LEASE AGREEMENT 
BY AND BETWEEN 
BIKE LAND, LLC 
AND 
DAN'S COMPETITION, INC.

THIS LEASE AGREEMENT (this "Lease"), is dated September 28, 2001, between BIKE LAND, LLC, an Indiana limited liability company ("Landlord"), having an address at One Competition Way, Mt. Vernon, Indiana 47620, and DAN'S COMPETITION, INC., a Delaware corporation ("Tenant"), having an address at 151 West 26th Street, 11th Floor, New York, New York 10001.

WITNESSETH THAT:

In consideration of the mutual covenants and conditions herein stated, the parties agree as follows:

1. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord a building containing approximately three thousand six hundred (3,600) rentable square feet of certain retail, warehouse and office space together with the real property upon which the building is located which is described on Schedule A hereto (the "Premises") located at 607 East Fourth Street, Mt. Vernon, Indiana.

2. TERM. Unless sooner terminated pursuant to the provisions hereof, this Lease shall continue for a period of three (3) months and three (3) days (the "term "), commencing on September 28, 2001 (the "Commencement Date") and ending on December 31, 2001 (the "Expiration Date"). Notwithstanding anything contained herein to the contrary, the Landlord may terminate this Lease upon ninety (90) days written notice to the Tenant, unless sooner terminated pursuant to the terms hereof. Notwithstanding the Commencement Date, if for any reason Landlord cannot deliver possession of the Premises on said date, Tenant shall not be obligated to pay Rent (as hereinafter defined) until possession of the Premises is tendered to Tenant. In the event that the Premises are not delivered to Tenant by October 10, 2001, Tenant shall have the right to terminate this Lease upon ten (10) days prior written notice to Landlord.

3. RENT.

(a) Tenant shall pay to Landlord at the address set forth above, or at such other address as Landlord may designate from time to time, without prior demand therefore and without any deduction, set off, abatement or credit whatsoever, as fixed minimum monthly rent, the sum of One Thousand Dollars ($1,000.00) ("Basic Rent") in advance on the first (1st) day of each calendar month during the Term hereof.

(b) All other sums payable by Tenant hereunder, regardless of to whom such sums may be payable, shall be deemed additional rent ("Additional Rent"), and shall be collectible by Landlord in the same manner as Basic Rent. Basic Rent and Additional Rent are hereinafter referred to collectively as "Rent".

4. OCCUPANCY. Tenant shall use and occupy Premises solely for executive, administrative, retail store, warehouse space and general office use and for no other purpose whatsoever. Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the Premises.

5. TAXES.

(a) Real Estate Taxes. Tenant shall pay all real estate taxes and assessments on the Premises which are due and payable during the term of this Lease when due. All real estate taxes shall be paid to the Landlord by the Tenant, as additional Rent. Landlord shall promptly forward to the Tenant a copy of all billings for real estate taxes and assessments on the Premises, which are due and payable during the term of this Lease. Tenant shall within ten (10) days prior to its due date either (i) appropriately pay the real estate taxes and assessments and forward evidence of payment to the Landlord; or (ii) pay the Landlord an amount equal to the real estate taxes and assessments so as to enable the Landlord to pay the real estate taxes before the due date thereof. Within thirty (30) days prior to the termination of this Lease or vacation of the Premises by the Tenant, the Tenant shall pay to the Landlord the pro-rated amount of the real estate taxes and assessments for the Premises payable through the Lease termination date or Tenant's vacation date but not yet due. Tenant shall have the right to promptly, reasonably and in good faith contest the real estate taxes assessed during the term of this Lease; provided that the Tenant indemnifies the Landlord and save harmless the Landlord from all such actions related to the real estate taxes, including all attorney's fees and expenses incurred by Landlord. Notwithstanding the foregoing to the contrary, Landlord hereby agrees to cooperate with any such appeal made by Tenant, provide any information and execute any documents required in making such appeal.

(b) Personal Property Taxes. Tenant shall pay all taxes, assessments, license fees and levies of every kind, before the same become delinquent, that may be assessed against its personal property and fixtures located on the Premises, and/or resulting from operations on the Premises. Tenant shall have the right to promptly, reasonably and in good faith contest the personal property taxes assessed during the term of this Lease; provided that the Tenant indemnifies the Landlord and save harmless the Landlord from all such actions related to the personal property taxes, including all attorney's fees and expenses incurred by Landlord. Notwithstanding the foregoing to the contrary, Landlord hereby agrees to cooperate with any such appeal made by Tenant, provide any information and execute any documents required in making such appeal.

6. UTILITIES. Tenant shall obtain all utility services (including, without limitation, all electrical energy for the air-conditioning and ventilating system servicing the demised premises) directly from the public utility companies furnishing such services to the Premises. The costs of such services shall be paid by Tenant directly to such public utility companies, but a default by Tenant in the payment of any bill or charge of such company shall be deemed a default by Tenant under this Lease.

7. MAINTENANCE AND REPAIRS. Tenant shall, at its sole expense, maintain and take good care of the Premises and make all non-structural repairs to the interior portions of the Premises as well as to all building systems such as HVAC, plumbing and electrical systems that are necessary to keep the Premises in good order and repair. Landlord shall, at its sole expense, make all repairs and replacements to the roof, exterior walls and structure of the Premises. All repairs by Landlord and Tenant shall be performed in a good and workmanlike manner and in accordance with all applicable laws. Tenant shall not commit or suffer, and shall use all reasonable precaution to prevent, waste, damage or injury to the Premises. The Tenant shall not be liable for any resulting damage occasioned by leak, defect, known or unknown, or the failure to make such repairs. The Tenant agrees to inform the Landlord promptly upon becoming aware of any condition that might require a repair to be made by the Landlord.

REQUIREMENTS OF LAW, INSURANCE. Landlord, at Landlord's sole cost and expense, shall promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and......

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