LOGO HELLER] 205 Mill Road Edison, NJ 08837 (732) 287-4880 FAX (732) 287-5033

Exhibit 10.31.2

[LOGO HELLER]		205 Mill Road Edison, NJ 00000 (000) 000-0000 FAX (000) 000-0000
X. Xxxxxx

February 2, 2001

Joshen Paper and Packaging Company

0000 Xxxxx Xxxxxx

Cuyahoga Heights, Ohio 44105

RE:  Lease dated June 3, 1999 97,194 Square Foot Building 00 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxx, XX

Gentlemen:

Enclosed herewith please find two (2) executed copies of a Landlord Waiver and Subordination Agreement in favor of Bank One, N.A. for the above referenced location.

In consideration of our granting the Landlord Waiver, you have agreed to increase the security deposit being held under the above Lease from $123,436.00 to $154,370.00.

Accordingly, Section 27.01(a) of the Lease is hereby amended by deleting “$123,436.00” stated therein and replacing same with “$154,370.00”.

By their signatures below, Xxxxxxxx and Tenant hereby acknowledge that this letter shall be deemed to represent a First Amendment to Lease; and all of the applicable terms and conditions of the Lease dated June 3, 1999 shall remain in full force and effect throughout the Term of the Lease, and any extensions thereof.

This letter shall also serve to acknowledge Landlord’s receipt of Irrevocable Standby Letter of Credit No. STR17262 dated January 11, 2001 in the amount of $154.370.00 and Amendment to Letter of Credit dated January 26, 2001 issued by Bank One, N.A.

Please signify your agreement with the above by signing all four (4) copies of this letter where indicated below, and return same to us. Two (2) fully signed copies of this agreement will then be returned to you for your files.

ATTEST:				XXXXXX, XXXXX, XXXXXXX, XXXX – EDISON,     LANDLORD     by: XXXXXX INDUSTRIAL PARKS, INC.,           Manager
/s/ Xxxxxx X. Xxxxxxx						by:		/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxx                                 Secretary								Xxxxxxx X. Xxxxxxxx                             President
ATTEST:				JOSHEN PAPER AND PACKAGING COMPANY, TENANT
/s/ Xxxxxx Xxxxx						by:		/s/ Xxx Xxxxxx
Xxxxxx Xxxxx, CFO								Xxx Xxxxxx, President Ingenuity in distribution center site location and construction.