LEASE AGREEMENT

EXHIBIT 10CC

LEASE AGREEMENT

THIS LEASE ("Lease") is made this 1st day of May, 2009, by and between DECORATOR INDUSTRIES, INC., a Pennsylvania corporation (" Tenant ") with an address at 10011 Pines Boulevard, Suite 201, Pembroke Pines, Florida  33024 and Sperber Investments I, LLC, a California limited liability company (" Landlord ") with an address at 50 Fullerton Court, Suite 101, Sacramento, CA 95825.

WHEREAS, pursuant to that certain Agreement of Purchase and Sale for Property dated March 31, 2009 (" Purchase Agreement ") by and between Tenant, as seller, and Landlord, as buyer, Landlord purchased from Tenant that certain real property located in the State of Wisconsin, having an address of 1400 Ash Street in the City of Abbotsford, County of Clark, Wisconsin 54405; and

WHEREAS, pursuant to the Purchase Agreement, Landlord and Tenant have agreed that Landlord will lease to Tenant, and Tenant will lease from Landlord, the Premises upon the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants and premises contained herein, the parties hereto, intending to be legally bound, covenant and agree as follows:

1.

Recitals .  The parties acknowledge the accuracy of the foregoing recitals which are incorporated by reference herein and are made a part of this Lease.

2.

Leased Property .  Landlord leases to Tenant, and Tenant rents from Landlord, the real property described on Exhibit “A” attached hereto and made a part hereof (hereinafter the “Land”), together with the approximately 32,000 square foot warehouse/manufacturing and office building (the "Building"), all related parking areas, access drives and landscaped areas which is located at 1400 Ash Street in the City of Abbotsford, County of Clark, Wisconsin 54405 (collectively the “Premises”).

3.

Lease Term .  The Lease shall have a term of fifteen (15) years (the "Term") commencing on the date of this Lease Agreement (the "Commencement Date") and expiring on April 31, 2024 (the "Expiration Date").  For purposes of this Lease, a Lease year shall consist of twelve (12) consecutive calendar months commencing on the Commencement Date.

4.

Use and Occupancy .  Tenant shall use the Premises for warehouse, manufacturing and office uses, and for no other purpose(s) without the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed.  Tenant shall not use the Building or the Premises for any purpose which is in contravention of any law, municipal ordinance or regulation.  Tenant has been in possession of the Premises prior to the commencement date, pursuant to its ownership of the Premises and Tenant hereby accepts possession of the Premises in its present "AS-IS" condition.

5.

Rent .  Tenant hereby agrees to pay to Landlord, at the address of Landlord provided herein, or at such other place as Landlord may hereafter from time to time designate in writing, annual "Base Rent", payable in monthly installments beginning on the Commencement Date and continuing for the remainder of the Term, in accordance with the following payment schedule:

Lease Year

Annual Base Rent

Monthly Installments

5/1/09 – 4/31/10

$103,000.00

$8,583.33

5/1/10 – 4/31/11

$105,060.00

$8,755.00

5/1/11 – 4/31/12

$107,161.20

$8,930.10

5/1/12 – 4/31/13

$109,304.42

$9,108.70

5/1/13 – 4/31/14

$111,490.51

$9,290.88

5/1/14 – 4/31/15

$113,720.32

$9,476.69

5/1/15 – 4/31/16

$115,994.73

$9,666.23

5/1/16 – 4/31/17

$118,314.62

$9,859.55

5/1/17 – 4/31/18

$120,680.92

$10,056.74

5/1/18 – 4/31/19

$123,094.53

$10,257.88

5/1/19 – 4/31/20

$125,556.43

$10,463.04

5/1/20 – 4/31/21

$128,067.55

$10,672.30

5/1/21 – 4/31/22

$130,628.90

$10,885.74

5/1/22 – 4/31/23

$133,241.48

$11,103.46

5/1/23 – 4/31/24

$135,906.31

$11,325.53

Monthly installments of Base Rent shall be paid in advance on the first day of each month during the Term without setoff, deduction or abatement, except as may be expressly set forth in this Lease.  It is the purpose and intent of Landlord and Tenant that this Lease shall be absolutely net to Landlord and that Tenant shall pay, without notice or demand, and without abatement, deduction or set off, and hold harmless Landlord from and against, all costs, taxes, insurance premiums and expenses and obligations of every kind and nature whatsoever relating to the Building or Premises which may arise or become due during the Term, except as otherwise expressly set forth in this Lease.  In the event any monthly payment of Base Rent is not received by Landlord within five (5) days of the due date, Tenant shall pay to Landlord a late fee of Fifty and 00/100 ($50.00) Dollars per day for each day that such Base Rent installment remains unpaid, to help defray the additional costs to Landlord resulting from such late payment.  In the event Tenant delivers any check to Landlord which is not collectable for any reason, then Tenant agrees to pay to Landlord a service charge of One Hundred and 00/100 ($100.00) Dollars upon Landlord’s request, in addition to any late charge assessed against Tenant.  Late charges and charges for insufficient funds shall be in addition to Landlord's other rights and remedies under this Lease, or at law and shall not be construed as liquidated damages or limiting Landlord's remedies in any manner.

6.

Security Deposit .  Upon the execution hereof, Tenant shall deposit with Landlord the amount of $34,333.32 (the " Original Security Deposit ") as security for Tenant's faithful performance of Tenant's obligations under this Lease. If Tenant fails to pay Rent after the expiration of all notice or grace periods herein, or otherwise Defaults under this Lease beyond any notice or cure periods set forth herein and Landlord's remedy for such Default includes a reimbursement or payment of sums by Tenant, then Landlord may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Landlord as specifically provided for herein. The Security Deposit shall be reduced to a sum equal to one (1) month of Base Rent (the " Later Security Deposit " and together with the Original Security Deposit, the " Security Deposit ") at the time that Tenant achieves two (2) consecutive years of positive EBITDA (the " EBITDA Threshold "), proof of which Tenant shall send to Landlord and thereafter, Tenant shall have no obligation to pay Base Rent until Tenant is fully reimbursed for the difference between the Original Security Deposit and the Later Security Deposit. Landlord shall keep the Security Deposit separate from its general accounts. Within sixty (60) days after the expiration or termination of this Lease, Landlord shall return that portion of the Security Deposit not used or applied by Landlord. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Tenant under this Lease. If Landlord uses or applies all or any portion of the Security Deposit pursuant to its rights to do so set forth herein, Tenant shall, within thirty (30) days after written request from Landlord, deposit monies with Landlord sufficient to restore the Security Deposit to the full amount required by this Lease.

7.

Tenant’s Responsibilities .

(a) Tenant shall, at its sole cost and expense and subject to ordinary wear and tear, keep and maintain in operating condition and repair in the manner they have been previously maintained by Tenant, in all cases to ordinary wear and tear, including replacements if necessary, all portions of the Building and Premises including the exterior, structural and interior portions of the Building or the Premises, including without limitation the roof and windows and improvements located in the Building, all electrical, mechanical and plumbing systems for the Building, and any and all systems and HVAC systems for the Building (including, by way of example, air conditioners, transformers and plumbing); provided, however, that Tenant shall not be required to maintain in operating condition and repair any systems or equipment which it has installed for its own use and enjoyment upon its election to discontinue the use thereof, including, but not limited to, communication and security systems.  Upon Landlord's request Tenant shall remove any such discontinued system or equipment at the termination of this Lease; provided that Tenant shall not be required to remove wiring installed within walls.  In addition and subject to the preceding sentence, Tenant shall, at its sole cost and expense, be responsible for the normal and routine maintenance and repair of the HVAC system for the Building, and Tenant agrees, at its own cost and expense, to keep in effect throughout the entire Term a service contract for the HVAC system with a reputable heating and cooling company, which HVAC system shall be inspected and have routine preventative maintenance performed at least once per year.  Tenant also agrees to maintain the exterior areas of the Premises, including paved and landscaped areas in a neat and orderly condition and to maintain the paved areas in operating condition and repair in the manner that they have been maintained by Tenant subject, in all cases, to ordinary wear and tear.  Landlord has no responsibility for any cost, repair, maintenance or replacement of any portion of the Building, Premises, systems or equipment.  Tenant acknowledges and agrees that Tenant is accepting the Building and Premises in “AS-IS” “WHERE-IS” condition without any representation or warranty of any kind by Landlord.  All repairs and replacements made by or on behalf of Tenant shall be made in a good and workmanlike manner, and in accordance with all applicable laws and regulations of all governmental authorities having jurisdiction over the Building and Premises.  All replacement materials

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utilized by Tenant hereunder shall be of an equal quality to the existing materials currently utilized at the Premises.

(b) HVAC Service Contract. Tenant shall, at Tenant's sole expense, procure and maintain a service contract, with a copy to Landlord, in customary form and substance for, and with a contractor specializing and experienced in the maintenance of the HVAC equipment serving the Premises.   Upon request from Landlord, Tenant shall provide copies of any certificates received by Tenant for the sprinkler system in the Premises.

8.

Utilities .  During the Term, Tenant shall pay for all gas, heat, light, power, water, sewer, telephone or other communication service, security services, janitorial services, garbage disposal and all other utilities and services supplied to Tenant at the Premises.  Upon Landlord's request, Tenant agrees to provide Landlord, on an annual basis, evidence that all municipal water and/or sewer bills have been paid.  Landlord shall not be liable to Tenant for any loss or damage to Tenant or its property resulting from burst, stopped or leaking utility lines that are within the Premises or service the Building, and Landlord shall not be liable to Tenant for damages or otherwise for any failure or interruption of any such utility service furnished to the Premises, unless caused by Landlord’s or its employees’ or agents’ gross negligence or willful misconduct.

9.

Real Estate Taxes and Assessments .  

Real Estate Taxes and Assessments .  Commencing and together with Tenant's payments of Base Rent hereunder, Tenant shall pay to Landlord ("Tenant's Monthly Tax Payments") an amount equal to one-twelfth (1/12) of the all real estate taxes, special assessment installments and other ad valorem governmental charges of any kind which are attributable to the Building and Premises during the Term (or any renewal term) (collectively, the “Taxes”).  As of the date hereof, Tenant's Monthly Tax Payments equal One Thousand Eight Hundred Eighty Six and 50/100 ($1,886.50) per month. Landlord acknowledges and agrees that Tenant's Tax Payments shall be held in escrow solely for the payment of the Taxes.  Landlord shall make timely payment of the Taxes, and in any event, prior to the penalty date and shall pay the same when and if available on a "discounted" basis. Tenant shall not be responsible for any late fees or penalties due to Landlord's failure to make timely payments.  Landlord shall forward to Tenant documentation evidencing the payment of all Taxes. In the event Landlord fails to pay any Taxes by the penalty date, Tenant shall have the option, but not the obligation, to pay such Taxes and demand Landlord immediately reimburse Tenant the amount of said Taxes, any applicable interest or penalties applied by the taxing body, and additional interest at the rate of ten (10) percent per annum until reimbursement and, unless paid within ten (10) days of such notice, Tenant shall have the right to offset such amounts from Base Rent and Tenant's Monthly Tax Payments until Tenant is reimbursed in full.

In addition, Tenant shall be responsible for paying any personal property taxes levied against Tenant’s personal property, equipment and trade fixtures located within the Premises.  If, due to a change in the method of taxation, any franchise, income, profit or other tax shall be levied against Landlord in substitution for or in lieu of any tax which would constitute a real estate tax, such franchise, income, profit or other tax shall be deemed to be Taxes for the foregoing purposes to the extent, and only to the extent, that such altered or new Taxes replace or are in lieu of an increase in the ad valorem governmental charges which Tenant has agreed to pay under the first sentence of this Paragraph 8. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not be required to pay any estate, inheritance, succession or transfer tax which may be payable on account of the Landlord's ownership of the Premises, and Tenant shall not be required to pay any income or similar tax on account of the transfer of Landlord's interest in the Premises or on account of the receipt by Landlord of the Base Rent hereunder unless such tax is in partial or complete substitution for the ad valorem taxes against the Premises which Tenant has agreed to pay under the first sentence of this Section 8.  

Once Tenant has reached the EBITDA Threshold, Tenant shall not be required to make Tenant's Tax Payments to Landlord and instead, Tenant shall have the right to pay the Taxes directly to the applicable taxing authority. Once such EBITDA Threshold has been met, Landlord shall forward to Tenant all bills and notices regarding the Taxes upon receipt.  Landlord agrees that Tenant may request the taxing authorities to send all statements for Taxes directly to Tenant and further agrees to execute any requests or consents required by the taxing authorities in connection therewith.  Tenant shall pay all such Taxes prior to the penalty date and shall forward to Landlord documentation evidencing the payment of all Taxes. In the event Tenant fails to pay any Taxes by the penalty date, Landlord shall have the option, but not the obligation, without limiting Landlord’s remedies hereunder, to pay such Taxes and demand Tenant immediately reimburse Landlord the amount of said Taxes, any applicable interest or penalties applied by the taxing body, and additional interest at the rate of ten (10) percent per annum until reimbursement.  Landlord shall not be responsible for any late fees or penalties due to Tenant’s failure to make timely payments.

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Landlord agrees that Tenant shall have the right, but not the duty, at its sole cost and expense, to contest the amount or legality of the Taxes which may be assessed against the Premises or Landlord which Tenant has agreed to pay hereunder and to make application for the reduction thereof or of any assessment upon the Premises, and Landlord agrees to execute or join in the execution of any instrument or document necessary in connection with such contest or application should Landlord be requested to do so by Tenant.  Tenant agrees to prosecute any such contest or application with due diligence and to provide Landlord with any necessary undertakings or agreements to the end that the title to the Premises shall not be prejudiced by any such contest or application.  Landlord and Tenant agree that any assessments against the Premises during the Term shall, wherever permitted by the taxing authority, be paid in installments over the longest period permitted by such taxing authority.

10.

Insurance and Indemnification .

A.

Tenant's Insurance Requirements .  Tenant shall at all times  during the Term, keep in full force and effect, at its sole cost and expense, with respect to the Building and Premises, the following types of insurance in the amounts specified:

(i)

A commercial general public liability policy of insurance with limits of liability not less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury or death, or property damage.

(ii)

Fire and extended coverage insurance covering the structure of the Building and all other structural improvements (excluding Tenant's trade fixtures, furnishings and equipment) against loss or damage by fire, flood, windstorm, hail, smoke damage and vandalism and malicious mischief and such other risks as are from time to time covered under an "extended coverage" endorsement in an amount equal to the full replacement cost of the Building, as reasonably determined by Landlord and Tenant.  The proceeds from any such policy shall be paid to the Landlord or Tenant pursuant to the terms and conditions set forth in Paragraph 13 of this Lease.  In the event Tenant elects not to reconstruct the Building, the proceeds from any such policy shall be paid to Landlord in accordance with the terms and conditions of Paragraph 13 below.  

All policies of insurance required to be maintained by Tenant under Paragraph 9(A)(i) and 9(A)(ii) shall be issued by an insurance company licensed to do business in Wisconsin with a “General Policyholders Rating” of at least A-, VI, and shall name Landlord and any other parties in interest designated by Landlord as additional insured and loss payee as their respective interests may appear, and shall contain a provision that the insurer will not cancel, change or fail to renew the insurance without giving Landlord thirty (30) days prior written notice.  Tenant's obligation to provide the insurance required under this subsection may be satisfied by a blanket policy or policies of insurance carried and maintained by Tenant provided that the coverage afforded Tenant will not be reduced or diminished or otherwise be different from that which would exist under a separate policy meeting the requirements of this Lease.  Tenant shall furnish to Landlord such evidence, including copies of such policies, as Landlord may require to ensure that the insurance referred to in this Paragraph 9 is in full force and effect and that the premiums therefor have been paid.  In the event of overlapping coverage between Tenant’s insurance and insurance carried by Landlord, Tenant’s insurance coverage will be deemed to be the primary coverage.

B.

Indemnification .  Subject to Section 9.C. of this Lease, Tenant shall indemnify and hold harmless Landlord, its members, employees, successors and assigns, from and against all claims, causes, causes of action, judgments, liabilities, obligations, losses, costs and expenses (including court costs and reasonable attorneys' fees) arising from, related to or as a result of: (a) any accident, injury, death, loss or damage whatsoever to any person or to the property of any person, including the person and property of Landlord and its employees, agents, clients, licensees, invitees, contractors and subtenants, that occurs during the Term or any renewal term, on or in the Land, Building, Premises, and/or (b) any act or omission of Tenant or any agent, contractor, officer, employee, subtenant, licensee, invitee or client of Tenant that occurs during the Term, on or in the Land, Building, Premises, excluding any claims based upon or arising directly out of the intentional acts, negligence or willful misconduct of Landlord.  It is understood and agreed that all personal property of any kind, nature or description whatsoever, kept, stored or maintained upon or in the Premises shall be kept, stored or maintained at the sole risk and responsibility of Tenant exclusively.  Subject to Paragraph 9.C. of this Lease, Landlord shall indemnify and hold harmless Tenant, its officers, shareholders, employees, successors and assigns from and against all claims, causes, causes of action, judgments, liabilities, obligations, losses, costs and expenses (including court costs and reasonable attorneys' fees) arising from, related to or as a result of any act of Landlord or any agent, contractor, officer, employee, licensee, invitee or client of Landlord at the Premises to the extent based upon or arising directly out of the intentional acts, negligence or willful misconduct of Landlord.  The foregoing indemnity obligations shall survive the cancellation or termination of this Lease.

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C.

Waiver of Subrogation .  Landlord and Tenant hereby release each other and their respective agents and employees from any and all liability to each other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by or resulting from risks insured against under fire or extended coverage casualty insurance carried by the parties and in force at the time of any such loss or damage; provided, however, that this release shall be applicable and in force and effect only with respect to loss or damage occurring during such time as the releaser’s policies contain a clause or endorsement to the effect that any such release shall not adversely affect or impair such policies or prejudice the right of the releaser to recover thereunder.  Landlord and Tenant each agrees that it will request its insurance carriers to include in its policies such a clause or endorsement, and will include such a clause only so long as it is includable without additional cost, or if there is an additional cost, only so long as the other party pays such additional cost.  Each party will notify the other of any such additional cost, and such other party may, at its election, pay the applicable amount.

11.

Alterations .  Except as to the Additions ( hereinafter defined), Tenant shall not commence any addition to the Building without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, and which shall, in the event not specifically rejected by Landlord within ten (10) days, be deemed to have been granted to Tenant.  Tenant shall have the right, without Landlord’s consent, to make repair and alterations ("Minor Alterations") to the Premises that do not (i) involve the expenditure of more than Fifty Thousand Dollars ($50,000.00) in connection with such alteration or repair or (ii) materially and adversely affect the Building systems or structure.  Without limiting the rights of Tenant under Paragraphs 13 and 14, all alterations, additions, improvements and fixtures (other than Tenant’s trade fixtures) made hereunder shall immediately become Landlord’s property and shall be considered part of the Building.  Tenant shall not permit any mechanics liens to be placed on the Land, Building or Premises other than inchoate mechanics liens for improvements as to which payment is not due or is in dispute.  If any mechanic’s lien is filed against the Land, Building or Premises for work claimed to have been done for, or materials claimed to have been furnished to Tenant, it shall be discharged by Tenant within sixty (60) days thereafter, at Tenant’s expense, by filing the bond required by law or by payment or otherwise.  In addition, Tenant shall defend, save and hold Landlord harmless from any such mechanic’s lien or claim, including, without limitation, Landlord’s reasonable attorney’s fees, costs and expenses actually incurred.

12.

Additions .  Tenant shall have the right from time to time during the Term, at Tenant’s sole cost and expense, to construct one or more additions to the Building or appurtenant structures on the Land (each, an “Addition” collectively the "Additions").  Tenant shall obtain Landlord’s prior written approval of the design and quality of all Additions, which approvals shall not be unreasonably withheld, conditioned or delayed if the design and quality of any Addition is reasonably compatible with the Building.  Tenant shall obtain all permits, approvals, and certificates required by any governmental body to construct any Addition, file an appropriate mechanics lien waiver at commencement of construction and, upon completion, obtain certificates of final approval and occupancy and shall deliver promptly the originals of all such permits, approvals and certificates to Landlord.  In the event that any Addition is constructed hereunder, such Addition(s) shall be included in the definition of Building and Premises and shall be deemed to be owned by Landlord, provided, however, Tenant shall not pay annual Base Rent for the Addition(s).  Tenant shall be fully responsible for any Taxes, operating expenses, maintenance costs or utilities for the Addition(s).  All Additions shall be made in compliance with all applicable governmental laws, rules, regulations and requirements, including, but not limited to, the Americans with Disabilities Act of 1990 and its implementing regulations, as then in effect, and all similar applicable state and local laws, rules and regulations.  Tenant will hold Landlord harmless and indemnify Landlord for all claims, demands, judgments, costs expenses (including reasonable attorneys' fees and disbursements), and losses arising out of or related to Tenant's failure to comply with the provisions of this Paragraph.  Tenant's obligation to hold Landlord harmless and indemnify Landlord, as set forth in this Paragraph 11, shall survive the expiration or earlier termination of this Lease.  

13.

Assignment and Subletting .  Except for Permitted Transfers (as defined below), Tenant covenants not to assign or transfer this Lease or sublet all or any part of the Building or Premises without the prior written consent of Landlord, which consent may not be unreasonably withheld.  In the event of any consented to assignment or transfer, Tenant shall remain fully liable to perform Tenant’s obligations under this Lease.  No consent by Landlord to any assignment, transfer, or subletting on any one occasion shall be deemed a consent to any subsequent assignment, transfer, or subletting by Tenant or by any successors, assigns, transferees, mortgagees or su