LEASE AGREEMENT

LEASE AGREEMENT

(1) THIS LEASE AGREEMENT made this 25th day of February, 2005, by and between MB

Monroe Properties Inc. (MB), a Michigan Corporation whose address is 115 Foxhunt

Crescent, Syosset NY 11791, (the "Lessor"), hereafter designated as the

Landlord, and Loretta Baking Products Ltd., a Michigan corporation, whose

address is 317 Front Street, Monroe Michigan (the "Lessee"), hereinafter

designated as the Tenant. Monaco Group Inc., a Delaware Corporation whose

address is 2405 Lucknow Drive, Mississauga, Ontario, Canada L5S 1H9 ("MGI"), is

the parent and sole shareholder of Loretta Baking Products Ltd. and is the

guarantor of this lease. This Lease Agreement shall be effective on the closing

date (the "Closing Date") of the real estate purchase agreement (the "Real

Estate Purchase Agreement") by and between MB Monroe Properties Inc. and Loretta

Baking Mix Products Ltd. whereby MB Monroe Properties Inc. shall become the

owner of the Leased Premises (defined below). If the Real Estate Purchase

Agreement is terminated, then this Lease Agreement shall become null and void.

WITNESSETH:

DESCRIPTION

(2) The Landlord, in consideration of the rents to be paid and the

covenants and agreements to be performed by the Tenant and the Guarantor, does

hereby lease unto the Tenant Premises (the "Leased Premises") situated in Monroe

County, City of Monroe, Michigan, commonly known as 317 Front Street, Monroe,

Michigan to-wit:

SEE ATTACHED LEGAL DESCRIPTION AS Exhibit A.

TERM

(3) (A) The term of the Lease shall be for ten (10) years from and after the

Closing Date. The Landlord, at its sole discretion, may allow Tenant to remain

in the Leased Premises for an extended period, subject to the terms of paragraph

3 (B). Any subsequent extension beyond the initial renewal will be for five (5)

additional years, or such other term as the Landlord shall designate. All

provisions of this Lease shall apply during all extension terms hereof.

(B) If Tenant fully complies with each and every covenant and condition as

contained in this Lease, and the Lease continues in full force and effect during

the entire original ten (10) year term the Tenant, at its option, may extend the

term of this lease for an additional five (5) year period, upon the same terms

and conditions as herein contained, except for the monthly rental payment, which

shall be as described in paragraph (4) hereafter (the "Extended Lease"). If

Tenant desires to exercise this option to extend under the Lease, Tenant must

give written notice to Landlord of its intention to exercise the option to renew

not less than two hundred seventy (270) days prior to the expiration of the

original term of this lease, which written notice must be provided to Landlord

either by hand delivery or by receipt of Landlord via certified mail of the

written notice, which written notice, if sent by certified mail, must be

received by Landlord not less than two hundred seventy (270) days prior to the

expiration of the original term of the lease. If Tenant does not exercise this

option, Tenant agrees to vacate the premises and have all personal property

belonging to Tenant removed by the date that is one hundred twenty (120) months

after the Closing Date.

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(C) If the Tenant exercises its option to extend the term of the original

lease in accordance with paragraph 3(B), then the Tenant, at its option, may

extend the term of the Extended Lease for an additional five (5) year period,

upon the same terms and conditions of the Extended Lease. If Tenant desires to

exercise this option to extend under the Extended Lease, Tenant must give

written notice to Landlord of its intention to exercise the option to renew not

less than two hundred seventy (270) days prior to the expiration of the original

term of this lease, which written notice must be provided to Landlord either by

hand delivery or by receipt of Landlord via certified mail of the written

notice, which written notice, if sent by certified mail, must be received by

Landlord not less than two hundred seventy (270) days prior to the expiration of

the term of the Extended Lease.

RENT

(4) The annual Rent for the initial term of the Lease, which Rent does not

include additional amounts to be paid by Tenant as set forth in paragraph (5),

(6) and any amounts, other than Rent, which Tenant may be required to pay

pursuant to additional terms of this Lease, totals One Hundred Twenty Five

Thousand Dollars, with monthly Rent payments in the amount of Ten Thousand Four

Hundred Sixteen Dollars and sixty seven cents ($10,416.00) Dollars per month due

on the first day of each month, beginning on the Closing Date, and subsequent

payments ($10,416.67) due every month on the 1st day of each month thereafter

until all Rent amounts herein have been paid in full for the year. The annual

rental shall increase each year by 5% over the preceding year's rent until the

lease expiration in 2014.

If the Tenant shall default in any payment or expenditure other than Rent

required to be paid or expended by the Tenant under the terms hereof, the

Landlord may at its option make such payment or expenditure, in which event the

amount thereof shall be paid as rental to the Landlord by the Tenant on the next

ensuing day Rent would be due, together with interest at ten (10%) percent per

annum from the date any payment or expenditure other than Rent required to be

paid or expended by the Tenant was due or from the date of such payment or

expenditure by the Landlord and on default in such payment the Landlord shall

have the same remedies as on default in payment of rent. If the Tenant shall be

in default in the payment of Rent required to be paid pursuant to Paragraph 4 of

this Agreement, a late fee in the amount of One Hundred ($100.00) Dollars shall

become due and owing and paid as rental to the Landlord by the Tenant on the

next ensuing day Rent would be due and on default of such payment, Landlord

shall be entitled to pursue all legal or equitable remedies it may have against

Tenant. If the Tenant defaults on any rent or required payments and does not

cure any default within 10 business days of said default, the landlord shall be

entitled to accelerate all rental payments due under the terms of this lease and

the landlord may, at its sole discretion declare the lease null canceled and

require the tenant to vacate the premises.

All payments of Rent or other sums to be made to the Landlord shall be made at

such place as the Landlord shall designate in writing from time to time. The

Landlord shall have the option to receive the monthly lease payments either in

the form of cash or shares of common stock of MGI ("Monaco Shares"). The Monaco

Shares shall be registered pursuant to MGI's S-8 stock plan at the closing price

on the date of payment.

RENT SECURITY AND ADDITIONAL INDUCEMENT IN FAVOR OF LANDLORD

a) The Tenant shall pay the landlord $24,000 as security deposit upon signing of

this lease agreement.

b) MGI agrees to guarantee all the lease payments payable by the Tenant to the

Landlord pursuant to the terms and conditions of this Lease and will issue

600,000 Monaco Shares of its common stock to the Landlord, which shall be held

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in escrow, by an escrow agent to be mutually agreed upon by the parties (the

"Escrow Agent"), as additional collateral to guarantee payments under this

Lease. Said shares shall have piggy back registration rights and, at the sole

discretion of the Landlord, may be used in connection with the share payment

option of the Landlord as described above in this paragraph (4).

c) As an inducement to the Landlord to acquire the premises from Monroe Bank and

Trust and to lease the premises to the Tenant, MGI agrees to grant three hundred

fifty thousand (350,000) options on its common stock ("Stock-Options") to the

Landlord. The 350,000 Stock-Options shall be validly issued by MGI and

irrevocably granted to the Landlord and evidenced by a written option agreement

pursuant to Rule 144. The option period shall be valid for seven (7) years

following the date granted to acquire 350,000 shares of the capital stock of MGI

at a per share price of $1.50. Shares underlying the above warrants shall have

piggy back registration rights. The number of shares underlying the options will

be adjusted upward pari pasu with any forward splits or downward in the case of

any reverse splits but in no case shall the Landlord be entitled to less than

150,000 shares under the option agreement. The options shall be issued at the

time of the execution of this Lease.

d) MGI herby represents that it has induced the Landlord to acquire the property

at 317 Front Street in Monroe, Michigan in order to be able to complete the

acquisition of the business formerly owned by Amendt Corporation ("Amendt

Business") from Monroe Bank & Trust and to be able to operate the facility for

the benefit of the Tenant and MGI. MGI represents that the acquisition of the

Amendt Business is a critical part of MGI's strategic business plan and is

therefore binding itself as a party to this lease agreement and hereby warrants

and guarantees all of the terms, conditions and representations in this

agreement as though it were the Tenant in this contract.

INSURANCE

(5) In addition to the rentals hereinbefore specified, the Tenant agrees to pay

as additional rental all premiums for insurance, as described in Paragraph 11

hereof, that are charged during the term of the Lease on the Leased Premises and

on the improvements situated on said Leased Premises, which amount shall be paid

as and when due to the insurance company issuing the subject insurance and which

amount is in addition to the amount set forth in Paragraph 4 above.

TAXES

(6) In addition to the rentals hereinbefore specified, the Tenant agrees to pay

as additional rental all taxes that may be charged during the term of the Lease

on the Leased Premises and on the improvements situated on said Leased Premises,

which amount shall be due as and when the same are due according to the charges

billed and before interest accrues on the amounts due.

ASSIGNMENT

(7) The Tenant covenants not to assign or transfer this Lease or hypothecate or

mortgage the same or sublet said Leased Premises or any part thereof without the

written consent of the Landlord. Any assignment, transfer, hypothecation,

mortgage or subletting without said written consent shall give the Landlord the

right to terminate this Lease and to re-enter and repossess the Leased Premises.

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BANKRUPTCY AND INSOLVENCY

(8) The Tenant agrees that if the estate created hereby shall be taken in

execution, or by other process of law, or if the Tenant shall be declared

bankrupt or insolvent, according to law, or any receiver be appointed for the

business and property of the Tenant, or if any assignment shall be made of the

Tenant's property for the benefit of creditors, then and in such event this

Lease may be canceled at the option of the Landlord.

RIGHT TO MORTGAGE

(9) The Landlord reserves the right to subject and subordinate this Lease at all

times to the lien of any mortgage or mortgages now or hereafter placed upon the

Landlord's interest in the said Leased Premises and on the land and buildings of

which the said Leased Premises are a part or upon any buildings hereafter placed

upon the land of which the Leased Premises form a part. The Tenant covenants and

agrees to execute and deliver upon demand such further instrument or instruments

subordinating this Lease to the lien of any such mortgage or mortgages as shall

be desired by the Landlord and any mortgagees or proposed mortgagees and hereby

irrevocably appoints the Landlord the attorney-in-fact of the Tenant to execute

and deliver any such instrument or instruments for and in the name of the

Tenant.

USE AND OCCUPANCY

(10) It is understood and agreed between the parties hereto that said Leased

Premises during the continuance of this Lease shall be used and occupied for

those purposes required by Tenant as a manufacturer and distributor of baking

mix products and for no other purpose or purposes without the written consent of

the Landlord, and that the Tenant will not use the Leased Premises for any

purpose in violation of any law, municipal ordinance or regulation, and that on

any breach of this agreement the Landlord may at their option terminate this

Lease forthwith and re-enter and repossess the Leased Premises.

FIRE AND INSURANCE

(11) It is understood and agreed that if the Leased Premises are damaged or

destroyed in whole or in part by fire, the elements or other casualty which is

insured under insurance carried by Landlord during the term hereof, the Landlord

shall, within one hundred eighty (180) days from the date of the casualty,

repair and restore the Leased Premises to good tenantable condition, and that

the rent herein provided for shall abate entirely in case the entire Leased

Premises are untenantable and pro rata for the portion rendered untenantable, in

case a part only is untenantable, until the same shall be restored to a

tenantable condition; provided, however, that if the Tenant shall fail to adjust

its own insurance or to remove its damaged goods, wares, equipment or property

within a reasonable time, and as a result thereof the repairing and restoration

is delayed, there shall be no abatement of rental during the period of such

resulting delay, and provided further that there shall be no abatement of rental

if such fire or other cause damaging or destroying the Leased Premises shall

result from the negligence or willful act of the Tenant, its agents or

employees, and provided further that if the Tenant shall use any part of the

Leased Premises for storage during the period of repair a reasonable charge

shall be made therefore against the Tenant, and provided further that in case

the Leased Premises, or the building of which they are a part, shall be

destroyed to the extent of more than one-half of the value thereof, the Landlord

may at its option terminate this Lease forthwith by a written notice to the

Tenant. In no event shall Landlord be required to expend in excess of the

insurance proceeds allocated to the Leased Premises which Landlord receives from

its insurance carrier to repair and restore the Leased Premises. In the event

Landlord repairs or restores the Leased Premises, any amount expended by

Landlord in repairing or restoring the Leased Premises which are in excess of

the proceeds of insurance received by Landlord, said excess amount shall be

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repayable by Tenant to Landlord within ten (10) days after received by Tenant

from Landlord of a statement setting forth the amount of such excess. The

Landlord's insurance carrier shall determine the amount of insurance proceeds

attributable to the damage to such improvements, which determination shall be

binding upon Landlord and Tenant.

The Tenant agrees, at its sole cost and expense, to keep the Leased Premises

insured with a responsible Insurance Company with the Landlord being named as an

additional insured for all risk hazard insurance for fire and extended coverage

(the "All Risk Policy") and to deliver the policy or policies to the Landlord

and upon its failure to do so the Landlord may place such insurance and charge

the same to the Tenant as so much additional rent as provided in Paragraph (4)

and (5); but the failure on the