**Exhibit 10.14**

 

REAL PROPERTY LEASE

 

PARTIES:

STERLING PACIFIC, a partnership (Lessor)

COUNTRY COACH, INC., an Oregon corporation (Tenant)

 

AGREEMENTS:

 

1.                                       PREMISES:  Lessor hereby leases to Tenant approximately2,200 square feet of offices and 24,600 square feet of industrial buildingcommonly known as 29417 Airport Road, Eugene, Oregon. The area leased asdescribed in the preceding sentence is referred to herein as the “LeasedPremises.

 

2.                                       TERM.  This lease shall run for a period of One (1) yearcommencing on November 3, 2003, and terminating at 12 midnight on November 2,2004. In addition, Tenant shall have the option to renew the term for fouradditional one year periods as hereinafter provided.

 

3.                                       RENT.  Tenant shall pay as monthly rent for the firstyear term of this lease NINE THOUSAND DOLLARS ($9,000.00) per month. Rentpayment shall be due on the first day of each month, in advance, except for thefirst and last month which shall be prorated. In the event rent is not paid bythe tenth (10th) day of the month, a late fee of five (5%) percent of themonthly Rent amount shall be added to, and due with, the monthly rent payment. Rentshall be adjusted as set forth below. The rent shall be paid to Lessor at the addresshereinafter provided (see paragraph 30) for giving notice to Lessor, or at suchother place or to such other person as Lessor may designate in writing. Rentfor the renewal option shall be as subject to adjustment as set forth herein.

 

The monthly rent shall be adjusted on thefirst day of each successive renewal year after the initial term of this leaseto reflect changes in the cost of living with an annual cap of three percent(3%). The adjustment shall be made by multiplying the rent in effect immediatelypreceding the adjustment by a fraction wherein the Index at the adjustment dateis the numerator and the Index at the date the rent in effect was established (whichdate is the first day of the initial term or the adjustment made during theinitial term and which date is the first day of the renewal term for theadjustments made during the renewal term) is the denominator. “Index” as usedherein as defined as the United States Department of Labor, Consumer PriceIndex U.S. City Average (CPI-U) (1982-84 -100 for All Urban Consumers).

 

An example of the operation of this provisionis as follows:

 

If this lease commences on November 1,2003, and the Index at that date is 180; and the Index as of November, 2004 is184; then the rent will be established by the following formula:

 

$9,000 x 184/180 = $9,200. The rent for theperiod from November 1, 2004 to November 1, 2005 shall be the amountof $9,200 per month.

 

If the Index information is not available atthe date of any adjustment to be made hereunder, the adjustment shall be madeas soon as such information is available, retroactive to the effective date, andany adjustment in the rent shall be paid by Tenant to Lessor forthwith upon thefurnishing of such information from Lessor to Tenant. In the event the Indexbecomes unavailable for any reason, the adjustment provided herein shall bebased upon the most comparable index then available from the United StatesDepartment of Labor.

 

Notwithstanding any other provision containedherein, in no event shall the monthly rent be reduced below the amount of NINETHOUSAND DOLLARS ($9,000.00).

 

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All taxes, insurance costs, utility charges,and any other amounts that. Tenant is required by lease to pay or reimburse toLessor or third parties shall be deemed additional rent.

 

4.                                       PURPOSE.  Tenant shall use and occupy the office portionof the Lease Premises for office purposes. Tenant shall use the warehouse portionof the Leased Premises for Tenant’s conversion of buses to motor homes. Tenantmay not use the Leased Premises for any other purpose without Lessor’s priorwritten consent, in Lessor’s sole discretion. Tenant acknowledges that Lessorhas a significant interest in the activities conducted upon the Leased Premisesand that the granting or withholding of consent by Lessor to any other use ofthe Leased Premises is solely within the Lessor’s discretion. The Lessor hasagreed to lease the Leased Premises to Tenant only with Tenant’s assurances thatthe Leased Premises would be returned in good condition and would not bedamaged or marred by Tenant’s business activities. Tenant shall in particularprotect the Leased Premises against paint and overspray and shall not attachany trade fixtures to the structure, such as attaching a crane to the roof, withoutLessor’s prior written consent in Lessor’s sole discretion.

 

5.                                       LIMITATIONS ONUSE.  Tenant will not use the Leased Premisesin any manner which would deface or injure the Leased Premises or the real propertyupon which the Leased Premises is located. Tenant shall not permit any objectionablenoise or odor to escape from or be omitted from the Leased Premises, or permitany use or activity upon the Leased Premises tending to create a nuisance. Tenantshall not impose floor loads upon any portion of the Leased Premises in excessof the floor loads, which may be established by Lessor with reference toreasonable engineering standards. Tenant shall refrain from any activity thatwould make it impossible to insure the Leased Premises against casualty.

 

Tenant shall not cause or permit any HazardousSubstance to be spilled, leaked, disposed of, or otherwise released on or underthe Leased Premises. Tenant may use or otherwise handle on the Leased Premisesonly those Hazardous Substances typically used or sold in the prudent and safe operationof the business specified in Paragraph 4. Tenant may store such HazardousSubstances on the Leased Premises only in quantities necessary to satisfyTenant’s reasonably anticipated needs. Tenant shall comply with all EnvironmentalLaws and exercise the highest degree of care in the use, handling, and storage ofHazardous Substances and shall take all practicable measures to minimize thequantity and toxicity of Hazardous Substances used, handled, or stored on the LeasedPremises. Upon the expiration or termination of this lease, Tenant shall removeall Hazardous Substances from the Leased Premises. The term Environmental Law shallmean any federal, state, or local statute regulation, or ordinance or any judicialor other governmental order pertaining to the protection of health, safety or theenvironment. The term Hazardous Substance shall mean any hazardous, toxic,infectious, or radioactive substance, waste, or material as defined or listedby an Environmental Law and shall include, without limitation, petroleum oiland its fractions.

 

6.                                       SIGNS.  Tenant may install one or more suitable signsupon the Leased Premises subject to the prior written approval of Lessor, whichshall not be unreasonably withheld. Tenant shall be responsible for the expenseof the installation of such signs, the repair and maintenance of such signs, andfor removing the signs upon the expiration or termination of this lease and repairingany and all damage to the Leased Premises caused thereby. Tenant shall beresponsible for ensuring that all signs comply with all applicable law.

 

7.                                       COMPLIANCE WITHLAW.  Tenant, at Tenant’s expense, shallpromptly observe and comply with all present and future laws, orders, regulations,rules, ordinances and requirements of federal, state, county and citygovernments with

 

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respect to the use, care and control of the Leased Premises.

 

8.                                       REPRESENTATIONS. Except as set forth in Paragraph 2,Tenant acknowledges that this lease is accepted and executed on the basis of Tenant’sown examination and personal knowledge of the value and condition of the LeasedPremises; that no representation as to the value, condition or repair of the LeasedPremises has been made by Lessor or any agent of Lessor; and that Tenant agreesto take the Leased Premises in the condition the Leased Premises are in at thetime of the execution of this lease as documented in a walk through betweenLessor and Tenant.

 

9.                                       ASSIGNMENT ANDSUBLEASE.  The interest of Tenant underthis lease may be assigned, wholly or partially, or all or any portion of theLeased Premises may be sublet, with the prior written consent of Lessor. Theparties acknowledge that Lessor has a significant interest in the person orpersons occupying the Leased Premises and that the granting or withholding ofconsent by Lessor to assignment or subleasing shall be solely within the Lessor’sdiscretion. No assignment or sublease, or consent thereto by Lessor, shall relieveTenant, wholly or partially, from the obligations of Tenant to Lessor underthis lease unless agreement is reached to the contrary.

 

10.                                 UTILITIES.  Lessor shall furnish no utilities or services,and Tenant shall arrange for, and pay for, all utilities and services used byTenant upon the Leased Premises during the term of this lease, including, withoutlimitation, gas, electricity, water, sewage service, telephone service andtrash removal.

 

11.                                 ALTERATIONS ANDIMPROVEMENTS.  Tenant will not make orcause to be made any alteration or improvements upon the Leased Premises, withoutthe prior written consent of Lessor. All alterations or improvements to theLeased Premises shall be presumed to become an integral part of the Leased Premises,shall remain for the benefit of Lessor and shall not be removed unlessotherwise expressly agreed in writing. The above restrictions shall not applyto movable furniture and trade fixtures installed by Tenant during the term ofthis lease. Upon the termination of this lease, such trade fixtures may beremoved by Tenant upon the condition that Tenant repair, at Tenant’s expense, alldamage to the Leased Premises resulting from such removal. The renewal of thislease or the extension of its term in any manner shall not affect the right ofTenant to remove trade fixtures as provided herein. Provided, that as set forthin Paragraph 5. above, Tenant may not affix or attach any trade fixture to the structureof the building without Lessor’s prior written consent, in Lessor’s discretion.

 

12.                                 REPAIRS ANDMAINTENANCE.  Lessor shall, at Lessor’s expense,maintain the roof, gutters, exterior walls (including painting), bearing walls,structural members, floor slabs, foundation, exterior water, sewer, and other utilitylines up to the point of entry to the buildings, water, sewer, and utilitylines within the walls or underground that a damaged where damage is not due toTenant’s negligence, and major repair or replacement of the HVAC equipment. Lessor’sobligation to repair shall arise only upon receipt of written notice fromTenant, and Lessor shall have a reasonable period of time after receipt of suchnotice to commence and complete such repairs.

 

Tenant’s responsibilities shall be maintenanceof ceilings, floor coverings, interior walls, light fixtures, doors &windows, and plumbing & electrical outside the walls and above groundlevel, grounds, regular service of the HVAC equipment (excluding major repairor replacement), and any repairs due

 

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to the Tenant’s negligence, or negligence of customers for the Tenant. Exceptfor repairs and maintenance which are the responsibility of Lessor under the provisionsof this paragraph, Tenant shall, at Tenants expense, maintain the Leased Premisesin good order and condition during the term of this lease. Specifically, Tenantshall be responsible for all repair or replacement in the same manner as areasonably prudent owner, and repairs and replacements shall be made without regardto the expiration date of this lease provided Tenant is notified in writing bythe Landlord within 90 days after expiration of the lease.

 

13.                                 RETURN OF PREMISES.  Upon the expiration of this lease, or its terminationfor any cause, Tenant will surrender the Leased Premises in good order and conditionexcepting damage resulting from fire, acts of God or other casualty not causedby the negligence or fault of Tenant. Specifically, Tenant shall fully restore,clean up and recondition the Leased Premises, including any paint or overspray,and shall restore the walls and floors to their condition at the execution ofthe original lease term as evidenced by the documentation of a walk throughbetween Lessor and Tenant, excepting normal wear and tear.

 

14.                                 ACCESS BY LESSOR.  Lessor: and Lessor’s representatives andagents shall have free access to the Leased Premises at reasonable times forthe purpose of examining or exhibiting the same or to make any repairs or alterationson the Leased Premises which the Lessor deems convenient for the maintenance orpreservation thereof; provided that this paragraph shall not be deemed a modificationof the repair and maintenance responsibilities provided for in this lease.

 

15.                                 LIENS ANDENCUMBRANCES.  Tenant shall keep theLeased Premises free and clear of any and all liens or encumbrances imposed orthreatened to be imposed on the Leased Premises by reason of any contract, actor omission by Tenant.

 

16.                                 INJURY TO PROPERTY ORPERSON.  Tenant is responsible for thecondition of the Leased Premises during the term of this lease and any damageor injury to property or person resulting from the condition of the componentsof the Leased Premises for which Tenant is responsible, or the activities ofTenant and subtenants of Tenant or person upon the Leased Premises with the expressor implied consent of Tenant. Tenant shall indemnify and save Lessor harmlessfrom any loss, damage, claim or demand arising out of such condition oractivities. Lessor sha1l 1ike wise indemnify and save Tenant harmless from anyloss, damage, claim or demand arising out of conditions or activities that are theresponsibility of Lessor. Tenant shall obtain and maintain in full force and effectliability insurance in a combined single limit of not less than ONE MILLIONDOLLARS ($1,000,000.00), indemnifying Tenant from any liability, claim ordemand arising out of such condition or activities, and naming Lessor as an additionalinsured. Such insurance shall be written by an insurance company authorized totransact business within the state of Oregon, and shall provide that such insurancemay not be canceled or terminated in any manner without not less than ten (10) days’written notice to Lessor. A copy of such insurance policy or certificate evidencingsuch insurance coverage shall be furnished to Lessor upon written request toTenant.

 

17.                                 DEFAULT BY TENANT.  In the event Tenant shall fail to pay anypayment coming due hereunder from Tenant to Lessor within ten (10) daysfrom the due date thereof, or in the event Tenant shall violate or fail toperform any other covenant, condition or provision of this lease within fifteen(15) days after written notice thereof is given to Tenant by Lessor, Lessorshall be entitled to the following remedies:

 

a. Without terminating this lease, Lessorshall be entitled to recover from Tenant any amounts due hereunder, or anydamages arising out of

 

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the violation or failure of Tenant to performany covenant, condition or provision of this lease.

 

b. Lessor may elect to terminate this leaseand any and all interest and claim of Tenant by virtue of such lease, whethersuch interest or claim is existing or prospective, and to terminate allinterest of Tenant in the Leased Premises. Such termination shall, at theelection of Lessor, also terminate any sublease by Tenant, whether or not Lessorhas theretofore consent to such sublease.

 

c. Lessor may elect to relet the LeasedPremises.

 

The foregoing remedies shall be in additionto, and shall not exclude, any other remedy available to Lessor at law or inequity. The ten (10) day grace period for the payment of amounts comingdue hereunder is in recognition of the ten (10) day grace period for thepayment of rent provided by the statutes of the state of Oregon; and shall notbe construed as an addition to, or an extension of, such grace period providedthe statute. All remedies, to the extent they are not inconsistent with eachother, shall be deemed cumulative. The election by Lessor of one remedy shallnot prevent the subsequent election by Lessor of an inconsistent remedy unlessTenant has substantially changed Tenant’s position in reliance upon such priorelection by Lessor.

 

In the event this Lease is terminated, allobligations and indebtedness of Tenant to Lessor arising out of this leaseprior to the date of such termination shall survive such termination.

 

Upon such termination, or upon the electionby Lessor to relet the Leased Premises, Lessor may reenter the Leased Premisesand take possession thereof and remove any persons and property by legal actionor by self-help with the use of reasonable force and without liability fordamages, and Tenant shall indemnify and hold Lessor harmless from any claim ordemand arising out of such reentry and removal of persons or property.

 

In the event Lessor reenters the LeasedPremises upon termination, or for the purpose of reletting, Lessor shall makeall reasonable good faith efforts to mitigate its damages and may relet all orsome portion of the Leased Premises, alone or in conjunction with otherproperties, for a term longer or shorter than the term of this lease, upon anyreasonable terms and conditions, including the granting of a period of rent-freeoccupancy or other rental concession, and Lessor may, but shall not be requiredto, relet the Leased Premises for any use or purpose other than specified inthis lease, and Lessor shall not be required to relet to any tenant whichLessor may reasonably consider objectionable.

 

In the event of termination by Lessor, Lessorshall be entitled to recover immediately as damages, subject to reasonable goodfaith mitigation efforts, the total of the following amounts:

 

a. Any amount by which Tenant’s total obligationsunder this lease exceed the reasonable rental value of the Leased Premises asat the date of default, for the remaining term of the lease.

 

b. The reasonable costs of reentry andreletting, including, but not limited to, any expense of cleaning, repairing, altering,remodeling, refurbishing, removing Tenant’s property, or any other expense incurredin recovering possession of the Leased Premises or reletting the LeasedPremises, including, but not limited to, attorney’s fees, court costs, broker’scommissions and advertising expense.

 

c. The loss of rent accruing until the datewhen a new tenant has

 

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been, or with the exercise of reasonable diligencecould have been, obtained.

 

18.                                 DESTRUCTION OF PREMISES. If the Leased Premises are destroyed or damagedby Act of God, by fire or by other casualty to the extent that Lessor determines,in Lessor’s sole discretion, that it is impractical or inadvisable to repair orreconstruct, then Lessor shall give Tenant written notice of such decision and thislease shall terminate as of the date of such damage or destruction. Lessorshall have a period of thirty (30) days following the damage or destruction withinwhich to decide whether the repairs or reconstruction shall be made. If Lessor decidesto repair or reconstruct, this lease shall continue in full force and effect, however,if the extent of the damage prevents, or will prevent, the Tenant from usingthe leased premises for its manufacturing operation for a period of 90 days fromthe date of the damage, then the Tenant shall have the option to terminate thelease immediately. If Lessor elects to repair or reconstruct, the repairs orreconstruction shall be commenced without undue delay and shall be diligently prosecutedto completion. In any event, Tenant shall be entitled to a reduction of therent from the date of such damage or destruction until the repair orreconstruction is completed in an amount proportionate to the extent to whichsaid damage or destruction and the making of repairs interferes with theoccupancy by the Tenant of the Leased Premises.

 

19.                                 TAKING FOR PUBLIC USE. If the Leased Premises, in whole or inpart, are taken or condemned for public use (an agreed sale to a public or quasi-publiccorporation or utility after threat of condemnation constitutes a taking for publicuse), all compensation awarded upon such condemnation or taking shall be accordingto the working laws in effect in the state of Oregon at the time of the takingor condemnation.

 

20.                                 PROPERTY DAMAGEINSURANCE.  Lessee shall obtain andmaintain in force a policy or policies of fire insurance on the Leased Premisesand in such amounts sufficient to cover replacement value. Tenant shall, atTenant’s expense, insure all personal property and fixtures of Tenant locatedupon the Leased Premises for their full insurable value.

 

21.                                 TAXES AND ASSESSMENTS. Subject to the provisions contained inthis paragraph relating to reimbursement, Lessor shall pay all real propertytaxes and assessments upon the Leased Premises. Tenant shall reimburse Lessorfor the full amount of the real property taxes within 30 days after receipt ofwritten notice from Lessor of payment of such taxes and assessments. Realproperty taxes and assessments for the first and last partial fiscal years ofthis lease shall be prorated between Lessor and Tenant as at the commencement dateand as at the termination date of this lease.

 

Tenant shall pay all personal property taxeson personal property of Tenant located upon the Leased Premises. Tenant shall,upon written request of Lessor, reimburse Lessor for any portion of the real propertytaxes attributable to trade fixtures or other improvements attached to orconstructed upon the Leased Premises by Tenant.

 

If a new charge or fee relating to the ownershipor use of the Leased Premises or the receipt of rental therefrom or in lieu ofreal property taxes is assessed or imposed, then, to the extent permitted bylaw, Tenant shall pay such charge or fee. Tenant, however, shall have no obligationto pay any income, profits, or franchise tax levied on the net income derivedby Lessor from this lease.

 

22.                                 OPTION &NOTICE TO RENEW.  Provided that Tenant isnot in default at the time of the giving of notice of the exercise of theoption to renew, or at the

 

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commencement date of the renewed term, Tenant shall have an option torenew this lease for four (4) additional periods of one (1) year bygiving written notice thereof to Lessor not less than ninety (90) days prior tothe expiration date of the initial term, or current term, of this lease. Suchrenewed term(s) shall be upon the identical terms and conditions contained inthis for the initial term except that the rent shall be at a rate established bythe CPI formula previously stated.

 

23.                                 RIGHT OF REFUSAL.  If, during any term of this lease Lessor isprepared to accept a bona fide offer to purchase the building and the real propertyof which the Leased Premises are a part, Lessor shall give written notice toTenant of the terms of such purchase offer and Tenant shall have a period ofseven days from the date of receipt of such notice within which to elect topurchase on the identical terms and conditions of such offer, by giving writtennotice of such elections to Lessor. In the event Tenant fails to give such timelywritten notice of such election to purchase, Lessor may sell the building andreal property, upon terms not more favorable to the purchaser than contained insuch notice.

 

24.                                 MORTGAGE PRIORITY.  This lease is and shall be prior to anymortgage or deed of trust (“Encumbrance”) recorded prior to or after the dateof this lease and affecting the Leased Premises. However, if any lender holdingan Encumbrance recorded after the date of this lease requires that this leasebe subordinate to the Encumbrance, then Tenant agrees that the lease shall besubordinate to the Encumbrance if the holder thereof agrees in writing withTenant that as long as Tenant performs Tenant’s obligations under this lease noforeclosure, deed given in lieu of foreclosure, or sale pursuant to the termsof the Encumbrance, or other steps or procedures taken under the Encumbrance shallaffect Tenant’s rights under this lease. If the foregoing condition is met,Tenant shall execute the written agreement and any other documents required bythe holder of the Encumbrance to accomplish the purposes of this paragraph. Ifthe Leased Premises are sold as a result of foreclosure of any Encumbrances thereon,or otherwise transferred by Lessor or any successor, Tenant shall attorn to thepurchaser or transferee.

 

25.                                 ESTOPPEL CERTIFICATE.  Tenant shall, at any time and from time totime, upon not less than ten (10) days’ prior written notice from Lessor, execute,acknowledge, and deliver to Lessor a statement in writing certifying that this leaseis unmodified and in full force and effect (or if there have been modifications,that this lease is in full force and effect as modified and stating the modifications),stating the dates to which the rent and other charges hereunder have been paidby Tenant, stating whether or not Lessor is in default in the performance ofany covenant, agreement or condition contained in this lease and, if so,specifying each default, and stating the address to which notices to Tenantshall be sent.

 

26.                                 LATE CHARGE.  If any payment coming due from Tenant toLessor is not received by Lessor within ten (10) days from the due datethereof, Tenant shall pay to Lessor a late charge equal to five percent (5%) ofthe payment coming due, but in no event shall such late charge exceed anymaximum charge now or hereafter established by law. Lessor’s right to collectany late charge shall be in addition to any other rights or remedies availableto Lessor hereunder or at law or in equity.

 

27.                                 CONDITIONS.  If Tenant makes an assignment for the benefitof Tenant’s creditors of all or any portion of the assets of Tenant; or ifTenant proposes or consents to a composition with unsecured creditors ofTenant; or if any

 

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interest of Tenant hereunder is levied upon by legal process for theenforcement of any debt of Tenant, individually or jointly; or if Tenantbecomes insolvent; Lessor shall have the right to terminate this lease bygiving written notice of termination to Tenant. Specifically, the time periods forcuring defaults provided in the paragraph of this lease relating to default shallnot be applicable to the provisions of this paragraph.

 

28.                                 HOLDING OVER.  If Tenant shall hold over after the expirationof the term of this lease, or an extended terms, such holding over shall bedeemed to create a tenancy at will which may be terminated after first providing60-day prior written notice by either party.

 

29.                                 WAIVER OF SUBROGATION RIGHTS. Each of the parties releases the other, andthe agents, employees and successors of such other party, from all claims, demandsand liabilities arising from unintentional acts or omissions of the other partywhich result in loss for which the party sustaining such loss is indemnifiedunder a policy or policies of insurance.

 

30.                                 NOTICES.  Any notices required or permitted to be givenunder the terms of this lease, or by law, shall be in writing and may be givenby personal delivery or certified mail, directed to the parties at thefollowing addresses, or such other address as any party may designate inwriting prior to the time of the giving of such notice, or in any other mannerauthorized by law:

 
|   | LESSOR:  Sterling Pacific      |
|--------|-------------------------------------|
|   | Richard A. Ramberg                  |
|   | 15 Carrera Court                    |
|   | Rancho Mirage, CA 92270             |
|   |                                |
|   | TENANT: Country Coach, Inc.    |
|   | 29417 Airport Road Eugene, OR 97402 |

 

Any notice given shall be effective whenactually received, or if given by certified mail, then forty-eight (48) hoursafter the deposit of such notice in the United States mail with postage prepaid.

 

31.                                 BINDING EFFECT.  All of the covenants, agreements, conditionsand terms contained in this lease shall be binding upon, apply and inure to thebenefit of the successors and assigns of the respective parties hereto, and allsaid covenants shall be construed as covenants running with the land. However, nothingin this paragraph shall be construed as modifying in any way any restrictionson assignment and sublease provided in this lease.

 

32.                                 WAIVER.  No waiver of any right arising out of a breachof any covenant, term or condition of this lease shall be a waiver of any rightarising out of any other or subsequent breach of the same or any other covenant,term or condition or a waiver of the covenant, term or condition itself.

 

33.                                 INTEGRATION.  This lease constitutes a final and completestatement of the agreement between the parties, and full supersedes all prioragreements or negotiations, written or oral.

 

34.                                 LEGAL PROCEEDINGS.  If any legal proceeding is commenced for thepurpose of interpreting or enforcing any provision of this lease, theprevailing party in such proceeding shall be entitled to recover a reasonable attorney’sfee in such proceeding, or any appeal thereof in addition to the costs and disbursementsallowed by law.

 

35.                                 COUNSEL.  Each of the parties hereto acknowledges thateach party has been represented by counsel in connection with the preparationand execution of

 

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this lease and that each party has thoroughly reviewed this lease withthat party’s counsel. The rule of construction that a written agreement isconstrued against the party preparing or drafting such agreement shallspecifically not be applicable to the interpretation of this lease.

 

36.                                 WARRANTY OF AUTHORITY. The person or persons executing anddelivering this lease on behalf of Lessor and Tenant represent and warrant thateach of them is duly authorized to do so and that the execution and delivery ofthis lease are the lawful and voluntary act of the party on whose behalf thatperson purports to act.

 
| DATED: 11-6-03 2003. | STERLING PACIFIC   |
|----------------------|--------------------|
|                 | By:                | /s/Richard A. Ramberg |   |
|                 |               | Partner |   |
|                 |               |   |   |
|                 | COUNTRY COACH, INC |
|                 | By:                | /s/ Jay L. Howard |   |
|                 |               | President |   |
|                 |               |   |   |
|                 | COUNTRY COACH, INC |
|                 | By:                | /s/ Mark D. Andersen |   |
|                 |               | Secretary |   |
|                      |                    |  |  |  |

 

 

LEASE EXTENSION

 
| PARTIES: | RICHARD A. RAMBERG (Lessor)                         |
|----------|-----------------------------------------------------|
|     | COUNTRY COACH, INC. an Oregon corporation  (Tenant) |

 

RECITALS:

 

A.  Theparties entered into a Real Property lease dated November 3, 2003 coveringthe premises commonly known as 29417 Airport Road, Eugene, Lane County, Oregon.(The lease)

 

B.  Theparties desire to extend the term of the Lease upon the terms and conditionscontained herein.

 

AGREEMENTS:

 

1.  Theterm of the Lease is extended one year to and including November 2, 2005.

 

2.  Themonthly rent shall be adjusted on the first day of November 2004 to reflectchanges in the cost of living for the prior 12 months with an annual cap ofthree percent (3%) per the terms of the lease.

 

3.  Asspecified in paragraph #3 of the lease, if the Index information is notavailable at the date of the adjustment, the adjustment shall be made as soonas such information is available, retroactive to the effective date and any adjustmentshall be paid by Tenant to Lessor upon the furnishing of such information fromLessor to Tenant.

 

4.  Exceptas herein specifically modified, the Lease shall remain in full force andeffect in accordance with its remaining terms.

 

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|   | LEESOR:                          |
|--------|----------------------------------|
|   | By:                              | /s/ Richard A. Ramberg |   |
|   |                             | Partner |
|   |                             |   |
|   | Date:  9-28-2004            |
|   |                             |
|   | TENANT: Country Coach, Inc. |
|   |                             |
|   | By:                              | /s/ Jay L. Howard |   |
|   |                             | President |
|   |                             |   |
|   |                             | Date:  10-20-04 |
|        |                                  |  |  |  |

 

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