| **LEASE        AND PURCHASE AGREEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|         THIS        LEASE AND PURCHASE AGREEMENT (this "Agreement")        made as of the 8th day of July, 2002, between        PENSKE TRUCK LEASING CO., L.P., a Delaware limited        partnership having an office at Route 10, Green Hills, P.        0. Box 563, Reading, Pennsylvania 19603-0563        ("Landlord"), and ISA INDIANA, INC., an Indiana        corporation, having an office at 7100 Grade Lane,        Louisville, Kentucky 40213 ("Tenant").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| **RECITALS**:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|         A.                Landlord        is the owner of that certain parcel of approximately five        (5) acres of land located at 1565 East 41h Street, in        Seymour, Indiana, which property is more generally        described on the plat attached hereto as Exhibit A and        made a part hereof, and more particularly described on        the metes and bounds description attached hereto as        Exhibit B attached hereto and made a part hereof (the        "Land"). The Land is improved by an        approximately 10,000 square foot maintenance and office        building (the "Building") (the Land and        Building are sometimes hereinafter collectively referred        to as the "Premises").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|         B.                Landlord        desires to sell to Tenant and Tenant desires to purchase        from Landlord, the Premises, but before the parties        consummate the purchase and sale of the Premises,        Landlord shall lease to Tenant, and Tenant shall lease        from Landlord, the Premises for a period of three (3)        years in accordance with the terms of this Agreement.        Then, upon expiration of the aforementioned term, Tenant        shall purchase the Premises from the Landlord and        Landlord shall sell the Premises to the Tenant upon and        subject to the terms set forth herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         In        consideration of the mutual covenants and agreements        hereinafter set forth, and with intent to be legally        bound, Landlord and Tenant agree and covenant as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|         1.                DEMISE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|         Landlord,        for and in consideration of the rents, covenants, and        agreements set forth in this Agreement and to be paid,        kept, observed, and performed by Tenant, does hereby        lease, rent, let, and demise, unto Tenant, and Tenant        does hereby take and hire, subject to the conditions        hereinafter set forth, the Premises. The Premises are        leased subject to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                 (a)         All        zoning ordinances, laws, ordinances, orders, codes,        regulations, rules or requirements of any kind or nature        whatsoever, of any federal, state, city, county, or other        governmental, public, or quasi-public authority, body,        board, or agency, or any department or bureau thereof,        now existing or hereafter created, as the same may affect        the Premises, whether or not the same relate to, require,        or involve any ordinary or extraordinary, structural or        non-structural, foreseen or unforeseen, changes or        requirements to, in or about the Premises, including        without limitation any buildings thereon, and all        sidewalks, driveways, parking areas, parking lots, and        grounds or streets in front of or appurtenant to the        foregoing (all of such zoning ordinances, laws,        ordinances, orders, codes, regulations, rules, and        requirements being sometimes hereinafter collectively        called the "Laws");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                 (b)         All        covenants, restrictions, reservations, liens,        encumbrances, agreements, or easements, either of record        or otherwise, affecting title to the Premises, and the        existing state of title to the Premises, which Tenant has        had an opportunity to examine and is satisfactory to        Tenant; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                 (c)         Any        state of facts that an accurate survey may disclose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|         TO        HAVE AND TO HOLD the Premises, subject to those matters        described above, for the term set forth herein, unless        sooner terminated as hereafter provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|         2.                TERM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|         The        term of this Agreement (the "Term") shall        commence on July 1, 2002 (the "Commencement        Date") and shall expire at 11:59 p.m. local time on        June 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|         3.                RENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                 (a)                Tenant        covenants and agrees to pay Landlord by good and        sufficient check at the address of Landlord herein        provided (or at such other address as Landlord may        designate) monthly rent in the amount of Three Thousand        and 00/100 Dollars ($3,000.00), payable in advance, on        the first day of each month. The foregoing rent shall be        paid to Landlord without notice or demand, and without        abatement, deduction, setoff, reduction, counterclaim, or        diminution. If a rent payment is mailed, it shall be        mailed in sufficient time and with adequate postage        thereon to be actually received by Landlord by the due        date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                 (b)         All        sums due and owing by Tenant pursuant to the terms of        this Agreement other than the rent specified in        subparagraph 3(a) above are additional rent, and Landlord        shall have all of the same rights and remedies to collect        such additional rent as it has to collect rent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|                 (c)         If        any payment of rent or additional rent is not received by        Landlord on the date on which such payment is due, then        Tenant shall pay Landlord, as additional rent, interest        on the amount of such overdue payment accruing from the        due date until the date when paid at the rate of twelve        percent (12%) per annum. If Landlord must consult with or        engage the services of an attorney to collect any rent or        additional rent owed by Tenant under this Agreement or to        otherwise enforce Landlord's rights under this Agreement,        then Tenant shall pay Landlord, as additional rent, all        attorneys fees incurred by Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|                 (d)         It is        the intention of Landlord and Tenant that all rent        payable under this Agreement shall be absolutely        "net" to Landlord, except as to the express        obligations of Landlord contained in this Agreement, and        accordingly all costs, expenses, and obligations of every        kind relating to all utilities, insurance, repairs,        replacement, rebuilding, painting, cleaning, maintenance,        operation, and upkeep of the Premises that are not        specifically assumed by Landlord under this Agreement are        deemed to be the responsibility of Tenant; and Tenant        does hereby release and indemnify Landlord from or        against all such costs, expenses, and obligations not        specifically assumed by Landlord under this Agreement.        Except as otherwise specifically assumed by Landlord in        this Agreement, this Agreement shall not terminate nor        shall Tenant be entitled to any abatement, deduction,        deferment, suspension, or reduction of, or setoff,        defense, or counterclaim against, any rent, additional        rent, charges, or other sums payable by Tenant under this        Agreement, it being the intention that the obligations of        Landlord and Tenant hereunder shall be separate and        independent covenants and agreements and that the net        rent, additional rent, and all other charges and sums        payable by Tenant hereunder shall continue to be payable        in all events unless the obligation to pay same shall be        terminated pursuant to the express provisions of this        Agreement.                                                                                                                                                                                                                                                                                                                                              |
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|                 (e)                Simultaneously        with the execution of this Agreement, Tenant has        delivered to Landlord the sum of Twenty Five Thousand and        00/100 Dollars ($25,000.00) (the "Security        Deposit") as security for Tenant's full and faithful        performance of all of its obligations under this        Agreement (including, without limitation, the obligation        to pay rent). Tenant shall not be entitled to any        interest on the Security Deposit, and Landlord may        commingle the Security Deposit with its other funds. If        Tenant shall default in the performance of any of its        obligations under this Lease, Landlord may (but shall not        be obligated to) apply all or any portion of the Security        Deposit to the damages sustained by Landlord as a result        of or to cure such default. Landlord's application of the        Security Deposit pursuant to the preceding sentence shall        not be construed as an agreement to limit the amount of        Landlord's claim or as a waiver of any damage resulting        from Tenant's default. At any time that Landlord shall        have applied all or a portion of the Security Deposit as        aforesaid, Tenant shall, within ten (1 0) days after a        request by Landlord, pay Landlord a sum equal to the        portion of the Security Deposit so applied, which sum        shall then become part of the Security Deposit. The        Security Deposit shall not be deemed or construed to be        an advance payment of rent for any month during the Term.                                                                                                                                                                                                                                                                                                                                                                                                     |
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|                 (f)                Tenant        and Landlord agree that when "Closing" (as        hereinafter defined) occurs, then at Closing the Security        Deposit shall be credited toward the "Purchase        Price" (as hereinafter defined) of the Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|         4.                TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|         Tenant        shall pay to Landlord as additional rent the amount of        all real estate taxes (including any tax imposed as a        substitute for or supplement to presently existing real        estate taxes), ad valorem taxes, sales taxes, assessments        (including, without limitation, general and special        assessments for public improvements or benefits, whether        or not commenced or completed during the Term, whether        special, general, ordinary, or extraordinary, and all        sanitary and trash removal assessments), water charges,        sewer charges, and any and all other taxes and        assessments levied, assessed, or imposed at any time by        any municipal, county, or state government or any other        governmental authority or agency upon or against the        Premises or any portion thereof, and also any tax or        assessment levied, assessed, or imposed against the        Premises or any portion thereof at any time by any        governmental authority in connection with any franchise        or the receipt of any income, rent or profit from the        Premises to the extent the same may be in lieu of all or        a portion of any of the aforementioned taxes or        assessments against the Premises (all of the foregoing        are hereinafter collectively referred to as the        "Taxes"). Tenant shall pay any Taxes to        Landlord within thirty (30) days of receipt by Tenant of        a statement from Landlord showing the amount of such        Taxes with appropriate supporting data. Proration of the        payment of Taxes by Tenant shall be made when necessary        for the first and last year of the Term. If any Taxes        levied for the last year of the Term have not been billed        to Landlord prior to the expiration of the Term, then        Tenant's obligation to pay the portion of such Taxes        applicable to the Term shall survive the expiration or        termination of this Agreement.                  |
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|         5.                CONDITION        OF PREMISES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|                 (a)                Tenant        warrants that Tenant is familiar with the Premises and        with the improvements previously placed therein by        Landlord and/or others, and Tenant hereby accepts the        Premises (including the Building's mechanical,        electrical, plumbing, fire protection and HVAC systems)        in the condition that the same may be in at the date of        this Agreement, AS IS. All necessary modifications to the        Building's fire protection, mechanical, electrical,        plumbing and HVAC systems shall be by Tenant at Tenant's        expense, with notice to Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|                 (b)                Tenant's        taking possession of the Premises shall be conclusive        evidence of Tenant's acceptance thereof in good order and        satisfactory condition, without warranty of any kind,        either expressed or implied, including warranties of        habitability, tenantability and fitness for a particular        purpose. Tenant agrees that no representations or        promises to decorate, alter, repair or improve the        Premises, either before or after the execution hereof,        have been made by Landlord or its agents to Tenant or its        agents. Tenant acknowledges that it is Tenant's        responsibility to determine and ascertain as to whether        Tenant's contemplated use of the Premises is in        conformity with zoning requirements applicable to the        Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|         6.                USE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|         Landlord        agrees that Tenant may use the Premises only in        connection with its scrap and recycling business. Tenant,        at its sole cost and expense, agrees to comply with all        Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|         7.                ASSIGNMENT        AND SUBLETTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|         Tenant        shall not assign this Agreement or sublet the Premises,        whether by operation of law or otherwise, without the        prior written consent of Landlord, which consent Landlord        may grant or deny in its sole discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         8.                REPAIRS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|         Tenant        agrees, at Tenant's sole cost and expense (which cost and        expense is additional rent), that it shall have all        maintenance and repair obligations on and to the Premises        (structural and non- structural), and agrees that it        shall keep all parts of the Premises, including but not        limited to the interior and exterior of the Building, the        roof over the Building, and the parking lots, sidewalks        and heating and cooling equipment in or on the Premises,        in good order and repair, clean, sanitary and safe,        including but not limited to the replacement of        equipment, fixtures, floor covering and all plate glass.        If Tenant refuses or neglects to make repairs and/or        maintain the Premises or any part thereof in a manner        reasonably satisfactory to Landlord, Landlord shall have        the right (but not the obligation), upon giving Tenant        prior notice (written), of its election to do so, to make        such repairs or perform such maintenance on behalf of and        for the account of Tenant. In such event, said work shall        be paid for by Tenant, as additional rent, within ten        (10) days after receipt of a bill therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         9.                ALTERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         Other        than as set forth on Exhibit C attached hereto, Tenant        shall not make any structural or mechanical alterations        in any portion of the Premises, nor any alterations on or        about the exterior of the Premises without notice to        Landlord. Furthermore, Tenant shall not make any        interior, non- structural alterations with respect to        improvements on the Premises without notice to Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         Tenant        agrees to pay promptly for any work done by Tenant or        material furnished therefor in or about the Premises, and        Tenant shall not permit or suffer any lien to attach to        the Premises and shall immediately cause any such lien or        any claim therefor, to be released upon Landlord's        written demand. All work done by Tenant in or about the        Premises shall comply with all Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         10.                ACCESS        TO PREMISES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         Tenant        agrees that upon giving Tenant 24 hours notice Landlord,        its agents, employees, servants, or any person authorized        by Landlord, may enter the Premises, during normal        working hours on business days, for the purpose of. (a)        inspecting the condition of same; or (b) making such        repairs, additions or improvements thereto as Landlord        may be required to make.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         11.                DAMAGE        TO PREMISES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         In        the event the Premises are hereafter damaged or destroyed        or rendered partially untenantable for their accustomed        uses by fire or other casualty insured under the        insurance coverages that Tenant is required to maintain        pursuant hereto, then Tenant shall promptly repair and/or        restore the Premises to substantially the same condition        in which they were immediately prior to the occurrence of        such casualty (excluding Tenant's fixtures, trade        fixtures, merchandise, equipment, machinery, inventory        and other items of Tenant's personal property). This        Agreement shall not terminate nor shall there be any        abatement of rent or other charges or items of additional        rent as a result of a fire or other casualty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|         12.                INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (a)                Tenant,        at Tenant's sole cost and expense, agrees to maintain,        during the term hereof, insurance for fire, extended        coverage, vandalism and malicious mischief, and other        risks as are from time to time included in standard        extended coverage insurance, with terms and companies        satisfactory to Landlord, insuring the Premises,        improvements and appurtenances thereto (as well as        Tenant's fixtures, trade fixtures, merchandise,        equipment, machinery, inventory and other items of        Tenant's personal property) for the full replacement        value thereof, but in no event shall such insurance        coverage be written for less than One Million and 00/100        Dollars ($1,000,000.00) as to such improvements and        appurtenances thereto. Such insurance policy or policies        shall provide that Landlord and Tenant shall be given a        minimum of thirty (30) days written notice by Tenant's        insurance company or companies prior to cancellation,        termination or modification of such insurance. Tenant        shall provide Landlord, at such time or times as Landlord        may require, with copies of the policies or certificates        evidencing that said insurance is in full force and        effect and stating the terms thereof Such insurance        policy or policies shall cover both Tenant and Landlord        as insureds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (b)                Tenant,        at its sole cost and expense, agrees to maintain, during        the term hereof, Broad Form Comprehensive General        Liability insurance on the Premises, with terms and        companies satisfactory to Landlord, with combined single        limit coverage of not less than One Million Dollars        ($1,000,000.00) for personal injury, bodily injury, death        or property damage to any portion of the Premises arising        out of any one occurrence, which insurance policy or        policies shall provide that Landlord and Tenant shall be        given a minimum of thirty (30) days written notice by        Tenant's insurance company or companies prior to        cancellation, termination or modification of such        insurance. Tenant shall provide Landlord, at such time or        times as Landlord may require, with copies of the        policies or certificates evidencing that all insurance,        which Tenant is required to maintain pursuant hereto, is        in full force and effect and stating the terms thereof.        All of the foregoing insurance to be maintained by Tenant        shall name Landlord as an additional insured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                 (c)                Tenant        hereby waives any rights of action against Landlord for        loss or damage covered by any insurance hereunder, and        Tenant shall obtain a waiver from the carrier providing        such insurance releasing all of such carrier's        subrogation rights against Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         13.                DISCLAIMER        OF LIABILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|         Landlord        shall not be liable for any damage to Tenant's property,        nor for loss of or damage to Tenant's property by theft        or otherwise, nor any injury or damage to persons or        property resulting from any cause, except Tenant shall        not be responsible for any negligence or willful act of        Landlord or its agents, employees, or contractors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|         14.                SUBORDINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|         This        Agreement and all rights of Tenant are and shall be        subject and subordinate to all mortgages which may now or        hereafter affect the fee title to the Premises and to any        modifications, renewals, extensions or replacements        thereof. Tenant shall, upon demand, at any time or times        execute, acknowledge and deliver to Landlord, without        expense to Tenant, any and all instruments that may be        necessary or proper to subordinate this Agreement and all        rights hereunder of any mortgage and each such renewal,        modification, consolidation, replacement and extension.        All insurance policies to be maintained by Tenant        hereunder shall insure the holder of any mortgages        affecting fee title to the Premises under a standard        mortgagee clause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|         15.                INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         Tenant        releases, and hereby indemnifies, defends and holds        harmless Landlord and its partners and their respective        directors, officers, employees, agents, attorneys,        successors, and assigns from and against any and all        claims, actions, damages, liability and expense,        including, but not limited to, attorneys and other        professional fees, in connection with loss of life,        personal injury and/or damage to property arising from or        out of the occupancy or use by Tenant of the Premises or        any part thereof occasioned wholly or in part by any act        or omission of Tenant, its officers, agents, contractors,        or employees. Notwithstanding anything contained herein        to the contrary, Tenant shall not be responsible for any        negligence or willful act of Landlord or its agents,        employees, or contractors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|         16.                UTILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         Tenant        shall pay (as additional rent) all charges for or in any        way related to all public or private utilities, including        but not limited to the hook-up, furnishing, consumption,        maintenance, and installation of water, water pressure,        gas, fuel, light, heat, power, electricity, telephone,        sewage service, sanitary charges, security protection,        trash removal, and any other service or services        furnished to or serving the Premises during the Term        (hereinafter collectively referred to as the        "Utilities"). Tenant agrees to accept mains,        conduits, and other facilities providing the Utilities to        the Premises, in their current condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|         17.                EMINENT        DOMAIN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (a)         If        any part of the Premises shall be taken or condemned for        any public use by any legally constituted authority by        right of eminent domain and if a part thereof remains        that is suitable for the full conduct of Tenant's        business, this Agreement as to the part to be taken shall        terminate as of the date title shall vest in the        condemnor, and the rent payable hereunder shall be        adjusted to an amount which is the product of the rent        times a fraction, the numerator of which is the fair        market value of the entire Premises immediately after        such taking, and the denominator of which is the fair        market value of the Premises immediately prior to such        taking. If in Tenant's sole reasonable judgment, the        aforesaid taking renders the remainder of the Premises        unsuitable for Tenant's permitted use, Tenant may        terminate this Agreement as of the date when Tenant is        required to yield possession, by giving Landlord notice        to that effect within thirty (30) days after such        possession is so yielded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                 (b)         If        all or substantially all of the Premises are taken or        condemned, this Agreement shall terminate and both        Landlord and Tenant shall thereupon be released from any        liability thereafter accruing hereunder. Landlord shall        thereupon be entitled to the entire award or compensation        in such condemnation proceedings, but nothing contained        herein shall be deemed to affect Tenant's right, if any,        to receive compensation or damages with respect to its        fixtures (to the extent such fixtures are included in        such award or compensation) and Tenant's relocation        expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|         18.                DEFAULTS        BY TENANT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|         (a)                The        occurrence of any of the following shall constitute a        default and breach of this Agreement by Tenant:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (1) | Tenant shall        default in the payment of any installment of rent,        additional rent or any other payment required to be made        by Tenant hereunder, and the default shall continue for        ten (I 0) days after the date when the same was due;        and/or |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (2) | The abandonment        or vacation of the Premises by Tenant; and/or |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (3) | The failure by        Tenant to observe and perform any other provision of this        Agreement to be observed or performed by Tenant, where        such failure continues for thirty (30) days after written        notice thereof by Landlord to Tenant; provided however,        that if the nature of such default is such that the same        cannot reasonably be cured within such thirty (30) day        period, Tenant shall not be deemed to be in default if        Tenant shall, within such period, commence such cure and        thereafter diligently prosecute the same to completion;        and/or |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (4) | The making by        Tenant of any general assignment for the benefit of        creditors; the filing by or against Tenant (or any        guarantor of Tenant) of a petition to have Tenant        adjudged a bankrupt or of a petition for reorganization        or arrangement under any law relating to bankruptcy        (unless, in the case of a petition filed against Tenant,        the same is dismissed within sixty (60) days); the        appointment of a trustee or receiver to take possession        of substantially all of Tenant's assets located at the        Premises or of Tenant's interest in this Agreement, where        possession is not restored to Tenant within forty-five        (45) days; or the attachment, execution or other judicial        seizure or non-judicial repossession of substantially all        of Tenant's assets located at the Premises or of Tenant's        interest in this Agreement, where such seizure or        repossession, as the case may be, is not discharged        within forty-five (45) days; or any Tenant, guarantor of        Tenant, sublessee or assignee with respect to this        Agreement shall die or, in the case of corporations,        shall have its corporate existence terminated. |
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|                 (b)         In        the event of any such default by Tenant, then in addition        to any other remedies available to Landlord at law or in        equity, Landlord shall have the immediate option to        terminate this Agreement and all rights of Tenant        hereunder by giving written notice of such intention to        terminate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                 (c)         In        the event of any such default by Tenant, Landlord shall        also have the right to re-enter the Premises and remove        all persons and property from the Premises. Such property        may be removed and stored in a public warehouse or        elsewhere at the cost of and for the account of Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|                 (d)         In        the event of the vacation or abandonment of the Premises        by Tenant or in the event that Landlord shall elect to        re-enter as provided in paragraph (c) above or shall take        possession of the Premises pursuant to legal proceedings        or pursuant to any notice provided by law, and if        Landlord does not elect to terminate this Agreement as        provided in paragraph (b) above, then Landlord may from        time to time, without terminating this Agreement, either        recover all rental as it becomes due or relet the        Premises or any parts thereof for such term or terms and        at such rental or rentals and upon such other terms and        conditions as Landlord in its sole discretion may deem        advisable, with the right to make alterations and repairs        to the Premises. Tenant acknowledges that in the event of        its vacation or abandonment of the Premises or in the        event Landlord shall re-enter the Premises after any        other default or breach by Tenant, Landlord shall have no        obligation to actively seek a suitable substitute Tenant        or Tenants, but rather such shall be the sole obligation        of Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|                 (e)         In        the event that Landlord shall elect to so relet, then        rentals received by Landlord from such reletting shall be        applied; first, to the payment of any indebtedness other        than rent due hereunder from Tenant to Landlord; second,        to the payment of any cost of such reletting; third, to        the payment of the cost of any alterations and repairs to        the Premises; fourth, to the payment of rent and        additional rent due and unpaid hereunder; and the        residue, if any, shall be held by Landlord and applied in        payment of future rent and additional rent as the same        may become due and payable hereunder. Should that portion        of such rentals received from such reletting during any        month, which is applied to the payment of rent hereunder,        be less than the rent payable during that month by Tenant        hereunder, then Tenant shall pay such deficiency to        Landlord within ten (10) days after Landlord shall bill        Tenant for same. Such deficiency shall be calculated and        paid monthly. Tenant shall also pay to Landlord, as soon        as ascertained, any costs and expense incurred by        Landlord in such reletting or in making such alterations        and repairs not covered by the rentals received from such        reletting of the Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                 (f)         No        re-entry or taking possession of the Premises by Landlord        pursuant to paragraphs (c) or (d) of this Article shall        be construed as either an acceptance of surrender or an        election to terminate this Agreement nor shall it cause a        forfeiture of rents or other charges remaining to be paid        during the balance of the Term, unless a written notice        of such intention be given to Tenant or unless the        termination thereof be decreed by a court of competent        jurisdiction. Notwithstanding any reletting without        termination by Landlord because of any default by Tenant,        Landlord may at any time after such default elect to        terminate this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|         19.                REMEDIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|         All        rights and remedies of Landlord herein created or        otherwise available at law or in equity are cumulative,        and the exercise of one or more rights or remedies shall        not be taken to exclude or waive the right to exercise of        any other. Failure of Landlord to exercise any or all        rights under this Agreement shall not be deemed a waiver        of any subsequent breach or default of Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|         20.                SURRENDER        OF PREMISES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| -        Intentionally Omitted –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|         21.                LEASE        STATUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|         At        any time and from time to time, Tenant will execute,        acknowledge and deliver to Landlord an instrument        prepared by Landlord, stating if the same be true, that        this Agreement is a true and exact copy of the Agreement        between the parties hereto, that there are no amendments        hereof (or stating what amendments there may be), that        the same is then in full force and effect and that there        are then no offsets, defenses or counterclaims with        respect to the payment of rent reserved hereunder or in        the performance of the other terms and conditions hereof        on the part of Tenant to be performed, and that Tenant at        the time has no knowledge of any facts or circumstances        which it might reasonably believe would give rise to a        default by either party. Notwithstanding anything to the        contrary contained herein, without relieving Tenant of        its obligations under this Paragraph, Tenant's failure to        execute, acknowledge and deliver to Landlord such        instrument within ten (I 0) days after written demand        shall constitute the acknowledgment of Tenant that all        matters set forth in such instrument are true and        correct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|         22.                NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|         Any        notice given pursuant to this Agreement shall be valid        only if given in writing, and shall be deemed        sufficiently given if given by registered or certified        mail to Landlord and Tenant at the respective addresses        first above written, and, further, if to Landlord,        addressed to the attention of Vice President -        Administration and Facilities. Any such notice shall be        deemed to have been given on the earlier to occur of (a)        the date it is received by the addressee, or (b) three        (3) business days after it is deposited in the U.S. mail        (via Express U.S. Mail), postage prepaid, properly        addressed to the addressee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|         23.                ENVIRONMENTAL        MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|                 (a)         As        used herein, the term "Hazardous Substance"        means any hazardous or toxic substance, material, or        waste, including but not limited to those substances,        materials, and wastes listed on the United States        Department of Transportation Hazardous Materials Table        (49 CFR 172.101) or by the Environmental Protection        Agency as hazardous substances (40 CFR Part 302) and        amendments thereto, or such substances, materials, and        wastes that are or become regulated under any applicable        local, state, or Federal law, including but not limited        to any material, waste, or substance that is (i)        petroleum, (ii) asbestos, (iii) polychlorinated        biphenyls, (iv) designated as a "hazardous        substance" pursuant to Section 311 of the Clean        Water Act, 33 U.S.C. Section 1251, et seq. (33 U.S.C. Section 1321)        or listed pursuant to Section 307 of the Clean Water Act        (33 U.S.C. Section 1317), (v) defined as a "hazardous        waste" pursuant to Section 1004 of the Resource        Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.        (42 U.S.C. Section 9203), or (vi) defined as a "hazardous        substance" pursuant to Section 101 of the        Comprehensive Environmental Response, Compensation, and        Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C.        Section 9601).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                 (b)                Tenant        shall not use, or permit the use of, the Premises in any        manner that violates any applicable federal, state, or        local law, regulation, or ordinance now or hereafter in        force, including (but not limited to) any law,        regulation, or ordinance pertaining to air or water        quality or emissions; the handling, transportation,        storage, treatment, usage, or disposal of Hazardous        Substances; or any other environmental matters.        Compliance with the obligations of this Section 23(b)        shall be at Tenant's sole cost and expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                 (c)                Tenant        shall immediately notify Landlord of any spills,        releases, or discharges of Hazardous Substances in, on,        under, or from the Premises, or of any other potential        failures of Tenant to comply with applicable        environmental laws, regulations, or ordinances, and of        any inspections, notices, orders, fines, or        communications originating from any environmental        department, agency, or authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                 (d)                Landlord        and its officers, employees, contractors, or agents shall        have the right, but not the obligation, to inspect the        Premises (including Tenant's records relating to        environmental compliance) and to conduct sampling or        tests necessary to verify Tenant's compliance with        applicable environmental laws, regulations, and        ordinances and the terms of this Lease. If Tenant is        found to be in violation of this Agreement or any        environmental law, regulation, or ordinance, or if        environmental contamination is discovered, Tenant shall        be responsible for all costs associated with such        contamination or non-compliance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                 (e)                Tenant        hereby defends, indemnifies, protects, and holds harmless        Landlord and its partners and their respective directors,        officers, employees, agents, attorneys, successors, and        assigns from and against any and all claims, liabilities,        penalties, fines, judgments, forfeitures, losses, costs,        or expenses (including attorney's fees, consultants'        fees, and expert fees) for the death of or injury to any        person or damage to any property whatsoever, arising from        or caused in whole or in part, directly or indirectly, by        (i) the presence in, on, under, or about the Premises, or        any discharge or release in or from the Premises, of any        Hazardous Substance, or (ii) Tenant's failure to comply        with any Hazardous Substance law. Tenant's indemnity        obligation created by this Section 23(e) shall include,        without limitation, and whether foreseeable or        unforeseeable, any and all costs incurred in connection        with any site investigation to determine the presence or        extent of any contamination, and any and all costs for        repair, cleanup, removal, remediation, detoxification, or        decontamination, or other remedial action on the        Premises, whether or not it is required by any regulatory        agency. The indemnification provision of this Section        23(e) shall survive the expiration or earlier termination        of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                 (f)                Landlord        and Tenant acknowledge the existence of two (2) 20,000        gallon underground fuel storage tanks, one 1, 5 00 gallon        above-ground petroleum storage tank, and one 500 gallon        waste oil storage tank, located on the Property (such        tanks, fuel island and corresponding tank systems being        referred to collectively as the "Tanks"). It is        specifically understood and agreed that effective as of        the Commencement Date of this Agreement, Landlord shall        sell to Tenant and Tenant shall purchase from Landlord,        the Tanks AS-IS, WHERE-IS, WITH ALL FAULTS, without any        warranties of any kind regarding the condition of the        Tanks or their use. Tenant agrees that upon the purchase        and sale of the Tanks, Tenant shall execute and return to        Landlord all documents necessary to transfer ownership of        the Tanks to Tenant, and to register the Tank (in Buyer's        name) with the appropriate state and/or federal        governmental authorities. The forms necessary to        accomplish such purchase and sale, transfer and        registration shall be substantially in the form as the        documents attached hereto as Exhibit D (Bill of        Sale) and Exhibit E (Tank Transfer and        Registration Forms), respectively. Landlord and Tenant        agree that Landlord shall be responsible, at Tenant's        expense, for filing such forms with such appropriate        governmental authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                 (g)                Furthermore,        Tenant agrees that it shall indemnify, defend, protect        and hold harmless Landlord and its partners and their        respective partners, directors, officers, employees,        agents, attorneys, successors, and assigns, from and        against any and all claims, liabilities, penalties,        fines, judgments, forfeitures, losses, costs, or expenses        (including reasonable attorneys' fees, consultants fees,        and expert fees) arising from or caused in whole or in        part, directly or indirectly, from the use and operation        of the Tanks after the Commencement Date and any and all        costs incurred in connection with any site investigation        and any and all costs for repair, cleanup, detoxification        or decontamination, or other remedial action of the        Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|         24.                PURCHASE        OF PREMISES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|                 (a)         Purchase        Obligation. Landlord and Tenant agree that upon the        expiration of the Term, Tenant shall be obligated to        purchase the Premises from Landlord, and Landlord shall        be obligated to sell the Premises to Tenant, for the        "Purchase Price" (as defined below), and upon        and subject to the specific terms and procedures        established in this Section 24.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                 (b)         Time        of Closing. Tenant and Landlord agree that both        parties shall consummate the purchase and sale of the        Premises no later than July 15, 2005, at a closing (the        "Closing") held at a location within the        Seymour, Indiana area during normal business hours on or        before July 15, 2005, which day shall not be a Saturday,        Sunday, or Federal holiday. The exact date, time, and        location of Closing shall be agreed to by the parties no        later than five (5) days prior to Closing. If Landlord        and Tenant fail to agree upon a specific date, time, and        place for Closing, then Closing shall be held at 10:00        a.m. local time on July 15, 2005, in LandAmerica        Financial Group, Inc.'s, or its representatives' (the        "Title Company"), local offices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|                 (c)         Purchase        Price. The purchase price for the Premises shall be        Four Hundred Twenty-Five Thousand and 00/100 Dollars        ($425,000.00) (the "Purchase Price"). The        Purchase Price, after due credit for the Security        Deposit, shall be paid by Buyer to Seller at Closing in        cash or by wired funds to an account designated by Seller        in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                 (d)         Deed.        At Closing, Seller shall execute, acknowledge, and        deliver to Buyer a Special Warranty Deed for the entire        fee simple interest in the Premises (the        "Deed"). Buyer and Seller agree that the Deed        shall contain the following restriction and covenant and        agree that such restriction and covenant shall ran with        the land:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | "Neither        the [Property] nor any portion thereof shall be used as,        and Grantee specifically covenants with Grantor not to        directly or indirectly use the [Property] or any portion        thereof, as or to permit the [Property] or any portion        thereof to be used as a full service vehicle leasing        and/or a commercial or consumer vehicle rental facility,        in any case by Grantee or its successors or assigns, or        by any of their respective tenants, employees,        affiliates, or independent contractors, or any of their        respective successors or assigns, for a period of seven        (7) years from the date of this Deed, at which time        (provided Grantee is not then in breach of such        restriction) such restriction shall terminate and be of        no further effect. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |         This        restriction and covenant is made for the benefit of        Grantor, its successors, and assigns. Grantor and its        successors and assigns are specifically given the right        to enforce the foregoing restriction and covenant by        injunction or other legal or equitable proceeding, and to        recover damages (including without limitation reasonable        attorneys' fees) resulting from any violation hereof If,        for any reason, any part of the foregoing restriction        shall be held to be invalid, illegal or unenforceable in        any respect, such invalidity, illegality or        unenforceability shall not affect any other portion of        this restriction not so held invalid, illegal or        unenforceable, and each other portion of this restriction        shall to the fullest extent consistent with law continue        in full force and effect." |
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|                 (e)         Title.        At Closing, Landlord shall convey to Tenant a good and        marketable fee simple title to the Premises; such title        shall be such as would be insurable by any reputable        title insurance company authorized to issue title        insurance in the State of Indiana, at its usual rates.        Title to the Premises shall be free of all liens,        encumbrances, mortgages, and easements, except for the        following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) | Liens for taxes        not yet due and payable; and |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) | Existing        building restrictions, ordinances, easements and rights        of utility service companies, and other easements of        record, provided that none of the foregoing adversely        affects Tenant's use and enjoyment of the Premises. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         At        Closing, Landlord agrees to execute such affidavits,        certificates, or other instruments reasonably requested        by the Title Company in connection with its issuance of a        title insurance policy to Tenant covering the Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (f)         Deliveries        at Closing. At Closing, Tenant shall pay the Purchase        Price to Landlord in cash, by certified or title company        check, or by wire transfer of funds to an account        designated by Landlord in writing. Upon payment of the        Purchase Price, Landlord shall execute, acknowledge, and        deliver the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) | The Deed; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) | Any affidavit,        certification, or other instrument described in the last        sentence of paragraph (e) above; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                            (iii)     The release of any        mortgage, deed of trust, or other lien on the Premises        securing an obligation to pay money;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                            (iv)    An affidavit, in form and content        reasonably acceptable to Tenant and its title insurance        company, that Landlord is not a "foreign        person" as defined in Section 1445 of the Internal        Revenue Code of 1986, as amended; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                            (v)     Such other documents not        inconsistent with the provisions of this Section 24 as        Tenant may reasonably request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|         Upon        Closing, the Term of this Agreement shall automatically        terminate. All of the representations, warranties, and        indemnities set forth in this Agreement shall survive        Closing and shall not merge into the deed for the        Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|                 (g)         Adjustments        at Closing. At Closing, all real estate and ad        valorem taxes, utilities, and water and sewer charges        shall, to the extent not paid by Tenant under this        Agreement, be apportioned and prorated between the        parties at Closing. All transfer and recordation taxes        imposed upon the sale of the Premises and/or the        recordation of the deed therefor shall be paid one-half        (1/2) by Landlord and one-half (1/2) by Tenant. All title        examination fees and title insurance premiums shall be        paid by Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (h)         Default        in the Purchase and Sale of the Property .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                         (1)                Default        by Landlord - In respect to the purchase and sale of the        Property pursuant to this Section 24, if Landlord shall        fail or refuse to consummate Closing for any reason other        than Tenant's default in the performance of its        obligations under this Section 24, then Tenant shall have        the option to extend the Term for sixty (60) months,        commencing July 1, 2005, and ending (unless sooner        terminated pursuant to the provisions hereof) at 11: 59        p.m. local time on June 30, 2010 (the "Extended        Term"). Tenant shall exercise its option to extend        the Term as provided above by giving Landlord written        notice of its election to extend this Lease no later than        thirty (30) days after Landlord's default hereunder. All        of the terms and conditions of this Lease shall apply to        the Extended Term (including monthly rent of $3,000,        payable in advance, on the first day of each month). All        references in this Lease to the "Term" shall be        deemed to include the initial Term and the Extended Term,        unless the context indicates otherwise. Tenant shall also        have the right, as its sole remedies (other than the        option to extend set forth above), (a) to maintain an        action for specific performance or (b) to terminate this        Agreement upon written notice to Seller and Escrow Agent        and obtain a full refund of the Security Deposit from        Landlord, and enforce Landlord's obligation to pay Tenant        the fair market value of any improvements made by Tenant        during the Term, and to maintain an action for actual        damages incurred by Tenant as a result of Landlord's        default. In no event shall Tenant have the right to        recover any indirect, special, or consequential damages        from Landlord. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                         (2)                Default        by Tenant - In respect to the purchase and sale of the        Property pursuant to this Section 24, if Tenant shall        fail to consummate Closing for any reason other than        Landlord's default in the performance of its obligations        under this Section 24, then Landlord shall have the        right, as its sole remedies, (a) to terminate this        Agreement upon written notice to Tenant and retain the        Security Deposit, and (b) to maintain an action for        damages incurred by Landlord as a result of Tenant's        default. In no event shall Landlord have the right to        maintain an action for specific performance of this        Agreement, or to recover any indirect, special, or        consequential damages from Tenant. Notwithstanding these        provisions, in the event Tenant fails to close as a        result of its inability to obtain financing from a third        party lender, then Landlord's sole remedy shall be to        terminate this Agreement and retain the Security Deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         25.                BROKERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|         Landlord        and Tenant each represent and warrant to the other that        it has not dealt with any broker, realtor, or agent in        connection with this Agreement, other than GMH Capital        Partners Commercial Realty Services, LP, and Greemann        Real Estate Company (collectively, the "Brokers').        Landlord represents that it shall be responsible for all        of the Brokers' commission earned in connection with this        Agreement. Each party shall indemnify and hold harmless        the other from and against any and all claims for a        commission or other compensation and other loss,        liability, claim, cost, damage, or expense (including        without limitation reasonable attorney's fees) asserted        by any other broker, realtor, or agent with whom the        indemnifying party has dealt in violation of the        foregoing warranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         26.                MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|                 (a)         This        Agreement embodies and constitutes the entire        understanding between the parties hereto with respect to        the transactions contemplated herein, and all prior or        contemporaneous agreements, understandings,        representations, and statements, oral or written, are        merged into this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|                 (b)         This        Agreement shall be governed by, and construed in        accordance with, the laws of the State of Indiana.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                 (c)                Descriptive        headings provided in this Agreement are for convenience        only and shall not control or affect the meaning or        construction of any provision of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (d)         This        Agreement shall be binding upon and shall inure to the        benefit of Landlord, its successors, and assigns. This        Agreement shall be binding upon and shall inure to the        benefit of Tenant and its successors, and only those        assigns and sublessees of Tenant to whom assignment or        subletting is permitted pursuant to the terms of this        Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (e)                Whenever        the context of this Agreement shall so require, the        singular shall include the plural, the male gender shall        include the female gender and the neuter and vice versa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|                 (f)         If        any one or more of the provisions contained in this        Agreement shall for any reason be held to be invalid,        illegal, or unenforceable in any respect, such        invalidity, illegality, or unenforceability shall not        affect any other provision hereof, and this Agreement        shall be construed as if such invalid, illegal, or        unenforceable provision had never been contained herein        unless to do so would materially alter the benefits and        burdens the parties hereto have bargained for.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (g)         Time        is of the essence of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                 (h)                Simultaneously        with the execution of this Agreement, Landlord and Tenant        shall execute and acknowledge three (3) originals of the        Memorandum of Lease (the "Memorandum") attached        hereto as part hereof and labeled Exhibit F. Landlord and        Tenant shall each retain one original of the Memorandum,        and the third original of the Memorandum shall be        recorded (at Tenant's expense) in the appropriate        recording office in the county in which the Premises is        located.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         IN        WITNESS WHEREOF, and with intent to be legally bound        hereby, the parties have hereto set their hands and seals        as of the day and date first above written, and are        authorized to execute on behalf of that party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | PENSKE TRUCK LEASING CO.,        L.P., |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Landlord |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | By:      Penske        Truck Leasing Corporation, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |           General        Partner |
| ATTEST:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| /s/ David J.        Battisti                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | By: /s/ Marc E.        Althen                                |
|         David        J. Battisti                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |         Marc        E. Althen |
|         Assistant        Secretary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |         Vice        President -- Administration and |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |         Facilities |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ISA INDIANA, INC. |
| ATTEST:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Tenant |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| /s/ V. David        Lee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | By: /s/ Harry        Kletter                                  |
|         V.        David Lee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |         Harry        Kletter, President |
|         General        Counsel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |