exh101.htm


    Exhibit
10.1

    


    


    STOCK
PURCHASE AND SALE AGREEMENT

    


    THIS STOCK PURCHASE AND SALE
AGREEMENT (the "Agreement") is made and entered into as of June 30th,
2007 (the "Effective Date"), jointly and severally by and among UNITED MINE SERVICES, INC., an
Idaho Corporation of 1044 NORTHWEST BOULEVARD,STE. D, COEURD D'ALENE, IDAHO
83814, and (hereinafter the "Buyer"), and GREG S. STEWART and JENNY L. STEWART, husband and
wife of P.O. Box 1275 Pinehurst, Idaho, 83850 (hereinafter collectively the
"Seller").

    


    RECITALS

    


    WHEREAS, Seller owns all of
the issued and outstanding shares of capital stock in Stewart Contracting Inc.,
an Idaho corporation ("Company"); and

    


    WHEREAS, Buyers desire to
purchase from the Sellers, and the Sellers desire to sell to Buyers, all of the
outstanding capital stock of the Company (the “Company Stock”), in consideration
of the Purchase Price (hereinafter defined), upon the terms and subject to the
contingencies and conditions set forth herein; and

    


    WHEREAS, upon closing of this
Stock Purchase and Sale Agreement, Seller shall provide Buyers with a one (1)
year Lease to the real property presently used by the Company. Real property is
located at 202 S. Division Street in Pinehurst Idaho. Lease will begin on
November 1, 2007

    


    NOW, THEREFORE, in consideration of the
respective representations, warranties, agreements, and conditions hereinafter
set forth, and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

    


    1.           Purchase and Sale of
Shares.

    


    
      	
              1.1       
      

            	
              Purchase
      and Sale.
      On or before June 30th, 2007 (the "Closing Date") and upon the terms and
      subject to the conditions of this Agreement, the Sellers shall sell to
      Buyers, and Buyers shall purchase from the Sellers, all of the issued and
      outstanding shares of Company Stock (the "Shares"), free and clear of all
      liens and encumbrances.

            


    

    


    
      	
              1.2       
      

            	
              Purchase
      Price for Stock.
      The aggregate purchase price payable by Buyers to the Sellers in
      consideration for the sale of the Shares shall be Two and one half Million
      Dollars ($2,500,000.00) (the "Stock Purchase Price"). Purchase will be in
      the form of a stock for stock transaction. Seller will receive from Buyer
      Five Million (5,000,000 Shares)

            


    

    
      	
               
      

            	
              valued
      at $0.25 per share of United Mine Services, Inc. and an additional
      $1,250,000 payable in stock or cash at the discretion of the Buyer in
      exchange for 100% of the shares of Stewart Contracting Inc. (1,000
      Shares). Remaining balance will accrue interest at a rate of 6% APR until
      paid off. Buyer shall make minimum monthly payments to Seller in the
      amount of 10,000 US until balance is paid. If additional payments are made
      in stock, the share price will be based on the average traded closed share
      price for the 90 days prior to the issuance of stock. The time period to
      pay off the balance owed is 36 months from the date of this agreement. The
      parties acknowledge that Buyer has deposited with Sellers stock in the
      amount of Two Hundred and Fifty Thousand Shares (250,000 Shares), as a
      non-refundable earnest money ("Earnest Money") to be applied as a down
      payment to the Purchase Price at Closing. If all contingencies are
      satisfied and this transaction proceeds to the Closing Date, the remaining
      balance of Four Million Seven Hundred and Fifty Thousand Shares
      (4,750,000) shall be paid at the Closing Date. In the event that this
      transaction shall not close for any reason, Seller's shall retain the full
      Earnest Money and without obligation to refund any portion thereof to
      Buyers.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.           Purchase and Sale of Real
Property.

    


    
      	
              2.1      
      

            	
              Lease. Upon the Closing Date
      hereof Sellers lease the Real Property to Buyers on the terms and
      conditions of that Lease, attached hereto as Exhibit “A” which Lease shall
      contain among its provisions, a provision providing Buyer with an option
      for the sole and exclusive right to purchase at the end of the Lease term
      Sellers' Real Property, should the Sellers choose to sell, free and clear
      of all liens and encumbrances.

            


    

    


    3.           Representations
and Warranties of Buyers. Buyers hereby represent and
warrant to the Sellers as follows:

    


    
      	
              3.1      
      

            	
              Organization,
      Standing and Corporate Power. The Buyers, severally,
      are corporations duly organized, validly existing and in good standing in
      the State of Idaho, and have sufficient assets and sources of funds from
      which will be paid the Purchase Price for the
  Shares.

            


    

    


    
      	
              3.2      
      

            	
              Compliance
      with Applicable Laws. Buyers, jointly and
      severally, are in compliance with all laws, regulations, rules and
      governmental orders applicable to
it.

            


    

    


    
      	
              3.3      
      

            	
              Litigation. Buyers, severally, are
      not subject to any judgment, injunction, order or arbitration decision,
      and there is no litigation or administrative proceeding pending or
      threatened against the Buyers.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4      
      

            	
              Investment. The Buyers are
      acquiring the Shares for investment for its own account, and not as a
      nominee or agent, and not with a view to, or for resale in connection with
      any distribution thereof. The Buyers understand the Shares have not been,
      and will not be, registered under the Federal and State Securities Acts by
      reason of a specific exemption or exemptions from the registration
      provisions of the Securities Acts which depend upon, among other things,
      the bona fide nature of the purchaser's investment intent and the accuracy
      of the purchaser's representations as expressed herein. The Buyers further
      understand that no public market now exists for any of the Shares issued
      by the Company.

            


    

    


     
3.5      Taxes. Upon the Closing Date, the
parties shall elect to end the then current tax year of the Company pursuant to
§1377(a)(2) of the Internal Revenue Code of 1986, as amended ("IRC"), to the
extent the Company will have two (2) tax years for 2007. Buyers shall be solely
responsible for the timely filing of any and all Federal and/or State tax
returns pertaining to fiscal year ending December 31, 2007, and due following
the Closing Date, which shall be filed in a timely manner. Except as provided
for herein, Buyers shall indemnify and hold harmless Sellers from all claims by
all taxing authorities with respect to the operations of the Business after the
date of Closing.

    


     
3.6      S
Corporate Status.
Buyers represent and acknowledge that it, as Corporations, are not
qualified shares and can no longer continue to the S Corporation status of the
Company for Federal income purposes, and that the fiscal tax year for the
Company pursuant to IRC §1377(a)(2) will close the tax year for the Company as
of the date of Closing, with the Sellers being solely responsible for the
payment of any Federal or State Income taxes accruing on operations prior to the
date of Closing.

    


      3.7      Stock
Purchase. The
Buyers do hereby represent and acknowledge and agree that following the Closing,
it will not make, nor attempt to make, any election under IRC §338 to have the
acquisition of the Shares herein treated as an asset acquisition. Buyers
acknowledge that the Sellers are relying on this representation with respect to
their tax planning, and would not enter into this transaction but for this
representation of the Buyers. An election of the Buyers under §338 to treat this
stock acquisition as an asset acquisition would have the likely effect of
liquidating the Corporation for Federal and State income tax purposes causing
there to be additional Federal and State income taxes payable by the Seller.
Buyers further acknowledge and agree that the Sellers would have increased the
purchase price by an amount in excess of the additional Federal and State taxes
they would have to pay if the Buyers were to purchase the assets of the Company,
or to make an election under IRC §338.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.8 
           

            	
              Employee
      Retention.
      Upon Closing, the Buyers will extend an offer of employment to each
      of the existing employees of the Company and use its best efforts to
      continue to employ all such employees for a period of at least one (1)
      year following the Closing, provided that such employees perform within
      the reasonable expectations, guidelines and policies of management.
      Sellers are relying on this representation of Buyers and that no notices
      have been given of pending layoff or employment terminations, nor need to
      be given.

            


    

    


                
a.           Key
Employees.   In addition
to the foregoing, on or before ten (10) days from the execution of this
Agreement, Buyer shall notify Sellers of the key personnel of the Company, Greg
Stewart, with which the Buyers interest is in negotiating a one (1) year
employment contract. In the event that the Buyers are unable to negotiate an
employment contract with such individual, it shall be regarded as a matter of
due diligence under Paragraph 5.2 herein. In the event that this transaction
shall fail to close, for whatever reason, the Buyers do hereby jointly and
severally agree not to employ, or to offer employment directly or indirectly,
for a period of five (5) years commencing on the date hereof.

    


    4.           Representations
and Warranties of the Sellers. The Sellers, jointly and
severally, hereby represent and warrant to Buyers as follows:

    


     
4.1       Organization,
Standing and Corporate Power. Stewart Contracting Inc., is
a corporation duly organized, validly existing and in good standing in the State
of Idaho.

    


     
4.2       Capital
Structure. The
authorized capital stock of the Company consists of one thousand (1,000) shares
of One Dollars ($1.00) par value voting common stock. There are no shares of
common stock issued and outstanding and no shares of common stock are held by
the Business in its treasury. No shares of capital stock are reserved for
issuance for any other purpose. All the issued and outstanding shares of capital
stock are duly authorized, validly issued, fully paid and nonassessable and have
not been issued in violation of any preemptive or similar rights. There are no
outstanding contractual obligations of the Business to repurchase, redeem, or
otherwise acquire any shares of common stock. The Business has two subsidiary
businesses. They are listed and described below.

    


    1.
Stewart Contracting Inc. doing business as Castlegrade Fine Masonry. This is an
active masonry company established in December 2005.

    


    2.
Stewart Contracting Inc. doing business as Jet-Black Sealcoating and Repair.
This business is currently inactive.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3      
      

            	
              Ownership
      of Shares.
      As of the date hereof, Greg S. Stewart is the sole Shareholder of
      record equally owning all shares of stock currently issued and
      outstanding, free and clear of all liens and
  encumbrances.

            


    

    


     
4.4       Capacity;
Authority. The
Seller has full legal capacity to execute the Sellers' Agreements and consummate
the transactions contemplated hereby and thereby. No person other than the
Seller has any interest in any of the assets of the Company.

    


     
4.5       Compliance
with Applicable Laws.
The Company is in compliance with all laws, regulations, rules and
governmental orders applicable to it.

    


     
4.6       Litigation. The Company is not subject
to any judgment, injunction, order or arbitration decision and there is no
litigation or administrative proceeding pending or threatened against the
Company.

    


     
4.7       Assets. The Company has, and, except
as otherwise provided herein, following the Closing will have, good and
marketable title to the Real Property described in the Lease attached as Exhibit
“A”.  Except as may be agreed upon between the parties hereto prior to
Closing and specified in the financial statements, all assets of the Corporation
shall be free and clear of all encumbrances.

    


     
4.8       Financial
Statements.
Sellers have provided to Buyers a complete listing of its assets and
liabilities as of December 31, 2006, which Buyers have reviewed to its
satisfaction. Prior to Closing and except for open purchase orders to its
vendors, Sellers will either cause all of its liabilities to be paid in full, or
that the Company, at Closing, will have accounts receivable in excess of its
accounts payable.

    


     
4.9       Taxes. Sellers have timely filed or
will timely file all federal, state, and county tax returns of every nature
which have due dates or will have due dates preceding Closing. All taxes and
interestlpenalties, if any, which were due prior to closing, shall be paid by
Shareholders. Except as provided for herein, Sellers shall indemnify and hold
harmless Buyers from all claims by all taxing authorities with respect to the
Business operations prior to the date hereof.

    


    5.           Contingencies
of Closing. This
sale is subject to the Buyers' investigation in accordance with the following
contingencies:

    


     
5.1       Independent
Investigation and Inspection. Buyers do hereby reconfirm
its Confidentiality Agreement dated March 19, 2007. At

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    all times
after the Effective Date, and upon five (5) days written notice to Sellers,
Buyers shall have supervised access to the Real Property and the Stewart
Contracting Inc. business operations for purposes of viewing and inspecting the
equipment, structures and status of current activities of Stewart Contracting
Inc. (the "Business") to learn and understand the operations
of the Business.

    


     
5.2       Due
Diligence. Seller
shall, within ten (10) business days from written request of the Buyers, provide
to the Buyers all reasonably requested Corporate documents (i.e., articles,
bylaws, minutes), including, but not limited to copies of leases, financial
statements and 2006 tax returns, copies of property statements, copies of
assessments, copies of any employee policy/benefit manuals and employment files,
and copies of 2006 utilities, repairs and maintenance invoices. Buyers shall
have until June 20th, 2007 to review and ask questions regarding such documents
and the operations of the Business. Unless extended in writing by the parties on
or before June 20th, 2007, Buyers shall be deemed to have either accepted or
waived all remaining contingencies to its Closing that pertain to its
investigation of the Business.

    


     
5.3       Operation
of Business Prior to Closing. Seller shall have operated
the Business in the normal and ordinary course of business and shall not have
make any sale of assets other than in the ordinary course of business without
the prior written consent of the Buyers. The parties acknowledge and agree that
cash balance amount of $317,878.78 shown on the year end reviewed financial
statement ending December 31, 2006 will be disbursed to the Sellers by December
15th, 2007
and the personal items belonging to the Sellers, all as listed on Exhibit "B"
attached hereto. All accounts receivable existing on the date of Closing shall
remain with the Business. At Closing, the Sellers shall make a list of all
accounts receivables and list of all vendors with outstanding invoices. To the
extent that the amounts owing to vendors exceeds the aggregate of the accounts
receivable at Closing, the Purchase Price payable herein shall be reduced,
dollar for dollar, for each dollar of excess liability. At Closing, Seller shall
provide Buyer with a list of any open purchase orders.

    


    6.           Source of
Funds.

    


    7.           Actions to Occur At
Closing.

    


     
7.1      Seller's
Deliveries. On
the Closing Date, the Sellers shall execute for delivery, as provided below, the
following:

    


    a.           Share
Certificates.
Endorsed stock certificates (with executed stock powers) transferring
ownership of certificates to the Buyers representing all of the outstanding
Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b.           Lease
Aqreement. A
Lease Agreement with Buyers for the lease of Sellers' Real Property in the form
attached as Exhibit "A.

    


    c.           Corporate
Records. The
complete stock books, Bylaws, minute books, corporate seals, and any and all
other corporate records or documents of the Company.

    


    d.           Other
Documentation.
Any and all further documentation necessary to complete this stock sale
transaction.

    


     
7.2     Buyer's
Deliveries. On
the Closing Date, the Buyers will execute for delivery or perform the
following:

    


    a.           Unanimous
Consent. A
unanimous Consent of Shareholders and Directors for the election of new Officers
and Directors of the Company, effective immediately upon the Resignations as
provided in Paragraph 7.1 (b) above.

    


    b.           Lease
Agreement. A
Lease Agreement with Seller for the lease of Sellers' Real Property in the form
attached as Exhibit " A.

    


    c.           Other
Documentation.
Any and all further documentation necessary to complete this stock sale
transaction.

    


    d.           Release. The release of Sellers from
any and all personal guaranties to suppliers or vendors to the Business,
effective upon Closing.

    


     
7.3     Proration
of Expenses. As
part of the Closing, the Buyers shall pay at Closing and as an addition to the
Purchase Price, Buyer's prorata share of real estate taxes, prepaid insurance
premiums, other prepaid expenses and any closing costs.

    


    8.           Indemnification

    


     
8.1     Indemnification
by the Sellers.
The Seller hereby agrees to indemnify, hold harmless, protect, and defend
Buyers from and against any and all claims, causes of action, liabilities,
losses, costs, taxes, damages, whether foreseeable or unforeseeable, arising out
of this sale of stock and prior to the date of this Agreement. The Sellers shall
indemnify the Buyers in respect of, and hold the Buyers harmless against damages
incurred or suffered by the Buyers or any affiliate thereof resulting from,
relating to or constituting:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a.           any
breach, as of the date of this Agreement or as of the Effective Date, of any
representation or warranty of the Sellers contained in this Agreement, or any
other agreement or instrument furnished by the Sellers to the Buyers pursuant to
this Agreement; or

    


    b.           any
failure to perform any covenant or agreement of the Sellers contained in this
Agreement, or any agreement or instrument furnished by the Sellers to the Buyers
pursuant to this Agreement.

    


     
8.2     Indemnification
by the Buyers.
The Buyers hereby agree to indemnify, hold harmless, protect, and defend
the Sellers, their agents, representatives, attorney's, officers and directors
from and against any and all claims, causes of action, liabilities, losses,
costs, taxes, damages, whether foreseeable or unforeseeable, arising out of this
sale of stock and after the date of this Agreement. The Buyers shall further
indemnify the Sellers in respect of, and hold it harmless against, any and all
damages incurred or suffered by the Sellers resulting from, relating to or
constituting:

    


    a.           any
breach, as of the date of this Agreement or as of the Closing Date, of any
representation or warranty of the Buyers contained in this Agreement or any
other agreement or instrument furnished by the Purchasers to the Sellers
pursuant to this Agreement;

    


    b.           any
failure to perform any covenant or agreement of the Buyers contained in this
Agreement or any other agreement or instrument furnished by the Buyers to the
Sellers pursuant to this Agreement.

    


    9.           Cooperation. Buyers, the Seller and
the Company agree to cooperate fully with one another in taking any actions
necessary or helpful to accomplish the transactions contemplated
hereby.

    


    10.         Costs and
Expenses. Buyers
are responsible for their own Attorney fees and other related costs. Seller is
responsible for its own Attorney fees and other related costs including, but not
limited to, any Federal or State income taxes which may be due as a result of
this transaction. No cost shall be paid by the other party without proper notice
and proper acceptance. Costs of any Closing Agent employed to close this stock
sale transaction shall be paid equally by the parties.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.         Parties
in Interest; Assignment.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, assigns and transferees. No
party may voluntarily or involuntarily assign its or their interest under this
Agreement without the prior written consent of the other party
hereto.

    


    12.         Amendment. No amendment, waiver of
compliance with any provision or condition hereof or consent pursuant to this
Agreement shall be effective unless evidenced by an instrument in writing signed
by the party against whom enforcement of any waiver, amendment or consent is
sought.

    


    13.         Governing
Law. This
Agreement shall be construed in accordance with and governed by the internal law
of the State of Idaho (without reference to its rules as to conflicts of
law).

    


    14.         Notice. All notices, requests,
consents, waivers and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been given if
transmitted by facsimile, upon acknowledgment of receipt thereof in writing by
facsimile or otherwise; if personally delivered, upon delivery or refusal of
delivery; if mailed by registered or certified United States mail, return
receipt requested, postage prepaid, upon delivery or refusal of delivery; or if
sent by a nationally recognized overnight delivery service, upon delivery or
refusal of delivery. All notices, consents, waivers or other communications
required or permitted to be given hereunder shall be addressed to the respective
party to whom such notice, consent, waiver or other communication relates at the
following addresses:

    


    
      	
               
      

            	
              To
      Sellers:

            	
              Greg
      Stewart

            


    

    Stewart Contracting Inc.

    Post Office Box 1275

    Pinehurst, ID 83850

    


     
With a copy to:

    


    
      	
               
      

            	
              To
      Buyers:

            	
              United
      Mine Services, Inc.

            


    

    Attn. Michael E. Reagan

    1044 NW Blvd. Suite D

    Coeur d'Alene, ID 83814

    


    15.         Counterparts. This Agreement may be
executed in one or more counterparts, each of which will be deemed an original
and all of which together will constitute one and the same
instrument.

    


    16.         Entire
Agreement. This
Agreement and the exhibits hereto embody the entire agreement and understanding
of the parties hereto and supersede
any and all prior agreements, arrangements and understandings relating to the
matters provided for herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    17.         Legal
Representation.

    


    18.         Further
Actions. After
the Effective Date, the Sellers shall execute and deliver such other
certificates, agreements, conveyances, and other documents, and take such other
action, as may be reasonably requested by Buyers in order to transfer and assign
to, and vest in, Buyers the Shares pursuant to the terms of this Agreement or to
permit Buyers to control the Company and its assets.

    


    19.         Attorney's
Fees. In the
event of any breach of this Agreement, the party responsible for the breach
agrees to pay reasonable attorney's fees and costs, including, but not limited
to the costs of service of notices incurred by the other party. The prevailing
party in any suit instituted arising out of this Agreement shall be entitled to
receive reasonable attorney's fees and costs incurred in such suit or
proceedings.

    


    20.         Arbitration
of Disputes. Any
controversy or claim arising out of or relating to this Agreement, or the actual
or alleged breach hereof, or arising out of or relating to the rights or duties
or obligations of the parties inter se in any capacity
respecting any matter that could be asserted in a dispute by way of
cross-complaint or counterclaim, shall be settled by exclusive and binding
arbitration, by a single arbitrator conducted in a Seller designated location in
accordance with, and by an arbitrator appointed pursuant to, the Rules of the
American Arbitration Association applicable to the type of dispute in question
in effect at the time, and judgment upon the award rendered pursuant thereto may
be entered in any court having jurisdiction thereof, and all rights or remedies
of the parties, or any of them, to the contrary are hereby expressly waived
except the right to obtain preliminary injunctive relief pending the
commencement of arbitration of the disputed matters. Notwithstanding any
provision of the aforesaid Rules or Statutes to the contrary, the refusal or
failure of any party to appear at or participate in any hearing or other portion
of any arbitration proceeding pursuant to this paragraph shall not prevent any
such hearing or proceeding from going forward, and the Arbitrator is empowered
to make a decision or render an award, or both, ex parte, which shall be binding
on such party as fully as though such party had fully participated in such
hearing or proceeding. As provided in Paragraph 19, the prevailing party in any
arbitration proceeding pursuant to this paragraph shall be entitled to an award
for such

    party's
expenses and attorneys' fees in connection therewith, and the cost of conducting
the arbitration proceeding shall be borne by the losing party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, Buyers,
each Seller and the Company have caused this Agreement to be signed, all as of
the date first written above.

    


    
      	
              BUYERS:

            	 
      	 
      	
              SELLERS:

            
	 
      	 
      	 
      	 
      
	
              United
      Mine Services, Inc

            	 
      	 
      	
              Greg
      S. and Jenny L. Stewart

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              KURT
      HOFFMAN

            	 
      	 
      	
              GREG S.
      STEWART

            
	
              Kurt
      Hoffman

            	 
      	 
      	
              Greg
      S. Stewart

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              JENNY L.
      STEWART

            
	 
      	 
      	 
      	
              Jenny
      L. Stewart

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              COMPANY;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              GREG S.
      STEWART

            
	 
      	 
      	 
      	
              Greg
      S. Stewart, President

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (EXHIBIT
"A" TO STOCK PURCHASE AND SALE AGREEMENT)

    


    LEASE
AGREEMENT

    


    THIS LEASE AGREEMENT is
entered into this 1st
day of November
, 2007 ("Effective Date"), jointly and severally by and between UNITED MINE SERVICES, INC., an
Idaho Corporation and (hereinafter collectively the "Lessee"), and Greg And
Jenny Stewart, husband and wife, (hereinafter collectively the
"Lessor")

    


    RECITALS:

    


    WHEREAS, Lessee herein and on
the Effective Date did purchase all of the shares of capital stock in Stewart
Contracting, Inc., an Idaho Corporation ("Company") from the Lessors;
and

    


    WHEREAS, as a condition to the
closing of such sale and purchase of shares, the Lessee desires to enter into
this Lease Agreement for the Real Property on which the Company has historically
been operated and Lessor desires to lease to the Lessee such Real Property all
on the terms and conditions as contained herein.

    


    IN WITNESS WHEREOF, the
parties have set their hands as of the Effective Date.

    


    1.           Premises. Lessor hereby leases to
Lessee for the term, at the rental, and upon all of the conditions set forth
herein, certain real property generally located at 202 S. Division Street in
Pinehurst Idaho, as more legally described on the Exhibit "A" attached hereto.
Said real property leased hereunder, including the land and all fixtures and all
other improvements existing thereon, are herein called the
"Premises".

    


    2.           Term. The term of this Lease shall
be for approximately twelve (12) months, beginning the Effective Date, and
ending on June 30, 2008 ("Term"). Any renewal options shall be mutually agreed
upon between Lessor and Lessee.

    


    3.           Rent. Lessee, jointly and
severally, shall pay to Lessor as rent for the Premises the amounts stipulated
hereinafter. All rent shall be paid in lawful money of the United States to
Lessor at P.O. Box 1275, Pinehurst, Idaho 83850, or to such party or place as
may be designated in writing hereafter by Lessor.

    


     
3.1           Base
Rent. During the Term of the lease, and in addition to insurance and
other charges required to be paid hereunder by Lessee, Lessee, shall pay to
Lessor, with respect to the Premises, a base monthly rental in the sum of Seven
Fifteen Hundred Dollars ($1,500.00) ("Base Rent"). Such Base Rent shall be
payable monthly and in advance on the first (1ST) day of
each month during the term hereof. The first months rent shall be prorated based
on the number of calendar days in the month of commencement, and paid on the
basis of Fifty Dollars ($50) per day and payable to Lessor on the Effective
Date.

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3.2           Late
Payment Charge.
In the event any payment of rent or other charge is delivered by Lessee
to Lessor more than ten (10) days after its due date, the Lessor shall be
further paid a $200 late payment charge.

    


    4.           Use. The Premises shall be used
only for commercial purposes, and only that relate to the operations of the
Company. The Premises shall not be used for any illegal purposes.

    


    Lessee hereby accepts the Premises in
its condition existing as of the Lease commencement date hereof, subject to all
applicable zoning, municipal, county, and state laws, ordinances, and
regulations governing and regulating the use of the Premises, and any covenants
or restrictions of record. and requirements in effect during the term or any act
of the term hereof, regulating the use by Lessee of the premises. Lessee shall
not use or permit the use of the Premises in any manner that will tend to create
waste or a nuisance.

    


    5.           Repairs.

    


     
5.1           Maintenance. Lessee shall, at
Lessee's own cost and expense repair or replace any damage or injury done to the
Premises, or any part thereof caused by Lessee or Lessee's agents, employees,
invitees, or visitors; provided, however, if Lessee fails to make such repairs
or replacements promptly, Lessor may, at its option, make such repairs and
replacements, and Lessee shall repay the reasonable cost thereof to the Lessor
on demand. In addition, at Lessee's own cost and expense, Lessee will (i) keep
all drainage pipes free and open; (ii) protect the water, heating and other
pipes so that they will not freeze or become clogged; and (iii) repair all leaks
and all damages caused by leaks or by reason of Lessee's failure to protect and
keep free, open and unfrozen any of the pipes and plumbing on said Premises.
Lessee shall be liable for the removal of ice and snow from the sidewalks in
front of and about said Premises and parking lot.

    


     
5.2           Improvements
or Repairs.
Lessor shall not be called upon to make any improvement or repair of any
kind upon said Premises. Lessee shall keep and maintain the Premises, including
all utilities. Said Premises shall at all times be kept and used in accordance
with the laws of the state, city or county where the Premises are located, and
ordinances of the appropriate jurisdictions, and in accordance with all
directions, rules and regulations of health officers, fire marshals, building
inspectors, or other proper officers of the City where the Premises are located,
at the sole cost and expense of said Lessee. Lessee will permit no waste, damage
or injury to the Premises.

    


     
5.3           Failure
to Perform. If
Lessee fails to perform Lessee's obligations under this Paragraph 5 or under any
other paragraph of this Lease, Lessor may, at Lessor's option, enter upon the
Premises after thirty (30) days' prior written notice to Lessee (except in the
case of emergency, in which case no notice shall be required), perform such
obligations on Lessee's behalf and put the Premises

    


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    in good
order, condition, and repair, and the reasonable cost shall be due and payable
as additional rent to Lessor together with Lessee's next rental
installment.

    


     
5.4           Surrender
Premises. On the
last day of the term hereof, or on any sooner termination, Lessee shall
surrender the Premises to Lessor in the same condition as received, ordinary
wear and tear excepted, clean and free of debris. Lessee shall repair any damage
to the Premises occasioned by the installation or removal of its trade fixtures,
furnishings and equipment. Notwithstanding anything to the contrary otherwise
stated in this Lease, Lessee shall leave the power panels, electrical
distribution systems, lighting fixtures, space heaters, plumbing and fencing on
the Premises in good operating condition.

    


    6.           Alterations. Upon the prior written
consent of Lessor, the Lessee may make alternations to the Premises. All
alterations, additions, and improvements which shall be made shall be at the
sole cost and expense of Lessee without lien against the Premises, and shall
become the property of Lessor at the termination of this Lease without
reimbursement to Lessee, and shall remain in and be surrendered with the
Premises as a part thereof at the termination of this Lease, without
disturbance, molestation or injury. Lessee agrees to comply with all laws,
ordinances, rules, and regulations of the City of Pinehurst and County of
Shoshone, or any other authorized public authority. Lessee further agrees to
save Lessor free and harmless from damage, loss, or arising out of said
work.

    


    7.           Utilities. Lessee hereby covenants and
agrees to pay all charges for heat, garbage, light, and water, and for all other
public utilities which shall be used in or charged against the entire building
during the full term of this Lease. All items, directly attributable to the
operation of Lessee's business on the Premises, including all license fees and
governmental charges levied on the operation of Lessee's business on the
premises will be paid directly by Lessee.

    


    8.           Insurance:
Indemnity.

    


     
8.1           Liability
Insurance -
Lessee. Lessee shall, at Lessee's
expense, obtain and keep in force during the term of this Lease a policy of
Combined Single Limit Bodily Injury and Property Damage Insurance insuring
Lessee and Lessor against any liability arising out of the use, occupancy or
maintenance of the Premises and all other areas appurtenant thereto. Such
insurance shall be in an amount not less One Million Dollars ($1,000,000) per
occurrence.

    


     
8.2           Property
Insurance. Lessee
shall obtain and keep in force with Lessor as the insured  or
beneficiary during the term of this Lease a policy or policies of insurance
covering loss or damage to the Premises, including covering Lessee's fixtures,
equipment and tenant improvements, in an amount  not less than the
full replacement value thereof, as the same may exist from time to time,
providing protection against all perils included within the classification
of

    


    


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    fire,
extended coverage, vandalism, malicious mischief, and "all risk" as such term is
used in the insurance industry but not plate glass insurance. The Lessor shall
be listed as a co-insured on such policy. A certificate of such insurance shall
be delivered to Lessor on or before the date hereof.

    


     
8.3           Payment
of Premiums.
Lessee shall pay the cost of all insurance required under Paragraphs 8.1
and 8.2 herein.

    


     
8.4           Waiver of
Subrogation.
Lessee and Lessor each hereby release and relieve the other, and waive
their entire right of recovery against the other for loss or damage arising out
of or incident to the perils insured against under Paragraph 8.2 which perils
occur in, on or about the Premises, whether due to the negligence of Lessor or
Lessee or their agents, employees, contractors and/or invitees. Lessee and
Lessor shall, upon obtaining the policies of insurance required hereunder, give
notice to the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.

    


     
8.5           Indemnity. Lessee shall indemnify and
hold harmless Lessor from and against any and all claims arising from Lessee's
use of the Premises, or from the conduct of Lessee's business or from any
activity, work or things done, permitted or suffered by Lessee in or about the
Premises or elsewhere and shall further indemnify and hold harmless Lessor from
and against any and all claims arising from any breach or default in the
performance of any obligation on Lessee's part to be performed under the terms
this Lease, or arising from any negligence of the Lessee, or any of Lessee's
agents, contractors, or employees, and from and against all costs, attorney's
fees, expenses and liabilities incurred in the defense of any such claim or any
such action proceeding brought thereon. In case any action or proceeding be
brought against Lessor by reason of any such claim, Lessee, upon notice from
Lessor, shall defend the same at Lessee's expense by counsel satisfactory to
Lessor. Lessee, as a material part of the consideration to Lessor, hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises arising from any cause and Lessee hereby waives all claims in
respect thereof against Lessor.

    


     
8.6           Exemption
of Lessor from Liability. Lessee hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the Premises, nor shall Lessor be liable for injury to the person of Lessee,
Lessee's employees, agents or contractors, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether the said damage or injury results from conditions arising upon
the Premises.

    


    


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    9.           Damage or
Destruction.

    


    
      	
               
      

            	
              9.1

            	
              Definitions.

            


    

    


    (a)           "Premises
Partial Damage" shall herein mean damage or destruction to the Premises to the
extent that the cost of repair is less than fifty percent (50%) of the fair
market value of the Premises immediately prior to such damage or destruction.
"Premises Building Partial Damage" shall herein mean damage or destruction to
the building of which the Premises are a part to the extent that the cost or
repair is less than fifty percent (50%) of the fair market value of such
building as a whole immediately prior to such damage or
destruction.

    


    (b)           "Premises
Total Destruction" shall herein mean damage or destruction to the Premises to
the extent that the cost of repair is fifty percent (50%) or more to the fair
market value of the Premises immediately prior to such damage or destruction.
"Premises Building Total Destruction" shall herein mean damage or destruction to
the building of which the Premises are a part of the extent that the cost of
repair is fifty percent (50%) or more of the fair market value of such building
as a whole immediately prior to such damage or destruction.

    


    (c)           "Insured
Loss" shall herein mean damage or destruction which was caused by an event
required to be covered by the insurance described in Paragraph 8.

    


     
9.2           Partial
Damage - Insured Loss.
Subject to the provisions' of Paragraphs 9.4, 9.5, and 9.6, if at any
time during the term of this Lease there is damage which is an Insured Loss and
which falls into the classifications of Premises Partial Damage or Premises
Building Partial Damage, then Lessor shall, up to limits of insurance proceeds,
repair such damage, including Lessee's fixtures, equipment or tenant
improvements, as soon as reasonably possible and this Lease shall continue in
full force and effect subject to Paragraphs 9.6(a) and (b).

    


     
9.3           Partial
Damage - Uninsured Loss.
Subject to the provisions, of Paragraphs 9.4, 9.5, and 9.6, if at any
time during the term of this Lease there is damage which is not an Insured Loss
and which falls within the classification of Premises Partial Damage or Premises
Building Partial Damage, unless caused by a negligent or willful act of Lessee
(in which event Lessee shall make the repairs at Lessee's expense), Lessor may
at Lessor's option either (i) repair such damage as soon as reasonably possible
at Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) give written notice to Lessee within thirty (30) days after the
date of the occurrence of such damage of Lessor's intention to cancel and
terminate the Lease as of the date of the occurrence of such damage. In the
event Lessor elects to give such notice of

    


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    Lessor's
intention to cancel and terminate this Lease, Lessee shall have the right,
within ten (10) days after the receipt of such notice, to give written notice to
Lessor of Lessee's intention to repair such damage at Lessee's expense, without
reimbursement from Lessor, in which event this Lease shall continue in full
force and effect, and Lessee shall proceed to make such repairs as soon as
reasonably possible. If Lessee does not give such notice within such ten (10)
day period, this Lease shall be canceled and terminated as of the date of the
occurrence of such damage.

    


     
9.4           Total
Destruction. If
at any time during the term of this Lease there is damage, whether or not an
Insured Loss, (including destruction required by any authorized public
authority), which falls into the classification of Premises Total Destruction or
Premises Building Total Destruction, this Lease shall automatically terminate as
of the date of such total destruction.

    


     
9.5           Damage Near End of
Term.

    


    (a)           If
at any time during the Term of this Lease there is damage, whether or not an
Insured Loss, which falls within the classification of Premises Partial Damage,
Lessor may at Lessor's option cancel and terminate this Lease as of the date of
occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage.

    


     
9.6           Abatement of Rent: Lessee's
Remedies.

    


    (a)           In
the event of damage described in Paragraph 9.2 or 9.3, and Lessor or Lessee
repairs or restores the Premises pursuant to the provisions of this Paragraph 9,
the rent payable hereunder for the period during which such damage, repair or
restoration continues shall be abated in proportion to the degree to which
Lessee's use of the Premises is impaired. Except for abatement of rent, if any,
Lessee shall have no claim against Lessor for any damage suffered by reason of
any such damage, destruction, repair or restoration.

    


    (b)           If
Lessor shall be obligated to repair or restore the Premises under the provisions
of Paragraph 9 and shall not commence such repair or restoration within ninety
(90) days after such obligations shall accrue, Lessee may, at Lessee's option,
cancel and terminate this Lease by giving Lessor written notice of Lessee's
election to do so at any time prior to the commencement of such repair or
restoration. In such event, this Lease shall terminate as of the date of such
notice.

    


     
9.7           Waiver. Lessor and Lessee waive the
provisions of any statutes which relate to termination of leases when leased
property is destroyed and agree that such event shall be governed by the terms
of this Lease.

    


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9.8           Hazardous
Waste. Lessor
hereby acknowledges that to the best of Lessor's knowledge there is no hazardous
waste or evidence of toxic materials on the Premises. Lessee hereby agrees to
comply with all federal, state and local regulations regarding hazardous waste
and toxic material disposal and agrees to hold Lessor harmless from any and all
loss, damage, or claims arising out of any violation of said regulations,
including attorney's fees caused by Lessee's noncompliance. In the event Lessee
disposes of any hazardous waste or toxic materials on the Property or the
Premises, in violation of any federal, state or local regulations is shall be
Lessee's sole responsibility to pay to clean up and remove the hazardous waste
and/or toxic material caused by Lessee. This provision shall survive the
termination of the Lease.

    


    10.         Taxes and
Assessments.

    


     
10.1           Real
Property Taxes and Assessments. Lessee shall pay the cost of
all real property taxes, and other assessments applicable to the
Premises.

     

     
10.2           Personal
Property Taxes.
Lessee shall pay, prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment, and all other personal
property of Lessee contained in the- premises or elsewhere. When possible,
Lessee shall cause said trade fixtures, furnishings, equipment, and all other
personal property to be assessed and billed separately from the real property of
Lessor.

    


    11.         Assignment. Lessee shall not let or
sublet the whole or any part of the Premises, nor assign this Lease or any par
thereof without the written consent of the Lessor, or Lessor's agents, which
consent may be unreasonably withheld. This Lease shall not be assignable by
operation of law. If consent is once given by Lessor to the assignment of this
Lease, or any interest therein, Lessor shall not be barred from afterwards
refusing to consent to any further assignment.

    


    12.         Defaults:
Remedies.

    


     
12.1           Defaults. The occurrence of any one or
more of the following events shall constitute a material default and breach of
this Lease by Lessee:

    


    (a)           The
vacating or abandonment of the Premises by Lessee

    


    (b)           The
failure by Lessee to make any payment of rent or any other payment required to
be made by Lessee hereunder, as and when due, where such failure shall continue
for a period of three (3) days after written notice thereof from Lessor to
Lessee. In the event that Lessor serves Lessee with Notice to Pay Rent or Quit
pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or
Quit shall also constitute the notice required by this
subparagraph.

    


    


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    (c)           The
failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Lessee, other than
described in subparagraph (b) above, where such failure shall continue for a
period of thirty (30) days after written notice hereof from Lessor to Lessee;
provided, however, that if the nature of Lessee's default is such that more than
thirty (30) days are reasonably required for its cure, then Lessee shall not be
deemed to be in default if Lessee commenced such cure within said thirty (30)
day period and thereafter diligently prosecutes such cure to
completion.

    


    (d)           (i)
The making by Lessee of any general arrangement or assignment for the benefit of
creditors; (ii) Lessee becomes a "debtor" as defined in 11 U.S.C. §101 or any
successor statute thereto (unless, in the ease of a petition filed against
Lessee, the same is dismissed within sixty [60j days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease, where possession
is not restored to Lessee within thirty (30) days; or (iv) the attachment,
execution or other judicial seizure of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease, where such
seizure is not discharged within thirty (30) days. Provided, however, in the
event that any provision of this Paragraph 12.1(d) is contrary to any applicable
law, such provision shall be of no force or effect.

    


    12.2           Remedies. In the event of any such
material default or breach by Lessee, Lessor may at any time thereafter, with or
without notice or demand and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such default or
breach:

    


    (a)           Terminate
Lessee's right of possession of the Premises by any lawful means, in which case
this Lease shall terminate and Lessee shall immediately surrender possession of
the Premises to Lessor. In such event, Lessor shall, be entitled to recover from
Lessee all damages incurred by Lessor by reason of Lessee's default including,
but not limited to, (i) the cost of recovering possession of the Premises; (ii)
expenses of reletting, including necessary renovation and alteration of the
Premises,including reasonable

    attorney's fees, and any real estate
commission actually paid.

    


    (b)           Maintain
Lessee's right to possession, in which case this Lease shall continue in effect
whether or not Lessee shall have abandoned the Premises. In such event Lessor
shall be entitled to enforce all of Lessor's rights and remedies under this
Lease including the right to recover the rent as it becomes due
hereunder.

    


    


    


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    (c)           Pursue
any other remedy now or hereafter available to Lessor under the laws or judicial
decisions of the state wherein the Premises are located. Unpaid installments of
rent and other unpaid monetary obligations of Lessee under the terms of this
Lease shall bear interest from the date due at twelve percent (12%) per
annum.

    


    13.         Condemnation. If the whole of the Premises
shall be taken by the city or state or other public authority for any public
use, then the tenancy hereby granted shall cease on the day prior to the vesting
of title in such authority and rent due hereunder shall be paid and adjusted as
of that day. If a portion of said demised Premises shall be taken and as a
result thereof, there shall be such a major change in the character of the
Premises as to prevent Lessee from using the same in substantially the same
manner as therefore used, then and in that event the Lessee may either cancel
and terminate this Lease as to the specific project location only as of the date
when the part of the Premises so taken shall be required for such public purpose
or said Lessee may continue to occupy the remaining portion; provided, however,
the Lessee shall give written notice to the Lessor within fifteen (15) days
after the date of such vesting of title of its election. In the event Lessee
shall remain in possession and occupation of the remaining portion, all the
terms and conditions of this Lease shall remain in full force and effect with
respect to such remaining portion, except that the rent reserved to be paid
hereunder shall be equitably adjusted according to the amount and value of the
remaining space. Lessee agrees to make such repairs or improvements as shall be
necessary to make the remaining portion of the Premises useful. The entire award
of damages or compensation for the Premises taken or the amount taken pursuant
to private purchase in lieu thereof, whether such condemnation or sale be total
or partial, shall belong to and be the property of Lessor, provided, however,
nothing herein contained shall be deemed or construed to prevent Lessee from
interposing and prosecuting in any condemnation proceeding a claim for the value
of any trade fixture installed in the demised Premises by Lessee. In case of a
partial condemnation of the demised Premises, Lessor shall reimburse Lessee from
any award for the cost, loss or damages sustained by Lessee as a result of any
alterations, modifications or repairs which may be reasonably required of Lessee
in order to place the remaining portion of the demised Premises not so condemned
in a suitable condition for Lessee's further occupancy.

    


    14.         Option to
Purchase. At any
time during the Term of this Lease, and provided Lessee is not in default in any
of the terms herein, and provided the Lessor has decided to sell the property,
Lessee shall have the exclusive option to purchase the Premises for a mutually
agreed upon price. The terms of said purchase shall include full payment of the
purchase price in cash, of lawful money of the United States of America in
currency or certified check thereof, unless agreed otherwise between the
parties. Marketable title shall be conveyed by Warranty Deed free of all
encumbrances except rights of ways and easements of record. Further, Lessor
shall supply title insurance insuring marketable title in Lessee as buyers free
of encumbrances except those delineated above. If this option is exercised, the
sale shall be closed at such

    


    


    


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    place as
the parties may mutually agree, provided that such closing occurs not later than
the date of expiration of the Term of this Lease.

    


    15.         Severability. The invalidity of any
provision of this Lease as determined by a court of competent jurisdiction,
shall in no way affect the validity of any other provision hereof.

    


    16.         Time of
Essence. Time is of the
essence.

    


    17.         Additional
Rent. Any
monetary obligations of Lessee to Lessor under the terms of this Lease shall be
deemed to be rent.

    


    18.         Incorporation
of Prior Agreements: Amendments. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
agreement or understanding pertaining to any such matter shall be effective.
This Lease may be modified in writing only, signed by the parties in the
interest at the time of the modification. Lessee assumes all responsibility
regarding the Occupational Safety Health Act, the legal use and adaptability of
the Premises and the compliance thereof with all applicable laws and regulations
in effect during the term of this Lease except as otherwise specifically stated
in this Lease.

    


    19.         Notices. Any notice required or
permitted to be given hereunder shall be in writing and may be given by personal
delivery or by certified mail, and if given personally or by mail, shall be
deemed sufficiently given if addressed to Lessee or to Lessor at the address
noted below the signature of the respective parties, as the case may be. Either
party may by notice to the other specify a different address for notice purposes
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate.

    


    20.         Waivers. No waiver by Lessor or any
provision hereof shall be deemed a waiver of any other provision hereof or of
any subsequent breach by Lessee of the same or any other provision. Lessor's
consent to, or approval of any act, shall not be deemed to render unnecessary
the obtaining of Lessor's consent to or approval of any subsequent act by
Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any
preceding breach by Lessee of any provision hereof, other than the failure of
Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge
of such breach at the time of acceptance of such rent.

    


    21.         Recording. Either Lessor or Lessee
shall, upon request of the other, execute, acknowledge and deliver to the other
a "short-form" memorandum of this Lease for recording purposes.

    


    22.         Holding
Over. If Lessee,
with Lessor's consent, remains in possession of the Premises or any part thereof
after the expiration of the term hereof, such occupancy

    


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    shall be
a tenancy from month to month upon all the provisions of this Lease pertaining
to the obligations of Lessee, but all options and rights of first refusal, if
any, granted under the terms of this Lease shall be deemed terminated and be of
no further effect during said month-to-month tenancy.

    


    23.         Cumulative
Remedies. No
remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in
equity.

    


    24.         Covenants
and Conditions.
Each provision of this Lease performable by Lessee shall be deemed both a
covenant and a condition.

    


    25.         Binding
Effect: Choice of Law.
This Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of the state of
Idaho, wherein the Premises are located.

    


    26.         Subordination.

    


     
26.1           Lessor's
Option. This
Lease, at Lessor's option, shall be subordinate to any ground lease, mortgage,
deed of trust, or any other hypothecation or security now or hereafter placed
upon the real property of which the Premises are a part and to any and all
advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Lessee's right to quiet possession of the Premises shall not be
disturbed if Lessee is not in default and so long as Lessee shall pay the rent
and observe and perform all of the provisions of this Lease. If any mortgagee,
trustee or ground lessor shall elect to have this Lease prior to the lien of its
mortgage, deed of trust or ground lease, and shall give written notice thereof
to Lessee, this Lease shall be deemed prior is to such mortgage, deed of trust,
or ground lease, whether this Lease is dated prior or subsequent to the date of
said mortgage, deed of trust or ground lease, or the date of recording
thereof.

    


     
26.2           Lessee's
Obligation.
Lessee agrees to execute any documents required to effectuate an
attornment, a subordination or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Lessee's failure to
execute such documents within ten (10) days after written demand shall
constitute a material default by Lessee hereunder, or, at Lessor's option,
Lessor shall execute such documents on behalf of Lessee as Lessee's
attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint
Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to
execute such documents in accordance with this Paragraph 26.2.

    


    27.         Attorney's
Fees. If any
party named herein brings an action to enforce the terms hereof or declare
rights hereunder, the prevailing party in such action, on trial or appeal, shall
be entitled to its reasonable attorney's fees to be paid by the
losing.

    


    


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    party as
fixed by the court. The provisions of this paragraph shall inure to the benefit
of the party
named herein who seeks to enforce a right hereunder.

    


    28.         Lessor's
Access. Lessor
and Lessor's agents shall have the right to enter the Premises at reasonable
times for the purpose of inspecting the same, showing the same to prospective
Buyers, lenders, or lessees, and making such alterations, repairs, improvements
or additions to the Premises or to the building of which they are a part as
Lessor may deem necessary or desirable. Lessor may at any time place on or about
the Premises any ordinary "For Sale" signs and Lessor may at any time during the
last thirty (30) days of the term hereof place on or about the Premises any
ordinary "For Lease" signs, all without rebate of rent or liability to
Lessee.

    


    29.         Signs. Lessee shall not place any
sign upon the Premises, without Lessor's prior consent, which consent shall not
be unreasonably withheld. Approval is hereby given by Lessor for the
installation of such identification, subject only to the Lessor's written
approval of the exact location, size and type of display desired.

    


    30.         Merger. The voluntary or other
surrender of this Lease by Lessee, or a mutual cancellation thereof, or a
termination by Lessor, shall not work a merger, and shall, at the option of
Lessor, terminate all or any existing sub-tenancies or may, at the option of
Lessor, operate as an assignment to Lessor of any or all of such
subtenancies.

    


    31.         Consents. Except as otherwise
provided, wherever in this Lease the consent of one party is required to an act
of the other party, such consent shall not be unreasonably
withheld.

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Lease on the date first written
above.

    


    
      	
              LESSEE:

            	
              LESSOR:

            
	 
      	 
      
	
              UNITED
      MINE SERVICES, INC.

            	
              GREG
      AND JENNY STEWART

            
	 
      	 
      
	 
      	 
      
	
              KURT
      HOFFMAN

            	
              GREG
      STEWART

            
	
              Kurt
      Hoffman, President

            	
              Greg
      Stewart

            
	 
      	 
      
	 
      	
              JENNY
      STEWART

            
	 
      	
              Jenny
      Stewart

            


    

    


    


    


    


    


    


    


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