EQUIPMENT RENTAL AGREEMENT

TERMS AND CONDITIONS

Lessor: Varied Outdoor Sports, Inc. of PO Box 6706, Tahoe City, CA 96145 (herein referred to as The BackCountry)

Please read these terms and conditions of use carefully before accessing, using or obtaining any materials, information, products or services.

IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Lessor leases the Equipment to the Lessee, and the Lessee leases the Equipment from the Lessor on the following terms:

Definitions

1.                  The following definitions are used but not otherwise defined in this Agreement:

a.      "Casualty Value" means the market value of the Equipment at the end of the Term or when in relation to a Total Loss, the market value the Equipment would have had at the end of the Term but for the Total Loss. The Casualty Value may be less than but will not be more than the original purchase price of the Equipment.

b.      "Equipment" means Skis, Boots, Helmets, Poles, Clothing, Beacon, Probe, Shovel, Skins, Crampons, Ice Ax, Snowshoes, Bicycles and Electric Bicycles which has an approximate value of $50-$20,000.00.

c.       "Total Loss" means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment.       

Lease

2.                  The Lessor agrees to lease the Equipment to the Lessee, and the Lessee agrees to lease the Equipment from the Lessor in accordance with the terms set out in this Agreement.

Term

3.                  The Agreement commences upon pick up of equipment by the Lessee at place of business and will continue until the Lessee returns the equipment to the same place of business (the "Term").

Delivery of Equipment

4.                  The Lessee will, at the Lessee's own expense and risk, pick up and transport the Equipment from 11400 Donner Pass Road, Suite 100, Truckee, CA 96161.

Use of Equipment

5.                  The Lessee will use the Equipment in a good and careful manner and will comply with all of the manufacturer's requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law

6.                  The Lessee will use the Equipment for the purpose for which it was designed and not for any other purpose.

7.                  Unless the Lessee obtains the prior written consent of the Lessor, the Lessee will not alter, modify or attach anything to the Equipment unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment.

8.                 The Lessee will not use the equipment on illegal or unsanctioned trails and private property or on trails prohibited by Lessor. The Lessee will not use the equipment at downhill bike parks such as Northstar California Resort or Boreal. The Lessee with not use these on shuttle trails such as Downieville or Mt. Hough.

Warranties

9.                  The Equipment will be in good working order and good condition upon delivery.

10.                  The Equipment is of merchantable quality and is fit for the purposes it is ordinarily used.

Loss and Damage

11.              To the extent permitted by law, the Lessee will be responsible for risk of loss, theft, damage or destruction to the Equipment from any and every cause.

12.              If the Equipment is lost or damaged, the Lessee will provide the Lessor with prompt written notice of such loss or damage and will, if the Equipment is repairable, put or cause the Equipment to be put in a state of good repair, appearance and condition.

13.              In the event of Total Loss of the Equipment, the Lessee will provide the Lessor with prompt written notice of such loss and will pay to the Lessor all unpaid Rent for the Term plus the Casualty Value of the Equipment, at which point ownership of the Equipment passes to the Lessee.

14.              The Equipment is the property of the Lessor and will remain the property of the Lessor.

15.              The Lessee will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner.

16.              The Lessor warrants that the Lessor has the right to lease the Equipment according to the terms in this Agreement.

17.              The Lessor warrants that as long as no Event of Default has occurred, the Lessor will not disturb the Lessee's quiet and peaceful possession of the Equipment or the Lessee's unrestricted use of the Equipment for the purpose for which the Equipment was designed.

Surrender

18.              At the end of the Term or upon earlier termination of this Agreement, the Lessee will return the Equipment at the Lessee's cost, expense and risk to the Lessor by delivering the Equipment to 11400 Donner Pass Road, Suite 100, Truckee, CA 96161. If the Lessee fails to return the Equipment to the Lessor at the end of the Term or any earlier termination of this Agreement, the Lessee will pay to the Lessor any unpaid Rent for the Term plus the Casualty Value of the Equipment plus 10% of the Casualty Value, at which point ownership of the Equipment will pass to the Lessee.

Insurance

19.              No insurance coverage for the Equipment is required under this Agreement.

Taxes

20.              The Lessee will report and pay all taxes, fees and charges associated with the Equipment, with the use of the Equipment, and with revenues and profits arising out of the use of the Equipment, including, but not limited to, sales taxes, property taxes, and license and registration fees. The Lessee will pay any and all penalties and interest for failure to pay any tax, fee or charge on or before the date on which the payment is due. The Lessee will pay any and all penalties and interest for failure to report required information to any taxing authority with jurisdiction over the Lessee or the Equipment. If the Lessee fails to do any of the foregoing, the Lessor may, but is not obligated to, do so at the Lessee's expense.

21.              Notwithstanding any other provision of this Agreement, the Lessee will not be required to pay any tax, fee or charge if the Lessee is contesting the validity of same in the manner prescribed by the legislation governing the imposition of same, or in the absence of a prescribed form, in a reasonable manner. However, the Lessee will indemnify and reimburse the Lessor for damages and expenses incurred by the Lessor arising from or related to the Lessee's failure to pay any tax, fee or charge, regardless of whether the Lessee is contesting the validity of the same or not.

22.              If the Lessee fails to pay any and all taxes, fees, and charges mentioned in this Agreement and the Lessor, on behalf of the Lessee, pays the same, the Lessee will reimburse the Lessor for the cost upon notification from the Lessor of the amount.

Indemnity

23.              The Lessee will indemnify and hold harmless the Lessor against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including attorney's fees and costs, arising out of or related to the Lessee's use of the Equipment.

Default

24.              The occurrence of any one or more of the following events will constitute an event of default ("Event of Default") under this Agreement:

a.      The Lessee fails to pay any amount provided for in this Agreement when such amount is due or otherwise breaches the Lessee's obligations under this Agreement.

b.      The Lessee becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the Federal bankruptcy law of the United States or another competent jurisdiction.

c.       A writ of attachment or execution is levied on the Equipment and is not released or satisfied within 10 days.

Remedies

25.              On the occurrence of an Event of Default, the Lessor will be entitled to pursue any one or more of the following remedies (the "Remedies"):

a.      Declare the entire amount of the Rent for the Term immediately due and payable without notice or demand to the Lessee.

b.      Apply the Deposit toward any amount owing to the Lessor.

c.       Commence legal proceedings to recover the Rent and other obligations accrued before and after the Event of Default.

d.      Take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law. The Lessee waives any and all damage occasioned by such taking of possession.

e.      Terminate this Agreement immediately upon written notice to the Lessee.

f.        Pursue any other remedy available in law or equity.

Assignment

26.              THE LESSEE WILL NOT ASSIGN THIS AGREEMENT, THE LESSEE'S INTEREST IN THIS AGREEMENT OR THE LESSEE'S INTEREST IN THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR.

27.              If the Lessee assigns this Agreement, the Lessee's interest in this Agreement or the Lessee's interest in the Equipment without the prior written consent of the Lessor, the Lessor will have recourse to the Remedies and will be entitled to all damages caused by the transfer to the extent that the damages could not reasonably be prevented by the Lessor.

Additional Documents

28.              Upon written demand by the Lessor, the Lessee will execute and deliver to the Lessor documents required by the Lessor to protect the Lessor's interest in the Equipment including, but not limited to, the documents necessary to file a UCC financing statement.

Entire Agreement

29.              This Agreement will constitute the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of this Agreement will not be binding on either Party except to the extent incorporated in this Agreement.

Address for Notice

30.              Service of all notices under this Agreement will be delivered personally or sent by registered mail or courier to the following addresses:
Lessor: Varied Outdoor Sports, Inc., PO Box 6706, Tahoe City, CA 96145

Interpretation

31.              Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

32.              It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of California (the "State"), without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

33.              If there is a conflict between any provision of this Agreement and the applicable legislation of the State of California (the "Act"), the Act will prevail and such provisions of the Agreement will be amended or deleted as necessary in order to comply with the Act. Further, any provisions that are required by the Act are incorporated into this Agreement.

34.              In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions will nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement and the remaining provisions had been executed by both Parties subsequent to the expungement of the invalid provision.

General Terms

35.              This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

36.              Time is of the essence in this Agreement.

37.              This Agreement will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each Party to this Agreement.

38.              Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections, natural disasters, such as earthquakes, hurricanes or floods and/or any other cause beyond the reasonable control of the Party whose performance is affected.

Notice to Lessee

39.              NOTICE TO THE LESSEE: This is a lease. You are not buying the Equipment. Do not sign this Agreement before you read it. You are entitled to a completed copy of this Agreement when you sign it.