Form: 10-K405

Annual report [Sections 13 and 15(d), S-K Item 405]

March 30, 2000

COMMERCIAL LEASE

Published on March 30, 2000


COMMERCIAL LEASE
----------------


THIS INDENTURE WITNESSETH, that MERVIN D. LUNG of St. Joseph County,
Indiana, hereinafter referred to as "LESSOR", leases to PATRICK INDUSTRIES,
INC., an Indiana Corporation with principal offices in Elkhart County, Indiana,
hereinafter referred to as "LESSEE", for and in consideration of the covenants
and agreements hereinafter mentioned, that real estate located in McLennan
County, Texas, and more particularly described on Exhibit "A" attached hereto
and made a part hereof, to have and to hold unto the Lessee from October 1,
1999, to and including September 30, 2004, and the Lessee in consideration of
said grant does hereby covenant and agree with the Lessor as follows:

1) That Lessee represents it will use said premises for
manufacturing, warehousing, and office purposes only, all in
conformity with applicable ordinances, laws, and regulations.

2) Lessee will pay, as rent for said premises, to the Lessor at such
place as the Lessor from time to time hereafter may designate in
writing, in equal monthly installments of Twenty Five Thousand
Twenty-nine Dollars ($25,029.00) each commencing on the 1st day of
October, 1999, and on the first day of each succeeding consecutive
month thereafter during the first year of this lease to and
including the 1st day of September, 2000. It is mutually agreed by
the parties that the Lessor shall have the option to increase the
monthly rental at each one year anniversary date of this Lease
term, by a factor no greater than the percentage increase from the
applicable prior year in the "Consumer Price Index - All Urban
Consumers" as published by the "Bureau of Labor Statistics" or a
comparable index if the aforementioned one is not available. If
said option is exercised and the applicable monthly rental is
increased, said increase shall continue in effect until further
modified by the terms of this paragraph of this Commercial Lease.

Lessee shall further pay as additional rent the following:

A. Real estate taxes levied and/or assessed against the
leased premises by the State of Texas and/or any political
subdivision thereof commencing with the first installment
of said taxes payable after October 1, 1999, and ending
with the last installment of taxes payable prior to
September 30, 2004. In the event that there would be any
arrearage in real estate taxes, levied and/or assessed
against the Leased premises by



the State of Texas, for any period of time prior to this
Lease term, by the terms of a predecessor Commercial
Lease, Lessee shall be responsible for said taxes.

B. Insurance premiums for fire, extended coverage and hazard
insurance on the improvements located on the leases
premises when and as the same fall due during the term
commencing on the effective date of this Lease, said
insurance to be in the amounts and with the limits of
liability as hereinafter stated.

3) Lessee has examined and knows the condition of said premises and
has received the same in good order and repair, except as herein
otherwise specified on Exhibit "B" attached hereto and made a part
thereof and that no representations as to the condition of repair
thereof have been made by the Lessor or his representative, prior
to or at the execution of this Lease that are not herein expressed
or endorsed hereon and that Lessee will keep the interior and
exterior of said premises in good repair, including the roof,
walls, overhead door systems, passage doors and windows, replacing
all broken glass with glass of the same size and quality as that
broken, and will keep said premises and appurtenances, as well as
all eaves, downspouting, catch basins, drains stools, lavatories,
sidewalks, adjoining alleys and all other facilities and equipment
in connection with said premises, in a clean and healthy
condition, according to the city ordinances, and the direction of
the proper public officers, during the term of this Lease in any
way, will yield up said premises to Lessor in good condition and
repair (loss by fire and ordinary wear excepted) and will deliver
the keys to Lessor.

4) Lessor shall not be liable for damages caused by failure to keep
said premises in repair and shall not be liable for any damage
done or occasioned by or from plumbing, gas, water, steam or other
pipes, or sewage, or the bursting or leaking of plumbing or
heating fixtures or waste or soil pipe existing in connection with
said building or premises, nor for damage occasioned by water,
snow or ice being upon said sidewalks or coming through the roof,
skylight, trap door or otherwise, nor for any damages arising from
negligence of co-tenants or other occupants of the same building,
or the agents, employees or servants of any of them, or of any
owners or occupants of adjacent or contiguous property.


5) Lessor shall not be liable for any injury to the Lessee or any
other person, occurring on, adjacent to or in front of said
premises, irrespective of whether said injury is caused by a
defect in said premises or by reason of said premises becoming out
of repair or arising from another cause whatsoever, and the Lessor
shall not be liable for damage to Lessee's property or to the
property of any other person which may be located in or upon said
premises and the Lessee agrees to indemnify and save harmless the
Lessor from any and all claims arising out of injuries to persons
or property occurring on or about said premises.

During the term of this Lease the Lessee shall maintain at its
expense, for the benefit of Lessor and Lessee and naming both
Lessor and Lessee as insured parties, liability insurance with
limits of not less than Five Million Dollars ($5,000,000.00) per
injury or occurrence and Two Million Dollars ($2,000,000.00)
property damage. Lessee shall deliver from time to time during the
term of this Lease to Lessor evidence of the existence of such
liability insurance.

6) Lessee shall further maintain at its sole expense for the benefit
of Lessor during the entire term of this Lease fire, extended
coverage and hazard insurance on the improvements now located on
the leased premises in an amount equal to the insurable
replacement cost of said premises. It is agreed by and between the
parties hereto that the present improvements located on the leased
premises have an initial insurable replacement value in the sum of
________________ Dollars ($_________________). Lessee shall
further deliver to Lessor certificates of insurance issued by the
insuror of said improvement and from time to time when as the
premiums on said insurance become due and payable shall further
provide Lessor with evidence of the payment of said premiums.

In the event Lessee shall construct or erect any further
improvements upon said leased premises and/or make any additions
or alterations to the existing improvements located upon said
premises during the term of this Lease, Lessee, at its expense,
shall insure said additional





improvements or additions to present improvements in an amount not
less than the costs of such further improvements or additions.

7) The parties agree that Lessee may sublet all or any portion of
said premises during the term of this Lease with the prior written
consent of Lessor. Upon the provision of said Written Consent,
Lessee shall deliver copies of any such subleases within five (5)
days after the execution thereof and provided, further, that
Lessee shall not grant any rights to any such subtenant in excess
of the rights and duties granted Lessee herein.

8) Lessee shall not assign this Lease or any part thereof without the
written consent of the Lessor first had and obtained, and will not
permit any transfer by operation of law of any interest in said
premises acquired through this Lease and will not permit said
premises to be used for any unlawful purpose or purposes which
will injure the reputation of the same or of the building of which
it is a part, nor disturb the tenants of such building or of the
neighborhood.

9) No alterations, changes, or additions in said leased premises
shall be made without first submitting written plans and
specifications for the same to the Lessor and obtaining his
written consent to make the same. Lessor shall not unreasonably
withhold his consent. In the event of any such remodeling,
alterations, or additions, Lessee shall make the same at its own
expense and shall promptly pay for all materials and labor
involved in making the same. Lessee shall not permit any liens or
claims or demands of any nature to exist against the Lessor or the
leases premises. In the event any lien, claim, or demand of any
action for enforcing the same shall be filed for made against the
Lessor or said premises, the Lessee shall defend the same at its
own expense and Lessee hereby agrees to indemnify and hold
harmless the Lessor from any and all liability or expense arising
by virtue of such claim, demand, or lien or the defense of any
action filed to enforce the same. Any such alterations, changes,
or additions shall, when made, become a part of the leased
premises and remain thereon as the property of the Lessor at the
termination of said Lease at the option of the





Lessor, and if the Lessor shall require the Lessee to restore the
premises or any portion thereof to the original condition in which
it was before this Lease is executed, then the Lessee shall
restore said premises or portion to such condition at its own
expense, and all of the provision of this lease with reference to
such restoration contracts, liens, demands and expenses shall
apply to said restoration as well as the original alterations.
Upon the expiration of this Lease, Lessee shall be entitled to
remove its trade fixtures and equipment provided that Lessee
shall, at its sole expense, restore said premises to good
condition after such removal.

10) Lessee shall allow Lessor free access to the premises for the
purpose of examining or exhibiting the same and also to allow the
Lessor, within forty-five (45) days of the termination of this
Lease, to place upon said premises "For Sale" or "For Rent" signs.

11) Lessee shall promptly pay and discharge all store license taxes
and all general personal property taxes or special license fees
that may be assessed or levied by any lawful authority against the
property of Lessee or any subtenants on, against or by virtue of
the business conducted in or on the demised premises during the
term of this Lease.

12) Lessee shall promptly pay (in addition to the rents above
specified) all water, sewerage, electric, power, gas and heating
bills taxed, levied, or charged against the premises for and
during the entire term of this Lease.

13) Lessee covenants that should it make default in its agreement to
pay the rent above provided to be paid, or any part thereof, or in
any of the other covenants and agreements herein contained, it
will at once deliver peaceable possession of said premises to the
Lessor, and failing to do so, it shall be lawful for the Lessor,
its successors or assigns, without notice, to declare the said
term ended, and to re-enter said demises premises, or any part
thereof, either with or without process of law, and to expel,
remove and put out the Lessee, or any person or persons occupying
the same, using such force as may be necessary so to do, and to
repossess




and use said premises as before this demise, without prejudice to
any remedies which might otherwise be used for arrears of rent or
preceding breach of covenants.

14) That after the service of notice, or the commencement of a suit,
or after final judgment for possession of said premises, Lessor
may receive and collect any rent due and the payment of said rent
shall not waive or affect said notice, said suit or said judgment.

15) If the Lessee shall make any assignment for the benefit of
creditors or if a receiver is appointed for the Lessee or its
assets or of the Lessor's interest under this Lease, and if the
appointment of a receiver is not vacated within five (5) days, or
if a voluntary or involuntary petition is filed by or against
Lessee under the Bankruptcy Act, the Lessor may, upon giving the
Lessee ten (10) days notice of such election, either terminate
Lessee's right to the possession of the demises premises or
terminate this Lease as in the case of a violation by the Lessee
of any of the terms, covenants, or conditions of this Lease.

16) It is agreed by the parties hereto that in the event Lessee is
declared bankrupt or voluntarily offers to creditors terms of
composition or in case a receiver is appointed to take charge of
and conduct the affairs of the Lessee, then Lessor shall have the
right of immediate possession of said premises.

17) That in case said premises shall be so injured by fire, windstorm,
or other catastrophe as to be rendered untenantable, within thirty
(30) days thereafter, it shall be optional with the Lessor only to
terminate the Lease by written notice at the end of such thirty
(30) days, in which case rent shall be paid at the agreed rate
above provided up to the time of such fire; but in case such
injuries are repaired and the premises rendered tenantable within
thirty (30) days, the right to terminate this Lease for such cause
shall not exist: provided, that nothing herein contained shall
relieve the Lessee from liability for rent or damages where such
damage or destruction shall be caused by the carelessness,
negligence or improper conduct of the Lessee, its agents or
servants.



18) It is expressly agreed that no waiver nor apparent waiver, nor the
failure of Lessor to require strict performance of any condition,
covenant, or agreement shall estop the Lessor from enforcing such
condition, covenant, or agreement, nor any other condition,
covenant, or agreement shall at any time be implied.

19) At the expiration of this Lease, by lapse of time or otherwise,
Lessee will yield up immediate possession to Lessor, and failing
so to do, will pay as liquidated damages for each day such
possession is withheld, a sum equal or two (2) times the per diem
rental; but the provisions of this clause shall not be held as a
waiver by Lessor of any rights of re-entry as herein set forth,
nor shall the receipt of said rent or any part thereof, or any
other act in apparent affirmance of tenancy, operate as a waiver
of the right to forfeit this Lease and the term hereby granted for
the period still unexpired, for any breach of any of the covenants
herein.

20) It is also agreed that the Lessee shall pay and discharge all
reasonable costs, attorney's fees, and expenses which shall be
made and incurred by the Lessor in enforcing the covenants and
agreements of this Lease, including the agreement to deliver
possession for any reason herein provided, and all the parties to
this Lease agree that the covenants and agreements herein
contained shall be binding upon, apply and inure to their
respective heirs executors, administrators, successors and
assigns, and the terms "Lessor" and "Lessee" shall embrace all of
the parties hereto irrespective of number or gender.

21) It is agreed that all payments herein provided to be made shall be
made without relief from valuation or appraisement laws, and all
payments required to be made at the time due shall bear interest
at the rate of eighteen percent (18%) per annum, from date of
delinquency.

22) At any time prior to April 1, 2004, provided that Lessee shall
then have complied with and performed all of the agreements to be
performed by Lessee herein, Lessee shall have the option to renew
the lease for an additional term commencing October 1, 2004, and
ending September 30, 2009. Lessee shall exercise said option by
giving Lessor notice of the exercise thereof in writing, addressed
to Lessor as hereinafter stated, certified mail, return receipt
requested, which



notice shall be mailed to Lessor not later than April 1, 2004. In
the event Lessee fails to serve notice of the exercise of its
option to renew this Lease as hereinabove provided shall expire
and be of no further force and effect, it being agreed by the
parties that time is of the essence of receipt of notice of such
exercise.

In the event said option is exercised, the basic rental for the
additional term shall be renegotiated between Lessor and Lessee.
All other provisions of the Lease shall be the same as for the
initial term, including the provisions relative to additional
rent. In the event Lessor and Lessee are unable to agree in
writing upon the amount of basic rental agreeable during the
renewal term on or before July 1, 2004, said notice of exercise of
such option to renew shall be deemed ineffective for all purposes
and said Lease shall automatically expire upon the expiration of
the initial term.

23) Each of said parties does each herewith and hereby release and
relieve the other and waiver their entire right of recovery
against the other for loss or damage arising out of or incident to
the perils of fire, explosion, or other peril described in the
"Extended Coverage" insurance endorsement approved for use in the
state where the above property is located, which occurs in, on or
about the premises, whether due to the negligence of any said
parties, their agents or employees or otherwise.

24) In the event the leased premises or any portion thereof shall be
acquired or condemned by eminent domain for any public or
quasi-public use or purposes, Lessor may terminate this Lease in
which event said Lease shall terminate and cease on the date upon
which the condemning authority shall take possession of the leased
premises so condemned. Lessee shall continue to perform the
obligations imposed upon it by the terms of this Lease until said
date.

Further, in the event of any such acquisition or condemnation by
eminent domain, Lessee shall have no claim against the Lessors or
the condemning authority for the value of the unexpired term of
this Lease and Lessee shall not be entitled to any part of the
award paid for



the condemnation or acquisition of the leased premises, it being
agreed that Lessor shall be entitled to receive the full amount of
such award and it being further agreed that Lessee hereby
expressly waives any right or claim against any portion of said
award. Lessee shall have the right to claim and recover from the
condemning authority, but not from the Lessor, such compensation
as may be separately awarded or recoverable by the Lessee in
Lessee's own right on account of any and all damages to Lessee's
business by reason of such acquisition or condemnation and for or
on account of any cost to which Lessee might be put in removing
Lessee's equipment, fixtures, inventory, and other property from
the leased premises.

25) Nothing herein contained shall be construed as prohibiting Lessor
from assigning its right, title, and interest in and to the leased
premises, subject to the terms of this Lease, to any third party.

26) At the expiration of the lease, whether by lapse of time or
otherwise, Lessor and Lessee shall make a joint inspection of the
leased premises to determine the then present condition thereof.
In the event said leased premises are damaged, or in the event the
Lessee has committed waste and in the further event that the
premises are not in then good condition and repair, ordinary wear
and tear excepted, Lessor shall cause said premises to be restored
to good condition and repair at Lessee's expense. Lessee shall pay
the cost of such repair and restoration within ten (10) days after
receipt of notice from Lessor. 27) Until further notice in written
form is given by either of the parties hereto, all notices and/or
rent to be delivered to the opposite party shall be mailed as
follows:

TO LESSOR:
Mervin D. Lung
5020 Lincolnway East
Mishawaka, IN 46544

TO LESSEE:
Patrick Industries, Inc.
1800 South 14th Street


Elkhart, IN 46516

28) Lessor covenants and agrees that so long as Lessee shall perform
all of the terms, conditions, covenants, and agreements to be kept
by Lessee, Lessee shall have the quiet enjoyment of the leased
premises.

29) The parties agree that a memorandum of lease in a form approved in
writing by Lessor, may be recorded in the records of McLennan
County, Texas.

30) This Lease is executed by duly authorized officers of the Lessee
for and on behalf of the Lessee and the persons executing this
Lease for and on behalf of the Lessee acknowledge and state that
they have full power and authority to execute this Lease pursuant
to law, the by-laws of Lessee corporation and authority of
Lessee's board of directors.

Dated effective this 30th day of September , 1999.

_Mervin D. Lung__________
Mervin D. Lung
(LESSOR)


PATRICK INDUSTRIES, INC.



_David D. Lung___________
David D. Lung
President

ATTEST:



_Keith V. Kankel_________________ (LESSEE)
Keith V. Kankel, Secretary/Treasurer




STATE OF INDIANA )
) SS:
COUNTY OF ST. JOSEPH )


Before me, a Notary Public in and for said County and State,
personally appeared Mervin D. Lung and acknowledged the execution of
the above foregoing Commercial Lease as Lessor.

WITNESS my hand and Notarial Seal this 30th day of September ,
1999.



Thomas M. Walz
Thomas M. Walz Notary Public
Residing in St. Joseph County, IN

My Commission Expires
08/27/2006
---------------------



STATE OF INDIANA )
) SS:
COUNTY OF ___________ )


Before me, a Notary Public in and for said County and State,
personally appeared David D. Lung and Keith V. Kankel, the
Vice-President and Secretary/Treasurer, respectively, of PATRICK
INDUSTRIES, INC., an Indiana Corporation, and acknowledged the
execution of the above and foregoing Commercial Lease for and on behalf
of said corporation in their respective representative capacities being
authorized by it so to do.

WITNESS my hand and Notarial Seal this _______ day of
___________, 1999.



------------------------
________________, Notary Public
Residing in __________ County, IN

My Commission Expires
------------





EXHIBIT "A"

REAL ESTATE DESCRIPTION
-----------------------

BEING 13.15 acres of land in the Jacob Walker League, McLennan County,
Texas, and being all that certain Tract Two as described in a deed from
the Waco Industrial Foundation to Patrick Industries, Inc., as recorded
March 13, 1980, in Col. 1347, Pg. 763 of the Deed Records of McLennan
County, Texas, described by metes and bounds as follows: BEGINNING at a
nail being the northwest corner of said Tract Two, being also in the
center of the Old Fort Graham Road; THENCE N 57 deg 3 min 54 sec E with
the north line of said Tract Two passing an iron at 25.0 feet
continuing for a total distance of 1120.3 feet to an iron stake for a
corner being the northeast corner of said tract; THENCE S 30 deg 15 min
27 sec E with the cast line of said TRACT TWO a distance of 407.57 feet
to an iron stake for a corner being in the northwest line of Texas
Central Railroad; THENCE S 18 deg 48 min 15 sec W with said railroad
R.O.W. a distance of 225.59 feet to an iron stake for a corner being
the southeast corner of said Tract Two; THENCE S 60 deg 32 min W with
the south line of said Tract Two, passing an iron stake at a distance
of 921.03 feet, continuing for a total distance of 946.03 feet to a
nail for a corner being the southwest corner of said Tract Two, being
also in the center line of Old Fort Graham Road; THENCE N 30 deg 34 min
32 sec W with the west line of said Tract Two a distance of 490.0 feet
to the place of beginning containing 13.15 acres of land more or less,
of which .028 acre is being used as a public road, and 0.25 acre is
being used as a private gravel drive, ingress, egress easement.





EXHIBIT "B"

EXCEPTIONS TO CONDITION
-----------------------