ASSIGNMENT AGREEMENT

This Assignment Agreement, dated this 10th day of April, 1989, between Overland Outfitters, Inc. (formerly known as Overland Sheepskin Co.,) an Iowa corporation ("Overland"), and Alfalfa's Boulder, Inc., a Colorado corporation ("Alfalfa's").

RECITALS

A. Overland is tenant and First Interstate Bank of Denver, N. A., in its capacity as nominee is landlord ("Landlord") under a lease agreement (the "Master Lease") dated May 16, 1984 (a copy of which is attached as Exhibit A hereto), and covering the real property and improvements located at 1655 Broadway, Boulder, Colorado (the "Premises").

B. Alfalfa's is successor in interest to Natural Horizons, Inc.'s rights as Sublessee under the sublease with Overland dated August 7, 1984, as amended August 7, 1984, and covering a portion of the Premises.

C. Alfalfa's desires to assume Over land's obligations under the Master Lease, and Overland desires to assign its interests in the Master Lease to Alfalfa's.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment. Overland hereby assigns, transfers and conveys to Alfalfa's, and Alfalfa's agrees to assume from Overland, effective as of the 15th day of April, 1989 (the "Effective Date"), the rights and obligations of Overland under the Master Lease, to have and to hold the Master Lease by Alfalfa's, its successors and assigns, on the terms and conditions set forth herein. In the event that the Landlord fails to consent below to this Assignment on or before April 15, 1989, this Agreement will not be deemed effective. Alfalfa's agrees to pay, perform and discharge all liabilities and obligations arising under the Master Lease after the Effective Date.

2. Consideration for Assumption of Liabilities. Inconsideration for the assumption by Alfalfa's of Over land's obligations and liabilities under the Master Lease, Overland hereby agrees to release Alfalfa's from any further obligations to Overland under the Sublease, including but not limited to liability for rent and reimbursement for tenant finish work. In addition, Overland agrees to pay to the Landlord the amount of rent due from Alfalfa's for the Premises for the 30-day period from April 16 through May 15,1989. Alfalfa's also agrees to pay Overland all sublease payments for this same30-day period.

3. Representations, Warranties and Covenants of Overland.

(a) Overland hereby covenants and agrees that on or before the Effective Date, Overland will remove all removable wall coverings, display cases and other trade and light fixtures, and shall repair any damage caused by such removal.

(b) Overland hereby covenants, represents and warrants that as of the date of this Assignment and as of the Effective Date, the Premises are in good repair and condition, normal wear and tear excepted, and that no repairs costing more than $500 in the aggregate are required to meet Over land's obligations under section 14 of the Master Lease. Overland further represents and warrants that as of the Effective Date, the Premises are in compliance with all applicable laws, rules, regulations and codes.

(c) Overland hereby represents and warrants as of the date hereof and as of the Effective Date that Over land's interest in the Master Lease is free and clear of all liens and encumbrances, the Master Lease is in full force and effect and that the copy attached hereto as Exhibit A is true and correct and has not been amended, and that Overland is not presently in default under the Master Lease and has not committed or failed to commit any act which, with notice or the passage of time, or both, would result in ab reach of the Master Lease.

4. Rent, Utilities, Taxes and Assessments.

(a) Overland shall pay all utility charges accruing up to the Effective Date, and Alfalfa's shall pay all utilities charges thereafter.

(b) Overland shall pay, on or before the Effective Date, its pro rata share of real and personal property, sales and other applicable taxes and assessments accruing to the Effective Date, and Alfalfa's shall pay all taxes accruing thereafter.

(c) Overland shall pay all rent and additional rent charges, operating expenses and other assessments accruing pursuant to the terms of the Master Lease through the Effective Date, and Alfalfa's shall pay all rent and other charges accruing thereafter.

5. Risk of Damage. In the event that the Premises are damaged or destroyed by casualty or other damage prior to the Effective Date, Alfalfa's may elect to either (a) terminate this Assignment Agreement with no further obligation of either party, or (b) continue this Agreement in full force and effect, in which case Overland shall assign in writing to Alfalfa's all insurance proceeds, settlements and other sums receivable by Overland as are sult of such damage or destruction, and shall assist Alfalfa's in the prosecution of or negotiation with any insurer or other party from whom amounts may be receivable as a result of such damage.

6. Indemnification.

(a) Overland hereby agrees to indemnify and hold harmless Alfalfa's, its affiliates, and their officers, directors, employees and agents from any loss, cost, liability or expense (including but not limited to attorneys' fees and costs) arising or resulting from (i) Over land's breach of any of its representations, warranties or covenants given to Alfalfa's, or (ii) any actions or inactions of Overland relating to Over land's use of the Premises or performance under the Master Lease prior to the Effective Date.

Alfalfa's hereby agrees to indemnify and hold harmless Overland and its officers, directors, employees and agents from any loss, cost, liability or expense (including but not limited to attorneys' fees and costs) arising or resulting from any actions or......

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