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EXHIBIT 10.2




Execution Copy




LEASE AGREEMENT




	 	 	 
	STATE OF INDIANA


COUNTY OF WAYNE

	 	§

§

§







     THIS LEASE AGREEMENT (hereinafter called the “Lease”) is made and entered
into by and between BOO ACQUISITION CORP., a Delaware corporation (hereinafter
called, “Lessee”) and KESSLERS SPORT SHOP, INC., an Indiana corporation
(hereinafter called, “Lessor”):



WITNESSETH:



     1. Demise of Leased Premises and Term. Lessor agrees to lease to Lessee
and Lessee hereby agrees to lease from Lessor, the real property described on
Exhibit “A” (which exhibit is attached hereto and incorporated herein by
reference) and the improvements located thereon, said real property and
improvements hereinafter sometimes called the “Leased Premises.” The term of
this Lease shall be for a period of five years commencing on April 1, 2004,
2004 (the “Commencement Date”, or “Effective Date”), unless sooner terminated
in accordance with the terms and provisions hereof. This Lease shall
immediately terminate and be of no further force or effect if the Lessor and
Lessee shall agree to relocate the business operations of the Lessee from the
Leased Premises to another location.



     2. Base Rent. Lessee covenants and agrees to pay to Lessor at the address
hereinafter specified for notice as rental for the Leased Premises during the
term above-described under Section 1 of this Lease, Eleven Thousand Four
Hundred Dollars ($11,400.00) per month (“Base Rent”). All rent due under this
Section shall be paid by Lessee to Lessor monthly on the first day of each
month commencing on the Effective Date of this Lease and continuing monthly
thereafter for the entire term of this Lease.



     3. Other Payments as Additional Rent. It is the intent of the parties
that, subject to the terms of Section 4 below, the rent payable hereunder shall
be paid to Lessor net of all costs and expenses of ownership of the Leased
Premises and Lessee covenants and agrees, in addition to the Base Rent, to pay:




	 	(a)	 	all ad valorem or real estate taxes assessed against the
Leased Premises and becoming due and payable during the term hereof.
City and school taxes for the first and last years of the term of
this Lease shall be apportioned between Lessor and Lessee;
	 
	 	(b)	 	the premiums on policies of fire and extended coverage
insurance upon the Leased Premises which are to be obtained and
maintained in force by Lessee during the term hereof in amounts at
least equaling the fair replacement value of the permanent
improvements upon the Leased Premises. Such policies of insurance
shall be payable to Lessor and Lessee, and copies of the policies
are to be delivered to Lessor; and
	 
	 	(c)	 	the cost and expense of all gas, water, electricity and other
utilities used by Lessee.




     Nothing contained in this Section 3 shall be construed as precluding
either party from the right, individually or jointly, to contest the amount or
legality of any taxes or local improvement assessments levied upon the Leased
Premises, or the right to make application, for reduction thereof or reduction
of the assessment upon which the same may be based. In the event of such
contest or application, the time within which Lessee shall be required to pay
the same shall be extended until final determination of the



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proper amount due and, within thirty (30) days after such final
determination, Lessee shall pay the amount so determined, including all
interest, penalties, costs and charges incident thereto.



     If Lessor shall make any expenditure for which Lessee is responsible, the
amount thereof may, at Lessor’s election, be added to and deemed a part of the
installment of rental next falling due and shall be subject to collection or
enforcement in accordance with the law applicable to collection of rentals.
Lessor agrees to give Lessee fifteen (15) days written notice before making any
such expenditures.



     4. Maintenance and Repairs. Notwithstanding any other term or condition
of this Lease, Landlord shall have the sole and exclusive obligation to pay for
the cost and expense of keeping and maintaining or causing to be kept and
maintained in repair and good condition (ordinary wear and tear excepted),
permanent improvements on the Leased Premises. At all times during the entire
term covered under this Lease, Lessor agrees at Lessor’s exclusive expense to
keep the entire Leased Premises, including the buildings and their roofs,
exterior walls and structural supports thereof, and all windows, doors, plate
glass, air conditioning, heating and plumbing and other mechanical and
electrical equipment, and the adjoining sidewalks, curbs, driveways, parking
areas, and landscaping and the foundation in good order, repair and condition
(reasonable wear and tear excepted) and shall make all repairs, replacements
and renewals, whether ordinary or extraordinary, necessary to maintain the
Leased Premises in good order, repair and condition.



     If Lessee shall make any expenditure for which Lessor is responsible, the
amount thereof may, at Lessee’s election, be subtracted from the installment of
rental next falling due and shall be subject to collection or enforcement in
accordance with applicable law. Lessee agrees to give Lessor fifteen (15) days
written notice before making any such expenditures.



     5. Use of Premises.



          Lessee shall have the right to use the Leased Premises for any lawful
purposes.



     6. Improvements.



          Lessee shall not permit the filing of any liens against the Leased
Premises and Lessee shall save Lessor harmless from any claims, liens or causes
of action by mechanics, materialmen or other parties entitled to a lien by
reason of services performed or materials furnished in connection with any such
alterations, additions or improvements without prior written consent of Lessor.
At the expiration of the term of this Lease, all alterations, additions and
improvements made by Lessee shall remain upon the Leased Premises and become
the property of Lessor. Any trade fixture installed by Lessee may be removed by
Lessee at the expiration of the term hereof at Lessee’s sole cost and expense
provided that all damage caused to the Leased Premises by such removal is
repaired by Lessee and the Leased Premises restored to a serviceable and usable
condition at Lessee’s sole cost and expense. Lessee shall have no right to
encumber or mortgage the leasehold estate without Lessor’s prior written
consent.



     7. Damage or Destruction.



          7.01 Notice to Lessor. If the Leased Premises, or any structures or
improvements on the Leased Premises, should be damaged or destroyed by fire,
tornado, or other casualty, Lessee shall give immediate notice of the damage or
destruction to Lessor, including a description of the damage and, as far as
known to Lessee, the cause of the damage.



          7.02 Total Destruction. If the Leased Premises are totally destroyed by
fire, tornado, or other casualty not the fault of Lessee or any person in or
about the Leased Premises with the express or



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implied consent of Lessee, this Lease shall terminate, and rent shall be
abated for the unexpired portion of this Lease, effective as of the date of
written notification as provided in Section 7.01.



          7.03 Partial Destruction. If the Leased Premises are damaged by fire,
tornado, or other casualty not the fault of Lessee or any person in or about
the Leased Premises with the express or implied consent of Lessee, but not to
such an extent that rebuilding or repairs cannot reasonably be completed in a
cost effective manner, Lessor need not rebuild or repair the Leased Premises.
It Lessor elects not to rebuild or repair the Leased Premises, and the Leased
Premises are untenantable in whole or in part following such damage, Lessee may
elect to terminate the Lease or to continue the Lease with the rent for the
remainder of the lease period adjusted equitably.



     8. Mechanic’s Liens. Lessee shall not cause or permit any mechanic’s liens
or other liens to be filed against the fee of the Leased Premises or against
Lessee’s leasehold interest in the land or any buildings or improvements on the
Leased Premises by reason of any work, labor, services, or materials supplied
or claimed to have been supplied to Lessee or to anyone holding the Leased
Premises or any part of them through or under Lessee without Lessor’s prior
written consent. If such a mechanic’s lien or materialman’s lien is recorded
against the Leased Premises or any buildings or improvements on the premises,
Lessee shall either cause the same to be removed or, if Lessee in good faith
desires to contest the lien, take timely action to do so, at Lessee’s sole
expense. If Lessee contests the lien, Lessee agrees to indemnify Lessor and
hold Lessor harmless from all liability for damages occasioned by the lien or
the lien contest and shall, in the event, of a judgment of foreclosure on the
lien, cause the lien to be discharged and removed prior to execution of the
judgment.



     9. Assignment and Sublease.



          9.01 Assignment and Subletting by Lessee. Lessee shall not have the
right, without the prior written consent of Lessor, to assign or sublet all or
any portion of this Lease to a third party; provided, however, Lessee may
assign this Lease to an Affiliate (as defined below) of Lessee without the
prior written consent of Lessor so long as Lessee provides Lessee with prior
written notice of such assignment. Each permitted assignee or sublessee shall
assume in writing all of Lessee’s obligations under this Lease.
Notwithstanding the foregoing, Lessee shall remain liable for each and every
obligation under this Lease following any permitted assignment or sublease
arrangement. Lessor’s consent under this subsection shall not be arbitrarily
or unreasonably withheld or delayed. For purposes of this Section 8.01, the
term “Affiliate” shall mean any individual or entity, directly or indirectly,
controlled by, under common control of, or controlling Lessee.



          9.02 Assignment by Lessor. Lessor is expressly given the right to assign
any or all of its interest under the terms of this Lease, subject to the terms
of this Lease, provided that each assignee assumes in writing all of Lessor’s
obligations under this Lease, and Lessee shall remain liable for each and every
obligation under this Lease.



     10. Default.



          10.01 Event of Default. Any of the following occurrences or acts shall
constitute an event of default under this Lease (each, an “Event of Default”):
(a) Lessee shall fail to pay any installment or rental or any other obligation
under this Lease involving the payment of money and such failure shall continue
for a period of ten (10) days after written notice thereof to Lessee; (b)
Lessee shall fail to comply with any term, provision or covenant of this Lease,
other than as described in subsection (a) above, and shall not cure such
failure within thirty (30) days after written notice thereof to Lessee; or (c)
Lessee shall desert or vacate or shall commence to desert or vacate the Leased
Premises.



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          10.02 Remedies. Upon the occurrence of an Event of Default, Lessor has
the right, as its sole remedy, to elect to pursue an action for (a) enforcement
of this Lease, (b) damages, and (c) any other remedy available at law or in
equity.



                    In the event that Lessor fails to perform any of its obligations under
this Lease or breaches any of its warranties hereunder and any such failure or
breach shall continue for a period of thirty (30) days after written notice
thereof to Lessor, Lessee has the right to (a) pursue an action for enforcement
of this Lease and damages, (b) terminate this Lease, and/or (c) seek any other
remedy available at law or in equity.



     11. Insurance and Indemnification. Lessee shall and does hereby agree to
indemnify Lessor and to hold Lessor harmless of and from any and all claims,
demands, costs and expenses (including but not limited to Lessor’s reasonable
attorneys’ fees), damages and causes of action of every nature whatsoever
arising from Lessee’s use of the Leased Premises or the use of the Leased
Premises by any of Lessee’s agents, servants, employees, licensees or invitees.
Without limitation to the foregoing indemnification and hold-harmless
agreement, but in addition to the same, Lessee agrees that any and all of
Lessee’s property located on the Leased Premises shall be kept at Lessee’s sole
risk.



     12. Lessor’s Warranty of Quiet Enjoyment. Lessor agrees that upon
compliance with the terms, covenants and conditions of this Lease, Lessee shall
and may peaceably and quietly have, hold and enjoy the Leased Premises for the
term of this Lease.



     13. Condemnation.



          13.01 Total Condemnation. If during the term of this Lease, all of the
Leased Premises should be taken for any public or quasi-public use under any
governmental law, ordinance, or regulation, or by right of eminent domain, or
should be sold to the condemning authority under threat of condemnation, this
Lease shall terminate, and the rent shall be abated during the unexpired
portion of this Lease, effective as of the date of the taking of the premises
by the condemning authority.



          13.02 Partial Condemnation. If less than all, but more than twenty-five
percent (25%), of the Leased Premises is taken for any public or quasi-public
use under any governmental law, ordinance, or regulation, or by right of
eminent domain, or is sold to the condemning authority under threat of
condemnation, Lessee may terminate the Lease by giving written notice to Lessor
within thirty (30) days after possession of the condemned portion is taken by
the entity exercising the power of condemnation. If the Leased Premises are
partially condemned and Lessee elects not to terminate the Lease or, if less
than twenty-five percent (25%) of the Leased Premises is condemned, this Lease
shall not terminate, but the rent shall be adjusted equitably during the
unexpired portion of this Lease.



          13.03 Condemnation Award. Lessor shall receive the entire award from any
condemnation, and Lessee shall have no claim to that award or for the value of
any unexpired term of this Lease.



     14. Lessor’s Right of Inspection. Lessee agrees to permit authorized
representatives of Lessor to inspect or examine the Leased Premises at any
reasonable time.



     15. Notice. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given (a) 1 business day after being delivered by hand, (b) 5
business days after being mailed first class or certified with postage paid or
(c) upon receipt if couriered by overnight receipted courier service or (d)
when the party receiving a telecopy shall have confirmed receipt of the
communication:



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	(a)

	 	If to Lessor, to:
	 
	 	 
	

	 	Kesslers Sport Shop, Inc.
	

	 	930 E. Main St.
	

	 	Richmond, IN 47374
	

	 	Attention: Mr. Bob Dickman
	

	 	Telephone: (765) 935-2595 x305
	

	 	Facsimile: (765) 935-1866
	

	 	Email: bobd@kesslersteamsports.com
	 
	 	 
	with a copy to:
	(which shall not constitute notice to Lessor)
	 
	 	 
	

	 	Ice Miller
	

	 	One American Square, Box 82001
	

	 	Indianapolis, IN 46282
	

	 	Attention: Kyle J. Hupfer
	

	 	Telephone: (317) 236-2263
	

	 	Facsimile: (317) 592-4694
	

	 	Email: hupfer@icemiller.com







                                                                                 or to such other person or address as Lessor shall furnish by notice to Lessee in writing.



	 	 	 
	(b)

	 	If to Lessee, to:
	 
	 	 
	

	 	BOO Acquisition Corp.
	

	 	13950 Senlac Drive
	

	 	Suite 100
	

	 	Dallas, TX 75234
	

	 	Attention: Mr. Michael J. Blumenfeld
	

	 	Telephone: (972) 439-5500
	

	 	Facsimile: (972) 439-5525
	

	 	Email: blumy33@aol.com
	 
	 	 
	with a copy to:
	(which shall not constitute notice to the Lessee)
	 
	 	 
	

	 	Sayles, Lidji & Werbner
	

	 	4400 Renaissance Tower
	

	 	1201 Elm Street
	

	 	Dallas, Texas 75270
	

	 	Attention: Michael R. Dorey, Esq.
	

	 	Telephone: (214) 939-8707
	

	 	Facsimile: (214) 939-8787
	

	 	Email: mdorey@slw.com







                                                                                 or to such other person or address as the Lessee shall furnish by
notice to the Lessor in writing.



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     After any notice is made hereunder, the party taking such action will use
its best efforts to deliver a copy of such notice to the e-mail address of the
intended recipients as soon as practical but in no event later than twelve (12)
hours after such action has been taken.



     16. Holding Over. In the event Lessee remains in possession of the Leased
Premises after the expiration of this Lease and without the execution of a new
lease, Lessee shall be deemed to be occupying said Leased Premises as a tenant
from month to month at a rental equal to the rental herein provided and
otherwise subject to the conditions, provisions and obligations of this Lease
insofar as the same are applicable to a month to month tenancy.



     17. General Protective Provisions.



          17.01 No Partnership or Joint Venture. The relationship between Lessor and
Lessee at all times shall remain solely that of landlord and tenant and not be
deemed a partnership or a joint venture.



          17.02 Force Majeure. It is expressly understood and agreed that if the
curing of any default (other than failure to pay rent, insurance premiums,
utilities or ad valorem taxes) or the performance of any other covenant,
agreement, obligation, or undertaking contained in this Lease is delayed by
reason of war, act of terrorism, civil commotion, act of God, governmental
restrictions, regulations, or interference, fire or other casualty, or any
other circumstances beyond Lessee’s control or beyond the control of the party
obligated or permitted under the terms of this Lease to do or perform the same,
regardless of whether any such circumstance is similar to any of those
enumerated or not, each party so delayed shall be excused from doing or
performing the same during the period of delay.



          17.03 No Termination or Bankruptcy. Neither bankruptcy, insolvency,
assignment for the benefit of creditors, nor the appointment of a receiver
shall affect this lease so long as Lessee and Lessor or their respective
successors or legal representatives continue to perform all covenants of this
Lease.



          17.04 No Waiver. No waiver by either party of any default or breach of any
covenant, condition, or stipulation contained in this Lease shall be treated as
a waiver of any subsequent default or breach of the same or any other covenant,
condition, or stipulation of this Lease.



     18. Miscellaneous.



          18.01 Parties Bound. This Lease shall be binding upon and inure to the
benefit of the parties to the Lease and their respective heirs, executors,
administrators, legal representatives, successors, and assigns.



          18.02 Indiana Law to Apply. This Lease shall be construed under and in
accordance with the laws of the State of Indiana, and all obligations of the
parties created by this Lease are performable in Wayne County, Indiana.



          18.03 Legal Construction. In case any one or more of the provisions
contained in this Lease shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, this invalidity, illegality, or unenforceability
shall not affect any other provision of the Lease, and this Lease shall be
construed as if the invalid, illegal, or unenforceable provision had never been
contained in the Lease.



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          18.04 Prior Agreements Superseded. This Lease constitutes the sole and
only agreement of the parties to the Lease and supersedes any prior
understandings or written or oral agreements between the parties respecting the
subject matter of the Lease.



          18.05 Amendment. No amendment, modification, or alteration of the terms of
this Lease shall be binding unless it is in writing, dated subsequent to the
effective date of this Lease, and duly executed by the parties to this Lease.



          18.06 Rights and Remedies Cumulative. The rights and remedies provided by
this Lease are cumulative, and the use of any one right or remedy by either
party shall not preclude or waive its right to use any or all other remedies.
The rights and remedies provided in this Lease are given in addition to any
other rights the parties may have by law, statute, ordinance, or otherwise.



          18.07 Headings. The headings, titles and subtitles herein are inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.



          18.08 Time of Essence. Time is of the essence in this Lease.



     19. Waiver of Subrogation. Lessee shall not be responsible to Lessor, and
Lessor shall not be responsible to Lessee, for any damages caused by fire or
other casualty covered by the Indiana Standard Form of Fire and Extended
Coverage Insurance, even though such damages are caused by the negligence of
some person for whom Lessee or Lessor would, except for this provision, be
responsible; and Lessee and Lessor, likewise, waive any rights against the
other which would except for this waiver, inure to the benefit of their
respective fire and extended coverage insurance carriers, (if any), by way of
subrogation or otherwise. Each party agrees that it will arrange for any
policy, or policies, of fire and extended coverage insurance to contain, if
obtainable, a clause whereby the insurer waives its rights of subrogation.



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     IN WITNESS WHEREOF, the parties have executed this Lease effective as of
April 1, 2004.



	 	 	 	 	 
	

	 	LESSOR:
	

	 	KESSLERS SPORT SHOP, INC.
	 
	 	 	 	 
	

	 	By:	 	/s/ ROBERT DICKMAN
	

	 	 	 	
 
	

	 	 	 	Robert Dickman, President
	 
	 	 	 	 
	

	 	LESSEE:
	

	 	BOO ACQUISITION CORP.
	 
	 	 	 	 
	

	 	By:	 	/s/ ADAM BLUMENFELD
	

	 	 	 	
 
	

	 	 	 	Adam Blumenfeld, President







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EXHIBIT A




LEASED PREMISES




Main Building



920 E. Main St. (6 floors approx. 7,500 sq ft each) and

930 E. Main St. (4 floors approx. 5,750 sq ft each)

Richmond, IN 47374

(includes 12 parking spaces owned by Lessor in a parking lot across the street from main building)



Warehouse



22 N. 11th Street (approx 8,000 sq ft) –(total sq ft is 9,227, less 1,227 sq ft. to be retained by Lessor)

(includes an approximately 4,700 sq ft. parking lot)



Total Leased Space – 76,000 sq ft.