THIS LEASE AGREEMENT (this "Lease"), is dated September 28, 2001, between BIKELAND, 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 thirty-seven thousand four hundred (37,400) rent able 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 One Competition Way, Mt. Vernon, Indiana.

2. TERM. Unless sooner terminated pursuant to the provisions hereof, this Lease shall continue for a period of four (4) years and two days (the "term"), commencing on September 28, 2001 (the "Commencement Date") and ending on September 30, 2005 (the "Expiration Date"). 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 during the first two years of the Term the sum of Twelve Thousand Two Hundred and 00/100 Dollars ($12,200.00) ("Basic Rent") in advance on the first (1st) day of each calendar month during the Term hereof. Thereafter, the Basic Rent due and payable for the balance of the Term shall be the fair market rent for the Premises as determined by Landlord and set forth in a written notice to Tenant, which determination shall be as of the date (hereinafter called the "Determination Date") occurring three (3) months prior to the start of such new rent period and which determination shall be made by Landlord and given in writing to Tenant within a reasonable period of time after the occurrence of the Determination Date.

If Tenant disputes the fair market rent as determined by Landlord pursuant to Paragraph 3 (a) hereof, then at any time on or before the date occurring thirty (30) days after Tenant has been notified by Landlord of Landlord's determination of the fair market rent, Tenant may initiate the arbitration process provided for herein by giving notice to that effect to Landlord, and if Tenant so initiates the arbitration process such notice shall specify the name and address of the person designated to act as an arbitrator on its behalf. If Tenant fails to initiate the arbitration process as provided above, then Landlord's determination of the Basic Rent during such period shall be conclusive. Within thirty (30) days after the Landlord's receipt of notice of the designation of Tenant's arbitrator, Landlord shall give notice to Tenant specifying the name and address of the person designated to act as an arbitrator on its behalf. If Landlord fails to notify Tenant of the appointment of its arbitrator within the time above specified, then the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed, and if, within twenty (20) days after the second arbitrator is appointed, the two arbitrators shall not agree upon a determination of the Basic Rent for such period, they shall together appoint a......

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