damage the Building, and the\nLandlord may designate the location of any such heavy articles in the Premises.\n\n     7. Bicyles, Animals. The Tenant shall not bring any animals or birds into\n        -----------------\nthe Building, and shall not permit bicycles or other vehicles inside or on the\nsidewalks outside the Building except in areas designated from time to time by\nthe Landlord for such purposes.\n\n     8. Deliveries. The Tenant shall ensure that deliveries of supplies,\n        -----------                                                    \nfixtures, equipment, furnishings, wares, and merchandise to the Premises are\nmade through such entrances, elevators, and corridors and at such times as may\nfrom time to time be designated by the Landlord, and shall promptly pay or cause\nto be paid to the Landlord the cost of repairing any damage in the Building\ncaused by any person making improper deliveries.\n\n     9. Solicitations. The Landlord reserves the right to restrict or prohibit\n        --------------\ncanvassing, soliciting, or peddling in the Building.\n\n    10. Food and Beverages. Only persons approved from time to time by the\n        -------------------                                              \nLandlord may prepare, solicit orders for, sell, serve, or distribute foods or\nbeverages in the Building, or use the Common Areas for any such purpose. Except\nwith the Landlord's prior written consent and in accordance with arrangements\napproved by the Landlord, the Tenant shall not permit on the Premises the use of\nequipment for dispensing food or beverages or for the preparation, solicitation\nof orders for, sale, serving, or distribution of food or beverages.\n\n     11. Refuse. The Tenant shall place all refuse in proper receptacles\n         -------                                                       \nprovided by the Tenant at its expense in the Premises or in receptacles (if any)\nprovided by the Landlord for the Building, and shall keep sidewalks and\ndriveways outside the Building, and lobbies, corridors, stairwells, ducts, and\nshafts of the Building, free of all refuse.\n\n                                       \n\n \n     12. Obstructions. The Tenant shall not obstruct or place anything in or\n         ------------                                                     \non the sidewalks or driveways outside the Building or in the lobbies, corridors,\nstairwells, or other Common Areas, or use such locations for any purpose except\naccess to and exit from the Premises without the Landlord's prior written\nconsent. The Landlord may remove at the Tenants expense any such obstruction or\nthing caused or placed by the Tenant (and unauthorized by the Landlord) without\nnotice or obligation to the Tenant.\n\n     13. Proper Conduct. The Tenant shall not conduct itself in any manner which\n         --------------                                                       \nis inconsistent with the character of the Building as a first quality building\nor which will impair the comfort and convenience of other tenants in the\nBuilding.\n\n     14. Employees, Agents and Invitees. In these Rules and Regulations, \n         ------------------------------                                        \n\"Tenant\" includes the employees, agents, invitees and licensees of the Tenant\nand others permitted by the Tenant to use or occupy the Premises.\n\n     15. Parking. If the Landlord designates tenant parking areas for the\n         ------- \nBuilding, the Tenant shall park its vehicles and cause its employees and agents\nto park their vehicles only in such designated parking areas. The Tenant shall\nfurnish the Landlord, upon request, with the current license numbers of all\nvehicles owned or used by the Tenant or its employees or agents and the Tenant\nthereafter shall notify the Landlord of any changes in such numbers within five\n(5) days after the occurrence thereof. In the event of failure of the Tenant or\nits employees or agents to park their vehicles in such designated parking areas,\nthe Tenant shall forthwith on demand pay to the Landlord the sum of Twenty and\nNo\/100 ($20.00) Dollars per day per each car so parked. Landlord may itself or\nthrough any agent designated for such purpose, make, administer, and enforce\nadditional rules and regulations regarding parking by tenants and by their\nemployees or agents, including, without limitation, rules and regulations\npermitting the Landlord or such agent to move any vehicles improperly parked to\nthe designated tenant or employee parking areas. No disabled vehicle shall be\nleft in the parking areas of the Building for more than 24 hours.\n\n                                       \n\n \n                               GUARANTY OF LEASE\n\n     THIS GUARANTY OF LEASE is made as of October 15, 1999, by Mohawk\nIndustries, Inc., a Delaware corporation (the \"Guarantor\") in favor of Seneca\nG&amp;H, L.L.C., a Florida limited liability company (the \"Landlord\").\n\n\n                              W I T N E S S E T H:\n                              - - - - - - - - - -\n\n     WHEREAS, Aladdin Manufacturing Corporation, a Delaware corporation (the\n\"Tenant\"), desires to lease from Landlord the premises more particularly\ndescribed in Exhibit \"A\" attached hereto (the \"Premises\");\n\n     WHEREAS, Guarantor and Tenant have requested Landlord as lessor to enter\ninto a lease agreement with Tenant as lessee dated as of the date hereof (the\n\"Lease\") for the demise of the Premises to Tenant for a term of years more\nparticularly described therein; and\n\n     WHEREAS, Landlord has declined to enter into the Lease unless Guarantor\nunconditionally guarantees the Lease in the manner hereinafter set forth.\n\n     NOW, THEREFORE, to induce Landlord to enter into the Lease, the undersigned\nGuarantor hereby agrees as follows:\n\n     1. Guarantor unconditionally guarantees to Landlord the Tenant's full and\npunctual performance and observance of all terms, covenants and conditions\ncontained in the Lease on Tenant's part to be kept, performed or observed.\nGuarantor waives notice of any breach or default by Tenant. If, at any time,\ndefault shall be made by Tenant in the performance or observance of any of the\nterms, covenants or conditions contained in the Lease on Tenant's part to be\nkept, performed or observed, Guarantor will keep, perform and observe the same,\nas the case may be, in place and stead of Tenant.\n\n     2. Landlord may waive any of the terms or conditions of the Lease, or give\nany consent to any manner or thing relating to the Lease, or grant any\nindulgences or extensions of time to Tenant, all without notice to Guarantor and\nwithout releasing the obligations of Guarantor hereunder.\n\n     3. The obligations of Guarantor hereunder shall not be released or\ndiminished by: (a) Landlord's receipt, application or release of security given\nfor the performance and observance of covenants and conditions contained in the\nLease on Tenant's part to be performed or observed; nor (b) any reletting of the\nPremises or any related action taken by Landlord in accordance with the terms of\nthe Lease; nor (c) any modification or renewal or extension of the Lease or any\nchange in the size or location of the Premises agreed to by Tenant, but in case\nof any such modification or change, the liability of Guarantor shall be deemed\nmodified in accordance with the terms of any such modification of the Lease or\nchange in the Premises.\n\n     4. The liability of Guarantor hereunder shall not be affected in any way\nby: (a) the release or discharge of Tenant in any insolvency, receivership,\nbankruptcy or other proceedings; nor (b) the impairment, limitation or\nmodification of the liability of Tenant or the estate of Tenant in bankruptcy,\nor of any remedy for the enforcement of Tenant's liability under the Lease,\nresulting from the operation of any present or future provision of the United\nStates Bankruptcy Code or other statute or from any decision in any court; nor\n(c) the rejection or disaffirmance of the Lease in any\n\n                                       \n\n \nsuch proceedings; nor (d) the assignment or transfer of the Lease by Tenant; nor\n(e) any subletting of all or any part of the Premises, with or without the\nconsent of Landlord; or (f) any disability or other defense of Tenant; nor (g)\nthe cessation of the liability of Tenant from any cause whatsoever.\n\n     5. No payments or acts of performance by Guarantor under this Guaranty\nshall in any way or at any time entitle Guarantor to any right, claim or cause\nof action against Tenant, or to any right, title or interest in or to Tenant's\nrights under the Lease or any rights of Landlord, and Guarantor hereby waives,\nfor the benefit of Landlord and Tenant, any and all such rights which Guarantor\nmight otherwise have had in the absence of this waiver and which would have\notherwise entitled Guarantor to be a \"creditor\" of Tenant under the provisions\nof the U.S. Bankruptcy Code (Title 11, U.S. Code) or any other bankruptcy or\ninsolvency law.\n\n     6. Guarantor and Landlord hereby voluntarily, knowingly and intentionally\nWAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY in any legal action or proceeding\narising under or in connection with this Guaranty or the Lease or concerning the\nPremises or pertaining to any transaction related to or contemplated in the\nLease, regardless of whether such action or proceeding concerns any contractual\nor tortious or other claim. Guarantor acknowledges that this waiver of jury\ntrial is a material inducement to Landlord in accepting this Guaranty, that\nLandlord would not have accepted this Guaranty without this jury trial waiver,\nand that Guarantor has been represented by an attorney or has had an opportunity\nto consult with an attorney regarding this Guaranty and understands the legal\neffect of this jury trial waiver.\n\n     7. In any action or proceeding brought in connection with the Lease or this\ninstrument: (a) Landlord shall be entitled to recover Landlord's costs and\nexpenses, including reasonable attorney's fees; (b) Guarantor submits to the\njurisdiction of the state and federal courts in the State of Florida; (c) the\nvenue of any such action or proceeding may at Landlord's option be laid in\nMiami-Dade County, Florida or the county in which the Premises are located, and\nGuarantor waives any claim that the same is an inconvenient forum; (d) Guarantor\nagrees that service of process may be made by delivery of the same to Robert\nAdrian, Regional Manager, Mohawk Industries, Inc., 1320 NW 163rd Street, Miami,\nFlorida 33169 (with copy to Mohawk Industries, Inc., 160 South Industrial\nBoulevard, Calhoun Georgia 30701, Attention: Salvatore J. Perillo Tel. 1-800-\n241-4494 Ext. 2660 Fax 1-706-624-2483), or such other agent as Guarantor may\ndesignate from time to time by written notice to Landlord; and (e) Guarantor\nwaives the right to interpose any set-off or non-compulsory counterclaim, or to\nplead laches or any statute of limitation as a defense, or (to the extent the\nsame may be lawfully waived). The foregoing shall not be deemed to limit\nLandlord's right to effect service of process in any other lawful manner or to\nbring any such action or proceeding in any other forum permitted by law.\n\n     8. This instrument is a continuing guaranty and shall apply to the Lease,\nto any extension or renewal thereof and to any holdover term following the\noriginal term or any such extension or renewal.\n\n     9. This instrument may not be changed, modified, discharged or terminated\norally or in any manner other than by an agreement in writing signed by\nGuarantor and Landlord.\n\n    10. This instrument shall be binding upon Guarantor and Guarantor's heirs,\npersonal representatives, successors and assigns, and this instrument shall\ninure to the benefit of Landlord and Landlord's successors and assigns.\n\n                                      -2-\n\n \n     WITNESS the due execution hereof as of the date first written above.\n\nSigned, sealed and delivered in the        GUARANTOR:\npresence of:\n                                           MOHAWK INDUSTRIES, INC., a Delaware\n\/s\/ Misty Young                            corporation\n----------------------- \nPrint Name: Misty Young                    By: \/s\/ Salvatore J. Perillo\n                                              ---------------------------------\n                                           Print Name: Salvatore J. Perillo\n\/s\/ Amy Watson                             Title:  General Counsel\n-----------------------                              \nPrint name: Amy Watson                     [CORPORATE SEAL]\n\nSTATE OF GEORGIA                           )\n                                           )      SS:\nCOUNTY OF GORDON                           )\n\n     The foregoing instrument was acknowledged before me this 18th day of \nOctober, 1999 by Salvatore J. Perillo, as general counsel of Mohawk Industries,\nInc., a Delaware corporation, on behalf of the corporation.\n\n                               \/s\/ Elaine Busbee\n                               ------------------------------------------------\n                               Notary Public, State of Georgia\n\n                                    [NOTARIAL SEAL]\n\nMy commission expires:\nNotary Public, Paulding County, Georgia\nMy Commission Expires Nov. 3, 2001\n\n                                      -3-\n\n \n                          ADDENDUM TO LEASE AGREEMENT\n                          ---------------------------\n\n      THIS ADDENDUM (this \"Addendum\") is made as of the 15th day of October, \n1999, by and between Seneca G&amp;H, L.L.C., a Florida limited liability company,\nhaving an address at 2901 SW 8th Street, Suite 204, Miami, Florida 33135\n(\"Landlord\") and ALADDIN MANUFACTURING - CORPORATION, a Delaware corporation,\nwith its home office located at 160 South Industrial Boulevard, Calhoun, Georgia\n30701 (\"Tenant\").\n\n                                W H E R E A S:\n                                - - - - - - -  \n\n     A. Landlord and Tenant are the parties to that certain Warehouse Lease\ndated of even date herewith (the \"Lease\"), with respect to certain real\nproperty located in Broward County, Florida, more particularly described in the\nLease.\n\n     B. The parties desire to amend the Lease in certain respects as more\nparticularly set forth below.\n\n     NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties hereby agree as follows:\n\n     1. Miscellaneous.\n        -------------\n\n         (a) This Addendum shall be deemed part of, but shall take precedence\nover and supersede any provisions to the contrary contained in the Lease.\n\n         (b) All initial capitalized terms used in this Addendum shall have the\nsame meaning as set forth in the Lease unless otherwise provided.\n\n         (c) Except as specifically modified hereby, all of the provisions of\nthe Lease which are not in conflict with the terms of this Addendum shall remain\nin full force and effect.\n\n     2. Within thirty (30) days following the effective date of this Addendum\n(the first day on which both of the parties hereto have executed this Addendum),\nTenant shall have the right to increase the square footage of the Premises, by\nwritten notice of its General Counsel, up to a maximum of 256,592 square feet of\nGLA on the terms and conditions contained in the Lease, provided that: (i) the\nPremises either (a) represent an expansion within the currently proposed\nBuilding or (b) constitute the entire floor area of a newly designed Building,\n(ii) during said thirty (30) days, Tenant provides Landlord with written notice\nof its exercise of such right containing Tenant's desired square footage for the\nPremises, (iii) the Base Rent, as subjected to increases over the Initial Term\nand any Extension Term(s), is increased to reflect the additional square footage\ndesired by Tenant, (iv) Tenant's Proportionate Share of the Project is increased\nto reflect the additional square footage desired by Tenant and Tenant's\nProportionate share of the Building is increased to reflect the additional\nsquare footage desired by Tenant, (v) the design\/dimensions of any new Building\ndesired by Tenant is\n\n                                      -1-\n\n \nsuch that, in Landlord's sole and absolute discretion, said Building as designed\ncan be feasibly utilized and marketed as a multi-tenant Building upon reversion\nof Tenant's leasehold interest to Landlord, (vi) Tenant executes an addendum to\nthe Lease specifically setting forth the foregoing (i.e. the adjusted square\nfootage of the Premises, the adjusted Base Rent, the adjusted Tenant's\nProportionate Share of the Project, and the adjusted Tenant's Proportionate\nShare of the Building), and (vii) Tenant procures the Guarantor's execution of\nan addendum to the Guaranty, whereby the Guarantor acknowledges and agrees with\nTenant's execution of said Lease addendum.\n\n     IN WITNESS WHEREOF this Addendum has been executed as a sealed instrument\nas of the day and year first above written.\n\n                                       LANDLORD:\n                                       ---------\n\nWitnesses:                             SENECA G&amp;H, L.L.C.,\n                                       a Florida limited liability company\n\n\/s\/ Robert W. Adrian                   By: \/s\/ Charles Roabele, Jr.\n-----------------------------              -----------------------------------\nName: Robert W. Adrian                 Name: Charles Roabele, Jr.\n                                            ----------------------------------\n                                       Title: Member\n                                             ---------------------------------\n\/s\/ William C. Webb III                Date: October 19, 1999\n-----------------------------               ----------------------------------\nName: William C. Webb III                                (SEAL)\n\n\n                                       TENANT:\n                                       -------\n\n                                       ALLADIN MANUFACTURING CORPORATION,\n                                       a Delaware corporation\n\n\/s\/ Misty Young                        By: \/s\/ Salvatore J. Perillo\n-----------------------------              -----------------------------------\nName: Misty Young                      Name: Salvatore J. Perillo\n                                            ----------------------------------\n\/s\/ Amy Watson                         Title: Senior Counsel\n-----------------------------                ---------------------------------\nName: Amy Watson                       Date: October 19, 1999\n                                            ----------------------------------\n                                                     (CORPORATE SEAL)\n\n                                      -2-\n<type>EX-10.14\n<sequence>5\n<description>LEASE BETWEEN ALADDIN MANF. &amp; EX-CELL HOME FASHION\n\n\n \n                                                                   EXHIBIT 10.14\n \n                          EX-CELL HOME FASHIONS, INC.\n\n                                      AND\n\n                       ALADDIN MANUFACTURING CORPORATION\n\n                        -------------------------------\n                                LEASE AGREEMENT\n\n                        -------------------------------\n                         Dated as of December 3, 1999\n\n \n                               Table of Contents\n                               -----------------\n\n\n<table> \n<caption> \n                                                                                 Page\n                                                                                 ----\n<s>                                                                               <c>\nARTICLE I      DEFINITIONS......................................................   1\nARTICLE II     DEMISING CLAUSES AND RENTAL PROVISIONS...........................   3\n Section 2.1.      Demise of Facility...........................................   3\n Section 2.2.      Duration of Lease Term.......................................   3\n Section 2.3.      Rent.........................................................   3\nARTICLE III    MAINTENANCE, USE, MODIFICATIONS, TAXES AND INSURANCE.............   5\n Section 3.1.      Maintenance, Use, and Modifications of Facility by Tenant....   5\n Section 3.2.      Installation of Tenant-Owned Equipment.......................   8\n Section 3.3.      Taxes, Assessments and Utility Charges.......................   9\n Section 3.4.      Insurance Required...........................................  10\n Section 3.5.      Additional Provisions Respecting Insurance...................  10\n Section 3.6.      Right of Landlord to Pay Insurance Premiums and Other Charges  13\nARTICLE IV     DAMAGE, DESTRUCTION AND CONDEMNATION.............................  13\n Section 4.1.      Damage or Destruction........................................  13\n Section 4.2.      Condemnation.................................................  15\nARTICLE V      SPECIAL COVENANTS................................................  17\n Section 5.1.      No Warranty of Condition or Suitability Landlord.............  17\n Section 5.2.      Hold Harmless Provisions.....................................  18\n Section 5.3.      Landlord's Repairs...........................................  18\n Section 5.4.      Responsibility for the Sprinkler System......................  19\n Section 5.5.      Right to Inspect the Facility and the Equipment..............  19\n Section 5.6.      Good Standing in the State...................................  19\n Section 5.7.      Agreement to Provide Information.............................  19\n Section 5.8.      Books of Record and Account; Financial Statements............  19\n Section 5.9.      Compliance with orders.......................................  20\n Section 5.10.     Discharge of Liens and Encumbrances..........................  20\n<\/c><\/s><\/caption><\/table> \n\n                                       i\n\n \n                               Table of Contents\n                               -----------------\n                                  (continued)\n\n<table> \n<caption> \n                                                                                Page\n                                                                                ----\n<s>                                                                               <c>\nARTICLE VI     ASSIGNMENT AND SUBLEASING; MORTGAGE  AND PLEDGE OF INTEREST......  21\n Section 6.1.      Assignment and Subleasing....................................  21\nARTICLE VII    EVENTS OF DEFAULT AND REMEDIES...................................  22\n Section 7.1.      Events of Default Defined....................................  22\n Section 7.2.      Remedies on Default..........................................  24\n Section 7.3.      Remedies Cumulative..........................................  25\n Section 7.4.      Agreement to Pay Attorneys' Fees and Expenses................  26\nARTICLE VIII   RENEWAL OPTION...................................................  26\n Section 8.1.      Tenant's Renewal Option......................................  26\nARTICLE IX     PURCHASE OPTION..................................................  27\n Section 9.1.      Facility Purchase Option.....................................  27\nARTICLE X      RIGHT OF FIRST REFUSAL...........................................  30\n Section 10.1.     Right of First Refusal.......................................  30\nARTICLE XI     MISCELLANEOUS....................................................  32\n Section 11.1.     Surrender of Facility........................................  32\n Section 11.2.     Notices......................................................  32\n Section 11.3.     Binding Effect...............................................  33\n Section 11.4.     Severability.................................................  33\n Section 11.5.     Amendments, Changes and Modifications........................  33\n Section 11.6.     Execution of Counterparts....................................  33\n Section 11.7.     Applicable Law...............................................  33\n Section 11.8.     Table of Contents and Section Headings Not Controlling.......  33\n Section 11.9.     Estoppel Certificate.........................................  33\n Section 11.10.    Quiet Enjoyment..............................................  34\n Section 11.11.    Security Deposit.............................................  34\n Section 11.12.    No Additional Waiver Implied By One Waiver...................  35\n Section 11.13.    Brokerage Agreement..........................................  35\n<\/c><\/s><\/caption><\/table>\n\n                                      ii\n\n \n          THIS LEASE AGREEMENT, dated as of December 3, 1999, by and between EX-\nCELL HOME FASHIONS, INC., a corporation organized and existing under the laws of\nNew York with an address at 295 Fifth Avenue, New York, New York  10016\n(\"Landlord\"), and ALADDIN MANUFACTURING CORPORATION, a corporation organized and\nexisting under the laws of Delaware with an address at 3090 Sugar Valley Road,\nNW, Sugar Valley, GA  30746 (\"Tenant\"),\n\n                              W I T N E S S E T H\n                              -------------------\n\n          WHEREAS, Landlord desires to lease the real property described on\nExhibit A hereto, the existing building and other improvements thereon and the\nEquipment (as hereinafter defined), and Tenant desires to hire such real\nproperty, existing building and other improvements thereon and Equipment from\nLandlord, upon the terms and conditions set forth in this Lease Agreement;\n\n          NOW THEREFORE, in consideration of the premises and the mutual\ncovenants and agreements of the parties hereto herein contained, the parties\nhereto hereby covenant and agree as follows:\n\n                                   ARTICLE I\n                                  DEFINITIONS\n\n          The following words and terms as used in this Lease Agreement shall\nhave the following meanings:\n\n          \"Landlord\" means Ex-Cell Home Fashions, Inc., a corporation duly\n          ----------                                                      \norganized and existing under the laws of New York.\n\n          \"Landlord's Plant\" means Landlord's existing plant located on the Land\n          ------------------                                                    \nlocated in Bentonville, Arkansas.\n\n                                       1\n\n \n          \"Condemnation\" means the taking of title to, or the use of, property\n          --------------                                                      \nunder the exercise of the power of eminent domain by any governmental entity or\nother Person acting under governmental authority.\n\n          \"Equipment\" means all machinery, equipment and other personal property\n          -----------                                                           \nlocated at the Facility, except the computer equipment, checking stations, and\nall equipment in the office areas.\n\n          \"Facility\" means the Land together with the Landlord's Plant\n          ----------                                                  \n(consisting of approximately 134,067 square feet), less the Storage Area.\n\n          \"Land\" means the interest in real estate leased pursuant to this Lease\n          ------                                                                \nAgreement as more particularly described on Exhibit A attached hereto.\n\n          \"Lease Term\" means the duration of the leasehold estate created by\n          ------------                                                      \nthis Lease Agreement as specified in Section 2.2 hereof.\n\n          \"Storage Area\" means that area of the Plant identified on Exhibit B\n          --------------                                                     \nattached hereto and consisting of approximately 3,600 square feet.\n\n          \"Permitted Encumbrances\" means (i) this Lease Agreement, (ii) utility,\n          ------------------------                                              \naccess and other easements and rights of way, restrictions and exceptions that\ndo not materially impair the utility or the value of the property affected\nthereby for the purposes for which it is intended, (iii) mechanics',\nmaterialmen's, warehousemen's, carriers' and other similar liens to the extent\npermitted by this Lease Agreement hereof and (iv) liens for taxes at the time\nnot delinquent.\n\n          \"Person\" means an individual, partnership, corporation, trust or\n          --------                                                        \nunincorporated organization, and a government or agency or political subdivision\nthereof.\n          \"Structural Repairs\" means any repair that involves the substantial\n          --------------------                                               \nrepair, renovation or restoration of a structural component of the Facility.\n\n                                       2\n\n \n          \"Tenant\" means Aladdin Manufacturing Corporation, a corporation duly\n          --------                                                            \norganized under the laws of Delaware.\n\n                                  ARTICLE II\n                     DEMISING CLAUSES AND RENTAL PROVISIONS\n\n     Section 2.1.   Demise of Facility.  Landlord hereby demises and leases the\n                    ------------------                                         \nFacility and the Equipment to Tenant and Tenant hereby hires and leases the\nFacility and the Equipment from Landlord upon the terms and conditions of this\nLease Agreement.\n\n     Section 2.2.   Duration of Lease Term.  The Lease Term shall commence on\n                    ----------------------                                   \nDecember 3, 1999 (the \"Term Commencement Date\"), and end on December 31, 2002\n(the \"Expiration Date\"), unless sooner terminated in accordance with the\nprovisions hereof.\n\n     Section 2.3.   Rent.  (a)  Tenant shall pay to Landlord rent during the\n                    -----\nLease Term at the rate of (i) Eighteen Cents per square foot per month or Two\nHundred Eighty-One Thousand Eight Hundred and Eight Dollars and 72\/100\n($281,808.72) per annum, payable in equal monthly installments of Twenty-Three\nThousand Four Hundred Eighty-Four Dollars and 06\/100 ($23,484.06) for the\nFacility (the \"Fixed Rent\"), and (ii) Thirty-six Thousand Dollars ($36,000.00)\nper annum, payable in equal monthly installments of Three Thousand Dollars\n($3000.00) (the \"Equipment Rent\").  Both Fixed Rent and Equipment Rent are\npayable in advance on the first day of each month during such period.\n\n          (b)  It is the intention of the parties that this is a gross lease,\nwithout responsibility or cost to Tenant, except as expressly set out in this\nLease Agreement.\n\n          (c)  Tenant agrees to make the payments of Fixed Rent and Equipment\nRent, without any further notice, in lawful money of the United States of\nAmerica as, at the time of payment, shall be legal tender for the payment of\npublic and private debts.  In the event Tenant shall fail to timely make any\npayment required in this Section 2.3, Tenant shall pay the same\n\n                                       3\n\n \ntogether with interest thereon at the rate equal to the then higher of (i)\nfifteen per centum (15%) or (ii) the prime rate as published in The Wall Street\nJournal on the date such payments were due plus eight and one-half per centum\n(8.5%) per annum, in either case as calculated from the date on which such\npayment was due until the date on which such payment is made.\n\n(c)  In the event Tenant exercises its option for the Extended Term under\nArticle 8 of this Lease Agreement, Landlord shall have the right to increase the\nbase rent for the Extended Term in direct proportion to the three year aggregate\nof the annual percentage increase in the level of the Consumer Price Index, All\nItems, U.S. City Average, All Urban Consumers (1982-1984=100), published by the\nBureau of Labor Statistics, U.S. Department of Labor (the \"B.L.S. Index\"), as\npublished during the preceding three years.\n\n          It is understood that the B.L.S. Index is now being published monthly\nby the Bureau of Labor Statistics of the U.S. Department of Labor.  Should said\nBureau of Labor Statistics change the manner of computing the B.L.S. Index, the\nBureau shall be requested to furnish a conversion factor designed to adjust the\nB.L.S. Index to the one previously in use, and adjustment to the new Index shall\nbe made on the basis of such conversion factor.  Should the publication of a\nB.L.S. Index be discontinued by said Bureau of Labor Statistics, then such other\nindex as may be published by such Bureau most nearly approaching said\ndiscontinued B.L.S. Index shall be used in making the adjustments herein\nprovided.  Should said Bureau discontinue the publication of any index\napproximating the B.L.S. Index, then such index as may be published by another\nUnited States Governmental Agency as most nearly approximates the B.L.S. Index\nshall govern and be substituted as the index to be used, subject to the\napplication of an appropriate conversion factor to be furnished by the\nGovernmental Agency publishing the adopted index.  If such Governmental Agency\nwill not furnish such conversion factor, then the \n\n                                       4\n\n \nparties shall agree upon a conversion factor, or a new index, and in the event\nan agreement cannot be reached as to such conversion factor or such new index,\nthen the selection of a new index approximating as nearly as can be the B.L.S.\nIndex shall be determined by arbitration in accordance with the Rules of the\nAmerican Arbitration Association and the index selected in such arbitration\nshall be binding upon the parties hereto.\n\n                                  ARTICLE III\n             MAINTENANCE, USE, MODIFICATIONS, TAXES AND INSURANCE\n\n     Section 3.1.   Maintenance, Use, and Modifications of Facility by Tenant.  \n                    ---------------------------------------------------------\n(a) Tenant agrees that during the Lease Term it will at its own expense (i) \nkeep the Facility and the Equipment in a safe condition; (ii) make all necessary\nnonstructural repairs and replacements to the Facility and the Equipment\n(whether ordinary or extraordinary, foreseen or unforeseen), which repairs and\nreplacements shall be of a quality or class equal to the original work or\nconstruction; and (iii) make all Structural Repairs necessitated by or arising\nout of any act, failure to act or negligence of Tenant.  Tenant shall use and\noperate the Facility and the Equipment for the manufacturing, assembling,\nwarehousing and wholesale distribution of pillow filling and other pillow\nfilling products and for other uses reasonably related to the business of\nassembling, warehousing and the wholesale distribution of pillow filling and for\nno other purpose, unless Landlord consents in writing to other uses.  If\nLandlord consents to a different use, and such use is lawful, Tenant shall be\nresponsible for any additional costs associated with such different use,\nincluding, but not limited to insurance costs.  Landlord shall deliver the\nFacility to Tenant clean and free of debris on the Term Commencement Date and\nwarrants to Tenant that all aspects of the building to be maintained and\nrepaired by Tenant shall be in good operating condition and repair as of the\nTerm Commencement Date.\n\n                                       5\n\n \n          (b)  In the event that Tenant shall at any time during the term of\nthis Lease receive a notice, order, or violation to the effect that Tenant's use\nand operation of the Facility for the manufacturing, assembling, warehousing and\nwholesale distribution of pillow filling and other pillow filling products is\nnot permitted in the Facility under the provisions of the zoning code of the\nTown of Bentonville as existing as of the date of this Lease Agreement (the\n\"Zoning Code\"), then Tenant shall promptly give notice thereof to Landlord.\nFollowing receipt of such notice from Tenant, Landlord shall have a period of\n180 days in order to obtain a variance, special exception, or otherwise cure or\ndismiss the notice, violation or order.  During such 180 day period Landlord\nagrees to use good faith efforts to cure or remove such notice, violation or\norder and Tenant agrees to cooperate with Landlord (by joining in applications,\nsupplying information, attending hearings and otherwise as may be necessary).  \nIf Landlord does not notify Tenant within such 180 day period that Landlord has\ncured or removed, or has arranged to cure or remove, such notice, violation or\norder, then Tenant shall have a right to terminate this Lease by notice to\nLandlord within 10 days following the end of such 180 day period, which notice\nshall specify a date for such termination which shall be not less than 30 days\nfollowing the date of Tenant's notice.  In such event, the date set forth in\nTenant's notice shall be substituted for the Expiration Date provided for herein\nand the Tenant shall vacate and surrender the Facility on such Expiration Date\nin accordance with the terms of this Lease Agreement.  Notwithstanding the\nforegoing, Tenant shall not have the right to terminate this Lease Agreement\npursuant to this paragraph if the notice, order or violation arises as a result\nof Tenant's breach or violation of any law, rule or regulation other than the\nZoning Code.  Provided that Landlord has complied with its obligations pursuant\nto this paragraph, Tenant's right to terminate this Lease Agreement pursuant to\nthis paragraph because Tenant's use and operation of the Facility for the\npurposes provided for \n\n                                       6\n\n \nin this paragraph is not permitted by the Zoning Code shall be Tenant's sole\nremedy and Tenant hereby waives, and releases Landlord with respect to, any and\nall other claims for damages, equitable relief or otherwise.\n\n          (c)  Any structural additions, modifications or improvements to the\nFacility or any part thereof made by Tenant must be in accordance with plans and\nspecifications approved in writing in advance by Landlord, which consent shall\nnot be unreasonably withheld or delayed.  Tenant shall pay to Landlord as\nadditional rent within 20 days after demand therefor: (i) Landlord's reasonable\nexpenses incurred as a result of having the plans, specifications, work-in-\nprogress and as-built plans reviewed by an architect or engineer and (ii)\nreasonable attorneys' fees and expenses arising in connection with any such\nstructural additions, modifications or improvements to the Facility.  All such\nstructural additions, modifications or improvements so made by Tenant shall\nbecome a part of the Facility and shall remain upon and be surrendered with the\nFacility at the end of the Lease Term.\n\n          (d)  Tenant shall use the Equipment in a careful and proper manner and\nshall comply with and conform to all national, state, municipal, police and\nother laws, ordinances and regulations in anywise relating to the possession,\nuse or maintenance of the equipment.  If at any time during the term hereof\nLandlord supplies Tenant with labels, plates or other markings stating that the\nequipment is owned by Landlord, Tenant shall affix and keep the same upon a\nprominent place on the equipment.\n\n          (e)  If Tenant fails after ten days notice to proceed with due\ndiligence to make repairs or replacements which Tenant is required to make\nhereunder, the same may be made by Landlord at the expense of Tenant, and the\nexpenses thereof incurred by Landlord shall be \n\n                                       7\n\n \ncollectible as Additional Rent and payable by Tenant within 20 days following\nrendition of a bill or statement therefor.\n\n          (f)  All repairs and replacements shall be done in a good and\nworkmanlike manner and shall at all times comply with laws, rules, ordinances,\norders, codes and regulations of governmental, quasi-governmental and regulatory\nauthorities, and all requirements of insurance carriers issuing policies\ncovering the Facility and the Equipment and the Board of Fire Underwriters.\n\n          (g)  Tenant agrees that it will not, either directly or indirectly,\nuse any contractors and\/or labor and\/or materials if the use of such contractors\nand\/or labor and\/or materials would or will create any difficulty with other\ncontractors and\/or labor engaged by Tenant or Landlord or others in the\nmaintenance and\/or operation of any part of the Facility or the Equipment.\nTenant shall, before making any repairs or replacements, at its sole cost and\nexpense, obtain all permits, approvals and certificates required by any\ngovernmental or quasi-governmental bodies and (upon completion) certificates of\nfinal approval and shall deliver promptly duplicates of all such permits,\napprovals and certificates to Landlord, and Tenant agrees to carry, and will\ncause Tenant's contractors and sub-contractors to carry such workers'\ncompensation, builder's risk, general liability, personal and property damage\ninsurance as Landlord may reasonably require.\n\n     Section 3.2. Installation of Tenant-Owned Equipment.  Tenant from time to\n                  --------------------------------------                      \ntime may install its own machinery, equipment or other personal property in the\nFacility (which may be attached or affixed to the Facility), and such machinery,\nequipment or other personal property shall not become, or be deemed to become, a\npart of the Facility. Tenant from time to time may remove or permit the removal\nof such machinery, equipment and other personal property from \n\n                                       8\n\n \nthe Facility, provided that any such removal of such machinery, equipment or\nother personal property shall not adversely affect the structural integrity of\nthe Facility or impair the overall operating efficiency of the Facility and\nprovided further that if any damage is occasioned to the Facility by such\nremoval, Tenant agrees to promptly repair such damage at its own expense.\n\n     Section 3.3. Taxes, Assessments and Utility Charges.  Tenant agrees to pay,\n                  --------------------------------------                        \n(i) all taxes and governmental charges of any kind whatsoever which may at any\ntime be assessed or levied against or with- respect to the Facility and any\nmachinery, equipment or other property installed or brought by Landlord or\nTenant therein or thereon and the employees of Tenant or Landlord located at or\nassigned to the Facility, including without limiting the generality of the\nforegoing any sales or use taxes and any taxes levied upon or with respect to\nthe income or revenues of Tenant from the Facility, (ii) all utility and other\ncharges, including, without limitation, \"service charges\", incurred or imposed\nfor the operation, maintenance, use, occupancy, upkeep and improvement of the\nFacility, and (iii) all assessments and charges of any kind whatsoever made by\nany governmental body for public improvements.\n\n          Taxes and governmental charges shall be deemed to exclude any payments\nin lieu of, addition to, or in partial or complete substitution for real estate\nrelated taxes, including, without limitation, (i) taxes, assessments, levies,\nimpositions or charges (special or otherwise) wholly or partially as a capital\nlevy or otherwise on the rents received from the Facility, (ii) taxes,\nassessments, levies, impositions, or charges (special or otherwise) measured by,\nor based in whole or in part upon the Facility and imposed upon the Landlord,\n(iii) license fees measured by the rent payable by the tenants in the Facility\nto the Landlord, and (iv) such other additional or substitute taxes,\nassessments, levies, impositions, or charges (special or otherwise).\n\n                                       9\n\n \n     Section 3.4. Insurance Required.  At all times throughout the Lease Term,\n                  ------------------                                          \nTenant shall maintain insurance, except general facility insurance, against such\nrisks and for such amounts as are customarily insured against by businesses\noperating facilities of like size and type as the Facility in the manner and for\nthe purposes for which the Facility will be operated by Tenant under this Lease\nAgreement, paying, as the same become due and payable, all premiums in respect\nthereto, including, but not necessarily limited to:\n\n          (a)  business interruption insurance or rent insurance, sufficient to\ncover unabated rent payments in the event of a casualty.\n\n          (b)  worker's compensation insurance, disability benefits insurance,\nand each other form of insurance which Landlord or Tenant is required by law to\nprovide, covering loss resulting from injury, sickness, disability or death of\nemployees of Landlord or Tenant who are located at or assigned to the Facility;\nand\n\n          (c)  insurance protecting Landlord and Tenant against loss or losses\nfrom liabilities imposed by law or assumed in any written contract and arising\nfrom personal injury and death or damage to the property of others caused by any\naccident or occurrence with limits of not less than $5,000,000 per accident or\noccurrence on account of personal injury, including death resulting therefrom\nand damage to the property of others.\n\n          (d)  Tenant shall keep the Equipment insured against all risks of loss\nor damage from every cause whatsoever for not less than the full replacement\nvalue thereof as determined by Landlord and shall carry public liability and\nproperty damage insurance covering the Equipment.\n\n     Section 3.5. Additional Provisions Respecting Insurance.  (a)  All \n                  ------------------------------------------\ninsurance required by this Article shall be procured and maintained with\nresponsible insurance companies which are (i)\n\n                                       10\n\n \nfinancially-sound and generally-recognized and with a Best's rating of A or\nbetter, (ii) approved by Landlord and (iii) authorized to write such insurance\nin the State of Arkansas.  The insurance coverage shall be of a type and scope\nand in the amounts as shall be acceptable to Landlord.  Such insurance may not \nbe written with deductible amounts in excess of such deductible amounts as \nLandlord may have agreed to in advance. All policies evidencing such insurance\nshall provide for payment of losses to Landlord and Tenant, as their respective\ninterests may appear.\n\n          (b)  All policies of insurance required by this Article, or a\ncertificate or certificates of the insurers that such insurance is in force and\neffect, or other evidence of such insurance satisfactory to Landlord, shall be\ndeposited with Landlord prior to Tenant's taking possession of the Facility and\nthe Equipment.  Tenant shall deliver to Landlord on or before the first day of\neach calendar year thereafter certificates dated not earlier than the\nimmediately preceding November 1 reciting that there is in full force and effect\nwith a term covering at least the next succeeding calendar year, insurance in\nthe amounts and of the types required by this Article.  Prior to expiration of\nany such policy, Tenant shall furnish Landlord satisfactory evidence that the\npolicy has been renewed or replaced.\n\n          (c)  All policies of insurance procured by Tenant shall contain\nendorsements providing that (i) such policies may not be materially changed,\namended, reduced, cancelled (including for nonpayment of premium) or allowed to\nlapse with respect to the Landlord except after 60 days' prior notice from the\ninsurance company to each, sent by registered or certified mail, return receipt\nrequested to the addresses and in the manner then provided in this Lease\nAgreement for notices; and (ii) Tenant shall be solely responsible for the\npayment of all premiums under such policies and the Landlord shall have no\nobligation for the payment thereof notwithstanding that the Landlord is or may\nbe named as an insured.  Any endorsements to any\n\n                                       11\n\n \nsuch policies shall be so deposited with the Landlord upon issuance thereof and\neach renewal or replacement of a policy shall be so deposited with the Landlord\nat least 20 days prior to the expiration of such policy.\n\n          (d)  Tenant shall not take out separate insurance concurrent in form\nor contributing in the event of loss with that required (or which may reasonably\nbe required) pursuant to this Section to be furnished by Tenant unless Landlord\nare included therein as an insured, with all losses payable thereunder as\nprovided in this Section.  Tenant shall immediately notify the Landlord of the\ntaking out of any such separate insurance and shall deliver the policy or\npolicies as herein provided.\n\n          (e)  Tenant shall use its best efforts to include in each of its\ninsurance policies (and, with respect to any equipment in the Facility leased by\nTenant, in the insurance policies covering such equipment carried by Tenant or\nthe lessors of such equipment) covering loss, damage or destruction by fire or\nother insured casualty, a waiver of the insurer's right of subrogation against\nthe Landlord, or if such waiver should be unobtainable or unenforceable (i) an\nexpress agreement that such policy shall not be invalidated if the insured\nwaives or has waived before the casualty the right of recovery against any party\nresponsible for a casualty covered by the policy, or (ii) any other form of\npermission for the release of the Landlord.\n\n          (f)  Tenant agrees to permit any representatives of insurance\ncompanies insuring the Facility or insuring any items required by this Lease\nAgreement to inspect the Facility pursuant to Section 5.5 of this Lease\nAgreement.  Tenant further agrees to comply with any and all recommendations\nmade by such representatives in connection with inspections of the Facility.\n\n                                       12\n\n \n     Section 3.6. Right of Landlord to Pay Insurance Premiums and Other Charges.\n                  ------------------------------------------------------------- \nIf Tenant fails (i) to maintain any insurance required to be maintained by this\nArticle or (ii) to make any other payment required to be made by it under this\nLease Agreement, Landlord may pay such premium for such insurance, or make such\nother payment. No such payment by Landlord shall affect or impair any rights of\nLandlord hereunder arising in consequence of such failure by Tenant. Tenant\nshall reimburse the Landlord for any amount so paid by Landlord pursuant to this\nSection, together with interest thereon at the rate provided for in Section\n2.3(c).\n\n                                  ARTICLE IV\n                     DAMAGE, DESTRUCTION AND CONDEMNATION\n\n     Section 4.1. Damage or Destruction.  (a)  If the Facility shall be damaged\n                  ---------------------\nor destroyed (in whole or in part) at any time during the Lease Term:\n\n          (i)   Landlord shall have no obligation to Tenant to replace, repair\n     of restore the Facility, except if caused by Landlord's willful misconduct;\n\n          (ii)  there shall be no abatement or reduction in the Fixed Rent or\n     Equipment Rent, except if caused by Landlord's willful misconduct;\n\n          (iii) Tenant shall promptly give written notice of such damage or\n     destruction to Landlord, and\n\n          (iv)  Tenant shall promptly replace, repair, rebuild or restore the\n     Facility to substantially the same condition and value as an operating\n     entity as existed prior to such damage or destruction, in accordance with\n     plans and specifications approved in writing in advance by Landlord;\n     provided, however, that if by reason of the extent of such damage or\n     --------  -------\n     destruction the provisions of section 4.1(b) hereof are applicable, Tenant\n     shall not commence such replacement, repair, rebuilding or restoration\n     until (i) Landlord notifies Tenant that Landlord does not intend to give\n\n                                       13\n\n \n     to Tenant the notice of termination provided for under Section 4.1(b)\n     hereof or (ii) the time for the Landlord to give the notice of termination\n     provided for in Section 4.1(b) lapses.  Landlord will make available to\n     Tenant so much of the net proceeds of the insurance maintained under\n     Article III hereof as is necessary to pay the costs of such replacement,\n     repair, rebuilding or restoration of the Facility, such proceeds to be made\n     available only after actual receipt thereof by Landlord and as the work\n     progresses, subject, however, to customary retainages and submission to\n                 -------  -------\n     Landlord of customary documentation to establish the percentage of\n     completion and the absence of liens.\n\n          (v)    In the event the net proceeds of such insurance are not\n     sufficient to pay in full the costs of such replacement, repair, rebuilding\n     or restoration, Tenant shall nonetheless complete the work thereof and pay\n     from its own moneys that portion of the costs thereof in excess of such\n     insurance proceeds.\n\n          (vi)   All such replacements, repairs, rebuilding or restoration made\n     pursuant to this Section 4.1, whether or not requiring the expenditure of\n     Tenant's own money, shall automatically become a part of the Facility and\n     be subject to this Lease Agreement as if the same were specifically\n     described herein.\n\n          (vii)  Any balance of such insurance proceeds remaining after payment\n     of all the costs of such replacement, repair, rebuilding or restoration\n     returned to Landlord.\n\n          (viii) Tenant shall be entitled to the proceeds of any insurance or\n     portion thereof made for damage to any property which, at the time of such\n     damage, is not part of the Facility and is owned by Tenant.\n\n                                       14\n\n \n          (b)  Notwithstanding the provisions of Section 4.1(a) above, if more\nthan 30% of the monetary value of the Facility (exclusive of excavations and\nfoundations) as reasonably determined by Landlord shall be damaged or destroyed\nand in Landlord's judgment it is not practicable or desirable to replace,\nrepair, rebuild or restore the Facility, Landlord shall have the right to\nterminate this Lease Agreement and the leasehold estate created hereby by notice\nin writing given to Tenant within 30 days after the date of such damage or\ndestruction, in which case (i) this Lease Agreement and the leasehold estate\ncreated hereby shall terminate as of the date such notice is given; (ii) all\nFixed Rent, additional rent, and other rents, taxes and charges hereunder shall\nbe prorated and paid to the date of such termination; and (iii) all of the\nproceeds of insurance with respect to such damage or destruction shall be paid\nto Landlord and Tenant shall have no claim thereto.\n\n          (c)  Tenant hereby assumes and shall bear the entire risk of loss and\ndamage to the Equipment from any and every cause whatsoever. No loss or damage\nto the equipment or any part thereof shall impair any obligation of lessee under\nthis Lease Agreement which shall continue in full force and effect, except if\ncaused by Landlord's willful misconduct.\n     \n     Section 4.2. Condemnation.  (a)  If at any time during the Lease Term any\n                  -------------                                               \npart of title to, or the use of, the Land shall be taken by Condemnation but\nsuch taking shall not (i) include the Plant or (ii) materially interfere with\nthe Tenant's use or operation of the Plant, then:\n\n                  (i)  Landlord shall have no obligation to Tenant to restore or\n          replace the Facility;\n\n                  (ii) there shall be no abatement or reduction in the Fixed\n          Rent or Equipment Rent;\n\n                  (iii)  The entire proceeds of any award in Condemnation,\n          whether the Condemnation be of the whole or any part of the Facility,\n          shall belong solely to Landlord and Tenant hereby assigns all of its\n          rights in and to such award to \n\n                                       15\n\n \n          Landlord. Landlord will make available to Tenant so much of the net\n          proceeds of such award as is necessary to pay the costs of such\n          restoration as may be necessary for the continued use and operation of\n          the Plant, such proceeds to be made available only after actual\n          receipt thereof by Landlord and as such restoration progresses,\n          subject, however, to customary retainages and submission to Landlord\n          -------  -------\n          of customary documentation to establish the percentage of completion\n          and the absence of liens. Restoration of the Facility shall be in\n          accordance with plans and specifications approved in writing by\n          Landlord and on such other terms as shall be approved in writing by\n          Landlord.\n\n               (iv) The restorations to the Facility shall automatically become\n          part of the Facility and be subject to this Lease Agreement as if the\n          same were specifically described herein.\n\n               (v)  Any balance of the proceeds of any Condemnation award\n          remaining after payment of all costs of such restoration shall be paid\n          to Landlord.\n\n          (b)  Notwithstanding the provisions of Section 4.2(a) above, if at any\ntime during the Lease Term a part of the Plant or the Land beneath the Plant\nshall be taken by Condemnation and as a result of such taking by Condemnation,\npart of the Plant is no longer useable by Tenant, then, effective as of the date\nof vesting of title, the Fixed Rent shall be abated in an amount apportioned\naccording to the area of the Facility so condemned or taken. If at any time\nduring the Lease Term a part of the Plant or the Land beneath the Plant shall be\ntaken by Condemnation and as a result of such taking by Condemnation Tenant's\nuse or operation of the Plant is materially impaired, then, effective as of the\ndate of vesting of title (i) this Lease Agreement and the leasehold estate\ncreated hereby shall terminate, (ii) all Fixed Rent, additional \n\n                                       16\n\n \nrent and other rents, and charges herewith shall be prorated and paid to the\ndate of termination, and (iii) Landlord shall retain the full amount of any\nCondemnation award and Tenant shall have no claim thereto.\n\n          (c)  In the event the entire Facility shall be taken by Condemnation,\nthen, effective as of the date of vesting of title (i) this Lease Agreement and\nthe leasehold estate created hereby shall terminate, (ii) all Fixed Rent,\nadditional rent and other rents, and charges herewith shall be prorated and paid\nto the date of termination, and (iii) Landlord shall retain the full amount of\nany Condemnation award and Tenant shall have no claim thereto.\n\n          (d)  Notwithstanding the provisions of Section 4.2(a) above, if more\nthan 30% of the monetary value of the Facility (exclusive of excavations and\nfoundations) shall be taken by Condemnation and in Landlord's reasonable\njudgment it is not practicable or desirable to restore the Facility, Landlord\nshall have the right to terminate this Lease Agreement and the leasehold estate\ncreated hereby by notice in writing given to Tenant at least 90 days (or such\nlesser time as may have been made available by such condemning authorities)\nprior to the date possession of the Facility or the part thereof taken by\nCondemnation is surrendered to the condemning authorities, in which case (i)\nthis Lease Agreement and the leasehold estate created hereby shall terminate as\nof the date such possession is surrendered to the' condemning authorities; (ii)\nall rents and other charges shall be prorated and paid to such date of\ntermination; and (iii) the entire Condemnation award shall be paid to Landlord\nand Tenant shall have no claim thereto.\n\n                                   ARTICLE V\n                               SPECIAL COVENANTS\n\n     Section 5.1. No Warranty of Condition or Suitability Landlord.  Landlord\n                  ------------------------------------------------           \nmakes no warranty, either express or implied, as to the condition, title,\ndesign, operation, merchantability \n\n                                       17\n\n \nor fitness of the Facility or the Equipment or that they are or will be suitable\nfor Tenant's purposes or needs.\n\n     Section 5.2. Hold Harmless Provisions.  Tenant hereby releases Landlord\n                  ------------------------\nfrom, agrees that Landlord shall not be liable for, and agrees to indemnify and\nhold Landlord harmless from and against, any and all (i) liability for loss or\ndamage to property or injury to or death of any and all persons that may be\noccasioned by any cause whatsoever pertaining to the Facility or the Equipment\nor arising by reason of or in connection with the occupation or the, use thereof\nor the presence on, in or about the Facility or the Equipment, except if caused\nby Landlord's willful misconduct, and (ii) liability arising from or expense\nrelating to the construction, renovation, equipping, owning and leasing of the\nFacility, and all causes of action and attorneys' fees and any other expenses\nincurred in defending any suits or actions which may arise as a result of any of\nthe foregoing, provided that any such losses, damages, liabilities or expenses\nof Landlord are not incurred or do not result from the willful wrongdoing of\nLandlord. Nothing contained herein shall inure to the benefit of any insurance\ncompany or insurer by way of subrogation or otherwise.\n\n     Section 5.3. Landlord's Repairs.  (a)  Landlord agrees that, during the\n                  ------------------\nLease Term, it will make all necessary Structural Repairs to the Facility;\nprovided, however, that Tenant shall be responsible for those Structural Repairs\n--------  -------\ncaused by or arising out of any act, failure to act or negligence of Tenant.\n\n          (b)  Landlord shall be responsible for the repairs necessary to\nmaintain: (i) the leak-free condition of the roof of the Plant for the Lease\nTerm; provided, however, that Tenant shall be responsible for those repairs\n      --------  -------                                                    \ncaused by or arising out of any act, failure to act or negligence of Tenant.\n\n                                       18\n\n \n     Section 5.4. Responsibility for the Sprinkler System.  Tenant agrees that\n                  ---------------------------------------                     \nduring the Lease Term it will at its own expense make all necessary repairs and\nreplacements to the sprinkler system (the \"Sprinkler System\"), in a timely\nmanner, and Tenant will provide Landlord with notice of such repairs and\nreplacements.  Tenant further agrees that it will, throughout the Lease Term,\ncomply with all statutes, rules, regulations, permits, licenses, and\nrequirements of all federal, state, county, municipal and other governments,\nwhich now or at any time hereafter may be applicable to the Sprinkler System.\n\n     Section 5.5. Right to Inspect the Facility and the Equipment.  Landlord and\n                  -----------------------------------------------               \nits respective duly authorized agents, including, but not limited to insurers,\nshall have the right at all reasonable times to inspect the Facility.\n\n     Section 5.6. Good Standing in the State.  Throughout the Lease Term, Tenant\n                  --------------------------                                    \nshall continue to maintain its corporate existence and be in good standing in\nthe State of Arkansas.\n\n     Section 5.7. Agreement to Provide Information.  Tenant agrees, on each\n                  --------------------------------                         \nanniversary of the Lease Commencement Date and whenever requested by Landlord,\nto provide and certify or cause to be provided and certified financial\nstatements and such additional information concerning Tenant, its finances, its\nbanking relationships and other topics as Landlord from time to time reasonably\nconsiders necessary or appropriate, including, without limitation, such\ninformation as reasonably may be necessary to enable them or either of them to\nmake any reports required by law or governmental regulation. Tenant shall advise\nLandlord of any change in Tenant's principal banking relationships.\n\n     Section 5.8. Books of Record and Account; Financial Statements.  Tenant\n                  -------------------------------------------------         \nagrees to maintain proper accounts, records and books in which full and correct\nentries shall be made, in accordance with generally accepted accounting\nprinciples, of all business and affairs of Tenant. Within 120 days after the\nclose of each fiscal year of Tenant during the Lease Term, Tenant shall \n\n                                       19\n\n \nfurnish to Landlord a copy of Tenant's certified annual financial statements for\nits immediately preceding fiscal year, audited by a firm of independent public\naccountants of recognized standing, selected by Tenant.\n\n     Section 5.9.    Compliance with orders. Ordinances, Etc.  Tenant agrees \n                     ----------------------------------------     \nthat it will, throughout the Lease Term, comply with all statutes, codes, laws,\nacts, ordinances, orders, judgments, decrees, injunctions, rules, regulations,\npermits, licenses, authorizations, directions and requirements of all federal,\nstate, county, municipal and other governments, departments, commissions,\nboards, companies or associations insuring the premises, courts, authorities,\nofficials and officers, foreseen or unforeseen, ordinary or extraordinary, which\nnow or at any time hereafter may be applicable to the Facility or any part\nthereof or the Equipment, or to any use, manner of use or condition of the\nFacility or any part thereof or the Equipment, including, without limiting the\ngenerality of the foregoing, all Arkansas State and Occupational Safety and\nHealth Act (\"OSHA\") regulations governing the pillow filling in plants.\n\n     Section 5.10.   Discharge of Liens and Encumbrances.  Tenant shall not \n                     -----------------------------------    \npermit or create or suffer to be permitted or created any lien, except for\nPermitted Encumbrances, upon the Facility or any part thereof or the Equipment\nby reason of any labor, services or materials rendered or supplied or claimed to\nbe rendered or supplied with respect to the Facility or any part thereof or the\nEquipment. If any such lien is filed against the Facility or the Equipment\n(other than liens arising from acts or omissions of Landlord or judgments\nagainst Landlord), Tenant shall discharge the same within thirty days of such\nfiling and at its own expense. If Tenant fails to discharge any such lien within\nthirty days of filing, Landlord may discharge the same at the expense of Tenant\nand Tenant shall pay as additional rent the expenses thereof incurred by\nLandlord with interest thereon as herein provided.\n\n                                       20\n\n \n                                  ARTICLE VI\n                      ASSIGNMENT AND SUBLEASING; MORTGAGE\n                            AND PLEDGE OF INTEREST\n\n     Section 6.1.    Assignment and Subleasing.  Tenant shall not assign this \n                     --------------------------  \nLease Agreement in whole or in part nor sublease the Facility or the Equipment\nin part without the prior written consents of the Landlord, which consent shall\nnot be unreasonably withheld or delayed. In addition, Tenant may sublease the\nFacility to one of its subsidiaries or divisions without Landlord's permission,\nprovided, however, Tenant shall provide Landlord with prior written notice of\n--------  -------\nsuch sublease. Prior to requesting the approval of Landlord to an assignment or\nsubletting of the Facility, as hereinafter provided, Tenant shall advise\nLandlord of (i) the name and address of the proposed subtenant or assignee; (ii)\nthe terms, conditions and consideration of the proposed subletting or\nassignment; (iii) the nature and character of the business of the proposed\nsubtenant or assignee and of its proposed use of the Facility; and (iv) current\nfinancial information and any other information as Landlord may reasonably\nrequest with respect to the proposed subtenant or assignee. Tenant shall pay to\nLandlord as additional rent, within twenty day after notice and demand therefor,\nLandlord's reasonable attorneys' fee incurred as a result of having any proposal\nreviewed or consent documented. In the case of an assignment, Landlord may\nwithhold its consent if the nature and character or the financial condition of\nthe proposed assignee is not equal to or better than that of Tenant. In the\nevent Tenant proposes to sublease more than 75% of the Facility for all or\nsubstantially all of the duration of the Lease Term, Landlord may withhold its\nconsent and require that such transaction be structured as an assignment:\n\n          (1)  No assignment or sublease shall relieve Tenant from primary\nliability for any of its obligations hereunder;\n\n                                       21\n\n \n          (2)  The assignee or sublessee shall assume the obligations of Tenant\nhereunder to the extent of the interest assigned or subleased;\n\n          (3)  Tenant shall, within ten days after the delivery thereof, furnish\nor cause to be furnished to the Landlord a true and complete copy of each such\nassignment or sublease, as the case may be, and the instrument of assumption;\nand\n\n          (4)  Tenant shall pay to Landlord as additional rent, as and when paid\nby any subtenant to Tenant, one-half of any rents, additional charges or other\nconsideration payable under the sublease to Tenant by the subtenant which is in\nexcess of the Fixed Rent accruing during the term of the sublease in respect of\nthe subleased space (at the rate per square foot payable by Tenant hereunder)\npursuant to the terms hereof.\n\n\n                                  ARTICLE VII\n                        EVENTS OF DEFAULT AND REMEDIES\n\n     Section 7.1.    Events of Default Defined.  (a)  The following shall be \n                     -------------------------          \n\"Events of Default\" under this Lease Agreement and the term \"Event of Default\"\nor \"Default\" shall mean, whenever they are used in this Lease Agreement, any one\nor more of the following events:\n\n          (1)  The failure by Tenant to pay the Fixed Rent and Equipment Rent\nwithin five days of the date when due;\n\n          (2)  The failure by Tenant to pay any additional rent within ten days\nafter notice and demand by Landlord to Tenant;\n\n          (3)  The failure by Tenant to observe or perform any covenant,\ncondition or agreement hereunder on its part to be observed or performed (except\nobligations referred to in \n\n                                       22\n\n \nSections 7.1(a) (1) and (2) above) for a period of thirty days after written\nnotice, specifying such failure and requesting that it be remedied, given to\nTenant by Landlord;\n\n          (4)  The filing by Tenant of a voluntary petition in bankruptcy, or\nthe failure by Tenant within sixty days to lift any execution, garnishment or\nattachment of such consequence as will impair its ability to carry on its\noperations at the Facility, or the commission by Tenant of any act of\nbankruptcy, or the adjudication of Tenant as a bankrupt, or the assignment of\nassets by Tenant for the benefit of its creditors, or the entry by Tenant into\nan agreement of composition with its creditors, or the approval by a court of\ncompetent jurisdiction of a petition applicable to Tenant in any proceeding for\nits reorganization instituted under the provisions of any state or federal\nbankruptcy or similar law, or appointment by order, judgment or decree of a\ncourt of competent jurisdiction of a receiver of the whole or a substantial\nportion of the properties of Tenant (unless such receiver is removed or\ndischarged within sixty days of the date of his qualification).\n\n          (b)  Notwithstanding the provisions of Section 7.1(a), if by reason of\nforce majeure either party hereto shall be unable in whole or in part to carry\nout its obligations under this Lease Agreement and if such party shall give\nnotice and full particulars of such force majeure in writing to the other party\nwithin a reasonable time after the occurrence of the event or cause relied upon,\nthe obligations under this Lease Agreement of the party giving such notice, so\nfar as they are affected by such force majeure, shall be suspended during the\ncontinuance of the inability, which shall include a reasonable time for the\nremoval of the effect thereof. The suspension of such obligations for such\nperiod pursuant to this subsection (b) shall not be deemed an event of default\nunder this Section 7.1. Notwithstanding anything to the contrary in this\nsubsection (b), an event of force majeure shall not excuse, delay or in any way\ndiminish the\n\n                                       23\n\n \nobligations of Tenant to pay the Fixed Rent and Equipment Rent when due or to\nprovide the indemnity required by Section 5.2 hereof. The term \"force majeure\"\nas used herein shall include, without limitation, acts of God, strikes, lockouts\nor other industrial disturbances, acts of public enemies, orders of the State or\nany of their departments, agencies, governmental subdivisions, or officials, or\nany civil or military authority, insurrections, riots, epidemics, landslides,\nlightning, earthquakes, fire, hurricanes, storms, floods, washouts,\ndisturbances, explosions, breakage or accident to machinery, transmission pipes\nor canals, partial or entire failure of utilities, or any other cause or event\nnot reasonably within the control of the party claiming such inability. It is\nagreed that the settlement of strikes, lockouts and other industrial\ndisturbances shall be entirely within the discretion of the party having\ndifficulty, and the party having difficulty shall not be required to settle any\nstrike, lockout and other industrial disturbances by acceding to the demands of\nthe opposing party or parties.\n\n     Section 7.2.    Remedies on Default.  (a)  Whenever any Event of Default \n                     -------------------            \nshall have occurred and be continuing, Landlord may take any one or more of the\nfollowing steps:\n\n          (1)  Declare, by written notice to Tenant, to be immediately due and\npayable, whereupon the same shall become immediately due and payable to the\nextent permitted by law all unpaid installments of Fixed Rent or Equipment Rent.\n\n          (2)  Re-enter and take possession of the Facility (without terminating\nthis Lease Agreement and without being liable for any prosecution or damages\ntherefor) and sublease the Facility for the account of Tenant, holding Tenant\nliable for the amount, if any, by which the aggregate of the Fixed Rent payable\nby Tenant hereunder exceeds the aggregate of the rents and other amounts\nreceived from the sublessee under such sublease.\n\n                                       24\n\n \n          (3)  Terminate the Lease Term and this Lease Agreement and, without\nbeing liable for any prosecution or damages therefor, exclude Tenant from\npossession of the Facility and use its best efforts to lease the Facility to\nanother Person for the account of Tenant, holding Tenant liable for the amount,\nif any, by which the aggregate of the Fixed Rent payable by Tenant hereunder\nexceeds the aggregate of the rents and other amounts received from such other\nPerson under the new lease.\n\n          (4)  Take any other action at law or in equity which may appear to\nLandlord necessary or desirable to collect the payments then due or thereafter\nto become due hereunder, to secure possession of the Facility, and to enforce\nthe obligations, agreements or covenants of Tenant under this Lease Agreement.\n\n          (b)  In the event the Facility is subleased or leased to another\nPerson pursuant to Section 7.2 (a) (2) or (3) hereof, Landlord may (but shall be\nunder no obligation to) make such repairs or alterations in or to the Facility\nand the Equipment as it may deem necessary or desirable for the implementation\nof such sublease or lease and Tenant shall be liable and agrees to pay the costs\nof such repairs or alterations and the expenses incidental to the effecting of\nsuch sublease or lease, together with interest thereon at the rate herein\nprovided, notwithstanding that this Lease Agreement may have been terminated\npursuant to Section 7.2(a)(3) hereof.\n\n     Section 7.3.    Remedies Cumulative.  No remedy herein conferred upon or\n                     -------------------                                     \nreserved to Landlord is intended to be exclusive of any other available remedy,\nbut each and every such remedy shall be cumulative and in addition to every\nother remedy given under this Lease Agreement or now or hereafter existing at\nlaw or in equity. No delay or omission to exercise any right or power accruing\nupon any default shall impair any such right or power or shall be construed to\nbe a waiver thereof, but any such right and power may be exercised from time to\n\n                                       25\n\n \ntime and as often as may be deemed expedient. In order to entitle Landlord to\nexercise any remedy reserved to it in this Article, it shall not be necessary to\ngive any notice, other than such notice as may be herein expressly required in\nthis Lease Agreement.\n\n     Section 7.4.    Agreement to Pay Attorneys' Fees and Expenses.  In the \n                     ----------------------------------------------    \nevent Tenant should default under any of the provisions of this Lease Agreement\nand Landlord should employ attorneys or incur other expenses for the collection\nof amounts payable hereunder or the enforcement of performance or observance of\nany obligations or agreements on the part of Tenant herein contained, Tenant\nshall, on demand therefor, pay to Landlord the reasonable fees of such attorneys\nand such other expenses so incurred.\n\n                                 ARTICLE VIII\n                                RENEWAL OPTION\n\n     Section 8.1.    Tenant's Renewal Option.  Tenant shall have the option, to \n                     -----------------------       \nbe exercised as hereinafter provided, to extend the term of this Lease Agreement\nfor succeeding periods of one year (each, an \"Extended Term\") upon the following\nterms and conditions:\n\n          (A)  That at the time of the exercise of such option and the\ncommencement of the Extended Term, Tenant shall not be in default in the\nperformance of any of the terms, covenants or conditions herein contained.\n\n          (B)  That at the time of the exercise of such option and the\ncommencement of the Extended Term, the Tenant named herein or any permitted\nassignee of Tenant shall be in actual occupancy of the entire Facility.\n\n          (C)  Except as provided herein, that the extension shall be upon\nterms, covenants and conditions as mutually agreed between the parties.\n\n          (E)  Tenant shall exercise its right to extend the term of this lease\nby notifying Landlord of Tenant's election to exercise such option not later\nthan six months prior to the \n\n                                       26\n\n \nExpiration Date or the end of any Renewal Term. Upon the giving of such notice,\nthis Lease Agreement shall be deemed extended for the specified period, subject\nto the provisions of this Article, without execution of any further instrument.\nIn the event that Tenant exercises the option provided for in this Article, then\nthe term \"Lease Term\" as used herein shall be deemed to include the Extended\nTerm.\n\n          (F)  Time shall be of the essence with respect to the exercise by\nTenant of the option set forth in this Article.\n\n                                  ARTICLE IX\n                                PURCHASE OPTION\n\n     Section 9.1.    Facility Purchase Option.  (a)  Provided that Tenant \n                     -------------------------     \nshall (i) not be in default in the performance of any of the terms, covenants or\nconditions herein contained on the date the option shall be exercised and on the\ndate title shall be transferred pursuant to this Article, and (ii) that Tenant\nherein named, or any permitted assignee of Tenant shall be in occupancy of the\nentire Facility the date the option shall be exercised and on the date title\nshall be transferred pursuant to this Section, Tenant shall have the option to\npurchase the Facility upon terms and subject to the conditions and at the\npurchase price hereinafter set forth. Tenant shall exercise the option provided\nfor by first giving Landlord notice of its election to so exercise the option\n(the \"First Notice\").  In the event Tenant gives such First Notice, then the\npurchase price shall be determined as provided in paragraph (c) below.  Once the\npurchase price has been finally determined, then Tenant shall within 60 days of\nsuch determination notify Landlord that Tenant is proceeding with the purchase\n(the \"Second Notice\") and in such Second Notice set a date for closing which is\nat least 30 days but not more than 45 days following the date of such Second\nNotice. In the event that Tenant fails to give the Second Notice on a timely\nbasis, then (i) Tenant shall pay to Landlord within 10 days following Landlord's\ndemand therefor Landlord's \n\n                                       27\n\n \nappraisal costs and additional costs incurred in determining the purchase price\nall costs and (which payment by Tenant to Landlord shall constitute additional\nrent) and (ii) this Lease Agreement, including but not limited to Tenant's\nrights pursuant to this Article, shall remain in full force and effect.\n\n          (b)  The purchase price shall be the fair market value of the\nFacility, excluding any leasehold improvements made by Tenant, determined as\nfollows:\n\n               (i)  Within 20 days following the giving of the First Notice,\n     Landlord and Tenant shall each designate an appraiser who shall be an\n     M.A.I. in good standing having at least 10 years of experience in\n     appraising buildings in Benton County, Arkansas. The two appraisers so\n     chosen shall meet within 10 days after the second appraiser is appointed\n     and if, within 20 days after the second appraiser is appointed, the two\n     appraisers shall not agree upon a determination of the fair market value of\n     the Facility by 10% or less, then the Purchase Price shall be the amount\n     exactly in between the appraisers' determinations. If the two appraisers\n     shall not agree upon a determination of the fair market value of the\n     Facility by greater than 10%, they shall together appoint a third\n     appraiser. If said two appraisers cannot agree upon the appointment of a\n     third appraiser within 10 days after the expiration of such 20 day period,\n     then either party, on behalf of both, and on notice to the other may\n     request such appointment by the American Arbitration Association (or any\n     successor organization, or if no successor organization exists, a\n     comparable organization) in accordance with its then prevailing rules. If\n     the American Arbitration Association shall fail to appoint said third\n     appraiser within 10 days after such request is made, then either party may\n     apply, on notice to the\n\n                                       28\n\n \n     other, to the state court in Benton County, Arkansas (or any other court\n     having jurisdiction and exercising functions similar to those now exercised\n     by the foregoing court) for the appointment of such third appraiser. Each\n     party shall pay the fees and expenses of the appraiser selected by it. The\n     fees and expenses of the third appraiser and all other expenses (not\n     including the attorney's fees, witness fees and similar expenses of the\n     parties which shall be borne separately by each of the parties) of the\n     arbitration shall be borne equally by the parties hereto. Such appraisers\n     shall, by majority thereof, appraise the Facility in order to determine the\n     fair market value thereof in accordance with generally accepted appraisal\n     methods as promulgated and endorsed by the American Institute of\n     Appraisers. It is the intention of the foregoing provisions that a final\n     determination as to the purchase price should be reached within 90 days\n     following the giving of the First Notice.\n\n          (ii) If the Tenant exercises its option to purchase the Facility\nwithin two years of the Term Commencement Date, Fifty Percent (50%) of all Fixed\nRent paid at the time of the exercise of such option shall be credited towards\nsuch purchase price.\n\n     (c)  If Tenant shall have elected to purchase the Facility by delivery of\nthe Second Notice to Landlord, the parties hereto shall enter into a contract of\nsale in substantially the same form as the standard form of commercial contract\nof sale accepted in the State of Arkansas. Such contract of sale shall be dated\nthe date that a final determination of the purchase price is made and shall\nprovide for a closing sixty days after such date (subject to such reasonable\nextensions as the parties shall reasonably determine to be necessary).\n\n                                       29\n\n \n          (d)  In the event that (i) Tenant elects to purchase the Facility by\ndelivery of the Second Notice to Landlord; and (ii) the title to the Facility\nfails to be transferred due to or arising out of any act, failure to act or\nnegligence of Tenant, then this Lease Agreement and all of its terms shall\nremain in full force and effect for the then remaining balance of the Lease\nTerm.\n\n     Section 9.2  Equipment Purchase Option. Provided that Tenant shall (i) not \n                  -------------------------                                \nbe in default in the performance of any of the terms, covenants or conditions\nherein contained on the date the option shall be exercised and on the date title\nshall be transferred pursuant to this Article, and (ii) that Tenant herein\nnamed, or any permitted assignee of Tenant shall be in occupancy of the entire\nFacility the date the option shall be exercised and on the date title shall be\ntransferred pursuant to this Section, Tenant shall have the option to purchase\nthe Equipment during the Lease Term for Seventy-Five Thousand Dollars\n($75,000.00) (the \"Purchase Option\"). If the Purchase Option is exercised within\ntwelve months of the Term Commencement Date. One Hundred Percent (100%) of all\nEquipment Rent paid at the time of the exercise of such option shall be credited\ntowards such purchase price.\n\n                                   ARTICLE X\n                            RIGHT OF FIRST REFUSAL\n\n     Section 10.1.    Right of First Refusal.  Notwithstanding anything \n                      ----------------------     \ncontained in Section 9.1 of this Lease Agreement, Landlord can sell, transfer,\nor otherwise dispose of the Facility if Landlord complies with the requirements\nset forth in this Section 10.1. Landlord shall not, during the Lease Term, sell,\ntransfer, or otherwise dispose of the Facility unless Landlord first shall have\nreceived a bona fide offer for the purchase of the Facility and shall have\nnotified Tenant in writing of the names of the party or parties making the\noffer, the price and the terms and conditions thereof. Tenant shall have the\nprior right, at its option, for a period of 30 days following receipt by Tenant\nof Landlord's notice of the offer, by notice to the Landlord of its\n\n                                       30\n\n \nintention to do so, to purchase the Facility, at the same price and upon the\nsame terms and conditions as are contained in such offer. In the event that\nTenant exercises its option to purchase, Tenant shall be obligated to pay the\npurchase price or accept title to the premises in accordance with the provisions\nof the offer and to close the transfer of title on the date provided for in such\noffer, but in no event before the sixtieth day following the date of the giving\nof such notice of exercise. If Tenant fails to exercise its right to purchase\nthe Facility, and for any reason Landlord shall not thereafter sell or convey\nthe Facility, to the party or parties making the offer at a price not less than\nthat contained in the offer and upon substantially the same terms and conditions\ncontained therein, the foregoing restriction against Landlord's sale or other\ndisposition of the Facility set forth in this Section shall continue in full\nforce and effect and Tenant's prior right to purchase shall apply with respect\nto any new offer relating to the Facility received by Landlord, all as more\nparticularly provided above. If Tenant fails to exercise its right to purchase\nthe Facility, and Landlord thereafter sells or conveys the Facility to the party\nor parties making the offer, this Lease Agreement will terminate and Tenant\nshall have six months to vacate the Facility. The provisions of this Section\nshall not apply to transfers of ownership interests in Landlord or to a transfer\nto an entity within the corporate family or other entity to which substantially\nall of Landlord's assets are transferred, or to any other change in the\nbeneficial ownership of Landlord. In the event that Tenant elects to purchase\nthe Facility pursuant to this Section and the title to the Facility fails to be\ntransferred due to or arising out of any act, failure to act or negligence of\nTenant, then in addition to any other rights or claims Landlord will have at\nlaw, equity or otherwise, such failure will be considered an Event of Default\nunder this Lease Agreement.\n\n                                       31\n\n \n                                  ARTICLE XI\n                                 MISCELLANEOUS\n\n     Section 11.1.    Surrender of Facility.  At the termination of the Lease \n                      ---------------------       \nTerm Tenant shall surrender possession of the Facility peacefully and promptly\nto Landlord in good repair and good order.\n\n     Section 11.2.    Notices.  All notices and other communications hereunder \n                      -------        \nshall be in writing and shall be deemed given if hand delivered or if sent by\nregistered or certified mail, return receipt requested, when deposited in the\nmails, by first class postage prepaid, addressed as follows:\n\nTo Landlord:        Ex-Cell Home Fashions, Inc.\n                    295 Fifth Avenue\n                    New York, New York 10016\n                    Attention:  Samuel Samelson, President\n\nwith a copy to:     Ex-Cell Home Fashions, Inc.\n                    P.O. Box 1879\n                    Goldsboro, NC 27533\n                    Attention:  Jerry Bankhead,\n                                V.P. of Manufacturing &amp; Distribution\n\nwith a copy to:     Glenoit Corporation\n                    111 West 40th Street\n                    New York, NY 10018\n                    Attention:  Dupuy Sears, Chief Financial Officer\n\nwith a copy to:     Winston &amp; Strawn\n                    200 Park Avenue\n                    New York, New York 10166\n                    Attention: John C. Phelan, Esq.\n\nTo Tenant:          Aladdin Manufacturing Corporation\n                    c\/o Mohawk Rug &amp; Textiles Division\n                    P.O. Box 130\n                    3090 Sugar Valley Road, NW\n                    Sugar Valley, GA 30746\n\nwith a copy to:     Mohawk Industries, Inc.\n                    160 South Industrial Blvd.\n                    P.O. Box 12069\n\n                                       32\n\n \n                    Calhoun, GA 30703\n                    Attention: Salvatore J. Perillo, General Counsel\n\nLandlord and Tenant may, by notice given hereunder, designate any further or\ndifferent addresses to which subsequent notices and other communications shall\nbe sent.\n\n     Section 11.3.  Binding Effect.  This Lease Agreement shall inure to the\n                    --------------                                          \nbenefit of and shall be binding upon Landlord, Tenant and their respective\nsuccessors and permitted assigns.\n\n     Section 11.4.  Severability.  In the event any provision of this Lease\n                    ------------                                           \nAgreement shall be held invalid or unenforceable by any court of competent\njurisdiction, such holding shall not invalidate or render unenforceable any\nother provision hereof.\n\n     Section 11.5.  Amendments, Changes and Modifications.  This Lease Agreement\n                    -------------------------------------                       \nmay not be amended, changed, modified or altered except by a writing executed by\nthe parties.\n\n     Section 11.6.  Execution of Counterparts.  This Lease Agreement may be\n                    -------------------------                              \nexecuted in several counterparts, each of which shall be an original and all of\nwhich shall constitute but one and the same instrument.\n\n     Section 11.7.  Applicable Law. This Lease Agreement shall be governed by\n                    --------------                                           \nthe laws of the State of Arkansas.\n\n     Section 11.8.  Table of Contents and Section Headings Not Controlling.\n                    ------------------------------------------------------  \nThe Table of Contents and the headings of the several sections in this Lease\nAgreement have been prepared for convenience of reference only and shall not\ncontrol, affect the meaning or be taken as an interpretation of any provision of\nthis Lease Agreement.\n\n     Section 11.9.  Estoppel Certificate.  Tenant agrees at any time and from\n                    --------------------                                     \ntime to time to execute and deliver to the Landlord a statement (i) certifying\nthat this Lease Agreement is unmodified and in full force and effect (or, if\nthere have been modifications, that the same is in full force and effect as\nmodified and reciting such modifications) and whether any options \n\n                                       33\n\n \ngranted to Tenant pursuant to the provisions of this Lease Agreement have been\nexercised, (ii) certifying the dates to which the Fixed Rent and Additional Rent\nhave been paid and the amounts thereof, and (iii) stating whether or not, to the\nbest knowledge of Tenant, the Landlord is in default in performance of any of\nits obligations under the Lease Agreement, and, if so, specifying each such\ndefault of which Tenant may have knowledge, it being intended that any such\nstatement delivered pursuant hereto may be relied upon by others with whom the\nLandlord may be dealing.\n\n     Section 11.10. Quiet Enjoyment.  The Landlord covenants and agrees with\n                    ---------------                                         \nTenant that upon Tenant paying the Fixed and, Additional Rent and observing and\nperforming all the terms, covenants and conditions, on Tenant's part to be\nobserved and performed, Tenant may peaceably and quietly enjoy the Facility.\n\n     Section 11.11. Security Deposit.  Tenant has deposited with Landlord a sum\n                    ----------------                                           \nequal to one monthly installment of Fixed Rent, as security for the full and\npunctual performance by Tenant of all of the terms of this Lease Agreement.\nLandlord agrees to pay to Tenant, promptly following each anniversary of the\nTerm Commencement Date, interest on such security deposit at the rate of four\npercent per annum. In the event Tenant defaults in the performance of any of the\nterms of this Lease Agreement, Landlord may apply the whole or any part of the\nsecurity so deposited to the extent required for the payment of (i) any rent or\n(ii) any sum which Landlord may expend or may be required to expend by reason of\nTenant's default including, without limitation, any damages or deficiency in the\nreletting of the Facility, whether accruing before or after summary proceedings\nor other re-entry by Landlord.  Upon each such application, Tenant shall, on\ndemand, pay to Landlord the sum so applied which shall be added to the security\ndeposit so that the same shall be restored to the amount first set forth above.\nif Tenant shall fully \n\n                                       34\n\n \nand punctually comply with all of the terms of this Lease Agreement, the amount\nof the security deposit, without interest, shall be returned to Tenant after the\ntermination of this Lease Agreement and delivery of exclusive possession of the\nFacility, Landlord shall have the right to transfer the security to the vendee\nor lessee and Landlord shall ipso facto be released by Tenant from all liability\nfor the return of such security; and Tenant agrees to look solely to the new\nlandlord for the return of said security and it is agreed that the provisions\nhereof shall apply to every transfer or assignment made of the security to a new\nlandlord. Tenant shall not assign or encumber or attempt to assign or encumber\nthe monies deposited herein as security and neither Landlord nor its successors\nor assigns shall be bound by any such assignment, encumbrance, or attempted\nassignment or encumbrance.\n\n     Section 11.12. No Additional Waiver Implied By One Waiver.  In the event\n                    ------------------------------------------               \nany agreement contained herein should be breached by Tenant and thereafter\nwaived by Landlord, such waiver shall be limited to the particular breach so\nwaived and shall not be deemed to waive any other breach hereunder.\n\n     Section 11.13. Brokerage Agreement.  Tenant represents and warrants to\n                    -------------------                                    \nLandlord that no broker brought about this lease transaction, and that neither\nTenant nor its respective employees or agents had any conversations or other'\ncontract with any in regard to this lease transaction. Tenant acknowledges that\nLandlord is entering into this lease in reliance upon the foregoing warranty and\nrepresentation. Tenant agrees to cooperate with Landlord and to provide\ntestimony in any action, or proceeding brought against Landlord based upon a\nclaim by a broker for a commission or other such payment in connection with this\nlease transaction.\n\n     Section 11.14  Excluded Equipment.  The pillow closing sewing machines\n                    ------------------                                     \nwill be included in this Lease Agreement as Equipment for a period of one month\nfollowing the Term \n\n                                       35\n\n \nCommencement Date, at which time such pillow closing sewing machines shall no\nlonger be included as Equipment hereunder and shall, at Landlord's sole cost and\nexpense, be disassembled, properly packaged and shipped to Landlord at Ex-Cell\nHome Fashions, Inc., P.O. Box 1879, Goldsboro, NC 27533, Attention: Jerry\nBankhead, V.P. of Manufacturing &amp; Distribution.\n\n     Section 11.15  Storage Area.  Landlord may, at its option, vacate the\n                    ------------                                          \nStorage Area currently excludes from the Initial Space (as hereinafter defined)\nleased under the Lease Agreement, and lease such Storage Area to Tenant at an\nannual rental rate per rentable square foot equal to the then payable fixed\nannual base under this Lease Agreement and otherwise on the same terms and as\nare set forth in this Lease Agreement.\n\n          (a)  Landlord shall give Tenant a notice (the \"Storage Area Notice\")\nnot less than thirty days prior to the date Tenant would be required to accept\npossession of same hereunder.  The Storage Area Notice shall (i) indicate the\ndate on which the Storage Area shall become available and (ii) specify\nLandlord's determination of the rent for the Storage Area.  Tenant shall lease\nthe Storage Area at the fixed annual rent specified in the Storage Area Notice,\nsubject to adjustment as hereinafter provided, for a term commencing on the\n\"Storage Area Term Commencement Date\" (as hereinafter defined) and continuing\nfor the balance of the Term on the terms and conditions hereinafter specified.\n\n          (b)  This Lease Agreement shall automatically be amended to include\nthe Storage Area effective as of the Storage Area Term Commencement Date upon\nthe terms and conditions herein specified:\n\n               (i)  Landlord hereby leases to Tenant and Tenant hereby rents\nfrom Landlord the Storage Area on the terms and conditions hereinafter set forth\nfor a term (the\n\n                                       36\n\n \n\"Storage Area Term\") commencing on the date set forth in such Storage Area\nNotice as the date the Storage Area was to become available, (the \"Storage Area\nTerm Commencement Date\") and ending on the expiration date of the term for the\nspace initially leased by Tenant hereunder (the \"Initial Space\") \n\n\n               (ii)  The fixed annual base rent payable under this lease as the\nsame may have been increased from time to time pursuant to the terms of this\nlease shall be further increased by an amount equal to rentable space feet of\nthe Storage Area multiplied by the fixed annual rent per rentable square foot\nfor such Storage Area specified in the Storage Area Notice.\n\n               (iii) Tenant will accept said Storage Area in its \"as is\"\ncondition on the Storage Area Term Commencement Date.\n\n          (c)  Except as otherwise specifically provided in this Article, from\nand after the Storage Area Term Commencement Date, all references in the lease\nto the demised premises shall be deemed to apply to the Storage Area as well as\nto the Initial Space and all of the terms, provisions and conditions of this\nlease shall apply to the Storage Area with the same force and effect as if it\nwere leased to Tenant initially together with the Initial Space.\n\n          (d)  Should the Storage Area Term Commencement Date for the Storage\nArea fall on any day other than the first day of a month, then the fixed annual\nrent attributable to the Storage Area shall be prorated on a per diem basis, and\nTenant agrees to pay the amount thereof for such partial month on the Storage\nArea Term Commencement Date.\n\n          (e)  In no event shall the fixed annual rent payable with respect to\nthe Storage Area on a per square foot basis determined as herein provided be\nless than the fixed annual rent per square foot than being paid under this lease\nfor the Initial Space.\n\n                                       37\n\n \n          (f)  From and after the first day of the Storage Area Term, all\nreferences in the lease to the demised premises shall be deemed to apply to the\nStorage Area and Initial Space.\n\n          (g)  Except as expressly permitted by this lease, Tenant shall not be\npermitted to sublet or assign all or any part of the Storage Area.\n\n          (h)  Except as otherwise specifically provided in this Article, all of\nthe terms, provisions and conditions of the lease shall apply to the Storage\nArea with the same force and effect as if it were leased to Tenant initially\ntogether with the Initial Space demised hereunder.\n\n          (i)  The termination, cancellation or surrender of this lease as to\nthe entire demised premises shall terminate any rights of Tenant pursuant to\nthis Article.\n\n     Section 11.16  Personal Property.  The Equipment is, and shall at all\n                    -----------------                                     \ntimes be and remain, personal property notwithstanding that the Equipment or any\npart thereof may now be, or hereafter become, in any matter affixed or attached\nto, or imbedded in, or permanently resting upon, real property or any building\nthereon, or attached in any manner to what is permanent as by means of cement,\nplaster nails, bolts, screws or otherwise.\n\n     Section 11.17  Ownership.  The Equipment is, and shall at all times be\n                    ---------                                              \nan remain, the sole and exclusive property of Landlord; and Tenant shall have no\nright, title or interest therein or thereto except as expressly set forth in\nthis Lease Agreement.\n\n                                       38\n\n \n          IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease\nAgreement to be executed in their respective corporate names and their\nrespective corporate seals to be hereunto affixed and attested by their duly\nauthorized officers, all as of the date first above written.\n\n                                    EX-CELL HOME FASHIONS, INC.\n\n\n                                    By: \/s\/ Samuel Samelson\n                                        -------------------------\n                                        Name:  Samuel Samelson\n                                        Title:  President\n\n\n                                    ALADDIN MANUFACTURING CORPORATION\n\n\n                                    By: \/s\/ Salvatore J. Perillo\n                                        --------------------------\n                                        Name: Salvatore J. Perillo\n                                        Title: Asst Secretary\n                                               General Council\n\n                                       39\n\n \n                                   EXHIBIT A\n\n                              Description of Land\n\n\nSURVEY FOR BEAR BRAND\n---------------------\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8244],"corporate_contracts_industries":[9462],"corporate_contracts_types":[9587,9579],"class_list":["post-41958","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mohawk-industries-inc","corporate_contracts_industries-manufacturing__textiles","corporate_contracts_types-land__fl","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41958","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41958"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41958"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41958"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41958"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}