Equipment Lease Agreement Dated 1-30-96

ASSOCIATES LEASING, INC. NAME AND ADDRESS OF LESSEE: NAME AND ADDRESS OF LESSOR: BOYDS WHEELS INC SUNSTON EQUIPMENT INC 8380 CERRITOS AVENUE 14133 E FREEWAY DRIVE STANTON, CA 90680 SANTA FE SPRINGS, CA 90670


DESCRIBE EQUIPMENT FULLY, INCLUDING MAKE, KIND OF UNIT, MODEL AND SERIAL NUMBERS AND ANY OTHER PERTINENT INFORMATION. EQUIPMENT LOCATION


ONE NEW KOMATSU FORKLIFT TRUCK, 8380 CERRITOS AVENUE
MODEL FG25T11 S/N 467474A 5000 LBS. STANTON, CA 90680
CAPACITY, 128" CV MAST, LPG (1) TANK, ORANGE COUNTY
42" FORKS SOLID PNEUMATIC TIRES


A. Term: 60 Months D. PAYMENT SCHEDULE: THE ADVANCE RENTAL PAYMENT IS
PAYABLE UPON DELIVERY OF THE LEASE APPLICATION TO
LESSOR. THE REMAINING RENTAL PAYMENTS ARE PAYABLE
MONTHLY ON THE FIRST DAY OF __________(MO/YR).


B. LIQUIDATION VALUE RATE 6.00% PER ANNUM E. RENTAL PAYMENTS: 60 Payments of $410.05


C. PURCHASE OPTION PRICE (if any) $1.00 F. ADVANCE RENTAL PAYMENT: FIRST RENTAL
(61st PAYMENT) APPLICABLE TAXES


DELIVERY AND ACCEPTANCE OF EQUIPMENT (CHECK APPROPRIATE BOX)


Lessee's obligations and liabilities under this Lease are absolute and
unconditional under all circumstances and regardless of any failure of
operations or loss of possession of any item of Equipment or the cessation
or interruption of Lessee's business for any reason whatsoever.


On 1-19-96, the Equipment leased under this Lease was delivered to Lessee
with all installation and other work necessary for the proper use of the
Equipment completed at a location agreed to by Lessee and the Equipment
was inspected by Lessee and found to be in satisfactory condition in all
respects and delivery thereof was unconditionally accepted by Lessee.


The Equipment leased under this Lease has not yet been delivered to or
accepted by Lessee and, upon delivery, Lessee agrees to execute such
delivery and acceptance certificate as Lessor or Lessor's assignee
requires.


THE UNDERSIGNED HEREBY AGREE TO ALL THE TERMS AND PROVISIONS SET FORTH ON BOTH
SIDES OF THIS LEASE.


LESSEE: BOYDS WHEELS INC LESSOR: SUNSTON EQUIPMENT INC By: REX A. OURS By: PETER WANG Title: CFO Title PRESIDENT Date 1/30/96 Federal Tax ID# 93-1000272 Date 1-30-96


TERMS AND PROVISIONS OF LEASE


1. LEASE: Lessor hereby leases to Lessee, and Lessee hereby hires and takes
from Lessor, under and subject to the terms and provisions hereof until
the end of the Term specified above ("Term"), the personal property
described above and on any supplemental schedule(s) identified as
constituting a part of this lease (herein, with all present and future
attachments, accessories, replacement parts, repairs, and additions, and
all proceeds thereof, referred to as "Equipment").


2. TERM AND RENTALS: This Lease is for the Term commencing on the date the
Equipment was delivered to Lessee. For the Term or any portion thereof,
Lessee agrees to pay to Lessor aggregate rentals equal to the sum of all
Rental Payments (including advance rentals) in accordance with the
Payment Schedule.


3. EFFECTIVE DATE: The terms and provisions hereof and the obligations and
liabilities of Lessee hereunder are effective on the date of Lessor's
acceptance of this Lease ("Effective Date"), even though the Term and
Lessee's obligation to pay the remaining Rental Payments may begin on a
later date.


4. PLACE OF PAYMENT AND OBLIGATION TO PAY: All Rental Payments are payable
without notice or demand. All amounts payable hereunder to Lessor are
payable at Lessor's address set forth herein or at such other address as
Lessor may specify from time to time in writing. Except as otherwise
specifically provided herein, Lessee's obligation to pay the Rental 2
Payments and all other amounts due or to become due hereunder shall be
absolute and unconditional under all circumstances, regardless of any
set-off, counterclaim, recoupment, defense or other claim whatsoever.


5. DELINQUENCY CHARGES: For each Rental Payment or other sum due hereunder
which is not paid when due, Lessee agrees to pay Lessor a delinquency
charge calculated thereon at the rate of 1-1/2% per month for the period
of delinquency or, at Lessor's options, 5% of such Rental Payment or
other sum due hereunder, provided that such a delinquency charge is not
prohibited by law, otherwise at the highest rate Lessee can legally
obligate itself to pay and/or Lessor can legally collect.


6. NO WARRANTIES BY LESSOR, MAINTENANCE, AND COMPLIANCE WITH LAWS: Lessor
makes no representations or warranties as to the character of this
transaction for tax or other purposes. Lessee acknowledges and agrees
that: the Equipment is of a size, design, capacity and manufacture
selected by Lessee; Lessor is not the manufacturer of the Equipment or
the manufacturer's agent: LESSEE LEASES THE EQUIPMENT "AS IS" AND LESSOR
HAS NOT MADE, AND DOES NOT MAKE, ANY REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, AS TO THE VALUE, CONDITION, QUALITY, MATERIAL, WORKMANSHIP,
DESIGN, CAPACITY, MERCHANTABILITY, DURABILITY, FITNESS OR SUITABILITY OF
THE EQUIPMENT FOR ANY USE OR PURPOSE, OR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED. Lessee will not assert any
claim whatsoever, regardless of cause, against Lessor. Lessee will not
bring any suit or claim against or make any settlement with the
manufacturer or seller to Lessor of the Equipment (both herein called
"Seller") without Lessor's prior written consent; and the selection,
servicing and maintaining of the Equipment shall be entirely at Lessee's
risk and expense. Lessee agrees, at its own cost and expense: (a) to
cause the Equipment to be operated with care and only by qualified
personnel in the regular course of Lessee's business; (b) to comply with
all applicable laws, rules and regulations relating to the Equipment,
with any published instructions or specifications of the Seller and with
all of the terms of any insurance policy covering the Equipment; (c) to
obtain, or sign any documents Lessor deems necessary and any
certificates of title required or permitted by law with respect to the
Equipment; (d) to maintain the Equipment in good operating condition,
repair and appearance; and (e) to furnish lessor promptly with such
financial statements and other information as Lessor may reasonably
request from time to time.


7. LIQUIDATION VALUE: "Liquidation Value" as of any date shall mean an
amount equal to the then present worth of all unaccrued Rental Payments
plus either (a) the then present worth of the Purchase Option Price, or
if no purchase option is offered, then (b) the present worth of the Fair
Market Value ("Fair Market Value" to be calculated by Lessor based on an
arm's length transaction between an informed and willing buyer and an
informed and willing seller under no compulsion to sell) of the
Equipment in the same condition as when received by Lessee, reasonable
wear and tear resulting from normal use thereof alone excepted. Present
worth shall be determined by discounting such unaccrued rental Payments
from their respective due dates at the Liquidation Value Rate and by
discounting the Purchase Option Price or the Fair Market Value of the
Equipment, whichever is applicable, from the last day of the Term at the
Liquidation Value Rate, compounded at the same intervals as such Rental
Payments are payable.


8. LOSS OR DESTRUCTION OF EQUIPMENT: On and after the Effective Date,
Lessee shall bear all risk of loss of, damage to, or destruction of the
Equipment. If, for any reason, any of the Equipment is lost, stolen,
destroyed or damaged beyond repair, Lessee shall (a) immediately and
fully inform Lessor with regard thereto, and (b) promptly pay to Lessor
the Liquidation Value calculated as of the date of payment thereof plus
all accrued and unpaid Rental Payments and all other amounts then due
and remaining unpaid. Any amounts actually received by Lessor from
Insurance or otherwise on Lessee's behalf for such loss or damage shall
be applied to reduce Lessee's obligation under this paragraph. Except as
expressly provided herein, the total or partial destruction of the
Equipment or the total or partial loss of use or possession thereof to
Lessee, shall not release or relieve Lessee from its obligations and
liabilities under this Lease.


9. INSURANCE: Lessee agrees to procure and maintain at all times on and
after the Effective Date such liability, physical damage and other
insurance as Lessor may require from time to time, and to immediately
furnish evidence thereof satisfactory to Lessor. Lessee agrees that all
such insurance shall be in form and amount and with insurers
satisfactory to Lessor, and that Lessee will deliver promptly to Lessor
certificates or, upon request, policies satisfactory to Lessor
evidencing such insurance. All liability policies shall name Lessor as
an additional insured, and all physical damage policies shall provide
that payment thereof shall be made to Lessor and Lessee as their
interests may appear. Each policy shall provide that Lessor's interest
therein shall not be invalidated by any acts, omissions or neglect of
anyone other than Lessor, and shall contain insurer's agreement to give
Lessor 30 days prior written notice before cancellation or any material
change in the policy shall be effective as to Lessor, whether such
cancellation or change is at the direction of Lessee or the insurer.


10. TAXES: Lessee shall be liable for all taxes, levies, duties,
assessments, and other governmental charges (including any penalties and
interest, and any fees for titles or registration) levied or assessed
against Lessee, Lessor or the Equipment, upon or with respect to the
lease or the purchase, use, operation, leasing, ownership, value, return
or other disposition of the Equipment, or the rent, earnings or receipts
arising therefrom, exclusive, however, of any taxes based on Lessor's
net income. Unless Lessor notifies Lessee otherwise, Lessor will file
all returns and remit all personal property taxes applicable to the
Equipment. Lessee agrees to reimburse Lessor for all such personal
property taxes immediately upon receipt of Lessor's invoice. If
requested, Lessee agrees to file promptly on behalf of Lessor all
requested tax returns and reports concerning the Equipment in form
satisfactory to Lessor, with all appropriate governmental agencies and
to mail a copy thereof to Lessor concurrently with the filing thereof.
Lessee further agrees to keep or cause to be kept and made available to
Lessor any and all necessary records relevant to the use of the
Equipment and pertaining to the aforesaid taxes, assessments and other
governmental charges. The obligations arising under this paragraph shall
survive payment of all other obligations under this Lease and the
termination of this Lease. 3 11. LESSOR'S TITLE, STORAGE AND IDENTIFICATION OF EQUIPMENT: Title to the
Equipment will at all times remain in Lessor and Lessee will at all
times, at its own cost and expense, protect and defend the title of
Lessor from an against all claims, liens and legal processes of
creditors of Lessee and keep the Equipment free and clear from all such
claims, liens and processes. Lessee agrees not to alter or modify the
Equipment without first obtaining in each instance the prior written
approval of Lessor. Upon the expiration or termination of this Lease,
Lessee, at Lessee's sole expense, shall return the Equipment
unencumbered to Lessor at a place to be designated by Lessor, and in the
same condition as when received by Lessee, reasonable wear and tear
resulting from normal use thereof alone excepted. Lessee shall, u ...