Lease of Equipment. Joseph Schumacher, Ltd. d/b/a Schumacher Camera ("Schumacher"), as Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, all of the equipment and other property marked and identified by Lessee for lease on the Equipment Rental Contract (the "Lease") including without limitation all additions, attachments and accessories now or hereafter affixed thereto (the "Equipment").

Term of Lease/Pre-production Testing. (a) The Lease shall commence on the day on which the Equipment is delivered to Lessee. The Lease shall expire on the latter of the expiration date stated in the Lease, or the day the Equipment is returned to Schumacher. The Equipment shall be considered to have been delivered to Lessee when a representative of Lessee is given access to the Equipment for purposes of pre-production testing, preparation or inspection ("Pre-production Testing"), whether on the premises of Schumacher, or otherwise. If Pre-production Testing is conducted on the premises of Schumacher, and if the Equipment is not removed from the premises of Schumacher until the following business day, then rental charges for the day of Pre-production Testing shall be waived. (b) From and after the delivery of the Equipment, as defined in sub-paragraph (a), to the return of the Equipment to Schumacher, Lessee is solely responsible for loss or damage to the Equipment, including any damage to Equipment, persons or property during Pre-production Testing.

Rental Payments. In consideration of the lease of the Equipment hereunder, Lessee promises to pay to Lessor the full rental fee for the Equipment rented pursuant to the terms and conditions stated herein. A full day's rental will be charged for all Equipment returned later than 10:00A.M. (Central Time) on the Lease Expiration Date, and for each day subsequent thereto.

Shipment and Delivery of the Equipment. All shipments of the Equipment by Lessor shall be F.O.B. Lessor. Lessee agrees that shipment of the Equipment will only be made at Lessee's request. Lessor does not assume and hereby disclaims any responsibility for the losses, damages, performance or fees of a carrier. Lessee agrees that all shipments of the Equipment on behalf of Lessee by Lessor will be collect for freight and carrier insurance charges. Lessee agrees that the Equipment must be returned to Lessor with freight and carrier insurance charges prepaid and that all freight and handling charges are the responsibility of Lessee.

Use of Equipment. (a) The Equipment shall be used only by Lessee in the greater Chicagoland area, unless Schumacher has consented, in writing, to removal of the Equipment from the greater Chicagoland area, and shall not be re-leased by Lessee. The Equipment may be used only by duly qualified employees or agents of Lessee. Prior to removal of the Equipment from Schumacher's premises, Lessee will provide Schumacher with a written statement of the location where the Equipment will be used. (b) If the Equipment is to be utilized outside of the United States, the parties shall execute a Foreign Use Addendum to this Contract. Shipment must be through an established Customs Broker, under contract with Lessee, which will register the Equipment with United States Customs, using a United States Customs Form 4455. No later than the time of delivery of the Equipment, Lessee shall deliver to Schumacher a certified copy of all registration documentation reasonably requested by Schumacher, together with proof of prepayment of all brokerage and shipping charges, fees and taxes, and proof of adequate arrangements for return of the Equipment. At Lessee's request, Schumacher will furnish a statement of the serial number, country of origin and value of the Equipment.

Title to the Equipment. Lessee acknowledges that it claims and shall acquire no interest in the title to the Equipment, and that title to the Equipment shall be and remain in Lessor or any party claiming through Lessor. Lessee, at its sole cost and expense, shall protect and defend the title of the Equipment and shall keep the Equipment free and clear of all liens, claims, equities and encumbrances whatsoever. Lessee shall not perform or permit any act which shall or may result in the encumbrance or impairment of any of Lessor's rights in or title to the Equipment. Lessee shall give Lessor immediate written notice of any attempted or completed seizure by process of law or otherwise affecting or relating to the Equipment and shall indemnify and hold harmless from any loss, costs, damage, liability or expense ( including without limitation reasonable attorney's fees, court costs and other reasonable litigation expenses) caused thereby. Lessee shall cooperate with Lessor to execute and file a Uniform Commercial Code Financing Statement evidencing Lessor's interest in the Equipment.

Maintenance and Repair. Lessee shall keep the Equipment clean and in good condition and working order throughout the term of the Lease. If any item of Equipment is returned in a damaged condition, or if any item of Equipment is not returned for any reason, including but not limited to destruction, confiscation, theft or act of God, Lessee shall pay to Schumacher the cost of repair or replacement of any damaged or lost Equipment. Lessee acknowledges and agrees that the value of each item of leased Equipment is as per a list posted in Schumacher's office, a copy of which will be furnished to Lessee upon request. If any item is returned in a repairable, damaged condition, Lessee shall pay to Schumacher the cost of such repairs as determined at the sole discretion of Schumacher. Schumacher shall have sole discretion to determine whether damaged Equipment shall be replaced or repaired, and Schumacher's judgment shall be conclusive upon Lessee. In the event of a loss or damage to leased Equipment, Lessee shall be liable to Schumacher, in addition to replacement or repair charges, for rent at the rate provided in the Lease, until the Equipment has actually been repaired or replaced and returned to Schumacher's rental stock.

Taxes. All taxes, fees, and similar charges imposed on the ownership, possession or use of the Equipment during the term of the lease of the Equipment hereunder shall be paid by Lessee within thirty (30) days of receipt of billing from Schumacher. If Lessee shall fail or refuse to pay any such taxes, fees or similar charges, Schumacher may, at its option and in addition to any other rights and remedies it may have, pay such taxes, fees or similar charges, and Lessee shall promptly reimburse Lessor for all such amounts paid by Schumacher.

Risk of Loss. (a) From the time of delivery of the Equipment, to the time the Equipment is returned to Schumacher and the term of the Lease has expired, Lessee shall bear the entire risk of loss, including risks while in transit, at all locations named and unnamed, and while in use or storage on Schumacher's premises. (b) In the event of any loss of the Equipment, or any part thereof, Lessee shall be liable for the full replacement cost of the lost Equipment, and for loss of use thereof at the per diem rate under the Lease, from the date of the loss to the date on which the Equipment has been replaced and returned to Schumacher's rental stock.

Insurance. (a) Lessee, at its sole cost and expense, shall insure the Equipment against all risks of physical loss or damage, from and after the delivery of the Equipment to Lessee, to and including the date of its return, for full replacement cost and loss of use, through an insurance company reasonably acceptable to Schumacher. Prior to delivery of the Equipment, Lessee shall deliver a Certificate of Insurance to Schumacher, showing Schumacher as an additionally insured party and loss payee as to such insurance, demonstrating that Lessee's insurance is primary and non-contributory as to the Equipment, and stating that such insurance shall not be canceled or amended for any cause without thirty (30) days written notice to Schumacher. (b) If Lessee fails to deliver required evidence of insurance, or if Lessee permits insurance required hereunder to lapse during the term of the Lease, then in addition to any other remedies which it may have, Schumacher may, but is not required to, obtain such insurance with respect to the Equipment and Lessee shall promptly reimburse Schumacher for all costs and expenses incurred in obtaining such insurance.

Inspection. Throughout the term of the Lease, Schumacher shall have the right to enter upon any premises where the Equipment shall be located, at all reasonable times, for the purpose of inspecting the Equipment. Lessee shall cooperate with Schumacher's exercise of its inspection rights as aforesaid.

Return of the Equipment. Upon the expiration of the term of the Lease, Lessee, at its sole cost and expense, shall immediately deliver the Equipment to such location as Schumacher may designate in good condition, repair and working order pursuant to the terms and conditioned stated in Paragraph 7 above.

Schumacher's Warranty. Schumacher represents and warrants to Lessee that Schumacher has the right and authority to execute this agreement. EXCEPT AS HEREIN ABOVE SET FORTH, SCHUMACHER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR QUALITY OF ANY ITEM OF THE EQUIPMENT. ALL EQUIPMENT IS OFFERED FOR INSPECTION AND TEST AT THE TIME OF RENTAL. LESSEE ACKNOWLEDGES THAT IT HAS INDEPENDENTLY SELECTED EACH ITEM OF THE EQUIPMENT, HAS DETERMINED ITS CONDITION TO BE SATISFACTORY, AND HAS NOT RELIED UPON SCHUMACHER WITH RESPECT TO THE SELECTION OF ANY SUCH ITEM OF THE EQUIPMENT. LESSEE AGREES THAT SCHUMACHER SHALL NOT BE LIABLE TO LESSEE FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE OF ANY KIND CAUSED, DIRECTLY OR INDIRECTLY, BY ANY INADEQUACY , DEFECT OR DEFICIENCY RELATING TO THE EQUIPMENT. LESSEE'S ONLY RECOURSE FOR ANY SUCH ACTUAL OR ALLEGED CLAIM, LOSS, DAMAGE OR EXPENSE SHALL BE AGAINST THE MANUFACTURER OF THE EQUIPMENT. LESSEE FURTHER AGREES THAT, IRRESPECTIVE OF ANY SUCH CLAIM, LOSS, DAMAGE OR EXPENSE, IT WILL CONTINUE TO PAY TO SCHUMACHER ALL RENTAL PAYMENTS STATED HEREIN AS AND WHEN SUCH PAYMENTS FALL DUE. SCHUMACHER SHALL NOT BE DEEMED OBLIGATED TO PROVIDE REPLACEMENT FOR ANY ITEM OF THE EQUIPMENT WHICH MAY BE DESTROYED BY FIRE, THEFT OR CASUALTY.

Default by Lessee. In the event that Lessee shall be in default with respect to any provision of this lease which default shall remain uncured beyond the fifth (5th) business day after receipt by Lessee of written notice thereof, then Schumacher may exercise any right or remedy which may be available to it under applicable law, including without limitation the termination of the Lease, and whether or not the Lease is terminated, may take immediate possession of any or all of the Equipment, wherever situated; Lessee agrees that in the event Lessee shall be in default as herein described, Schumacher shall have an unrestricted right of access to Lessee's premises for the purpose of taking possession of the Equipment and Lessee shall cooperate fully with Schumacher in the process of removing the Equipment from Lessee's premises. Lessee shall bear all cost and expenses resulting from or pertaining to the process of removing the Equipment from Lessee's premises. Lessee agrees that it shall indemnify and hold Schumacher harmless from and against all loss, cost, damage, liability and expense (including without limitation reasonable attorney's fees, court costs and other reasonable litigation expenses) resulting from or pertaining to damage to property occurring during the process of removing the Equipment from Lessee's premises.

Enforcement of Warranty. Upon receipt of written request from Lessee, Schumacher shall take all reasonable action to enforce any warranty, express or implied, issued on or applicable to the Equipment which is enforceable by Schumacher in its own name; provided, however, that Schumacher shall not be obligated to take such action or commence any suit to enforce any such warranty unless Lessee shall pay all expenses in connection therewith.

Indemnification. Lessee agrees to indemnify and hold Schumacher, and its agents and employees, harmless from all claims, demands, losses, expenses and liabilities of any kind or nature, including but not limited to attorney fees and costs, arising from the use, condition or operation of the Equipment during the term of the lease, unless caused by an act of Schumacher, or its agents or employees.

Waiver. Failure to insist upon strict compliance with any of the terms and conditions hereof shall not be deemed a waiver of such term or condition, nor shall any waiver or relinquishment of any right or remedy hereunder, at any time or times, be deemed a waiver or relinquishment of such right or remedy at any other time or times.

Benefit. This agreement shall inure to the benefit of and shall be binding upon Schumacher and its successors and assigns. The rights and obligations of Lessee hereunder are personal to it and are not subject to voluntary or involuntary alienation, transfer or assignment.

Notices and payment. All notices and payments necessary or desirable to be delivered hereunder shall be in writing and shall be either personally delivered or sent by certified mail return receipt requested addressed as follows:
(a) If to Lessor: Schumacher Camera LLC
1147 West Ohio Street
Chicago, Illinois 60622
Attn: James Pope/Micahel Acuna
with a copy to: Deutch, Levy & Engel, Chartered
225 West Washington Street
Suite 1700
Chicago, Illinois 60606
Attn: Leo Aubel
(b) If to Lessee: To the address stated on the Equipment Rental Contract.

Entire Agreement. This agreement contains the entire agreement between Schumacher and Lessee with respect to the subject matter of this Lease, and all prior negotiations, understandings, and agreements are merged into this document. This agreement may not be modified or recinded except pursuant to a written instrument signed by the party against whom enforcement is sought.

Governing Law. This Agreement shall be deemed to have been excepted and signed in Chicago, Illinois and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Illinois. In the event of any dispute arising from this Agreement, Lessee consents and agrees to in personam jurisdiction and to venue in either the Circuit Court of Cook County, Illinois or the United States District Court for the Northern District of Illinois, located in Chicago, Illinois.