SHARE SWAP AGREEMENT

	The parties to this SHARE SWAP AGREEMENT (the "Agreement")
are Legend Motors Worldwide, Inc, and Vern Kauffman, Owner LA
West, Inc. and enter into this Share Swap Agreement on this 1st
day of July, 2005.

	WHEREAS, Legend Motors Worldwide, Inc is the owner of
1,647,084(One Million Six Hundred Thousand and Eighty Four)
shares of Legend Motors Worldwide, Inc; and

	WHEREAS, Vern Kauffman is the owner of 51 (Fifty One)
shares of LA West, Inc. ; and

	WHEREAS, Legend Motors Worldwide, Inc and Vern Kauffman are
desirous of executing a swap of their respective shares; Legend
Motors Worldwide, Inc will transfer the shares to Vern Kauffman
and Vern Kauffman will transfer the shares to Legend Motors
Worldwide, Inc. and

	WHEREAS, the 1,647,084 shares of Legend Motors Worldwide,
Inc and the 51 shares of LA West Inc. represent equal values;

	Therefore, the parties hereby agree as follows:

1.	Definitions.  As used herein, the following terms
shall have the
following meanings:

(a)	"Securities Act" means the Securities Act of
1933, as amended.

(b)	"Exchange Act" means the Securities Exchange Act
of 1934, as amended.

(c)	"Register," "registered," and "registration"
refer to a  registration effected by preparing and filing a registration
statement in compliance with the Securities Act and the
declaration or ordering of effectiveness of such registration
statement.

(d)	"Registrable Securities" means that number of
shares of Common Stock purchased by the Holder and any additional
shares of Common Stock that may be issued by the Company as a dividend or
other distribution in respect of those shares.

(e)	"SEC" means the Securities and Exchange
Commission.

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2.	The Shares.

(a)	The shares of both entities have not been
registered in any  jurisdiction, Including, but not limited
to registration pursuant to the Securities Act or the Registration
Act, nor under any State securities Act or any foreign registration
act. (if some are registered, indicate here].

(b)     The parties agree that certificates representing
ownership of the shares shall bear a restrictive Rule 144 legend,
and may not be sold or transferred, except pursuant to the
respective company filing a registration statement, pursuant to
Rule 144 of the Securities Acts of the United States of America.
Any removal of the legend on the respective shares shall require
an opinion of counsel, with the respective company's counsel
consenting to any opinion from an independent source.

(c)        Each Party represents that the shares held
by each are free and clear of any liens, claims, mortgage,
hypothecation agreement and are fully paid and non-assessable and
that the respective party is free to transfer said shares,
without reservation.

3.	Cooperation with the Companies.

(a)   	The parties will cooperate with the Companies in all respects
in connection with this Agreement, including, without limitation,
timely supplying all information reasonably requested by the
Company and executing and returning all documents reasonably
requested in connection with the transfer of the shares in
connection with this swap of the securities.

(b)     When the respective shares are delivered pursuant to
Paragraph 4, below, each certificate shall have attached to it a
signature guarantee, with a Medallion guarantee or any other type
of signature guarantee acceptable by the respective company or
its transfer agent.

4.      The Swap

	Within ten (10) business days after the execution of this
Agreement, the Parties shall deliver their respective shares,
with appropriate signature guarantee to Commerce Street Venture
Group, Inc., who shall submit the share certificates to the
respective transfer agent for the company, with instructions to
transfer the shares into the name of the other party.  When the
shares of both parties are returned, after appropriate transfer,
Commerce Street Venture Group, Inc. shall then deliver the
respective new shares to the parties.

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5.	Miscellaneous.

(a)	Waiver.  No waiver by any party of any condition or of any breach
of any provision of this Agreement shall be effective unless in writing.

(b)	Notices.  All notices and other communications pursuant to this
Agreement shall be deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered
personally, telecopied, sent by nationally-recognized, overnight
courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as shall be
specified by like notice):


Legend Motors Worldwide
17322 Westfield Park Road
Westfield, In. 46074
Attn John Pendl



Vern Kauffman
LA West Inc.
1995 E. US 20
La Grange, In. 46761



Commerce Street Venture Group, Inc
17322 Westfield Park Rd
Westfield In 46074

Any notice so addressed, when mailed by registered or certified
mail shall be deemed to be given three (3) days after so mailed,
when telecopied shall be deemed to be given when transmitted, or
when delivered by hand or overnight shall be deemed to be given
when delivered.

(c)	Invalidity of Provisions.  If any provisions of this Agreement
shall be determined by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein
shall not be affected thereby.

(d)	Entire Agreement.  This Agreement contains the entire
understanding of the parties hereto in respect of the subject
matter hereof, and supersedes all prior negotiations and
understandings, oral or written, between the parties with respect
to the subject matter hereof.

(e)	Counterparts; Facsimile Signatures.  This Agreement may be
executed in one or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the
same agreement.  Facsimile signatures hereon shall have the same
legal force and effect as original signatures.

(f)	Successors and Assigns.  This Agreement shall be enforceable by,
and shall inure to the benefit of and be binding upon, the
parties and their respective successors and assigns.  As used
herein, the term "successors and assigns" shall mean, where the
context so permits, heirs, executors, administrators, trustees
and successor trustees and personal and other representatives.

(g)	Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana
applicable to contracts made and to be preformed therein without
otherwise giving effect to principles of conflicts of laws.
Venue for any action hereunder shall be proper only in the State
of Indiana.

(h)	Amendments.  This Agreement may be amended only by the
written consent of all parties hereto.

(i)	Headings.  The headings set forth in this Agreement have been
inserted for convenience of reference only, shall not be
considered a part of this Agreement and shall not limit, modify
or affect in any way the meaning or interpretation of this
Agreement.

(j)	Expenses     Each party shall be responsible for their
respective costs associated in connection with this Agreement.
In the event of any litigation arising pursuant to this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees.

	IN WITNESS WHEREOF, the parties hereto have caused this
SHARE SWAP AGREEMENT to be executed and delivered as of the
______ day of July, 2005.


                            /s/ Vern Kauffman
                            __________________________
                            Vern Kauffman

                            Address:


                            /s/ L.G. Hancher
                            __________________________
                            L.G. Hancher Jr


                            Address:





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