ASSIGNMENT OF REAL ESTATE LEASE

Exhibit 10.18

ASSIGNMENT OF REAL ESTATE LEASE

     Sterling Direct, Inc., a Missouri corporation, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Assignor”) for value received, does hereby assign and transfer to The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company, an Ohio corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (“Assignee”) as of the Closing of the transactions contemplated by the Acquisition Agreement by and between Assignor and Assignee dated as of September 16, 1999 (the “Agreement”), all of Assignor’s right, title and interest as ▇▇▇▇▇▇ in the lease dated September 22, 1997, attached hereto as Exhibit A (the “Lease”) with Sterling Properties, L.L.C., a Missouri limited liability company, of real estate situated in the County of St. Louis, State of Missouri, as more specifically described in the Lease. This Assignment shall not amend, modify or otherwise affect the rights and obligations of the parties under the Agreement, including the parties’ respective rights and obligations under Section 19 of this Agreement. Assignor represents and warrants that a true, correct and complete copy of the Lease is attached as Exhibit A, and that no default by Assignor (or event which with notice, lapse of time or both would constitute a default by Assignor) has occurred under the Lease.

STERLING DIRECT, INC., a Missouri Corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Executive Vice President

ACCEPTANCE OF ASSIGNMENT OF REAL ESTATE LEASE

Assignee hereby accepts the foregoing Assignment of Lease as of the date of Closing and assumes and agrees to perform and be bound by all obligations, liabilities, covenants, conditions and restrictions to be done, kept or performed by or imposed upon Assignee, with respect to such Lease.

THE ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇
COMPANY, an Ohio corporation

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Sr. VP & GM: e CRM

LANDLORD ESTOPPEL CERTIFICATE

September 30, 1999

THE ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ COMPANY
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel

Ladies and Gentlemen:

▇▇▇▇▇▇▇▇ understands and acknowledges that THE ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ COMPANY (“▇▇▇▇▇▇▇▇”) is in the process of acquiring the business of STERLING DIRECT, INC. (“Tenant”), the current Tenant of the above-referenced property. In the even such acquisition is completed, ▇▇▇▇▇▇ intends to assign to ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ intends to assume from Tenant, all of Tenant’s rights and obligations under the Lease, a copy of which is attached hereto. Landlord acknowledges that it is the lessor under the Lease and that ▇▇▇▇▇▇▇▇ is relying upon Landlord’s certifications made herein, and that ▇▇▇▇▇▇▇▇ has executed a written consent to assignment of the Lease by ▇▇▇▇▇▇ to ▇▇▇▇▇▇▇▇.

Landlord hereby certifies to ▇▇▇▇▇▇▇▇ that:

The statements herein contained are made for the purpose of inducing ▇▇▇▇▇▇▇▇ to proceed with its acquisition of Tenant and may be relied upon for such purpose by ▇▇▇▇▇▇▇▇ and its successors and assigns.

▇▇▇▇▇▇▇▇ PROPERTIES, L.L.C.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Managing Member

CONSENT TO ASSIGNMENT OF LEASE BY ASSIGNOR

     The undersigned, Lessor under the Lease, hereby consents to the foregoing Assignment of Real Estate Lease and Acceptance of Assignment and Assumption of Real Estate Lease and releases Assignor from all obligations, liabilities, covenants, conditions and restrictions imposed on lessee under or pursuant to the Lease as of the Closing.

CONSENT TO ASSIGNMENT OF LEASE BY ▇▇▇▇▇▇

     The undersigned, ▇▇▇▇▇▇ under the mortgage loan to Sterling Properties, L.L.C., a Missouri limited liability company, hereby consents to the foregoing Assignment of Real Estate Lease and Acceptance of Assignment of Real Estate Lease.

SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

          THIS SUBORDINATION, NONDISTRUBANCE AND ATTORNMENT AGREEMENT (“Agreement”) made and entered into as of the 24^th day of September, 1999, by and between Life Investors Insurance Company of America (“Lender”), and The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company (“Tenant”)

          WHEREAS, ▇▇▇▇▇▇ is the owner of and holds a mortgage loan (the “Loan”) from Sterling Properties, L.L.C. (the “Landlord”) secured by a mortgage or deed of trust (the “Mortgage”) on the land described on Exhibit “A”, together with present or future improvements (the “Real Property”); and

          WHEREAS, ▇▇▇▇▇▇▇▇ entered into a lease with Sterling Direct, Inc. (SDI) as to all of the Real Property dated the 22^nd day of January, 1997 (which lease together with all amendments, options, extensions, renewals and replacements is the “Lease”); and SDI has assigned the Lease to Tenant; and

          WHEREAS, ▇▇▇▇▇▇ and Tenant have reached certain agreements as to the subordination of that Lease to the Mortgage, as to Tenant’s attornment to Lender and as to Lender nondisturbance of Tenant, and

          WHEREAS, the parties desire to set forth in writing their agreements.

          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, which the parties agree and acknowledge constitute good and adequate consideration, the parties mutually agree as follows:

     1. Subordination. The Lease, all of its terms and provisions, and all of the Tenant’s rights thereunder and as to the Real Property shall be and are subordinate to the Mortgage.

     2. Consent to Assignment. The Tenant consents to the assignment of the Lease to Lendor as security for the Loan.

     3. Notice to Lender in the Event of Landlord Default; Notice to Tenant in the Event of Landlord Default. If Landlord defaults under the Lease, and upon notice, fails to cure its default within the cure period provided under the Lease, Tenant will notify Lender of the default and afford Lender a reasonable opportunity to cure the default before terminating the Lease or exercising any self-help rights from which a right of setoff would arise. If Landlord defaults under the Mortgage, Lender will provide to Tenant copies of all related notices, simultaneously with providing notices to Landlord.

     4. New Owner Obligations. If Lender forecloses the Loan, or acquires title to the Real Property by deed in lieu of foreclosure, the following terms and conditions will govern the respective rights and obligations of Tenant and Lender or other new owner of the Real Property (in either case, the “New Owner”). Neither the New Owner or anyone claiming by, through or under the New Owner:

5. Nondisturbance. The New Owner will not disturb Tenant’s quiet employment and possession of its Lease premises for so long as Tenant faithfully performs all of Tenant’s obligation under the Lease and under this Agreement. ▇▇▇▇▇▇ will not join Tenant as a party defendant in any action or proceeding foreclosing the Mortgage, unless joining Tenant is necessary or appropriate to foreclose the Mortgage, and then only for such purposes and not for the purposes of terminating the Lease.

6. Tenant Obligations as to Payment of Rental under the Lease. This Agreement will not vary any terms of the Lease that condition ▇▇▇▇▇▇’s obligation to pay rent on Landlord’s performance of its covenants under the Lease in respect of the habitability and quiet enjoyment of the Real Property, which ▇▇▇▇▇▇ agrees shall apply to the New Owner as they have to the Landlord, provided ▇▇▇▇▇▇ has performed all of its obligation under Paragraph 3 of this Agreement.

7. Attornment. Subject to the other terms of this Agreement, Tenant will, upon notice of the transfer of title to the Real Property to New Owner, attorn to the New Owner and

recognize the New Owner as the landlord under the Lease from and after the date New Owner acquires title to the Real Property.

8. Notices. Any notice under this Agreement may be delivered by hand or sent by commercial delivery service or United States Postal Service express mail, in either case for overnight delivery with proof of receipt, or sent by certified mail, return receipt requested, to the following addresses:

Notice shall be deemed to have been given upon receipt if delivered by hand, on the next business day if sent for overnight delivery by commercial delivery service or United States Postal Service express mail, or three (3) business days following mailing if sent by certified mail, return receipt requested.

9. No Modification. No modification of this Agreement shall be valid unless in writing and executed by the party against whom enforcement is sought.

10. Applicable Law. This Agreement shall be construed according to and governed by the laws of the state in which the Real Property is located.

11. Successor and Assigns. This Agreement shall be binding on, and shall inure to the benefit of, the parties’ successors and assigns.

12. Counterparts. This Agreement may be executed and delivered in counterparts for the convenience of the parties.

IN WITNESS WHEREOF, the parties have signed this Subornation, Nondisturbance and Attornment Agreement as of the year and date first above written.

On this ___day of September, 1999, before me, a Notary Public in and for said county, personally appeared ___, to me personally known, who being by me duly sworn did say that that person is the ___of The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company and that said instrument was signed on behalf of the said corporation by authority of its board of directors and the said ___acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written.

On this 24^th day of September, 1999, before me, a notary public in and for said county, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me personally known, who being by me duly sworn did say that that person is the Vice President of said corporation and that said instrument was signed on behalf of the said corporation by authority of its board of directors and the said ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written.

ADDENDUM TO COMMERCIAL LEASE

          This Addendum to Commercial Lease (the “Addendum”) is made on this 22^nd day of September, 1997, by and between STERLING PROPERTIES, L.L.C. a Missouri limited liability company (the “Lessor”) and STERLING Direct, Inc., a Missouri corporation (the “Lessee”)

          WHEREAS, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have entered into that certain Commercial Lease, of even date herewith, for the property known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Premises”); and

          WHEREAS, the Lessor’s lender has requested certain revisions to the Commercial Lease, which ▇▇▇▇▇▇ and ▇▇▇▇▇▇ are willing to incorporate within the terms of said Commercial Lease; and

          NOW, THEREFORE, Lessor and Lessee have entered into this Addendum in consideration of the rental obligations and other valuable considerations made from Lessee to Lessor as follows:

     1. NET LEASE

          It is intended that all rent provided for in the Commercial Lease shall be an absolute net return to the Lessor, and shall be paid to the Lessor without setoff, counterclaim, abatement or deduction. Accordingly, all costs, charges, expenses and obligations relating to the Premises and building, equipment or improvements on the Premises, including maintenance, repairs, costs of replacement, equipment or improvements, insurance, taxes, assessments, and all other costs, charges, expenses, obligations of any kind, now or at any time imposed upon or related to, the Premises or building, or equipment or improvements on the Premises, shall, during the term of any extension or renewal term thereof, be paid by the Lessee.

          Except that Lessor shall be responsible for roof maintenance and the structural integrity of the improvements located on the Premises.

     2. CONDEMNATION PROCEEDS

     In the event of a complete condemnation by any municipality or authority, Lessor shall have...... [illegible]........ lease by written notice ......[illegible]........spaces within the Premises; or (b) the taking or condemnation of direct access to and from the Premises; or (c) the taking of the improvements of which the Premises is a part, causing a substantial negative impact on Lessee’s business conducted on or from the Premises.

     If this Lease is terminated as set forth herein, then the condemnation award or payment for the taking shall be paid to and used by ▇▇▇▇▇▇; provided, however, nothing herein shall prohibit Lessee from applying for a separate award for ▇▇▇▇▇▇’s loss of personal property on the Premises, if any.

     3. INSURANCE

     At all times during the Lease Term, Lessee shall maintain in full force and effect, at ▇▇▇▇▇▇’s own cost and expense, a policy or policies of liability insurance for the protection, indemnification and defense of Lessee (with Lessor and ▇▇▇▇▇▇’s mortgage named as an additional insured) against claims, demands and causes of action arising out of or in connection with the use, maintenance, operation and occupancy of the Premises, which policy or policies shall have limits of not less than one million dollars per occurrence, including protection against bodily injury or damages to persons and damage or destruction of property, placed with insurance companies acceptable to Lessor. Said insurance shall provide that it shall not be canceled without at least thirty (30) days prior written notice to ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s mortgagee.

     A. COVERAGE PROVISIONS

     ▇. ▇▇▇▇▇▇’▇ LENDER

     On all property policies and coverages (including coverage against loss of business income) ▇▇▇▇▇▇’s lender must be named as “first mortgagee” under a standard mortgage clause. On all liability policies and coverages, Lender must be named as an “additional insured”. Lender shall be referred to verbatim as follows: “Life Investors

     Insurance Company of America and its successors, assigns and affiliates; as their interest may appear; c/o AEGON U.S.A. Realty Advisors, Inc; Mortgage Loan Department; ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇.; ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.”

     The insurance carrier must be rated A, Class XII, or better by Best’s Rating Service, without regard to its parent’s or any reinsurer’s rating.

     The maximum deductible on all coverages and policies is $25,000.00

     All policies must require the insurance carrier to give the first mortgagee a minimum of thirty (30) days notice in the event of cancellation or non-renewal. Any vacancy, change of title, tenant occupancy or use, physical damage, additional improvements or other factors affecting any insurance contract must be reported to the Lessor immediately. An original certified copy of each policy is required upon renewal. If no such copy is available, Lessor will accept a binder for a period not to exceed ninety (90) days. All binders, certificates of insurance, and original or certified copies of policies must name Lessor as a named insured, or as an additional insured, must include the complete and accurate property address and must bear the original signature of the issuing insurance agency.

     5. HAZARDOUS MATERIALS

     A. Flammables, Explosives or Toxic Substances. Lessee will not use or permit in the Premises or the building any flammable or explosive material, toxic substances, environmentally Hazardous Materials or other items hazardous to persons or property. Lessee will not use the Premises in a manner that (a) invalidates or is in conflict with any fire, insurance, life, safety, or other codes or policies covering the Building or the Premises, or (b) increases the rate of any fire or any other insurance being maintained with respect to the Building or the Premises. If any insurance premium is higher than it otherwise would be due to the Lessee’s failure to comply with the provisions herein, ▇▇▇▇▇▇ shall reimburse Lessor, as additional rent, immediately on demand the amount constituting that part of Lessor’s insurance premiums that are charged because of ▇▇▇▇▇▇’s said failure.

     B. Hazardous Materials Defined. The term “Hazardous Materials” shall, for purposes herein mean: (a) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.) (“RCRA”), as amended from time to time, and regulations promulgated thereunder; (b) any “hazardous substance” being “released” in “reportable quantity”, as such terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.) (“CERLA”), as amended from time to time, and regulations promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls; (e) urea formaldehyde insulation; (f) “hazardous chemicals” or “extremely hazardous substances”, in quantities sufficient to require reporting, registration, notification or special treatment or handling under the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001, et seq.) (“EPCRA”), as amended from time to time, and regulations promulgated thereunder; (g) any “hazardous chemicals” in levels that would result in exposures greater than those allowed by permissible

exposure limits established pursuant to the Occupational Safety and Health Act of 1970 (29 U.S.C. §651 et seq.) (“OSHA”), as amended from time to time, and regulations promulgated thereunder; (h) any substance which requires reporting, registration, notification, removal, abatement or special treatment, storage, handling or disposal under Sections 6, 7, or 8 of the Toxic Substances Control Act (15 U.S.C. §2601 et seq.) (“TSCA”), as amended from time to time, and regulations promulgated thereunder; (i) any toxic or hazardous chemicals described in the Occupational Safety and Health Standards (29 C.F.R. 1910. 10000-1047) in levels which would result in exposures greater than those allowed by the permissible exposure limits pursuant to such regulations; (j) the contents of any storage tanks, whether above or below ground; (k) medical wastes; (l) materials related to those described in subparagraphs (a) through (k) thereof; and (m) anything defined as hazardous or toxic under any now existing or hereafter enacted Environmental Regulations.

     C. Environmental Regulations Defined. The term “Environmental Regulations” shall for purposes hereof, mean any law, statute, regulation, order or rule now or hereafter promulgated by any governmental authority, whether local, state or federal, relating to air pollution, water pollution, noise control or transporting, storing, handling, discharge, disposal, or recovery of on-site or off-site hazardous substances or materials (including without limitation, the Hazardous Materials as defined and described herein) as same may be amended from time to time, including without limitation, the following: (a) the Clean Air Act (42 U.S.C. §7401 et seq.); (b) Marine Protection Research and Sanctuaries Act (33 U.S.C. §1401-1445); (c) the Clean Water Act (33 U.S.C. §1251 et seq.); (d) RCRA, as amended by the Hazardous and Solid Wastes Amendments of 1984 (42 U.S.C. §6901 et seq.); (e) CERCLA, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. §9601, et seq.); (f) TSCA; (g) the Federal Insecticide, Fungicide and Rodenticide Act as Amended (7 U.S.C. §136 et seq.) (h) the Safe Drinking Water Act (42 U.S.C. §300(f) et seq.); (i) OSHA; (j) the Hazardous Materials Transportation Act (49 U.S.C. §4901 et seq.); (m) EPCRA; and (n) National Environmental Policy Act (42 U.S.C. §4321-4347) and (o) Medical Waste Tracking Act of 1988 (42 U.S.C. §6992).

     D. Compliance: Environmental Compliance. Lessee and ▇▇▇▇▇▇’s Agents will observe and comply promptly with all present and future legal requirements of governmental authorities and insurance requirements (as well as applicable covenants, encumbrances and other matters of record) relating to or affecting the Premises, any Lessee sign, or the use and occupancy of the Premises or incident to ▇▇▇▇▇▇’s occupancy of the Building and the use of the Building or any portion thereof by Lessee or Lessee’s Agents. Nothing contained in this Lease is intended to prevent or prohibit compliance by either party with any of the Disability Act, and any provision that does so is hereby modified to allow compliance or deleted as necessary. At Lessee’s sole expense, Lessee will comply with all requirements of all Disability Acts with regard to all aspects of ▇▇▇▇▇▇’s Work (defined in the Work Letter) and with requirements of all Disability Acts with regard to any other Alterations to the Premises by ▇▇▇▇▇▇, including but not limited to the design and installation of improvements to the Premises required as ▇▇▇▇▇▇’s Work. ▇▇▇▇▇▇ shall and hereby agrees to indemnify and hold harmless Lessor and ▇▇▇▇▇▇’s Agents, and their respective affiliates, agents, officers, employees and contractors, from and against all costs, liabilities, and causes of action occurring or arising as a result of ▇▇▇▇▇▇’s failure to comply with any of the Disability Acts

or as a result of any violation of any of the Disability Acts by Lessee or ▇▇▇▇▇▇’s Agents, and, at Lessor’s option, Lessee will defend Lessor and ▇▇▇▇▇▇’s Agents, and their respective affiliates, agents, officers, employees and contractors, against all such costs, liabilities, and causes of action. Lessee will not use the Premises nor permit the Premises to be used in violation of any Environmental Regulations. Lessee assumes sole and full responsibility for, and will remedy at ▇▇▇▇▇▇’s sole costs, any and all such violations, provided that Lessor shall not unreasonably withhold. Lessee will not use, generate, release, store, treat, dispose of, or otherwise deposit, in, on, under or about the Premises, any Hazardous Materials, nor will Lessee permit or allow any third party to do so without Lessor’s prior written consent (which Lessor may grant or withhold in Lessor’s sole discretion). Lessor’s election to conduct inspections of the Premises is not approval of ▇▇▇▇▇▇’s use of the Premises or any activities conducted thereon, and is not an assumption by Lessor of any responsibility regarding ▇▇▇▇▇▇’s use of the Premises or Hazardous Materials. Lessee’s compliance with the terms of this Section and with all Environmental Regulations is and shall be and remain at ▇▇▇▇▇▇’s sole cost. Lessee will pay or reimburse Lessor for any costs or expenses incurred by ▇▇▇▇▇▇, including reasonable attorney’s, engineers’, consultants’ and other experts’ fees and disbursements incurred or payable, to determine, review, approve, consent to or monitor the requirements for compliance with Environmental Regulations, including (without limitation) above and below ground testing. Lessor and ▇▇▇▇▇▇’s Agents are hereby authorized to enter upon the Premises for such purposes. Lessee will supply Lessor with historical and operational information regarding the Premises, including (without limitation) all reports required to be filed with governmental agencies, as may be reasonably requested by Lessor to facilitate site assessment, and Lessee will make available for meetings with Lessor, or Lessor’s Agents, appropriate personnel having knowledge of such matters. If Lessee fails to comply with the provisions of this Section, or if Lessor receives notice of information asserting the existence of any Hazardous Materials in or about the Building or the Premises, Lessor has the right, but not the obligation, without in any way limiting Lessor’s other rights and remedies, to enter upon the Premises or to take such other actions Lessor deems necessary or advisable to clean up, remove, resolve, or minimize the impact of any Hazardous Materials on or affecting the Premises, and Lessee shall pay to Lessor on demand, as Additional rent, all reasonable costs and expenses paid or incurred by Lessor in the exercise of any such rights. Lessee shall and hereby agrees to indemnify and hold harmless Lessor and ▇▇▇▇▇▇’s Agents, and their respective affiliates, agents, officers, employees and contractors, from and against all costs, liabilities and causes of action occurring or arising as a result of Lessee’s failure to comply with any Environmental Regulations or as a result of any violation of any Environmental Regulations by Lessee or Lessee’s Agents, and, at Lessor’s option, Lessee will defend Lessor and ▇▇▇▇▇▇’s Agents, and their respective affiliates, agents, officers, employees and contractors, against all such costs, liabilities and causes of action. Lessee will notify Lessor in writing immediately upon the discovery, receipt of notice (from a governmental authority or other entity) or reasonable grounds to suspect, by ▇▇▇▇▇▇, ▇▇▇▇▇▇’s Agents, or ▇▇▇▇▇▇’s or ▇▇▇▇▇▇’s Agents’ successors or assigns, the presence in the Premises or the Building of any Hazardous Materials or conditions that result in a violation of or could reasonably be expected to violate this Section together with a full description thereof. Brea ch of this Section shall constitute a Default by Lessee under this Lease.

     E. ACM Provisions. It is agreed upon that ▇▇▇▇▇▇’s acceptance of the Premises and of all of the equipment, apparatus, plumbing, heating, air conditioning, electric, water, waste disposal and other systems includes Lessee’s acceptance of any possible latent or patent defects involving the possible presence of Asbestos Containing Materials or any other hazardous materials (collectively, “ACM”) therein. It is further agreed that, in the event ACM is found to be present within the Premises: (a) Lessee shall immediately give Lessor written notice of such fact; (b) Lessee shall forthwith cease all activities (including but not limited to performance of alterations, renovations or redecoration activities) that disturb ACM, compromise environmental quality or violate any legal requirement; (c) Lessor may (if its so elects), upon receipt of such notice from Lessee, retain control of all procedures employed for ACM removal work; and (d) Lessor may, at ▇▇▇▇▇▇’s expense to the extent that any such ACM is as a result of ▇▇▇▇▇▇’s activities at the Premises, cause the removal of all ACM to be accomplished in accordance with all laws, regulations and legal requirements of governmental agencies or authorities having jurisdiction. If required by Lessor to do so, in order to accomplish ACM removal, Lessee shall temporarily close the Premises for business, remove ▇▇▇▇▇▇’s inventory and other contents, permit entry to accomplish ACM removal and generally cooperate with Lessor’s and Lessor’s Agents removal efforts; and Lessee hereby Irrevocably Waives all claims for damage, loss of business, constructive eviction or otherwise in consequence of any such occurrence. In the event of any conflict of inconsistency between this Section and any other provision of this Lease (including but not limited to any provision regarding repairs, maintenance, alterations and compliance with laws), the provisions of this Section shall control.

     This Addendum is effective on the date as first set forth above.

to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the ___and State aforesaid, the day and year first above written.

     On this 22^nd day of September 1997, before me appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to me personally known, who, being by me duly sworn, did say that he is the President of Sterling Direct, Inc. a corporation of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed an sealed in behalf of said corporation, by authority of its Board of Directors; and said President acknowledged said instrument to be the free act and deed of said corporation.

     IN TESTIMONEY WHEREOF, I have herunto set my hand and affixed my official seal in the            and State aforesaid, the day and year first above written.

RENT ROLL

I hereby certify the above information as true and correct. It is our intention to execute a lease according to the above terms in conjections with the subject loan closing.

STERLING PROPERTIES, LLC

COMMERCIAL LEASE

          This Lease, made and entered into, this 22^nd day of September 1997,

                    by and between

                         STERLING PROPERTIES LLC

                         STERLING DIRECT, INC.

               Hereinafter called Lessee,

     WITNESSETH, That the said Lessor for and in consideration of the rents, covenants, and agreements hereinafter mentioned and hereby agreed to be paid, kept and performed by said ▇▇▇▇▇▇, or ▇▇▇▇▇▇’s, successors and assigns, has leased and by these presents does lease to said ▇▇▇▇▇▇ the following described premises, situation in the County of ___of St. Louis, State of Missouri, to-wit:

Premises

                    One American Eagle Plaza

                    Earth City, Missouri 63045

                    A ▇▇▇,▇▇▇ ▇▇▇▇▇▇ Foot Office/Production/Warehouse Facility located on approximately 6.975 gross acres of Land know as Lot
                    5064B.

OFFICE/PRODUCTION/MANUFACTURING/WAREHOUSE/DISTRIBUTION

             Payable in advance in equal monthly installments of

          On the first day of each and every month during said term.

Assignment or Sub-letting

          This lease is not assignable, nor shall said premises or any part thereof be sublet, used or permitted to be used for purpose other than above set forth without the written consent of the Lessor endorsed hereon; and if this lease is assigned or the premises or any part thereof sublet.......[illegible].........

Repairs and [illegible]

          The Lessor reserves the right to prescribe the term, size, character and location of any and all awnings affixed to and all signs which may be placed or painted upon any part of the demised premises, and the Lessee agrees not to place any awning or sign on any part of the demised premises without the written consent of the Lessor, or to bore or cut into any column, beam or any party of the demised premises without the written consent of Lessor. The Lessee and all holding under said ▇▇▇▇▇▇ agrees to use reasonable diligence in the care and protection of said premises during the term of this lease, to keep the water pipes, sewer drains, heating apparatus, elevators machinery and sprinkler system in good order and repair and to surrender said premises at the termination of this lease is substantially the same and in as good condition as received, ordinary wear and tear expected.

          The Lessee shall pay according to the rules and regulations of the water department for all water used in the demised premises. The Lessee will erect fire escapes on said premises at said ▇▇▇▇▇▇’s own cost, according to law, should the proper authorities demand same.

          The Lessee agrees to keep said premises in good order and repair and free from any nuisance or filth upon or adjacent thereto, and not to use or permit the use of the same or any part thereof for any purpose forbidden by law or ordinance now in force or hereafter enacted in respect to the use or occupancy of said premises. The Lessor or legal representatives may, at all reasonable hours, enter upon said premises for the purpose of examining the condition thereof and making such repairs as Lessor may see fit to make.

          If the cost of insurance to said ▇▇▇▇▇▇ on said premises shall be increase.... [illegible].....of the occupancy and use of said demised premises by said Lessee or any other.....[illegible]......under said ▇▇▇▇▇▇, all such increase over the existing rate shall be paid by ....[illegible]........or any one holding under the Lessee, shall retain the demised premises after.....[illegible].......nation of this lease, whether by limitation or forfeiture.

Damage to Tenants’ Property

          Lessor shall not be liable to said Lessee or any other person or corporation ....[illegible]..... employees, for any damage to their person or property caused by water, .......[illegible]......frost, fire, store and accidents, or by breakage, stoppage or leakage of water,....[illegible].......and sewer pipes or plumbing, upon, about or adjacent to said premises.

          Failure on the part of the Lessee to pay any installment of rent or increase in insurance rate promptly as above set out, as and when the same becomes due and payable, or failure of the Lessee promptly and faithfully to keep and perform each and every covenant, agreement and stipulation herein on the part of the Lessee to be kept and performed, shall at the option of the Lessor cause the forfeiture of this lease.

          Possession of the within demised premises and all additions and permanent improvement thereof shall be delivered to Lessor upon ten days’ written notice that Lessor has exercised said option, and thereupon Lessor shall be entitled to and may take immediate possession of the demised premises, any other notice or demand being hereby waived.

          Any and all notices to be served by the Lessor upon the Lessee for any breach of covenant of this lease, or otherwise, shall be served upon the Lessee in person, or left with anyone in charge of the premises, or posted upon some conspicuous part of said premises.

Re-Entry

          Said Lessee will quit and deliver upon the possession of said premises to the Lessor or ▇▇▇▇▇▇’s heirs, successors, agents or assigns, when this lease terminated by limitation or forfeiture, with all window glass replaced, if broken, and with all keys, locks, bolts, plumbing fixtures, elevator, sprinkler, boiler and heating appliances in as good order and condition as the same are now, or may hereafter be made by repair in compliance with all covenants of this lease, save only the wear thereof from reasonable and careful use.

          But it is hereby understood, and Lessee hereby covenants with the Lessor, that such forfeiture, annulment or voidance shall not relieve the Lessee from the obligation of the Lessee to make the monthly payments of rent hereinbefore reserved, at the times and in the manner aforesaid; and in case of any such default of the Lessee, the Lessor may re-let the said premises as the agent for and in the name of the Lessee, at any rental readily obtainable, applying the proceeds and avails thereof, first, to the payment of such expense as the Lessor may be put to in re-entering, and then to the payment of said rent as the same may from time to time become due, and toward the fulfillment of the other covenants and agreements of the Lessee herein contained, and the balances, if any, shall be paid to the Lessee; and the Lessee hereby covenants and agrees that if the Lessor shall recover or take possession of said premises as aforesaid, and be unable to re-let and rent the same so as to realize a sum equal to the rent hereby reserved, the Lessee shall and will pay to the Lessor any and all loss of difference of rent for the residue of the term. The Lessee hereby gives to the Lessor the right to place and maintain its usual “for rent” signs upon the demised premises, in the place that the same are usually displayed on property similar to that herein demised, for the last thirty days of this lease.

          “No representation is made that premises are lead free or that these premises are legally habitable.”

SEE SPECIAL AGREEMENTS ATTACHED HERETO
FORMING A PART OF THIS LEASE

No Constructive Waiver

          No waiver of any forfeiture, by acceptance of rent or otherwise, shall waive any subsequent cause of forfeiture, or breach of any condition of this lease; nor shall any consent by the Lessor to any assignment or subletting of said premises, or any part thereof, be held to waive or release any assignee or sub-lessee from any of the foregoing conditions or covenants as against him or them; but every such assignee and sub-lessee shall be expressly subject thereto.

          Whenever the word “Lessor” is used herein it shall be construed to include the heirs, executors, administrators, successors, assigns or legal representatives of the Lessor; and the word “Lessee” shall include the heirs, executors, administrators, successors, assigns or legal representatives of the Lessee and the words Lessor and Lessee shall include single and plural, individual or corporation, subject always to the restrictions herein contained, as to subletting or assignment of this lease.

          IN WITNESS WHEREOF, the said parties aforesaid have duly executed the foregoing instrument or caused the same to be executed the day and year first above written.

STERLING PROPERTIES LLC

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇      

STERLING DIRECT, INC.

By: /s/                                    

     This lease shall become immediately effective upon Lessor obtaining title to the property.

OPTION AND REIMBURSEMENT AGREEMENT

     The ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇ COMPANY (“▇▇▇▇▇▇▇▇”), STERLING PROPERTIES, L.L.C. (“Seller”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Principals” and individually, a “Principal”) agree as follows:

RECITALS:

     ▇▇▇▇▇▇▇▇ and Sterling Direct, Inc. (the “Company”) have entered into a written Acquisition Agreement (the “Acquisition Agreement”) that provides for the purchase by ▇▇▇▇▇▇▇▇ of substantially all of the assets of the Company.

     The Company leases the Premises (as defined below) from Seller pursuant to a written lease dated as of September 22, 1997 (the “Lease”).

     ▇▇▇▇▇▇▇▇, Company and Seller desire to enter into a new lease for the Premises for a term of eight (8) years from the Closing Date (as defined in the Agreement). The terms of ▇▇▇▇▇▇’s loan from and related mortgage in favor of Live Investors Insurance Company of America (the “First Mortgage”) require that Seller obtain the consent of the holder of the First Mortgage to termination of the Lease and execution of a new lease with ▇▇▇▇▇▇▇▇. The holder of the First Mortgage is unwilling to consent to such a transaction.

     As an alternative, ▇▇▇▇▇▇▇▇ is willing to enter into an assignment of the Lease, subject to execution and performance of this Agreement (the “Agreement”) by Seller and the Principals. Execution and delivery of this Agreement by Seller and the Principals is a condition to ▇▇▇▇▇▇▇▇’ obligation to close the transactions contemplated by the Acquisition Agreement.

     Principals hold a substantial majority of the outstanding common stock of the Company and 60.61% of the membership interests (together with affiliates) of Seller. Principals acknowledge the direct and indirect benefits and consideration received from this Agreement as a result of ▇▇▇▇▇▇▇▇ execution of an assignment of the Lease and the performance of the Acquisition Agreement.

AGREEMENT:

1. OPTION

The parties have executed this Agreement as of this 30^th day of September, 1999

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, member of Sterling Properties, L.L.C. a Missouri limited liability company, known to me to be the person who executed the within instrument on behalf of said limited liability company and acknowledged to me that he executed the same for the purposes therein stated.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

My Commission Expires:                                                            

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who, being by me duly sworn, did say that he is G.V.P. Finance of The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company, an Ohio corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Director; and said ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledged said instrument to be the free act and deed of said corporation.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official seal in the County and State aforesaid, the day and year first above written.

My Commission Expires: December 13, 2002

     On this 30th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Pubic in and for said state, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and acknowledged to me that the same for the purposes therein stated.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

My Commission Expires: December 13, 2002

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and acknowledged to me that he executed the same for the purposes therein stated.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

My Commission Expires: December 13, 2002

EXHIBIT A

     The personal property, equipment and fixtures sold hereunder shall include all of the following to the extent of Seller’s interest therein:

EXHIBIT B

None.

MEMORANDUM OF LEASE

     THIS MEMORANDUM OF LEASE is made as of September 30, 1999, by and between Sterling Properties, L.L.C., a Missouri limited liability company (“Landlord”), and The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company, an Ohio corporation (“Tenant”).

WITNESSETH:

     THAT FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other valuable consideration paid by Tenant to Landlord, the receipt and sufficiency of which are hereby acknowledged, the parties desire to give notice of the existence of the following lease:

     1. Landlord under lease dated September 22, 1997 (the “Lease”) demised and leased to Sterling Direct, Inc., a Missouri corporation (“Sterling Direct”), upon and subject to the terms, covenants and conditions set forth in the Lease, a certain tract of land (the “Premises”), as described on Exhibit A, attached hereto and incorporated herein by reference, located in St. Louis County, Missouri.

     2. Sterling Direct assigned its rights in the Lease to Tenant and Tenant has assumed all obligations under the Lease as of the date hereof. The Lease will expire September 30, 2007.

     3. The parties hereto by reference incorporate herein all terms, covenants, and conditions contained in the Lease. This Memorandum of Lease is prepared for the purposes of recordation and notice of the Lease, and in no way modifies or otherwise amends the terms and conditions of the Lease. For a complete statement of the rights, privileges and obligations created under and by said instrument and of the terms, covenants and conditions contained therin, reference is hereby made to the Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have caused this Memorandum of Lease to be duly executed as of the day and year first above written.

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Member of Sterling Properties, L.L.C., a Missouri limited liability company, known to me to be the person who executed the within instrument on behalf of said limited liability company and acknowledge to me that he executed the same for the purposes therein state.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

My Commission Expires: December 13, 2002

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who, being by me duly sworn, did say that he is G. V. P. Finance of the ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company, an Ohio corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and said instrument was signed and sealed in behalf of said corporation, by

authority of its Board of Directors; and said ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledged said instrument to be the free act and deed of said corporation.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

EXHIBIT A

Premises

Lot 5064B of Lot Split Plat Lots 5064A and 5064B of Lot 5064 of the Amended Plat of Earth City Plat 66, according to the plat thereof recorded in Plat Book 342, Page 63 of the St. Louis County Records.

MEMORANDUM OF OPTION

     THIS MEMORANDUM OF OPTION is made as of September 30^th, 1999, by and between The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company, an Ohio corporation (“▇▇▇▇▇▇▇▇”) and Sterling Properties, L.L.C., a Missouri limited liability company (“Seller”).

WITNESSETH:

     THAT FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) and other valuable consideration paid by Seller to ▇▇▇▇▇▇▇▇, the receipt and sufficiency of which are hereby acknowledged, the parties desire to give notice of the existence of the following option:

     1. Seller under that certain Option and Reimbursement Agreement dated September 30, 1999 (the “Option Agreement”) granted ▇▇▇▇▇▇▇▇ an option to purchase Seller’s interest in that certain tract of land described in Exhibit A, attached hereto and incorporated herein by reference (the “Premises”), upon and subject to the terms, covenants and conditions set forth in the Option Agreement.

     2. The term of the Option Agreement shall terminate upon the occurrence of certain events specified therein, but not later than the termination of the written Lease Agreement dated September 22, 1997 by and between Seller and Sterling Direct, Inc., a Missouri corporation (the “Lease”). The Lease has been assigned by ▇▇▇▇▇▇▇▇ Direct, Inc. to ▇▇▇▇▇▇▇▇.

     3. The parties hereto by reference incorporate herein all terms, covenants, and conditions contained in the Option Agreement. This Memorandum of Option is prepared for the purposes of recordation and notice of the Option Agreement, and in no way modifies or otherwise amends the terms and conditions of the Option Agreement. For a complete statement of the rights, privileges and obligations created under and by said instrument and of the terms, covenants and conditions contained therein, reference is hereby made to the Option Agreement.

     IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ have caused this Memorandum of Option to be duly executed as of the day and year first above written.

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Member of Sterling Properties, L.L. C., a Missouri limited liability company, known to me to be the person who executed the within instrument on behalf of said limited liability company and acknowledged to me that he executed the same for the purposes therein stated.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

My Commission Expires: December 13, 2002

     On this 30^th day of September, 1999, before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who, being by me duly sworn, did say that he is G. V. P. Finance of The ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Company, an Ohio corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ acknowledged said instrument to be the free act and deed of said corporation.

     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written.

EXHIBIT A

Premises

Lot 5064B of Lot Split Plat Lots 5064A and 5064B of Lot 5064 of the Amended Plat of Earth City Plat 66, according to the plat thereof recorded in Plat Book 342, Page 63 of the St. Louis County Records.