0000899797-02-000208 Sample Contracts

BUSINESS LOAN AGREEMENT
Business Loan Agreement • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts • Michigan

References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to text length limitations.

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EXCHANGEABLE SHARE SUPPORT AGREEMENT
Exchangeable Share Support Agreement • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts • Ontario

IDEAL ACCENTS (NOVA SCOTIA) COMPANY, an unlimited liability company existing under the laws of the Province of Nova Scotia

VOTING AND EXCHANGE AGENCY AGREEMENT
Voting and Exchange Agency Agreement • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts • Ontario

NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

REAL ESTATE LEASE
Real Estate Lease • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts • Michigan

This Lease Agreement (this "Lease") is made effective as of November 1, 1999, by and between East Washington Partnership ("Landlord"), and Ideal Accents, Inc. ("Tenant"). The parties agree as follows:

ASSET PURCHASE AGREEMENT
Agreement • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts • Michigan

THIS AGREEMENT (the "Agreement") is made as of the.11 day of April 2002, by and among Ideal Accents, Inc., a Florida corporation, with its principal place of business at 10200 West Eight Mile, Ferndale, Michigan 48220 (the "Purchaser") and Auto Conversions Inc., a Michigan corporation, with its principal place of business at 20050 Be1laire Avenue, Royal Oak, Michigan 48067 (the "Seller") and Michael Patten, an individual and the sole shareholder of Seller residing at 13517 Yvonne, Warren, MI 48093 (the "Shareholder").

CANADIAN SHARE EXCHANGE AGREEMENT
Canadian Share Exchange Agreement • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts • Ontario

This Share Exchange Agreement, dated as of December 13th, 2001 (the "Agreement"), is entered into by and between Ideal Accents, Inc. (formerly known as Fairhaven Technologies, Inc.), a Florida corporation ("Parent"), Ideal Accents (Nova Scotia) Company, a Nova Scotia Unlimited Liability Company, ("NovaScotiaco"), Ideal Accents Holdings Inc., a corporation incorporated under the laws of the Province of Ontario ("Exchangeco"), AutoFun Canada Inc., a corporation incorporated under the laws of the Province of Ontario ("AutoFun") and Somani Holdings Inc. a corporation incorporated under the laws of the Province of Ontario ("Somani Holdings") (AutoFun and Somani Holdings being sometimes individually referred to as a "Company" and being collectively referred to as the "Companies"), Ayaz Somani ("Ayaz") and Naseem Somani ("Naseem"), and Karim Suleman ("Suleman"), as attorney and agent for the shareholders of AutoFun listed on Schedule "A" (the " AutoFun Shareholders").

BUSINESS PROPERTY LEASE
Lease • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts
Contract
Indenture • August 23rd, 2002 • Ideal Accents Inc • Wholesale-motor vehicle supplies & new parts

THIS INDENTURE made in duplicate the 11th day of April 1995. IN THE YEAR ONE THOUSAND HUNDRED AND NINETY-FIVE IN PURSUANCE OF THE SHORT FORM OF LEASES ACT.

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