LEASE AGREEMENT

Exhibit 10.11

LEASE AGREEMENT

BETWEEN

PAUL HEMMER DEVELOPMENT CO., III

A KENTUCKY CORPORATION

(LESSOR)

AND

LESLIE’S POOLMART, INC.

A DELAWARE CORPORATION

(LESSEE)

(EXECUTION COPY)

TABLE OF CONTENTS

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EXHIBITS

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LEASE AGREEMENT

This lease (the “Lease”) made this 30 day of April, 1998, by and between Paul Hemmer Development Co., III, a Kentucky Corporation, hereinafter referred to as “Lessor”, and Leslie’s Poolmart, Inc., a Delaware Corporation, hereinafter referred to as “Lessee”.

WITNESSETH:

1. Premises . Lessor does hereby let to Lessee and, Lessee does hereby agree to lease from Lessor, approximately nine and one-half (9.5) acres of real property (the “Real Estate”) on Aviation Boulevard together with a building located thereon which is estimated to have approximately 146,000 square feet including approximately 3,000 square feet of office space in connection therewith (the “Building”), together with 49 parking spaces for full-size American automobiles and access roadway to publicly dedicated highways to be constructed by Lessor and to be used as a warehouse/distribution facility (such Real Estate and Building hereinafter sometimes referred to as “Leased Premises”) in Airpark International, Boone County, Kentucky (the “Park”) which Real Estate and footprint of Building are more particularly described in red on the plat attached hereto as Exhibit “A” and legally described on Exhibit “B” both incorporated by reference herein. In addition to the Leased Premises, Lessee, its employees, agents, licensees, customers, invitees, successors and assigns (the “Lessee’s Agents”) shall have, to the extent of Lessor’s right and title thereto, all rights appurtenant thereto and Lessor, to the extent of Lessor’s right and title thereto, hereby grants and conveys to Lessee, for itself, and for the benefit of Lessee’s Agents for the Term of this Lease a non-exclusive, irrevocable easement and right, in common with the other occupants of the Park and with the public for the purpose of access over and across as well as the use of all common areas in or about the Park, including, without limitation, the driveways, parking areas and roadways connecting the Real Estate to Aviation Boulevard all as depicted on Exhibit “C” attached hereto and made a part hereof (the “Common Areas”). The aforementioned easement(s) shall be appurtenant to the Leased Premises, and shall run with the land. Lessee shall also enjoy and be responsible for the benefits and burdens of a Shared Access and Maintenance Agreement in the form attached hereto as Exhibit “D” providing for the shared use and maintenance of certain common dock areas with the owner of the adjoining property.

2. Term .

(a) The Term of this Lease shall be for twelve (12) years beginning December 1, 1998, and ending on November 30, 2010 (the “Initial Term”), subject however to the terms of paragraph 3 and further subject to any of the conditions and/or covenants of this Lease or pursuant to law, judicial interpretation, ordinance or administrative or zoning regulation (the “Laws”).

(b) So long as no Event of Default is continuing with respect to any material term or condition of this Lease upon exercise of such Option, Lessor grants to Lessee three (3) options (each one being an “Option”) to extend the Term of this Lease for three (3) successive periods of five (5) years each (each one being an “Option Term”), commencing on the expiration of then existing Lease Term, under and subject to all the other conditions and terms of this Lease.

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During each such five (5) year extension Option Term, Lessee shall pay to Lessor, as annual base rent, in advance and in monthly installments without deduction or setoff except as expressly set forth herein, the amounts set forth on Exhibit “E”. Notice of the exercise of such Option shall be given by the Lessee to the Lessor at least nine (9) months before the expiration of the then existing Lease Term and if Lessee does not provide such notice, the Option(s) are voided and, Lessee waives its right to any such Option to extend the Lease Term. This Option may be exercised only in the event that all Rents are then fully paid, and all terms and conditions of this Lease are then fully complied with as of the date of exercise of such Option.

3. Conditions of Improvements to Leased Premises . Immediately upon execution of this Lease, Lessor shall commence any alterations or improvements to the Leased Premises indicated on the Plans and Specifications approved by the parties and attached hereto as Exhibit ”F”. Lessor covenants that the Plans and Specifications have been approved in writing by the Developer pursuant to the Declaration (declared in Exhibit “G”) and at the time of substantial completion will comply in all respects with the Declaration. Lessor shall proceed diligently with said work and use all reasonable efforts to complete same by November 30, 1998, which date is contingent upon Lessee’s approval in writing of Final Plans and Specifications complying with Exhibit “F” within ten (10) days after receipt from Lessor. So long as the Leased Premises are available for occupancy by December 31, 1998, Lessee shall have no claim against Lessor due to such alleged delay. If the Leased Premises are not available and in compliance with Exhibit “F” by December 31, 1998 through no fault of Lessee, and such delay was not caused by Lessee, then Lessor agrees to credit Lessee $500.00 per day for each day (not caused by Lessee) beyond December 31, 1998 that the Leased Premises are not available. If the Leased Premises are not available by March 31, 1999 through no fault of Lessee, and such delay was not caused by Lessee, then Lessee shall have the right to cancel this Lease in its entirety, by giving Lessor written notice of its intent to cancel this Lease at any time thereafter but before the Leased Premises are delivered. Such notice shall be effective at least thirty (30) days after receipt unless the Leased Premises completed in accordance with this Lease are delivered prior to such effective date. This Lease shall automatically terminate if the Lease Premises, delivered in accordance with this Lease, are not delivered by January 1, 2000. (Note: All such dates are also contingent upon (i) Lessee indemnifying Lessor for reasonable costs to be incurred or committed for this project pursuant to “Letters of Authorization” to be promptly signed and submitted to Lessor from Lessee and (ii) this Lease being fully executed by no later than April 30, 1998). All such dates shall be extended by a corresponding amount of time for delays caused by Lessee. If not otherwise canceled, the Term of this Lease shall not commence until the Leased Premises are deemed to be available to Lessee, and the Term shall expire twelve (12) years after the first day of the first month following such date. Until such time as the Leased Premises are available to Lessee, as hereinafter defined, Lessor shall provide to Lessee meaningful and timely reports relating to the progress of the alterations and improvements. The Leased Premises shall be deemed to be available (the “Deemed Available Date”) to Lessee at the earlier of the time when:

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As used herein, Commencement Date shall mean the first day of the first full month following the date the Leased Premises are deemed to be available pursuant to the preceding paragraph.

Lessor warrants to Lessee that the Leased Premises will be constructed in a good and workmanlike manner using new building materials (and free of hazardous materials not used in compliance with Laws and free of asbestos and PCBs of all sorts) in accordance with the Plans and Specifications free of all liens and/or encumbrances that affect Lessee’s use and enjoyment of the Leased Premises. Lessee, at its sole cost, may hire an independent consultant to periodically inspect the construction to be done by Lessor, during the construction period, who shall comply with all project safety rules. Consultant shall indemnify and hold Lessor and Lessor’s agents harmless from any and all claims for bodily injury and damages caused by consultant.

Immediately after the Commencement Date, Lessor and Lessee shall execute a written instrument fixing the Commencement Date and Termination Date of this Lease and summarizing any Change Orders pursuant to paragraph 4 which effect the Rent.

Lessee’s taking possession shall be conclusive evidence that the Leased Premises were then in good order and satisfactory condition, except for the completion of written punch list items and minor repairs or adjustments, if any and provided that Lessee shall not be deemed to waive any latent defects. Lessee shall have assigned to it any and all warranties from the General Contractor, all Subcontractors, materialmen and suppliers responsible for the work in connection with the alterations and improvements to the Leased Premises.

Within thirty (30) days following the date the Leased Premises are deemed to be available pursuant to this paragraph 3, Lessee shall provide Lessor with a list of incomplete or defective work (the “Punchlist”) which Lessor shall immediately attempt to cure and remedy. If within one hundred twenty (120) days thereafter, Lessor has not cured such work (other than landscaping, grading, blacktopping or other work which cannot be completed due to the weather conditions and does not interfere with Lessee’s use of or access to the Leased Premises), Lessee may upon seven (7) days written notice to Lessor, cure such incomplete or defective work specified in such notice and deduct the reasonable cost thereof from the next Monthly Base Rent payment(s) due.

Lessor agrees to furnish all of the labor, supervision, administration and materials, together with all transportation, supplies, fuel, tools, equipment and incidentals, all of which is necessary or appropriate to complete the work in accordance with the Plans and Specifications at no cost to Lessee.

4. Changes During Construction . No changes from the Plans or Specifications shall be made unless both parties agree thereto in a written change order (the “Change Order”) specifying such changes and the amount and terms of reimbursement to Lessor from Lessee, or

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increase or decrease to the rental payments, and the impact to the anticipated Commencement Date, if any. Both parties shall be reasonable in their review of any Change Order requested by the other. Upon reaching an understanding, the parties shall prepare and execute an Addendum to this Lease which shall incorporate all such Change Orders. Lessee’s authorized representative for approving Change Orders shall be Mr. Richard L. Grice and Lessor’s authorized representative shall be Mr. Jon J. Hemmer. Such representatives may be changed by providing written notice to the other party.

5. Security Deposit . Lessee shall deposit with Lessor upon execution hereof the sum of two (2) estimated months’ rent ($61,600.00) as security for Lessee’s faithful performance of Lessee’s obligations hereunder. Said Security Deposit shall not earn interest thereon for the benefit of Lessee. No trust relationship is created herein between Lessor and Lessee with respect to said Security Deposit. The Security Deposit shall be applied towards the first two month’s rent on the Commencement Date. If for any reason, except default by Lessee, the Commencement Date does not occur, the Security Deposit shall be paid to Lessee upon request therefore.

6. Base Rent .

(a) As annual base rent for the use and occupancy of the Leased Premises during the Initial Term, and, if exercised, as annual base rent during the Option Term(s), Lessee shall pay to Lessor base rent pursuant to the schedule attached as Exhibit “E”.

The annual base rent is due and payable in equal monthly installments, (the “Monthly Base Rent”) in advance on the first day of each and every month during the Initial Term or Option Term(s) of the Lease, without deduction or setoff, except as provided in the next to last subparagraph in paragraph 3 or elsewhere in this Lease.

(b) Lessee agrees to pay as supplemental base rent for the use of said Leased Premises an amount equal to four percent (4%) of any Monthly Base Rent payment which is not received by Lessor within ten (10) days after such Monthly Base Rent is due, and an additional one and one-half percent (1.50%) per month of any Monthly Base Rent which such Monthly Base Rent remains outstanding. Such supplemental base rent shall be paid to help offset Lessor’s additional financial and administrative expenses thereby incurred. Provided, however, so long as Lessee is not otherwise in default of this Lease, and only with respect to the first two (2) times in any calendar year that such failure occurs, Lessor shall provide Lessee written notice on or after five (5) days after such Monthly Base Rent is due,      t such Monthly Base Rent is due, and Lessee shall have five (5) days from the date of such notice to pay such Monthly Base Rent to Lessor before the above supplemental base rent shall apply. Notwithstanding anything to the contrary, Lessee shall not be entitled to the five (5) day notice herein provided if Lessee is then in default or if Lessee then owes any rent, base, supplemental, additional or otherwise, in addition to the Monthly Base Rent then due and owing.

(c) If this Lease commences or rent otherwise becomes due on a day other than the first day of the month, the first monthly installments of rent provided for in paragraph (6)(a) shall be adjusted and prorated (based on the number of days in such month) so that Lessee shall only pay rent for the actual number of days in the first month of said term; but for all other months, Lessee shall pay the full monthly installment on the first day of each and every month.

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(d) Rent shall be mailed by Lessee to Lessor at Lessor’s principal place of business or at such other place in the U.S. as Lessor may designate in writing. Rent shall be payable promptly without deduction or setoff or prior demand thereof by Lessor except as provided in the next to last subparagraph in paragraph 3 or elsewhere in this Lease (with respect to setoff) and paragraph 6(b) (with respect to notice). All payments shall be in U.S. dollars, in cash or by check, all checks subject to collection. If the Lease permits Lessor to bill Lessee for additional rent, such amounts shall be paid by Lessee to Lessor within thirty (30) days, unless otherwise noted.

(e) Expect as outlined in Paragraph 13, this is an absolute net lease. Expect as outlined in Paragraph 13, it is the intent of the parties hereto that the base rent payable under this Lease shall be an absolute net return to the Lessor and that the Lessee shall pay all costs and expenses relating to or associated with the Leased Premises and the business carried on therein, unless otherwise expressly provided in this Lease to the contrary. Any amount or obligation herein relating to the Leased Premises which is not expressly declared to be that of the Lessor shall be deemed to be an obligation of the Lessee to be performed by the Lessee at the Lessee’s expense. Except as expressly provided herein, base rent, additional or supplemental rent and all other sums payable hereunder by Lessee, shall be timely paid to Lessor without setoff, counterclaim, abatement, suspension, deduction or defense, the failure of which to timely pay shall constitute an Event of Default.

(f) As used herein, the term “Rent” shall include base rent, supplemental rent, additional rent as well as any other amounts paid or payable to or for Lessor pursuant to this Lease.

7. Additional Rent Adjustment and Expense Stop . (Deleted).

8. Park Requirements . It is expressly understood by the Lessee that the Leased Premises form a part of a development known as Airpark International (the “Park”) and are subject and subordinate to, Protective Covenants, attached hereto as Exhibit “G”, and Bylaws, Rules and Regulations of the Park. Lessee covenants and that it will at all times comply with all the requirements, covenants and restrictions contained in said documents and Lessee shall promptly execute any document acknowledging such fact. As additional rent, Lessee agrees to pay, immediately upon notice, any and all charges or assessments levied or assessed against the Real Estate, Building or Leased Premises relating to or as the result of or arising out of the Park and applicable to the Term of this Lease. Lessee shall also pay any and all charges or assessments levied or assessed against the Real Estate, Building or Leased Premises relating to or as the result of the Shared Access and Maintenance Agreement. In the event that such charge or assessment as outlined in this paragraph, is for a specific improvement that Lessee’s cost would have been more than $5,000.00 and that has an expected life of ten (10) years or more, the charge or assessment may, at Lessee’s option, be amortized by Lessor for Lessee over a ten (10) year period using an annual interest rate of ten percent (10%). Lessee shall pay such amount monthly on the first day of each month without deduction or setoff as Additional Rent, to Lessor, in addition to and along with the Monthly Base Rent. Lessee shall only be responsible for such

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Additional Rent for the time remaining in the Lease Term. In such event, and provided that the Lease Term is later extended, then Lessee shall be responsible for such Additional Rent during the Extended Lease Term until fully amortized.

9. Tenant Finish Allowance . A reimbursable tenant finish allowance of $325,000 (the “Allowance”) is established in this Lease, to cover Lessor’s cost to design and construct (the “Costs”) the Containment Room in the Leased Premises (the “Containment Room”). Prior to commencement of the construction of the Containment Room, Lessor shall estimate and submit the Costs of the Containment Room for Lessee’s approval which shall not be unreasonably withheld or delayed. In order to reimburse Lessor for all of Lessor’s Costs, Lessee shall pay to Lessor, in addition to and along with the Monthly Base Rent, the amount of $3,698.60 per month on the first day of each month without deduction or setoff as Additional Rent for each month during the Initial Term of this Lease. In the event that the Costs are different than the Allowance set forth herein, this monthly Additional Rent shall be recalculated based on the Costs being fully amortized over the Initial Term of this Lease using a nine percent (9%) annual interest rate. If there is an Event of Default of this Lease, as defined herein, in addition to other remedies allowed Lessor pursuant to this Lease or by law, Lessor shall recover a money judgment against Lessee in the full amount of the unamortized balance of the Costs owed to Lessor.

10. Real Estate Taxes . Lessee shall pay to Lessor in monthly installments (the “Tax Payments”) as reasonably established from time to time by Lessor, all Taxes upon the Leased Premises and the Real Estate, which are assessed or accrue during the Lease Term.

The term “Taxes” shall mean the ad valorem real estate taxes and Special Assessments (as defined herein below) levied or assessed upon the Leased Premises. “Taxes” shall not include any income, profit, business or gross receipts tax, inheritance, estate, succession, transfer, gift, franchise or corporation tax levied or imposed upon Lessor, nor any real estate transfer tax, documentary stamp tax, transfer gains tax, recording fees or the like. Subject to the limitations below, “Taxes” shall include assessments (“Special Assessments”) included in Lessor’s real estate tax bill which are imposed by a governmental authority against the Leased Premises, provided Taxes shall not include Special Assessments payable for infrastructure or other development expenses related to the Building.

If any Taxes may, at the option of the taxpayer, be paid in installments over a period longer than one (1) year, then the same shall be deemed paid in installments over the maximum period permitted by the taxing authority, not to exceed ten (10) years, and Lessee’s obligation to make its Tax Payment for any one (1) tax fiscal year shall only apply to those installments which become actually due and payable (i.e., failing which payment the same would become delinquent), together with the interest charged thereon by the governmental authority, during that same tax fiscal year. Lessee shall not be obligated to pay any portion of Taxes or installments thereof which actually accrue during any period prior to or subsequent to the Term of this Lease unless such Taxes were incurred at the request of Lessee. Taxes for any fraction of a Tax Year at the commencement or expiration of the Lease Term shall be apportioned pro rata between the parties based on the number of days in such Tax Year during the Lease Term.

Lessor shall render to Lessee, promptly after the receipt of the tax bill applicable to the Leased Premises for a given Tax Year, a statement showing the amount of Taxes and indicating

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in reasonable detail the items included in Taxes and the computation of the Tax Payment with a copy of the tax bill. Lessee agrees to make its Tax Payment in equal monthly installments it being understood however that Lessee’s obligation for the payment of any Taxes during each Lease Year shall apply only to Taxes which are allocable to the tax year then in progress (plus any previously accrued Taxes which Lessee has not yet paid) and Lessee shall not be obligated to make any prepayment of taxes for tax years not yet in progress unless the taxing authority has billed Lessor for the same. If the actual Taxes for the current tax year are not yet known, Lessor may estimate such Taxes based on reasonably anticipated increases provided however that in no event may such estimate exceed one hundred ten percent (110%) of the prior year’s actual Taxes; when the actual Taxes become known, Lessee’s estimated payments shall be readjusted as the case may require. Overpayments by Lessee of Taxes shall be promptly refunded or credited to succeeding monthly payments.

Lessee shall have the right to contest the amount or validity of any Taxes or to seek a reduction in the valuation of the Leased Premises and to have Lessor prosecute any proceedings to that end, but only as provided herein below.

In the event Lessee desires to contest the amount or validity of any Taxes or to seek a reduction in the valuation of the Leased Premises, Lessee shall provide Lessor at least sixty (60) days advance written notice instructing Lessor to undertake upon Lessee’s behalf the desired action and/or appeal and agreeing to reimburse Lessor for any and all reasonable costs and expenses incurred, including reasonable attorney’s fees. Lessee and Lessor shall jointly choose counsel to represent them, at Lessee’s cost, and such counsel shall prosecute such case pursuant to their reasonable directions. Counsel shall keep Lessee and Lessor informed of any and all such action on a meaningful and timely basis and shall confer with Lessee on all matters of material significance. With the prior written consent of Lessor, which consent shall not be unreasonably withheld, Lessee may postpone or defer payment of such Taxes pending the outcome of such proceedings if neither the Real Estate nor Leased Premises would be in danger of being forfeited and such action would not constitute a default pursuant to Lessor’s financing on the Leased Premises. Lessor shall not be required to join in any proceedings unless the provisions of any Laws require such proceedings to be brought by or in the name of Lessor in which event Lessor shall join in such proceedings or permit the same to be brought in its name. Lessee will indemnify and save harmless Lessor from any costs and expenses in connection with such proceedings. Lessee shall be entitled to a refund of any Taxes (and penalties or interest thereon) received by Lessor (net of any and all expenses incurred by Lessor) which have been paid by Lessee.

11. Other Taxes . Lessee shall pay before delinquency any and all other taxes and assessments assessed against Lessee’s operations or property at the Leased Premises and incurred or accruing during the Term of this Lease, including licenses, sales, business, occupation or other taxes or fees or charges levied or imposed upon its business operations in or upon the Leased Premises, including but not limited to, taxes or assessments imposed upon trade fixtures, leasehold improvements, merchandise and other personalty in or upon the Leased Premises. In the event any such taxes, fees or charges referred to hereinabove to be paid by Lessee are assessments levied or imposed upon or with the property of Lessor, such assessment, fees or charges shall be paid by Lessee to Lessor promptly upon Lessor’s request for payments. Provided, however, that such taxes and assessments do not include federal, state and local income taxes, estate, franchise or similar taxes imposed upon Lessor.

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12. Utilities . Lessee shall pay all utility charges incurred for utilities consumed at the Leased Premises during the Term of this Lease, including all charges for gas, electricity, water, sanitation, light, heat, power and telephone or other communication service used, rendered or supplied upon or in connection with the Leased Premises, and shall indemnify and hold the Lessor harmless against any liability or damages on such account.

13. Repairs . Lessor shall maintain and repair at its sole cost and expense the roof and structural portions of the Building (excluding floor slabs and exterior pavement) unless damaged by act of Lessee or its agents, employees or licensees and shall perform all repairs necessitated by the act or omission of Lessor or its employees, contractors or agents, including the repair of latent defects of the Leased Premises discovered within one (1) year from the Commencement Date. Lessee shall promptly and properly keep and repair and maintain at its expense all other portions of the Leased Premises (including the roof and structural portions of the Building if occasioned by any intentional or negligent act of Lessee, its agents, employees or licensees in which event such damage shall be promptly repaired by Lessee at Lessee’s sole cost and expense). Lessee shall, at its own expense, keep the Leased Premises clean and free of all dirt and refuse; keep all waste and drain pipes open within the Leased Premises; make all necessary repairs to plumbing and all other utility lines in, upon, over, about and within the Leased Premises and continuously keep and maintain, every part and portion of the Leased Premises, including mechanical, HVAC, electrical and related systems, and equipment, in good repair and fully operational, normal wear and tear excepted. Lessor shall assign to Lessee and Lessee may enforce directly any warranties and guarantees of the Contractors, Subcontractors and Materialmen responsible for the Lessor’s initial work at the Leased Premises which is Lessee’s obligation to maintain. Lessor shall cooperate with Lessee and assist Lessee in enforcing any such warranties and guarantees. In the event that through no fault of Lessee a major component or piece of equipment costing more than $5,000.00 needs to be replaced, that has an expected life of ten (10) years or more, such costs may, at Lessee’s option, be amortized by Lessor for Lessee over a ten (10) year period using an annual interest rate of ten percent (10%). Lessee shall pay such amount monthly on the first day of each month without deduction or setoff as Additional Rent, to Lessor, in addition to and along with the Monthly Base Rent. Lessee shall only be responsible for such Additional Rent for the time remaining in the Lease Term. In such event, and provided that the Lease Term is l