OFFICE / SHOWROOM / WAREHOUSE LEASE AGREEMENT

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EXHIBIT 10.47

OFFICE/SHOWROOM/WAREHOUSE
LEASE AGREEMENT
("Lease")

        This Lease is entered into by and between the Landlord and Tenant named below as of the last date shown on the signature page. This Lease consists of the following: this document and any attached exhibits (including floor plans, legal descriptions, site plans, premises layouts, guarantees or other items) and any amendments or addendums that are now or in the future executed by the parties.

         1.    Definitions and Basic Provisions.     The following definitions and basic provisions shall be used in conjunction with this Lease:

         (a)    "Landlord":     Walnut Hill /DBI Ventures, I, LP, a Texas limited partnership

         (b)    "Tenant":     E F Johnson Company

         (c)    "Full Premises":     1440 Corporate Dr., Irving, TX 75038

        The Full Premises are as described at Exhibit "A." The Full Premises consist of forty thousand (40,000) square feet of net leasable area. In determining net leasable area, all measurements are from underneath the roofline, except interior party walls where measurements are from centerline. Notwithstanding the above-described definition of the Full Premises, Tenant shall occupy portions of the Full Premises in accordance with the schedule listed below, and whatever the then existing area of the Full Premises shall be the "Premises" for purposes under this Lease regardless of the square footage occupied by Tenant in accordance with the take-down schedule below.

        The Premises shall be:

         (d)    "Lease term":     Ten (10) years and sixteen (16) days as follows:

•

Commencement date: December 17, 2003

•

Expiration date: December 31, 2013

         (e)    "Basic Rental" shall be:     

•

Six Thousand, Six Hundred, Seventy Dollars ($6,670.00) per month for period December 15, 2003 to March 31, 2004;

•

Ten Thousand Dollars ($10,000.00) per month for period April 1, 2004 to June 30, 2004;

•

Fifteen Thousand Dollars ($15,000.00) per month for period July 1, 2004 to September 30, 2004;

•

Twenty Thousand, Eight Hundred, Forty Dollars ($20,840.00) per month for period October 1, 2004 to December 31, 2004;

•

Twenty-Five Thousand, Eight Hundred, Forty Dollars ($25,840.00) per month for period January 1, 2005 to March 31, 2005;

•

Twenty-Nine Thousand, One Hundred, Seventy Dollars ($29,170.00) per month for period April 1, 2005 to June 30, 2005;

•

Thirty-Three Thousand, Three Hundred, Forty Dollars ($33,340.00) per month for period July 1, 2005 to December 31, 2008;

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•

Thirty-Three Thousand, Three Hundred, Seventy Dollars ($36,370.00) per month for period January 1, 2009 to December 31, 2013

         (f)    "Security deposit":     Fifty Thousand Dollars ($50,000.00) to be returned to Tenant at earlier of expiration of lease (as per paragraph 3) or closing and funding under the Purchase Option, as per paragraph 1(h).

         (g)    "Permitted use":     Operation of a Land Mobile Radio Company

         (h)    "Purchase Option":     From December 17, 2003 until August 15, 2005, so long as Tenant is not in material default of any provision of this Agreement at time of exercise, Tenant, and/or its parent company, EFJ, Inc, shall have the option to purchase the Premises for Three Million, Four Hundred Thousand Dollars ($3,400,000.00), plus any amounts payable under Section 6 below.

         (i)    Addresses and contact information of the parties:     

         2.    Lease Grant.     Landlord, in consideration of: (i) the Basic Rental, (ii) all other sums to be paid by Tenant under this Lease ("Additional Rental") and (iii) the other covenants and agreements to be performed by Tenant; hereby leases, demises and lets to Tenant the Premises (as defined in paragraph 1(c)) on the terms and conditions stated in this Lease commencing on the commencement date (as defined in paragraph 1(d), or as adjusted as provided below) and ending on the expiration date, unless sooner terminated as provided in this Lease. If this Lease is executed before the Premises become vacant, or otherwise available and ready for occupancy, or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises prior to the commencement date of this Lease, Landlord shall not be deemed to be in default hereunder, and Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same and such date shall be deemed to be the commencement date and this Lease shall continue for the lease term described in paragraph 1(d) above. Landlord waives payment of rent covering any period prior to the rendering of possession of the Premises to Tenant. If Tenant occupies the Premises prior to the commencement date specified in paragraph 1(d), the commencement date shall be altered to coincide with said occupancy and the ending date of the Lease remaining unchanged. Tenant is responsible for obtaining, at its expense, a certificate of occupancy for the Premises. Tenant shall promptly apply for the certificate of occupancy and diligently pursue all necessary approvals required to occupy and use the Premises for the purpose set out in this Lease. By occupying the Premises, Tenant shall be deemed to have acknowledged that the Premises (i) are suitable for Tenant's intended purpose (ii) are in good operating condition and (iii) comply fully with Landlord's obligations under this Lease.

         3.    Rent.     Tenant shall pay Basic Rental to Landlord without demand, deduction or set off, for each month of the entire Lease term. Until further notice, payments are due at the address set out in this Lease document. Tenant shall, contemporaneously with the execution of this Lease, pay Landlord the following: (i) the security deposit set out in paragraph 1(f) above and (ii) an initial one-and-one-half months installment of rent (as defined in paragraph 1(e)). A monthly installment in the amounts defined in paragraphs 1(e) above shall be due and payable on or before the first day of each succeeding calendar month during the Lease term. Rent for any fractional month at the beginning or end of the Lease term shall be prorated. The security deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the deposit shall not be considered an advance payment of any rental or a measure of Landlord's damages in case of default by Tenant. If Tenant fails to timely pay any sums due under this Lease or defaults in its obligations under this Lease, Landlord may, from time to time, without prejudice to any other remedy, use the security deposit to the extent necessary to make good any arrearages of Basic Rental or any damage, injury, expenses or liability to Landlord. Following any such application of the security deposit, Tenant shall immediately pay to Landlord, on demand, the amount so applied in order to

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restore the security deposit to its original amount. 30 days after termination of this Lease and vacating of the Premises by Tenant, Landlord shall return any remaining balance of the security deposit to Tenant so long as Tenant has full performed its obligations under this Lease and provided Landlord with written notice of its forwarding address. If Landlord transfers its interest in the Premises during the Lease term, Landlord may assign the security deposit to the transferee and thereafter shall have no further liability for the return of such security deposit.

        Time is of the essence as to all required payments by Tenant under any provision of this Lease. If any monthly installment of Basic Rental is not received by the Landlord on or before the 5th day of the month for which said monthly rental installment is due, a service charge of 10% of the delinquent installment shall become due and payable in addition to the monthly installment owed. The date that a check is dated or mailed is not relevant in determining Tenant's liability for a late fee; Landlords accounting records are the determining record of the date of receipt of a rent payment. The service charge is for the purpose of reimbursing Landlord for the extra costs and expenses incurred in connection with the handling and processing of late monthly rental. If the delinquent amount is not paid by the 1st day of the following month, then the delinquent amount (not including the service charge) shall bear interest at the lesser of: (1) 18 per cent per annum, or (2) the maximum lawful contract rate. Such interest shall begin to accrue on the 1st of the month following the delinquency and continue until payment of the delinquent amount is made.

        If any check that is tendered to Landlord by Tenant for any charges due under this Lease is returned to Landlord by Tenants financial institution for any reason (including but not limited to absence of Tenants signature, insufficient funds, stop payment, or closed account) then, in addition to any other liability of Tenant for the amount of the check, Tenant shall be liable to Landlord for a service fee of $50.00 for each returned check. Landlord has no obligation to redeposit any check that is returned for any reason and Tenant shall immediately cure the non-payment that has resulted from the returned check. If Landlord receives 2 or more returned checks during the term of this Lease, then Landlord may require that all future payments from Tenant be made by cashiers check.

         4.    Common Area Maintenance Fee.     

         (a)    Intentionally Deleted.     

         (b)    Intentionally Deleted.     

         (c)    Intentionally Deleted.     

         (d)    Intentionally Deleted.     

         (e)    Intentionally Deleted.     

         5.    Utilities and Services.     

         (a)    Utilities include the following: Water, wastewater, storm water, trash removal, gas, and electrical power. Tenant is responsible for paying the cost of all utilities.

         (b)    Intentionally Deleted.     

         (c)    Landlord shall have no liability for any impairment of any utility or other services to the Premises resulting from any stoppage, interruption or inadequacy. If there is any such impairment of utility or other services, Landlord shall not be liable for any resulting damages to either person, property or business operations and the impairment shall not: (i) constitute an eviction of Tenant, or (ii) entitle Tenant to any abatement or reduction of Tenant's obligations under this Lease.

         6.    Leasehold Improvements.     Leasehold improvements shall be made at the direction of the Tenant, subject to approval of Landlord not to be unreasonably withheld. The first Six Hundred Thousand Dollars ($600,000.00) of such improvements shall be paid by Landlord, and Basic Rental, per paragraph 1(e) shall not be altered in any manner as a result of such improvements. Any improvements exceeding this Six Hundred Thousand Dollar ($600,000.00) cap shall be the sole responsibility of the Tenant. In the event that Tenant exercises the Purchase Option in paragraph 1(h), the amount that improvements paid for by Landlord exceeds Two Hundred Thousand Dollars ($200,000.00) shall be added to the option price in paragraph 1(h).

         7.    Use.     Tenant shall use the Premises only for the permitted use (as defined in paragraph 1(g)). Tenant will not occupy or use the Premises, or permit any portion of the Premises to be occupied or used for any business or purpose other than the permitted use or for any use or purpose which is unlawful in part or in whole or deemed

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to be disreputable in any manner or extra hazardous on account of fire, nor permit anything to be done which will in any way increase the rate of fire insurance on the Building (as defined in Exhibit "B") or contents. If Tenants occupancy causes any increase in the rate of insurance on the Premises Tenant agrees to pay to Landlord the amount of such increase on demand and such increase shall be Additional Rental. Tenant will conduct its business and control its vendors; subcontractors; agents; employees and invitees in such a manner as not to create any nuisance, nor interfere with, annoy or disturb other tenants (if any), the Landlord or any property owners adjacent to the Project (as defined in Exhibit "B"). Tenant will maintain the Premises in a clean, healthful and safe condition and will comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction thereof), or property owners' associations with reference to use, condition or occupancy of Premises. Tenant shall not, without the prior express written consent of the Landlord do any of the following: (i) install or remove: partitions, electrical system components, or any part of the ceiling system (except for replacing damaged ceiling tiles), (ii) alter the plumbing fixtures, (iii) install or modify HVAC components (except for any required repairs), (iv) paint, install lighting or decoration, or install any signs, window or door lettering or advertising media of any type on or about the Premises. Access to the roof of the Premises is strictly limited to maintenance and repair activity by Landlord or qualified repair contractors approved in advance by Landlord. Tenant (including its employees, vendors, subcontractors, agent and invitees) shall make no penetrations of the roof, party walls or exterior walls for any reason without Landlords advance written consent. All alterations to the Premises that are approved by Landlord shall be maintained in good repair and operating condition.

         8.    Repairs and Maintenance.     

         (a)    By Landlord:     Except for reasonable wear and tear Landlord shall, at its expense, maintain in good repair and condition only the following portions of the Building: the foundation, and the structural soundness of the exterior walls (excluding all windows, window glass, plate glass, and all doors). Repairs to the roof and replacement of the roof are Landlord expense responsibility, except if such repairs are due to any act, omission, negligence or violation of this Lease by Tenant or its employees, vendors, subcontractors, agent and invitees. Tenant shall give immediate written notice to Landlord of any apparent need for repairs by Landlord of the items that Landlord is obligated to repair under this Lease; Landlord shall promptly perform any such repairs that Landlord in its reasonable judgment determines are necessary. Tenant shall have no claim for abatement of rent or damages (to persons, property or business operations) on account of the failure of or repair to any item that is Landlords obligation under this Lease. Landlord's liability for repairs shall be limited to the direct cost of the repair work.

         (b)    By Tenant:     Tenant shall at its expense and risk continuously maintain all other parts of the Full Premises, the Building and other improvements in the Project in good repair and condition, promptly comply with all laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority or property owners' association having jurisdiction over Tenant or the Project. Landlord shall not be required to make any alterations, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof or any other improvements or any personalty within the Premises (except as expressly provided for above) at all times during the term of this Lease, including but not limited to: pest control, repairs (including all necessary replacements) to the plumbing, windows, window glass, plate glass, electrical fixtures (such as lights, plugs, switches, wiring and breaker panels), interior and exterior doors (including hardware and locks), heating, ventilation and air-conditioning equipment, fire protection sprinkler system (if installed), and the interior of the Premises in general (such as walls, carpets, and ceiling tiles). Tenant shall pay before delinquency all charges for gas, water, electricity and any other utility services used in, on or for the Project during the term hereof by Tenant. All warranties and guarantees in effect on any of the items mentioned above will be for Tenant or Landlord's use as applicable. If any item for which Tenant is responsible is inoperable for any reason, Tenant shall promptly repair the item without regard to whether or not the items operation is currently essential to the particular use of the Premises by Tenant. If Tenant fails to properly and promptly maintain the Premises, Landlord may, after 10 days notice, elect to cause repairs or corrections to be made for the account of Tenant and the resulting costs be payable by Tenant to Landlord as Additional Rental on the next rental installment date. No notice is required if Landlord, in its sole judgment, determines that immediate repair action is necessary.

         (c)    Tenant, at Tenant's sole cost and expense, shall during the term of this Lease and any extensions thereof maintain a preventative maintenance service agreement on the HVAC system for the Premises with a HVAC contractor from time to time designated by Landlord.     The service agreement, shall, at a minimum, provide for filter replacement (on a frequency recommended by the contractor, but at least monthly) and inspection of belts and safety controls; bi-annual cleaning of the condenser coils (or more frequently if dictated by

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local conditions and experience, adjustment and calibration of thermostats and checking of refrigerant operating pressures and temperatures; and annual checking of heating systems and checking, adjusting and lubricating of bearings and drives as required. A copy of the service agreement shall be provided to Landlord.

         9.    Alterations and Improvements.     At the end or other termination of this Lease, Tenant shall deliver up the Premises with all improvements, equipment, fixtures and property (except as otherwise provided in this Lease) in good repair and condition, reasonable wear and tear excepted, and shall deliver to Landlord all keys and security system codes and accounts to the Premises. Tenant shall pay the cost of any repair necessary to restore the Premises to the condition in which they are to be delivered by Landlord. Tenant will not make or allow to be made any alterations or physical additions in or to the Premises without the prior written consent of Landlord. All alterations, additions or improvements (whether temporary or permanent in character) made in or upon the Premises either by Landlord or by Tenant with Landlord's consent shall be Landlord's property on termination of this Lease and shall remain on the Premises without compensation to Tenant; provided however, that if Landlord has specified that such alterations, additions or improvements shall be removed at the end of the lease term, then Tenant shall do so. All furniture, moveable trade fixtures and equipment installed by Tenant may be removed by Tenant at the termination of this Lease if Tenant so elects and shall be so removed if required by Landlord, or if not so removed shall, at the option of the Landlord, become the property of Landlord or Landlord may require removal at Tenant's risk and expense. All such installations, removals and restoration shall be accomplished in a good workmanlike manner so as not to damage the Premises or the foundation, structure, roof, walls, interior partitions, utility lines, plumbing, electrical lines or other utilities.

         10.    Reimbursement of Insurance and Taxes and Assessments.     Tenant shall pay, as Additional Rental, any and all insurance charges incurred by Landlord in relation to the Premises, the Building located thereon, and the Project. Tenant shall make any such payment on or before the later of (i) the date that is thirty (30) days prior to the due date thereof or (ii) thirty (30) days after Landlord provides Tenant with an invoice for such insurance charges. "Real Property Taxes and Assessments" shall mean the taxes and assessments imposed by municipal, county, state and district governmental authorities and any property owners' association(s), against the owner of real property, including, but not limited to, as a result of and relating to the ownership or use of the Premises or any rentals received therefrom. Tenant shall pay, as Additional Rental, any and all Real Property Taxes and Assessments relating to the Premises during the term of this Lease. Tenant shall make any such payment on or before the later of (i) the date that is thirty (30) days prior to the due date thereof or (ii) thirty (30) days after Landlord provides Tenant with an invoice for such Real Property Taxes and Assessments.

         11.    Assignments and Subletting.     Tenant shall not assign this Lease or sublet all or any part of the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if the proposed assignee or subtenant is of equal or greater creditworthiness than the Tenant and the use is not incompatible with the Building. Notwithstanding the foregoing, however, Tenant may assign or sublet this Lease, without Landlord's prior written consent, to any corporation or other entity which controls Tenant, which Tenant controls or is direct or directly controlled by or under common control with the Tenant or merges with Tenant.

         12.    Indemnity.     Landlord shall not be liable for and Tenant will indemnify and save harmless Landlord of and from all fines, suits, claims, demands, losses and actions (including attorneys' fees) for any injury, loss or damage to person or property on or about the Premises caused by: (i) the negligence, gross negligence, recklessness, intentional misc