Lease Agreement

CONTRACT FOR THE LEASE OF PERSONAL PROPERTY

This CONTRACT FOR THE LEASE OF PERSONAL PROPERTY (hereinafter the "Agreement") entered into this the day of 20 by and between (hereinafter "Lessor") and corporation (hereinafter "Lessee").

NOW, THEREFORE, FOR AND IN CONSIDERATION OF mutual covenants and agreements contained herein, and other good and valuable considerations the receipt and sufficiency of all of which is hereby acknowledged the parties hereto do hereby covenant, contract and agree as follows, to-wit:

SECTION 1. LEASE OF PERSONAL PROPERTY

1.1 LEASE. Lessor hereby demises and leases to Lessee and Lessee hereby takes and rents from Lessor that certain personal property described on Exhibit "A" attached hereto and incorporated herein by reference, together with all additions and substitutions thereto (hereinafter the "Property").

1.2 TERM. The initial term of the Lease shall begin on the day of 20 and shall terminate on the Closing Date of that certain Asset Purchase Agreement between the parties even dated herewith, or upon the termination of said Asset Purchase Agreement which ever shall first occur.

1.3 REPAIRS. All repairs, maintenance, replacement or reconstruction of whatever kind or nature to the Property are to be made by Lessee at Lessee's expense. If Lessee fails to make such repairs or replacements promptly or within fifteen (15) days of occurrence, Lessor may, at its option, make such repairs or replacements and Lessee shall repay the costs thereof to Lessor on demand. If the Asset Purchase Agreement is terminated, Lessee shall deliver up the Property to the Lessor in good condition, ordinary wear and tear excepted.

1.4 ASSIGNMENT AND SUBLEASING. Lessee shall not have the right to assign this Lease nor sublet the Property in whole or in part without first procuring the written consent of the Lessor. After any consent to assignment or sublease, Lessee shall remain fully liable for payment of rent and other covenants and obligations of the Lessee herein contained.

1.5 Indemnity. Lessee agrees to indemnify and hold harmless Lessor from any liability arising out of Lessee's use of the property during the term of this Agreement.

SECTION 2. RELATIONSHIP OF PARTIES.

It is understood and agreed that the relationship of the parties hereto is strictly that of Lessor and Lessee and that the Lessor has no ownership in the Lessee's enterprise and the Agreement shall not be construed as a joint venture or partnership. The Lessee is not and shall not be deemed to be an agent or representative of the Lessor.

SECTION 3. AGREEMENT BINDING ON ASSIGNS.

All covenants, conditions and agreements and undertakings contained in this Agreement shall extend to and be binding on the respective heirs, successors and assigns of the respective parties hereto the same as if they were in every case named and expressed.

SECTION 4. ATTORNEY'S FEES.

It is further understood and agreed by and between the Lessor and Lessee that, on account of breach or default by either party of any of their obligations hereunder, it shall become necessary for the other party to employ and/or consult with an attorney to give advice, or to enforce or demand any of either party's rights or remedies hereunder, then, and in any such event, the defaulting or breaching party shall pay all attorney fees, court costs and other expenses occasioned by such default(s) or breach(es).

SECTION 5. NOTICES. Until further written notice to Lessee, all notices from Lessee to Lessor shall be served or sent to:

Until further written notice to Lessor, all notices from Lessor to Lessee shall be served or sent to Lessee at the following address:

All notices to be given under this Agreement shall be in writing and shall be served personally or sent by United States certified or registered mail.

SECTION 6. ENTIRE AGREEMENT.

This Agreement contains all of the agreements and conditions made between the parties hereto and may not be modified orally or in any other manner other than by agreement in writing signed by all parties hereto or their respective successors in interest.

SECTION 7. PARTIAL INVALIDITY.

If any section, paragraph, sentence or portion of this Agreement or the application thereof to any party or circumstance shall, to any extent, be or become invalid or illegal, such provision is and shall be null and void, but, to the extent that said null and void provisions do not materially change the overall agreement and intent of this entire agreement, the remainder of this Agreement shall not be affected thereby and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent provided by law.

SECTION 8. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of .

WITNESS THE SIGNATURES of the parties hereto on this the day of 20