LEASE

Exhibit 10.31

LEASE

         THIS LEASE, made and entered into by and between Southern States Cooperative, Inc., a Virginia corporation located at 7110 Grade Lane, Louisville, KY 40213 (the "Tenant") and ISA Real Estate, LLC, a Kentucky limited liability company located at 7100 Grade Lane, Louisville, KY 40213 (the "Landlord");

         WITNESSETH:

1.          DESCRIPTION OF PREMISES - For and in consideration of the rents, covenants and agreements hereinafter reserved and contained, Landlord hereby Leases to Tenant the following described property, including the improvements located thereon, located at 7110 Grade Lane, Louisville, Kentucky 40213 as further described on Exhibit A attached hereto (hereinafter referred to as the "Premises").

2.          TERM - Tenant's tenancy shall commence on or before May 1 ^st , 2003 and continue for a period of two (2) years thereafter (the "Term"). Each year of the Term is hereinafter referred to as a "Contract Period". Tenant shall have the option to renew this agreement for two (2) successive one (1) year periods, upon written notice at least ninety (90) days prior to the end of the then current Contract Period, upon the same terms and conditions as stated herein, except that the rent for each successive year shall be five (5%) percent more than the rent payable with respect to the then current Contract Period.

         Notwithstanding the foregoing, this Lease shall not be effective until such time as the underlying property of which the Premises forms a part has been sold to the Landlord by the Tenant.

3.          USE OF PREMISES - The Premises shall be used and occupied by Tenant for any lawful purpose in connection with its business operations as an agricultural cooperative, as well as all uses related thereto. The Tenant may not occupy or use the. Premises for any other purpose without the written consent of the Landlord. Tenant shall obey, observe and promptly comply with all valid present and future laws, ordinances, rules, regulations, orders and requirements of the United States of America, the Commonwealth of Kentucky, and of any or all governmental authorities or agencies having authority over said Premises and the occupancy thereof. Tenant shall not use the Premises or permit same to be used for any unlawful or illegal purpose. Tenant will not do, or permit anything to be done, in, upon, or about the leased Premises that increases the fire hazard beyond that which will exist by reason of the ordinary use or occupancy of the Premises set forth above. Tenant will not do or permit to be done anything in, about or upon the leased Premises that interferes with the rights of, or tends to annoy, other tenants of Landlord; that conflicts with the regulations of the Fire Department or Board of Health; that creates a nuisance; or that is dangerous to persons or property. Tenant shall not use or permit to be used on the Premises anything that will invalidate any policies of insurance which may now or hereafter be carried on said Premises or increase the rate of insurance thereon; and any increase in insurance premiums on said Premises which may be caused by the use made thereof by Tenant shall be paid by Tenant.

4.          RENT - The rental price per annum for the entire Premises shall be as follows:

         (i)          For the period commencing May 1, 2003 through and including April 30th, 2005, the fixed rent shall be two hundred and fifty six thousand and two hundred ($256,200) dollars, payable in equal monthly installments of twenty one thousand three hundred and fifty ($21,350) dollars per month, payable on or before the first day of each month, and thereafter;

         (ii)          In the event Tenant exercises its option to renew this lease for any successive Contract Period(s), the monthly fixed rent shall be five (5%) percent more than the rent payable with respect to the then current Contract Period. By way of example the rent payable during the third Contract Period (if any) shall be $22,417.50 per month.

         Monthly rental payments shall be due and payable on the first day of each and every month. In the event a monthly rent payment is paid after the fifth day of a month,. such payment shall be deemed late and shall be subject to a 5% late fee (i.e., 5% of the monthly rent payment) payable along with such payment. If such liquidated damages shall be deemed to subject the Landlord to usury laws of the Commonwealth of Kentucky, this provision shall be severed from this lease agreement and shall be considered null and void and of no force of effect. In no event shall the underlying unpaid rent or additional rent be voided or otherwise vitiated by such a finding.

5.          SECURITY DEPOSIT - Upon the execution of this Lease, the Tenant shall deposit with the Landlord the sum of twenty one thousand three hundred and fifty ($21,350) dollars as security for the full and faithful performance by Tenant of all the terms, covenants and conditions of this Lease upon the Tenant's part to be performed, which said sum shall be returned to the Tenant after the time fixed as the expiration date of the term herein, provided the Tenant has fully and faithfully carried out all of said terms, covenants and conditions on Tenant's part to be performed. In the event of a bona fide sale, subject to this Lease, the Landlord shall have the right to transfer the security to the vendee for the benefit of the Tenant; and Landlord shall be considered released by the Tenant from all liability for the return of such security; and the Tenant agrees to look to the new Landlord solely for the return of said security, and it is agreed that this shall apply to every transfer or assignment made of the security to a new Landlord. The security deposited under this Lease shall not be mortgaged, assigned or encumbered by the Tenant without the written consent of the Landlord.

6.          QUIET ENJOYMENT AND TITLE - The Landlord covenants, warrants and represents that it has full right and power to execute and perform the Lease and this agreement and to grant the estate demised herein, and covenants that the Tenant, on paying the rent herein and performing the covenants and agreements hereof, shall peaceably and quietly have, hold and enjoy the Premises and all rights, easements, appurtenances and privileges belonging or in anyway appertaining thereto, during the term of the Lease and any extension or renewal thereof.

7.          IMPROVEMENTS Tenant acknowledges that it is renting the Premises in an "as is" condition and shall provide all improvements that it deems necessary or desirable, provided, however, that no material improvements shall be made to the Premises without Landlord's prior written consent. In the event Tenant desires to make a material improvement, Tenant shall submit a plan to Landlord outlining such proposed change at least thirty (30) days prior to any proposed construction. If said plans are acceptable to the Landlord, written consent will be given to the Tenant. Any permission given by the Landlord to make structural changes or alterations shall be on the condition that the work shall be at Tenant's expense, unless otherwise agreed in writing, and shall be in accordance with the building code and zoning laws of the City of Louisville. All additions, fixtures and improvements upon said Premises by the Tenant shall thereafter be the property of the Landlord. Tenant may, at any time during the term of this Lease or at its termination, sever and remove all its mechanical equipment and other personal property owned by it or placed on Premises by Tenant during the term of this Lease, provided, that (i) such removal shall be done so as not to cause damage to the Premises; and (ii) at such time all rental payments due Landlord are paid in full. Tenant shall repair, at Tenant's expense, any damages to the Premises caused by such removal.

8.          MECHANIC'S LIENS - In the event that Tenant erects any alterations or improvements to the Premises as herein above provided, Tenant agrees to and does indemnify Landlord against any mechanic's liens that may be filed against the Premises for labor or material furnished, or both, and in the event any such lien is filed, Tenant will immediately pay the same and cause it to be satisfied and discharged of record.

9.          UTILITIES - Tenant, during the term of the Lease, shall pay all charges for utilities , including but not limited to, gas, electricity , telephone, heat, trash and refuse collection, sewage, and water supplied to the Premises. Tenant covenants and agrees that at all times the use of electric current shall never exceed the capacity of the existing feeders to the building.

10.          REPAIRS AND MAINTENANCE - Tenant accepts the Premises, buildings and improvements in "as in" condition. Tenant shall keep and maintain in a clean and orderly condition the Premises and make at its own expense all repairs and necessary replacements, including but not limited to, plumbing, heating, air conditioning, lighting fixtures, pipes and equipment, floor covering, ceiling, walls and plastering, windows the current alarm system as well as all kitchen equipment (except to the extent that damage to such items is caused by an act of God and shall be an insurable claim under the Landlord's property policy). Tenant shall replace any and all locks, keys or bolts which are damaged. Tenant shall, at its expense, make all repairs and additions to the Premises as required by any governmental agency for health or safety. Tenant, at its expense, shall maintain all grass areas, if any, and shall mow all grass areas at such intervals necessary to neatly maintain such grass areas. Tenant, at its expense, shall maintain and repair the guttering and downspouts of the Premises, and shall maintain. the parking areas, and shall remove rubbish, ice, and snow from the Premises and adjacent parking areas. Tenant, at its expense, shall maintain all exterior lighting. Should Tenant, in Landlord's sole reasonable opinion, fail to properly maintain, repair, or replace those items for which Tenant is responsible, Landlord may proceed to make said repairs or replacements and recover the cost of same from Tenant, as additional rent.

11.          REFUSE AND WASTE - Tenant agrees not to allow garbage or refuse or abandoned objects or equipment to accumulate in or remain upon the Premises or in the building. Tenant shall be responsible for having their garbage disposed of and shall be responsible at its own expense for any fines or assessments by the City of Louisville, Commonwealth of Kentucky, related thereto.

12.          PROHIBITION OF CERTAIN ACTIVITIES AND USES

         i)          Tenant covenants and agrees for itself, its heirs and assigns, that it will not carry on or permit any use or process in or upon the Premises in such manner as will emit noxious or offensive odors or result in excessive noise or vibration, or wh