LEASE AGREEMENT


(1) THIS LEASE AGREEMENT made this 25th day of February, 2005, by and between MB
Monroe Properties Inc. (MB), a Michigan Corporation whose address is 115 Foxhunt
Crescent,  Syosset  NY  11791,  (the  "Lessor"),  hereafter  designated  as  the
Landlord,  and Loretta  Baking  Products  Ltd.,  a Michigan  corporation,  whose
address  is 317  Front  Street,  Monroe  Michigan  (the  "Lessee"),  hereinafter
designated  as the Tenant.  Monaco  Group  Inc.,  a Delaware  Corporation  whose
address is 2405 Lucknow Drive, Mississauga,  Ontario, Canada L5S 1H9 ("MGI"), is
the parent and sole  shareholder  of Loretta  Baking  Products  Ltd.  and is the
guarantor of this lease.  This Lease Agreement shall be effective on the closing
date (the  "Closing  Date") of the real  estate  purchase  agreement  (the "Real
Estate Purchase Agreement") by and between MB Monroe Properties Inc. and Loretta
Baking Mix Products  Ltd.  whereby MB Monroe  Properties  Inc.  shall become the
owner of the  Leased  Premises  (defined  below).  If the Real  Estate  Purchase
Agreement is terminated, then this Lease Agreement shall become null and void.

                                   WITNESSETH:

DESCRIPTION
(2) The Landlord,  in  consideration of the rents to be paid and the
covenants and agreements to be performed by the Tenant and the  Guarantor,  does
hereby lease unto the Tenant Premises (the "Leased Premises") situated in Monroe
County, City of Monroe,  Michigan,  commonly known as 317 Front Street,  Monroe,
Michigan to-wit:

                  SEE ATTACHED LEGAL DESCRIPTION AS Exhibit A.

TERM
(3)  (A) The term of the Lease  shall be for ten (10)  years  from and after the
Closing Date. The Landlord,  at its sole discretion,  may allow Tenant to remain
in the Leased Premises for an extended period, subject to the terms of paragraph
3 (B). Any subsequent  extension beyond the initial renewal will be for five (5)
additional  years,  or such  other term as the  Landlord  shall  designate.  All
provisions of this Lease shall apply during all extension terms hereof.

     (B) If Tenant fully  complies with each and every covenant and condition as
contained in this Lease, and the Lease continues in full force and effect during
the entire original ten (10) year term the Tenant, at its option, may extend the
term of this lease for an additional  five (5) year period,  upon the same terms
and conditions as herein contained, except for the monthly rental payment, which
shall be as described in paragraph  (4) hereafter  (the  "Extended  Lease").  If
Tenant  desires to exercise  this option to extend under the Lease,  Tenant must
give written notice to Landlord of its intention to exercise the option to renew
not less than two  hundred  seventy  (270) days prior to the  expiration  of the
original term of this lease,  which written  notice must be provided to Landlord
either by hand  delivery or by receipt of  Landlord  via  certified  mail of the
written  notice,  which  written  notice,  if sent by  certified  mail,  must be
received by Landlord not less than two hundred  seventy  (270) days prior to the
expiration of the original  term of the lease.  If Tenant does not exercise this
option,  Tenant  agrees to vacate the premises  and have all  personal  property
belonging to Tenant  removed by the date that is one hundred twenty (120) months
after the Closing Date.


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     (C) If the Tenant  exercises  its option to extend the term of the original
lease in accordance  with paragraph 3(B),  then the Tenant,  at its option,  may
extend the term of the Extended  Lease for an  additional  five (5) year period,
upon the same terms and conditions of the Extended  Lease.  If Tenant desires to
exercise  this  option to extend  under the  Extended  Lease,  Tenant  must give
written  notice to Landlord of its intention to exercise the option to renew not
less than two hundred seventy (270) days prior to the expiration of the original
term of this lease,  which written notice must be provided to Landlord either by
hand  delivery  or by receipt of  Landlord  via  certified  mail of the  written
notice,  which written  notice,  if sent by certified  mail, must be received by
Landlord not less than two hundred seventy (270) days prior to the expiration of
the term of the Extended Lease.

RENT
(4) The  annual  Rent for the  initial  term of the  Lease,  which Rent does not
include  additional  amounts to be paid by Tenant as set forth in paragraph (5),
(6) and any  amounts,  other than Rent,  which  Tenant  may be  required  to pay
pursuant  to  additional  terms of this Lease,  totals One  Hundred  Twenty Five
Thousand Dollars,  with monthly Rent payments in the amount of Ten Thousand Four
Hundred Sixteen Dollars and sixty seven cents ($10,416.00) Dollars per month due
on the first day of each month,  beginning on the Closing Date,  and  subsequent
payments  ($10,416.67)  due every month on the 1st day of each month  thereafter
until all Rent  amounts  herein have been paid in full for the year.  The annual
rental shall  increase each year by 5% over the preceding  year's rent until the
lease expiration in 2014.

If the Tenant  shall  default  in any  payment  or  expenditure  other than Rent
required  to be paid or  expended  by the  Tenant  under the terms  hereof,  the
Landlord may at its option make such payment or expenditure,  in which event the
amount thereof shall be paid as rental to the Landlord by the Tenant on the next
ensuing day Rent would be due,  together  with interest at ten (10%) percent per
annum from the date any payment or  expenditure  other than Rent  required to be
paid or  expended  by the  Tenant  was due or from the date of such  payment  or
expenditure  by the Landlord  and on default in such payment the Landlord  shall
have the same  remedies as on default in payment of rent. If the Tenant shall be
in default in the payment of Rent required to be paid pursuant to Paragraph 4 of
this Agreement,  a late fee in the amount of One Hundred ($100.00) Dollars shall
become  due and owing and paid as rental to the  Landlord  by the  Tenant on the
next  ensuing  day Rent would be due and on default  of such  payment,  Landlord
shall be entitled to pursue all legal or equitable  remedies it may have against
Tenant.  If the Tenant  defaults on any rent or required  payments  and does not
cure any default within 10 business days of said default,  the landlord shall be
entitled to accelerate all rental payments due under the terms of this lease and
the landlord  may, at its sole  discretion  declare the lease null  canceled and
require the tenant to vacate the premises.

All payments of Rent or other sums to be made to the  Landlord  shall be made at
such place as the Landlord  shall  designate  in writing from time to time.  The
Landlord shall have the option to receive the monthly lease  payments  either in
the form of cash or shares of common stock of MGI ("Monaco Shares").  The Monaco
Shares shall be registered pursuant to MGI's S-8 stock plan at the closing price
on the date of payment.

RENT SECURITY AND ADDITIONAL INDUCEMENT IN FAVOR OF LANDLORD
a) The Tenant shall pay the landlord $24,000 as security deposit upon signing of
this lease agreement.

b) MGI agrees to guarantee all the lease  payments  payable by the Tenant to the
Landlord  pursuant  to the terms and  conditions  of this  Lease and will  issue
600,000  Monaco Shares of its common stock to the Landlord,  which shall be held

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in escrow,  by an escrow  agent to be mutually  agreed upon by the parties  (the
"Escrow  Agent"),  as  additional  collateral to guarantee  payments  under this
Lease.  Said shares shall have piggy back  registration  rights and, at the sole
discretion  of the Landlord,  may be used in  connection  with the share payment
option of the Landlord as described above in this paragraph (4).

c) As an inducement to the Landlord to acquire the premises from Monroe Bank and
Trust and to lease the premises to the Tenant, MGI agrees to grant three hundred
fifty thousand  (350,000) options on its common stock  ("Stock-Options")  to the
Landlord.  The  350,000  Stock-Options  shall  be  validly  issued  by  MGI  and
irrevocably  granted to the Landlord and evidenced by a written option agreement
pursuant  to Rule  144.  The  option  period  shall be valid for seven (7) years
following the date granted to acquire 350,000 shares of the capital stock of MGI
at a per share price of $1.50.  Shares  underlying the above warrants shall have
piggy back registration rights. The number of shares underlying the options will
be adjusted  upward pari pasu with any forward splits or downward in the case of
any  reverse  splits but in no case shall the  Landlord be entitled to less than
150,000  shares under the option  agreement.  The options shall be issued at the
time of the execution of this Lease.

d) MGI herby represents that it has induced the Landlord to acquire the property
at 317 Front  Street in Monroe,  Michigan  in order to be able to  complete  the
acquisition  of the  business  formerly  owned by  Amendt  Corporation  ("Amendt
Business")  from Monroe Bank & Trust and to be able to operate the  facility for
the benefit of the Tenant and MGI. MGI  represents  that the  acquisition of the
Amendt  Business  is a critical  part of MGI's  strategic  business  plan and is
therefore  binding itself as a party to this lease agreement and hereby warrants
and  guarantees  all  of the  terms,  conditions  and  representations  in  this
agreement as though it were the Tenant in this contract.

INSURANCE
(5) In addition to the rentals hereinbefore specified,  the Tenant agrees to pay
as additional  rental all premiums for  insurance,  as described in Paragraph 11
hereof, that are charged during the term of the Lease on the Leased Premises and
on the improvements situated on said Leased Premises, which amount shall be paid
as and when due to the insurance company issuing the subject insurance and which
amount is in addition to the amount set forth in Paragraph 4 above.

TAXES
(6) In addition to the rentals hereinbefore specified,  the Tenant agrees to pay
as additional  rental all taxes that may be charged during the term of the Lease
on the Leased Premises and on the improvements situated on said Leased Premises,
which amount shall be due as and when the same are due  according to the charges
billed and before interest accrues on the amounts due.

ASSIGNMENT
(7) The Tenant  covenants not to assign or transfer this Lease or hypothecate or
mortgage the same or sublet said Leased Premises or any part thereof without the
written  consent  of the  Landlord.  Any  assignment,  transfer,  hypothecation,
mortgage or subletting  without said written consent shall give the Landlord the
right to terminate this Lease and to re-enter and repossess the Leased Premises.

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BANKRUPTCY AND INSOLVENCY
(8) The  Tenant  agrees  that if the  estate  created  hereby  shall be taken in
execution,  or by other  process  of law,  or if the  Tenant  shall be  declared
bankrupt or  insolvent,  according to law, or any receiver be appointed  for the
business and property of the Tenant,  or if any assignment  shall be made of the
Tenant's  property  for the  benefit of  creditors,  then and in such event this
Lease may be canceled at the option of the Landlord.

RIGHT TO MORTGAGE
(9) The Landlord reserves the right to subject and subordinate this Lease at all
times to the lien of any mortgage or mortgages now or hereafter  placed upon the
Landlord's interest in the said Leased Premises and on the land and buildings of
which the said Leased Premises are a part or upon any buildings hereafter placed
upon the land of which the Leased Premises form a part. The Tenant covenants and
agrees to execute and deliver upon demand such further instrument or instruments
subordinating  this Lease to the lien of any such mortgage or mortgages as shall
be desired by the Landlord and any mortgagees or proposed  mortgagees and hereby
irrevocably  appoints the Landlord the attorney-in-fact of the Tenant to execute
and  deliver  any  such  instrument  or  instruments  for and in the name of the
Tenant.

USE AND OCCUPANCY
(10) It is  understood  and agreed  between the parties  hereto that said Leased
Premises  during the  continuance  of this Lease shall be used and  occupied for
those purposes  required by Tenant as a manufacturer  and  distributor of baking
mix products and for no other purpose or purposes without the written consent of
the  Landlord,  and that the  Tenant  will not use the Leased  Premises  for any
purpose in violation of any law, municipal ordinance or regulation,  and that on
any breach of this  agreement  the Landlord may at their option  terminate  this
Lease forthwith and re-enter and repossess the Leased Premises.

FIRE AND INSURANCE

(11) It is  understood  and agreed  that if the Leased  Premises  are damaged or
destroyed in whole or in part by fire,  the elements or other  casualty which is
insured under insurance carried by Landlord during the term hereof, the Landlord
shall,  within one  hundred  eighty  (180)  days from the date of the  casualty,
repair and restore the Leased  Premises to good tenantable  condition,  and that
the rent  herein  provided  for shall abate  entirely in case the entire  Leased
Premises are untenantable and pro rata for the portion rendered untenantable, in
case a part  only is  untenantable,  until  the  same  shall  be  restored  to a
tenantable condition; provided, however, that if the Tenant shall fail to adjust
its own insurance or to remove its damaged goods,  wares,  equipment or property
within a reasonable  time, and as a result thereof the repairing and restoration
is delayed,  there  shall be no  abatement  of rental  during the period of such
resulting delay, and provided further that there shall be no abatement of rental
if such fire or other cause  damaging or destroying  the Leased  Premises  shall
result  from  the  negligence  or  willful  act of the  Tenant,  its  agents  or
employees,  and  provided  further  that if the Tenant shall use any part of the
Leased  Premises  for storage  during the period of repair a  reasonable  charge
shall be made therefore  against the Tenant,  and provided  further that in case
the  Leased  Premises,  or the  building  of  which  they  are a part,  shall be
destroyed to the extent of more than one-half of the value thereof, the Landlord
may at its option  terminate  this Lease  forthwith  by a written  notice to the
Tenant.  In no event  shall  Landlord  be  required  to  expend in excess of the
insurance proceeds allocated to the Leased Premises which Landlord receives from
its insurance  carrier to repair and restore the Leased  Premises.  In the event
Landlord  repairs or  restores  the Leased  Premises,  any  amount  expended  by
Landlord in repairing or restoring  the Leased  Premises  which are in excess of
the proceeds of  insurance  received by  Landlord,  said excess  amount shall be

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repayable  by Tenant to Landlord  within ten (10) days after  received by Tenant
from  Landlord  of a  statement  setting  forth the amount of such  excess.  The
Landlord's  insurance  carrier shall determine the amount of insurance  proceeds
attributable to the damage to such improvements,  which  determination  shall be
binding upon Landlord and Tenant.

The Tenant  agrees,  at its sole cost and expense,  to keep the Leased  Premises
insured with a responsible Insurance Company with the Landlord being named as an
additional  insured for all risk hazard insurance for fire and extended coverage
(the "All Risk  Policy")  and to deliver the policy or policies to the  Landlord
and upon its failure to do so the Landlord may place such  insurance  and charge
the same to the Tenant as so much  additional  rent as provided in Paragraph (4)
and (5);  but the failure on the part of the  Landlord  to place such  insurance
does not release the Tenant of the liability.  The All Risk Policy shall provide
not  less  than  thirty  (30)  days  written  notice  to  the  Landlord   before
cancellation.

The Tenant also  agrees to procure  and keep in effect  during the term hereof a
policy or policies for Rental Interruption  Insurance,  in an amount which would
fully cover all Rent and  additional  amounts owing by Tenant under the terms of
this Lease for the entire unexpired Term of the Lease,  which insurance shall be
provided  by an insurer  authorized  or  licensed to do business in the State of
Michigan.  The cost of the foregoing  insurance  coverage  shall be incurred and
paid for by Tenant.  The Landlord shall be named as an additional  insured under
said policy.  Tenant shall  deliver a copy of the policy or policies to Landlord
upon  Landlord's  request and upon its failure to do so, the  Landlord may place
such insurance and charge the same to the Tenant as so much  additional  rent as
provided in  Paragraph  (4) and (5), but the failure on the part of the Landlord
to place such insurance does not release the Tenant of the liability. The Rental
Interruption  Insurance  policy  shall  provide  not less than  thirty (30) days
written notice to the Landlord before cancellation.

The  Tenant  agrees to procure  and keep in effect at its sole cost and  expense
during the term hereof public  liability and property  insurance for the benefit
of the Landlord (the "PLPD Insurance"), and naming the Landlord as an additional
insured, in the sum of One Million Dollars ($1,000,000.00) for damages resulting
to one person,  One Million Dollars  ($1,000,000.00)  for damages resulting from
one casualty, and One Million Dollars ($1,500,000.00)  property damage insurance
resulting  from any one  occurrence.  Tenant shall  deliver said policies to the
Landlord  and upon  Tenant's  failure so to do the  Landlord may at their option
obtain such insurance and the cost thereof shall be paid as additional  rent due
and payable  upon the next ensuing  rent day.  The PLPD  Insurance  policy shall
provide not less than thirty (30) days  written  notice to the  Landlord  before
cancellation.

REPAIRS AND ALTERATIONS
(12) (A) Tenant,  at its sole cost and  expense,  during the term of this Lease,
shall keep and  maintain in first class  appearance  and in good  condition  and
repair as reasonably determined by Landlord,  the Leased Premises and every part
thereof,  and  all  other  repairs,  replacements,  renewals  and  restorations,
interior and exterior, ordinary and extraordinary,  foreseen and unforeseen, and
all other work as may be needed  performed by or on behalf of Tenant pursuant to
the terms of this Lease.  Tenant agrees to pay Landlord,  as Additional Payments
all costs  associated  with any  maintenance,  materials  used,  or  maintenance
personnel requests by Tenant. Tenant shall keep and maintain the Leased Premises
in a clean, sanitary and safe condition in accordance with the laws of the state
where the Leased  Premises is located  and in  accordance  with all  directions,
rules and regulations of the health officer,  fire marshal,  building inspector,
or other officials of the governmental  agencies having jurisdiction there over,
and Tenant shall comply with all requirements of law,  ordinances and otherwise,
affecting the Leased  Premises,  all at the sole cost and expense of Tenant.  At
the time of the expiration or earlier termination of the tenancy created herein,
Tenant shall surrender the Leased Premises in good order,  condition and repair.

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In the event  Tenant  fails to keep the Leased  Premises in good  condition  and
repair and in a neat and clean condition, Landlord may, with written notice, but
shall not be required to do so, take all appropriate action to cure such failure
and make and  complete  such  repairs or  cleaning  and Tenant  shall  reimburse
Landlord as  additional  rent all costs  incurred by Landlord  relating  thereto
within ten (10) days after Tenant's receipt of an invoice therefore.

     (B) Tenant  covenants and agrees it shall keep the Leased  Premises and all
parts of the  Leased  Premises  free  from  all  liens  arising  out of any work
performed,  materials  furnished or obligations  incurred by or for Tenant,  and
agrees to bond against or discharge  any such lien within thirty (30) days after
written request therefore by Landlord.  Tenant shall reimburse  Landlord for all
costs and expenses,  including  actual  attorney fees,  which may be incurred by
Landlord  by reason of the filing of any such liens  and/or the removal of same,
such  reimbursement to be made within ten (10) days after receipt by Tenant from
Landlord  of a written  statement  setting  forth the  amount of such  costs and
expenses.  The failure of Tenant to pay any such amount to Landlord  within said
ten (10) day period shall carry with it the same  consequences as failure to pay
any installment of Rent. Notwithstanding anything contained in this Lease to the
contrary,  Tenant shall not be deemed to be Landlord's agent with respect to any
alterations,  additions  or  improvements  made by or on behalf of Tenant to the
Leased Premises.  Nothing contained in this Lease shall enable Tenant to subject
the Leased  Premises to any liens as a result of any  alterations,  additions or
improvements made by or on behalf of Tenant to the Leased Premises.

     (C) Tenant  shall not make or cause to be made any  alterations,  additions
and  improvements to the Leased Premises  without the prior written  approval of
Landlord  in each  instance,  which  Landlord  will not  unreasonably  withhold.
Whether with or without prior approval by Landlord as previously referenced, all
alterations,  additions and improvements  made by Tenant shall be deemed to have
attached to the  leasehold and to have become the property of Landlord upon such
attachment.  Upon expiration or earlier  termination of this Lease, Tenant shall
not remove any such alterations,  additions and/or  improvements.  Landlord may,
however, designate, by written notice to Tenant at the time of approval of same,
those  alterations,  additions or improvements  which may or shall be removed by
Tenant  at the  expiration  or  earlier  termination  of this  Lease,  and if so
designated at the time of Landlord's  approval  thereof,  Tenant shall  promptly
remove the same and repair  any  damage to the  Leased  Premises  caused by such
removal. Trade fixtures installed by Tenant, including movable office furniture,
chairs,  and cabinets  may be removed if all Rent and other  payments due herein
are paid in full and Tenant is not otherwise in default hereunder, provided that
Tenant repairs any damage to the Leased Premises caused by such removal.

EMINENT DOMAIN
(13) If all or any part of the  Leased  Premises  shall  be taken by any  public
authority under the power of eminent  domain,  then the term of this Lease shall
terminate as to the part so taken as of the date of taking,  and, in the case of
partial taking, either Landlord or Tenant shall have the right to terminate this
Lease as to the  balance of the Leased  Premises  by notice to the other  within
thirty (30) days after such date.  If the Lease shall be terminated as to a part
or all of the Leased  Premises,  all obligations  under the Lease shall abate in
direct  proportion  to a fraction  whose  numerator is the rentable  area of the
Leased  Premises  as to  which  this  Lease  shall  have  terminated  and  whose
denominator  is the total  rentable area of the Leased  Premises.  If this Lease
shall not be terminated  as to the entire Leased  Premises as the result of such
taking,  the balance of the Leased  Premises  shall be restored by Landlord to a
state which is as useful and  architecturally  complete  as  possible  under the
circumstances.

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All damages  awarded  for any taking of all or any part of the Leased  Premises,
including without limitation the leasehold  improvement,  shall belong to and be
the property of Landlord,  whether such damages be awarded as  compensation  for
diminution and value of the leasehold or of Landlord's  fee interest;  provided,
however,  Landlord  shall not be entitled to any portion of the  separate  award
made to  Tenant  for  Tenant's  fixtures,  for  personal  property,  for loss of
business or business  interruption,  or for moving expenses or other  relocation
costs.

CARE OF LEASED PREMISES
(14) The Tenant  shall not perform any acts or carry on any  practices  that may
injure the  building or be a nuisance or menace to other other  buildings in the
immediate  vicinity of the leases  property  and shall keep the Leased  Premises
under its control (including adjoining drives, streets,  parking lots, alleys or
yards) clean and free from rubbish,  dirt, snow and ice at all times,  and it is
further  agreed  that in the  event  the  Tenant  shall not  comply  with  these
provisions,  the Landlord may enter upon said Leased  Premises and have rubbish,
dirt,  snow and ashes  removed  and the  sidewalks  cleaned,  in which event the
Tenant  agrees  to pay all  charges  that the  Landlord  shall  pay for  hauling
rubbish,  ashes, snow removal and dirt, or cleaning walks. Said charges shall be
paid to the  Landlord  by the  Tenant  as soon  as a bill is  presented  and the
Landlord  shall have the same  remedy as is provided  in  Paragraph (4)  of this
Lease in the event of Tenant's failure to pay.

(15) The Tenant shall at its own expense under penalty of forfeiture and damages
promptly comply with all lawful laws,  orders,  regulations or ordinances of all
municipal,  County and State  authorities  affecting the Leased Premises and the
cleanliness, safety, occupation and use of same.

CONDITION OF LEASED PREMISES AT TIME OF LEASE
(16) The  Tenant  further  acknowledges  that it has  examined  the said  Leased
Premises prior to the making of this Lease, and knows the condition thereof, and
that no  representations  as to the  condition or state of repairs  thereof have
been made by the Landlord,  or their agent, that are not herein  expressed,  and
the Tenant hereby  accepts the Leased  Premises in their present  "as is" "where
is" condition at the date of the execution of this Lease.

(17) The Landlord  shall not be responsible or liable to the Tenant for any loss
or damage that may be  occasioned by or through the acts or omissions of persons
occupying  adjoining  premises  or any part of the  building of which the Leased
Premises  are a part or for any loss or damage  resulting  to the  Tenant or its
property from bursting, stoppage or leaking of water, gas, sewer or steam pipes.

RE-RENTING
(18) The Tenant hereby agrees that for a period commencing 270 days prior to the
termination  of this  Lease,  the  Landlord  may show  the  Leased  Premises  to
prospective Tenants and may display in and about said Leased Premises and in the
windows thereof the usual and ordinary "TO RENT" signs.

HOLDING OVER
(19) It is hereby  agreed that there shall be no hold over period in the absence
of a written agreement between the landlord and the tenant

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GAS, WATER, HEAT, ELECTRICITY
(20) The Tenant will pay all charges made against said Leased  Premises for gas,
water,  heat and  electricity  during the Term of this Lease,  and any  extended
Terms, and shall pay same as the same shall become due.

ADVERTISING DISPLAY
(21) All signs and advertising  displayed in and about the Leased Premises shall
be such only as advertise the business carried on upon said Leased Premises, and
the Landlord shall control the character and size thereof, with the lettering on
any sign to be approved by Landlord.  No sign shall be displayed  excepting such
as  shall be  approved  in  writing  by the  Landlord,  and no  awning  shall be
installed or used on the exterior of said building unless approved in writing by
the Landlord.

ACCESS TO LEASED PREMISES
(22) The Landlord shall have the right to enter upon the Leased  Premises at all
reasonable  hours for the purpose of inspecting  the same. If the Landlord deems
any  repairs  necessary,  it may demand  that the Tenant  make the same.  If the
Tenant  refuses or neglects  forthwith to commence such repairs and complete the
same with  reasonable  dispatch,  the Landlord may make or cause to be made such
repairs and shall not be  responsible  to the Tenant for any loss or damage that
may accrue by reason  thereof.  If the Landlord  makes or causes to be made such
repairs,  the Tenant agrees that it will forthwith on demand pay to the Landlord
the cost  thereof with  interest at ten (10%)  percent per annum and if it shall
make default in such payment the  Landlord  shall have the remedies  provided in
Paragraph 5 hereof.

The Landlord  reserves the right of free access at all times to the roof of said
Leased  Premises  and  reserves  the  right to rent  said  roof for  advertising
purposes.  The Tenant shall not erect any  structures for storage or any aerial,
or use the roof for any purpose without the written consent of the Landlord.

REENTRY/DEFAULT
(23) In case any  Rent or any  other  payments  shall  be due and  unpaid  or if
default be made in any of the  covenants  herein  contained,  or if said  Leased
Premises shall be deserted or vacated, then it shall be lawful for the Landlord,
its attorney, heirs,  representatives and assigns, to reenter into and repossess
the said Leased  Premises  and the Tenant and each and every  occupant to remove
and put out and to take such other  action as  Landlord  may desire in law or in
equity against Tenant.

QUIET ENJOYMENT
(24) The  Landlord  covenants  that  the  said  Tenant,  on  payment  of all the
aforesaid installments and performing all the covenants aforesaid, shall and may
peacefully and quietly have, hold and enjoy the said demised Leased Premises for
the term aforesaid.

EXPENSES--DAMAGES REENTRY
(25) In the event that the  Landlord  shall,  during the period  covered by this
Lease or during any  Holdover or extension  period,  obtain  possession  of said
Leased Premises by reentry, summary proceedings, or otherwise, in any proceeding
at law or in equity,  the Tenant hereby agrees to pay the Landlord  expenses and
costs incurred in obtaining possession of said Leased Premises and all expenses,
costs and commissions  that may be paid in and about the re-letting of the same.
Tenant shall also pay all of Landlord's  reasonable  attorney fees, court costs,
and all other damages  associated with this and in enforcing any other provision
of this Lease.

                                       8

<PAGE>

REMEDIES NOT EXCLUSIVE
(26) It is agreed  that  each and every of the  rights,  remedies  and  benefits
provided by this Lease shall be  cumulative,  and shall not be  exclusive of any
other of said rights,  remedies and benefits,  or of any other rights,  remedies
and benefits allowed by law.

WAIVER
(27) One or more waivers of any covenant or condition by the Landlord  shall not
be construed as a waiver of a further breach of the same covenant or condition.

INDEMNIFICATION
(28) Tenant shall indemnify and save harmless  Landlord against and from any and
all claims by and on behalf of any person or persons, firm or firms, corporation
or corporations,  or any other entity, including but not limited to any federal,
state,  municipal,  or other  governmental  entity,  arising from any use of the
Leased  Premises  or  anything  whatsoever  done by or on behalf of Tenant on or
after the date of this Lease  Agreement,  and will  further  indemnify  and save
Landlord  harmless  against and from any and all claims or threatened  claims or
actions  arising  from  any  breach  or  default  on the part of  Tenant  in the
performance  of any  covenant or agreement on the part of Tenant to be performed
pursuant  to the terms of this Lease or arising  from any act or  negligence  of
Tenant, or any of its agents,  contractors,  servants,  employees, or licensees,
and from and against all costs, actual attorney fees, expenses,  and liabilities
incurred  in or about any such claim or action or  proceeding  brought  thereon,
including but not limited to any action or threatened action that may arise as a
result of the violation or threatened violation of any federal, state, municipal
or other law,  regulation,  or guideline now in effect or  hereinafter  enacted,
with respect to the impact on the  environment.  In the event that any action or
proceeding shall be brought or shall be threatened against Landlord by reason of
any such claim set forth above, Tenant, upon notice from the Landlord, covenants
to resist or defend at  Tenant's  sole  expense,  such  action,  proceeding,  or
threatened  proceeding,  and shall  retain such legal  counsel or other  support
services as are  satisfactory  to the  Landlord to resist or defend such action,
proceeding,  or threatened  proceeding.  Tenant shall reimburse Landlord for any
and all actual costs and expenses,  including  actual  attorney fees incurred by
Landlord hereunder.

TRIPLE-NET LEASE
(29) It is the  intention  of the  Landlord  and the Tenant that the rent herein
specified  shall  be net  to  the  Landlord  during  the  term  of  this  Lease.
Accordingly,  all costs, expenses, and obligations of every kind relating to the
Leased  Premises,  including but not limited to all taxes and insurance that may
arise or become due  during  the term of this Lease  shall be paid by the Tenant
before the due date hereof and the Landlord  shall be  indemnified by the Tenant
against all costs, expenses, and obligations.

The net rent shall be paid to the Landlord  without notice or demand and without
abatement,  deduction, or set-off. All sums payable hereunder shall be deemed to
be additional rent hereunder;  and in the event of nonpayment by the Tenant, the
Landlord  shall have all the rights and  remedies  with  respect  thereto as the
Landlord has for the nonpayment of the Rent.

Tenant shall  notify  Landlord,  in writing,  with respect to the payment of all
charges  hereunder,  including but not limited to taxes,  insurance,  etc.,  and
shall  include with such notice a copy of the invoice for each such charge and a
copy of the check  tendered to pay such  charge.  Such notice  shall be given to
Landlord  at the time the  payment  is made.  In  addition,  Tenant  shall  send
Landlord a copy of any "paid" receipt it receives with respect to such payments.

                                       9

<PAGE>

In the event  that the Tenant  contests  the  amount or  validity  of any charge
pursuant to this  provision,  the Tenant  shall  nevertheless  promptly pay such
charge.  In the event the Tenant  prevails  with respect to any such  challenge,
then Landlord shall,  within thirty (30) days after the final resolution of that
matter, refund any balance due to the Tenant.

NOTICES
(30)  Whenever  under this Lease a  provision  is made for notice of any kind it
shall be deemed  sufficient  notice and  service  thereof if such  notice to the
Tenant is in writing  addressed  to the  Tenant at its last  known  Post  Office
address or at the Leased Premises and deposited in the mail with postage prepaid
and if such notice to the  Landlord is in writing  addressed  to the Landlord at
the address set forth in  Paragraph 1  of this  Agreement,  and deposited in the
mail with  postage  prepaid,  or at such  other  place as may be  designated  in
writing by either Landlord or Tenant in the future.  Notice need be sent to only
one Tenant or Landlord where the Tenant or Landlord is more than one person.

MISCELLANEOUS
(31) It is agreed  that in this Lease the word "he" shall be used as  synonymous
with the words  "she," "it" and "they," and the word "his"  synonymous  with the
words "her," "its" and "their."

(32) The  covenants,  conditions  and  agreements  made and entered  into by the
parties  hereto are  declared  binding on their  respective  heirs,  successors,
representatives and assigns.

(33) This Lease Agreement shall be governed and construed in accordance with the
laws of the State of Michigan, to which jurisdiction Landlord and Tenant submit.
The  invalidity  or  unenforceability  of any  provision of this Lease shall not
affect or impair the validity or any other portion or provision.

(34) The  covenants,  conditions  and  agreements  made and entered  into by the
parties  hereto are  declared  binding on their  respective  heirs,  successors,
representatives and/or assigns.

(35) This Lease Agreement and the Exhibits,  if any, attached hereto,  set forth
all the covenants,  promises,  agreements,  conditions and understandings by the
Landlord and Tenant  covering the Leased  Premises,  and there are no covenants,
promises,  agreements,  conditions  or  understandings,  either  oral or written
between them other than set forth herein.  No  amendment,  change or addition to
this Lease shall be binding upon Landlord or Tenant,  unless  reduced to writing
and signed by an authorized  representative of each party.  However, by entering
into this Agreement,  Landlord and Tenant acknowledge that Landlord is in no way
waiving any rights or remedies it may have,  in law or in equity,  regarding any
amounts  owing or any previous  violations to any lease or leases for the Leased
Premises  previously  entered into between Landlord and Tenant.  Landlord hereby
reserves  all of its  rights and  remedies  and its  ability to recover  against
Tenant for same as appropriate hereafter.

(36) The captions and article numbers  appearing in this Lease are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or intent of such articles of this Lease, or in any way affect this Lease.

(37) Payment by Tenant or receipt by Landlord of a lesser amount than the Rental
or other charges herein agreed to be paid by Tenant,  at Landlord's sole option,
may be deemed to be on account of the earliest due rents or other  amounts owing
to  Landlord,  or deemed to be on account of rent owing for the  current  period
only,  notwithstanding  any  instructions  by or on  behalf  of  Tenant  to  the
contrary,  which  instructions  shall be null and void,  and no  endorsement  or
statement on any check or any letter  accompanying  any check payment as rent or

                                       10

<PAGE>

other  charges  shall be deemed an accord and  satisfaction,  and  Landlord  may
accept such check or payment  without  prejudice to Landlord's  right to recover
the  balance of such rent or other  charges  or pursue any other  remedy in this
Lease or in law or in equity against Tenant.

(38) The parties  hereto  shall and hereby do waive trial by jury in any action,
proceeding or claim brought by either of the parties hereto against the other on
any matter  whatsoever  arising out of or in any way connected  with this Lease,
the relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased
Premises,  and/or  any claim of injury or  damage.  In the event  that  Landlord
commences any  proceeding  for  non-payment of rent, or any other amount payable
hereunder,  Tenant shall not interpose any  counterclaim  of whatever  nature or
description in any such proceeding.  This shall not, however,  be construed as a
waiver of Tenant's right to assert such claims in any separate action brought by
Tenant.

IN WITNESS WHEREOF,  the parties have hereunto set their hands and seals the day
and year first above written.

NOTARY PUBLIC:                                    LANDLORD:

--------------------                              MB MONROE PROPERTIES INC.

                                                  By:
                                                     ----------------------
                                                     Marguerite Barbella,
                                                     President


NOTARY PUBLIC:                                     TENANT:

---------------------                              LORETTA BAKING PRODUCTS LTD.

                                                  By:
                                                     ----------------------
                                                     Al Burgio,
                                                     President



NOTARY PUBLIC:                                      GUARANTOR:

----------------------                              MONACO GROUP INC.


                                                  By:
                                                     ----------------------
                                                     Al Burgio,
                                                     President


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