Lease of 17924 Us Highway 31

THIS LEASE ("this Lease") dated this 1st day of July, 2005


BETWEEN:


Lowell G. Hancher, Jr. ("Landlord") Address: 1176 Pebblebrook Drive Noblesville, Indiana 46060 tel: 317-896-5304 fax: 317-867-0763 OF THE FIRST PART


- - AND -


Legend Motors Worldwide, Inc. ("Tenant") Address: 17924 US Highway 31 North Westfield, Indiana 46074 tel: 317-867-2852 fax: 317-867-8580 OF THE SECOND PART


IN CONSIDERATION OF Landlord leasing certain premises to Tenant, Tenant leasing those premises from Landlord and the mutual benefits and obligations set forth in this Lease, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Lease agree as follows:


1. Basic Terms. The following basic terms are hereby approved by the parties and each reference in this Lease to any of the basic terms will be construed to include the provisions set forth below as well as all of the additional terms and conditions of the applicable sections of this Lease where such basic terms are more fully set forth:


a) Landlord: Lowell G. Hancher, Jr. b) Address of Landlord: 1176 Pebblebrook Drive, Noblesville,
Indiana 46060 c) Tenant: Legend Motors Worldwide, Inc d) Address of Tenant: 17924 US Highway 31 N., Westfield, Indiana
46074 e) Term of Lease: Five (5) years f) Commencement Date of Lease: July 1, 2005 g) Base Rent: $6,500.00 per month h) Permitted Use of Premises: Legal use, refer to section 4 below i) Advance Rent: First and last month's rent j) Security/Damage Deposit: None


2. Definitions. When used in this Lease, the following expressions will have the meanings indicated:


a) "Additional Rent" means all amounts payable by Tenant under this Lease except Base Rent, whether or not specifically designated as Additional Rent elsewhere in this Lease;


b) "Building" means all buildings, improvements, equipment, fixtures, property and facilities from time to time located at 17924 US Highway 31 North, Westfield, Indiana 46074, as from time to time altered, expanded or reduced by Landlord in its sole discretion;


c) "Common Areas and Facilities" mean:


i. those portions of the Building areas, buildings, improvements, facilities, utilities, equipment and installations in or forming part of the Building which from time to time are not designated or intended by Landlord to be leased to tenants of the Building including, without limitation, exterior weather walls, roofs, entrances and exits, parking areas, driveways, loading docks and area, storage, mechanical and electrical rooms, areas above and below leasable premises and not included within leasable premises, security and alarm equipment, grassed and landscaped areas, retaining walls and maintenance, cleaning and operating equipment serving the Building; and


ii. those lands, areas, buildings, improvements, facilities, utilities, equipment and installations which serve or are for the useful benefit of the Building, the tenants of the Building or Landlord and those having business with them, whether or not located within, adjacent to or near the Building and which are designated from time to time by the Landlord as part of the Common Areas and Facilities.


d) "Leasable Area" means with respect to any rentable premises, the area expressed in square feet of all floor space including floor space of mezzanines, if any, determined, calculated and certified by the Landlord and measured from the exterior face of all exterior walls, doors and windows, including walls, doors and windows separating the rentable premises from enclosed Common Areas and Facilities, if any, and from the center line of all interior walls separating the rentable premises from adjoining rentable premises. There will be no deduction or exclusion for any space occupied by or used for columns, ducts or other structural elements;


e) "Premises" means the building at 17924 US Highway 31 North, Westfield, Indiana 46074;


f) "Proportionate Share" means a fraction, the numerator of which is the Leasable Area of the Premises and the denominator of which is the aggregate of the Leasable Area of all rentable premises in the Building.


3. Intent of Lease. It is the intent of this Lease and agreed to by the parties to this Lease that this Lease will be absolutely carefree triple net to Landlord such that, all and every cost, expense, rate, tax or charge in any way related to the Premises, to the operation of the Building and to Tenant's share of Operating Costs will be borne by Tenant for its own account and without any variation, setoff or deduction whatsoever, save as specifically provided in this Lease to the contrary.


4. Permitted Use of the Leased Premises. Landlord agrees to rent to Tenant the Premises for only the permitted use ("Permitted Use") of a Legal use. Neither the Premises nor any part of the Premises will be used at any time during the term of this Lease by Tenant for any purpose other than the Permitted Use.


a) No pets or animals are allowed to be kept in or about the Premises or in any common areas in the building containing the Premises without the prior written permission of the Landlord. Upon thirty (30) days notice, Landlord may revoke any consent previously given under this clause.


b) Subject to the provisions of this Lease, Tenant is entitled to the use of parking ('Parking') on or about the Premises. Only properly insured motor vehicles may be parked in Tenant's space.


c) Landlord reserves the right in its reasonable discretion to alter, reconstruct, expand, withdraw from or add to the Building from time to time. In the exercise of those rights, Landlord undertakes to use reasonable efforts to minimize any interference with the visibility of the Premises and to use reasonable efforts to ensure that direct entrance to and exit from the Premises is maintained.


d) Landlord reserves the right for itself and for all persons authorized by it, to erect, use and maintain wiring, mains, pipes and conduits and other means of distributing services in and through the Premises, and at all reasonable times to enter upon the Premises for the purpose of installation, maintenance or repair, and such entry will not be an interference with Tenant's possession under this Lease.


e) Landlord reserves the right, when necessary by reason of accident or in order to make repairs, alterations or improvements relating to the Premises or to other portions of the Building to cause temporary obstruction to the Common Areas and Facilities as reasonably necessary and to interrupt or suspend the supply of electricity, water and other services to the Premises until the repairs, alterations or improvements have been completed. There will be no abatement in rent because of such obstruction, interruption or suspension provided that the repairs, alterations or improvements are made as expeditiously as is reasonably possible.


f) Subject to this Lease, Tenant and its employees, customers and invitees will have the non-exclusive right to use for their proper and intended purposes, during business hours in common with all others entitled thereto those parts of the Common Areas and Facilities from time to time permitted by Landlord. The Common Areas and Facilities and the Building will at all times be subject to the exclusive control and management of Landlord. Landlord will operate and maintain the Common Areas and Facilities and the Building in such manner as Landlord determines from time to time.


5. Term. The term of the Lease is for 5 years to commence at noon on December 1, 2004.


6. Rent. Subject to the provisions of this Lease, Tenant will pay a base rent ("Base Rent") of $6,500.00 per month for the Premises, which includes a monthly charge for Parking (collectively "Base Rent").


a) Tenant will pay the Base Rent on or before the 1st of each and every month of the term of this Lease to Landlord at 1176 Pebblebrook Drive, Noblesville, Indiana 46060; or at such other place as Landlord may later designate.


b) Tenant will be charged an additional amount of $50 per day for any Base Rent that is received after the due date.


c) In the event that this Lease commences, expires or is terminated before the end of the period for which any item of Additional Rent or Base Rent would otherwise be payable or other than at the commencement or end of a calendar month, such amounts payable by Tenant will be apportioned and adjusted pro rata on the basis of a thirty (30) day month in order to calculate the amount payable for such irregular period.


7. Operating Costs. In addition to the Base Rent, Tenant will pay as Additional Rent, without setoff, abatement or deduction, its Proportionate Share of all of Landlord's costs, charges and expenses of operating, maintaining, repairing, replacing and insuring the Building including the Common Areas and Facilities from time to time and the carrying out of all obligations of Landlord under this Lease and similar leases with respect to the Building ("Operating Costs") which include without limitation or duplication, all expenses, costs and outlays relating to the following:


a) cleaning and janitorial services; b) security; c) window cleaning; d) all insurance relating to the Building as placed by Landlord
from time to time, acting prudently; e) repairs and replacements to the Building and any component of
the Building; f) provision, repair, replacement and maintenance of heating,
cooling, ventilation and air conditioning equipment throughout
the Building; g) supplies used in relation to operating and maintaining the
Building; h) all outdoor maintenance including landscaping and snow removal; i) operation and maintenance of parking areas; j) preventive maintenance and inspection.


Operating Costs will not include (except as herein otherwise provided) debt service, depreciation, costs determined by Landlord from time to time to be fairly allocable to the correction of construction faults or initial maladjustments in operating equipment, all management costs not allocable to the actual maintenance, repair or operation of the Building (such as in connection with leasing and rental advertising), work performed in connection with the initial construction of the Building and the Premises and improvements and modernization to the Building subsequent to the date of original construction which are not in the nature of a repair or replacement of an existing component, system or part of the Building.


Operating Costs will also not include the following:


a) any increase in insurance premiums to that result from business activities of other tenants;


b) the costs of any capital replacements;


c) the costs incurred or accrued due to the willful act or negligence of Landlord or anyone acting on behalf of Landlord;


d) structural repairs;


e) costs for which Landlord is reimbursed by insurers or covered by warranties;


f) costs incurred for repairs or maintenance for the direct account of other tenants or vacant space;


g) costs recovered directly from any other tenant for separate charges such as heating, ventilating, and air conditioning relating to that other tenant's leased premises, and in respect of any act, omission, neglect or default of any other tenant of its obligations under its Lease; or


h) any expenses incurred as a result of Landlord generating revenues from common area facilities.


Any expenses not directly incurred by Landlord but which are included in Operating Costs may be estimated by Landlord, acting reasonably if and to the extent Landlord cannot ascertain the actual amount of such expenses from the tenants who incurred them.


Tenant will pay:


a) to Landlord, Tenant's Proportionate Share of all real property taxes, rates, duties, levies and assessments which are levied, rated, charged, imposed or assessed by any lawful taxing authority (whether federal, state, district, municipal, school or otherwise) against the Building and the land or any part of the Building and land from time to time or any taxes payable by Landlord which are charged in lieu of such taxes or in addition to such taxes, but excluding income tax upon the income of Landlord to the extent that such taxes are not levied in lieu of real property taxes against the Building or upon Landlord in respect of the Building.


b) To the lawful taxing authorities, or to Landlord, as it may direct, as and when the same become due and payable, all taxes, rates, use fees, duties, assessments and other charges that are levied, rated, charged or assessed against or in respect of all improvements, equipment and facilities of Tenant on or in default by Tenant and in respect of any business carried on in the Premises or in respect of the use or occupancy of the Premises by Tenant.


Tenant will deliver promptly to Landlord a copy of any separate tax bills or separate assessment notices for the Premises and receipts evidencing the payment of all amounts payable by Tenant directly to any taxing authority and will furnish such information in connection therewith as Landlord may from time to time require.


Tenant will pay to Landlord, in such manner as Landlord will from time to time direct, the cost of supplying all water, fuel, electricity, telephone and any other utilities used or consumed upon or serving the Premises. If Tenant is billed for the consumption or use of such utilities directly by the appropriate utility authority, Tenant will pay any such billings promptly when due and payable. If separate check meters are not installed in respect of utilities consumption in, upon or serving the Premises or if Tenant is not billed for the consumption of such utilities directly by the competent authority, Landlord will allocate to Tenant, on a reasonable basis, a share of the total costs of all utilities consumed within the Building.


All amounts payable by Tenant relating to the Operating Costs will be deemed to be rent and receivable and collectable as such notwithstanding the expiration or sooner termination of this Lease and all remedies of Landlord for nonpayment of rent will be applicable thereto.


8. Use and Occupation. Tenant will use and occupy the Premises only for the Permitted Use and for no other purpose whatsoever. Tenant covenants that Tenant will carry on and conduct its business from time to time carried on upon the Premises in such manner as to comply with all statutes, bylaws, rules and regulations of any federal, provincial, municipal or other competent authority and will not do anything on or in the Premises in contravention of any of them.


9. Advance Rent. On execution of this Lease, Tenant will pay Landlord advance rent (the "Advance Rent") to be held by Landlord without interest and to be applied on account of the first and last installments of Base Rent as they fall due and to be held to the extent not so applied as security for and which may be applied by Landlord to the performance of the covenants and obligations of Tenant under this Lease.


10. Quiet Enjoyment. Landlord covenants that on paying the Rent and performing the covenants contained in this Lease, Tenant will peacefully and quietly have, hold, and enjoy the Premises for the agreed term.


11. Default. If Tenant is in default in the payment of any Rent and such default continues following any specific due date on which Tenant is to make such payment, or in the absence of such specific due date, for the 10 days following written notice by Landlord requiring Tenant to pay the same then, at the option of Landlord, this Lease may be terminated upon 10 days notice and the term will then immediately become forfeited and void, and Landlord may without further notice or any form of legal process immediately reenter the Premises or any part of the Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding.


Unless otherwise provided for in this Lease, if Tenant does not observe, perform and keep each and every of the non-monetary covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by Tenant and persists in such default, after 30 days following written notice from Landlord requiring that Tenant remedy, correct or comply or, in the case of such default which would reasonably require more than 30 days to rectify, unless Tenant will commence rectification within the said 30 day notice period and thereafter promptly and diligently and continuously proceeds with the rectification of any such defaults then, at the option of Landlord, this Lease may be terminated upon 30 days notice and the term will then immediately become forfeited and void, and Landlord may without further notice or any form of legal process immediately reenter the Premises or any part of the Premises and in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the contrary notwithstanding.


If and whenever:


a) Tenant's leasehold interest hereunder, or any goods, chattels or equipment of Tenant located in the Premises will be taken or seized in execution or attachment, or if any writ of execution will issue against Tenant or Tenant will become insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any legislation that may be in force for bankrupt or insolvent debtors or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver will be appointed for the affairs, business, property or revenues of Tenant; or


b) Tenant fails to commence, diligently pursue and complete Tenant's work to be performed under any agreement pertaining to the Premises; or


c) Tenant fails or ceases to operate or otherwise ceases to conduct business from the Premises, or uses or permits or suffers the use of the Premises for any purpose other than as permitted herein; or


d) Tenant makes a bulk sale of its goods and assets which has not been consented to by Landlord, or moves or commences, attempts or threatens to move its goods, chattels and equipment out of the Premises other than in the routine course of its business;


then, and in each such c ...