Exhibit 10.52
MOTOR VEHICLE LEASE
This lease
agreement is made this 29th day of December, 2005 by and
between Maust Asset Management Company, LLC., a corporation
organized and
existing under the laws of the State of Minnesota (hereinafter
referred to as
"Lessor"), and GreenMan Technologies of Minnesota, Inc., a
corporation organized
and existing under the laws of the State of Minnesota (hereinafter
referred to
as "Lessee"). Whereas GreenMan desires to lease a semi tractor
described herein
from Maust Asset Management Company, LLC for the purpose of hauling
tires and
tire derived products, the Lessor and the Lessee now agree as
follows:
1.
MOTOR
VEHICLES COVERED Subject to the terms and conditions of this
lease, Lessor leases to Lessee and Lessee leases from Lessor
the
motor vehicle described herein as follows:
2006 Western Star Tractor VIN# 5KJJAECVX6PU19594 (Unit # 138)
For the purposes of this lease, motor vehicle shall be defined as
an
semi tractor listed above. Such vehicle is to be used in the
normal
and ordinary course of Lessee's business at the location set
forth
herein.
2.
NATURE OF
CONTRACT This is a contract of leasing only. Lessee does
not, by this lease, acquire any right, title or interest in or
to
the property described in this leasing agreement.
3.
SERVICES
COVERED Lessee, at its own cost and expense, unless
otherwise expressly provided in this lease shall:
a. Provide
suitable and adequate repair and maintenance services,
including changing oil, lubricating, inspecting the vehicle;
b.
Maintain the vehicle in good repair, mechanical condition, and
running order;
c. Furnish
all necessary fuel, oil, and other lubricants
necessary for the operation of the vehicle;
d. General
maintenance including regular brake inspections and
changes, tires, and all other mechanical maintenance. Said
maintenance shall take place while the vehicle is not in use.
e. Pay for
comprehensive, physical damage, and liability
insurance as provided for herein;
f. Provide
vehicle registration plates for the respective vehicle
(or reimburse lessor);
g. Pay all applicable
fuel tax;
h. Provide
and pay for their own drivers;
i. Pay all
heavy road use tax assessed on the vehicle starting
January 2006 (or reimburse lessor);
j. Pay for
any extraordinary damages or expenses incurred.
k. Provide
for annual D.O.T. certification.
<PAGE>
4.
VEHICLE
CONDITION The vehicle shall be in a neat and proper
appearance, good repair, mechanical condition and in good
working
running order when delivered to Lessee and said condition shall
be
accepted by Lessee as such unless immediate written notice to
the
contrary is given at the time of acceptance.
5.
TIRES
Lessee shall provide, at its own cost and expense, all
necessary tires for the vehicle. Lessee's drivers will not
operate
any of the vehicles on a flat tire or on any tire or tires that
do
not contain sufficient air pressure so as to prevent damage to
the
tires other than normal and ordinary wear and tear. Any damage
to
tires which occurs because of a drivers or Lessee's negligence,
carelessness, recklessness or abusive handling of the vehicle;
or
replacement/repair of the tires shall be borne by Lessee
6.
INSPECTION
Lessee shall deliver or make available the vehicles for
inspection by Lessor as reasonably requested by Lessor. Said
inspections shall be made at reasonable place and times so as
to
eliminate, insofar as possible, any interruptions to Lessee's
service.
7.
REPAIRS
All vehicle repairs shall be the responsibility of the
lessee.
8.
FUEL AND
LUBRICANTS Lessee shall procure and provide all fuel and
other lubricants required for the operation of vehicles under
this
lease. Lessee shall use the supplies or suppliers designated or
approved by vehicle manufacturer.
9.
LEASE AND
RENTAL CHARGES As consideration for this lease, Lessee
agrees to pay Lessor a deposit of $0.00 dollars includes no
maintenance, which will be held by Lessor and which can be used
as
rent or for damages caused to the vehicle by Lessee. After
placing
the deposit, Lessee shall pay as base rent for the vehicle for
the
entire original term set forth herein in a minimum amount of
per
month. This sum is a fixed rental charge per month for the use
and
operation of the vehicle and does not include any other
extra-ordinary charge or costs which may be added as allowed
under
this lease. This base rent of $2800.00 dollars per month, shall
be
paid the first day of each month or next business day should
the
first fall on a weekend, each month commencing January 1, 2006
to
and including December 1, 2010. All applicable sales tax (and
remittance of sales tax) is the responsibility of the Lessee.
10.
BUY-OUT
PROVISION At the discretion of the Lessor, the Lessor may
offer a buy-out option as of January 1, 2011; the optional
fixed
purchase price is $15,000.00.
11.
MILEAGE RECORDS
Lessee shall furnish to Lessor the mileage readings
for the vehicle upon request.
12.
LEASE TERM This
lease shall be for a period of 60 months beginning
at 12:01 a.m. local time on January 1, 2006 and expiring at
12:01
a.m. local time on January 1, 2011.
<PAGE>
13.
OBLIGATION TO
INSURE Lessee, at its sole cost, shall provide and
maintain during the term of this lease, a policy of
comprehensive
and liability insurance containing the coverage, exceptions,
and
exclusions that are ordinarily contained in liability policies
for
vehicles of this nature and written for the locality where the
vehicles is operated. Such policy shall insure Lessor and Lessee
and
their respective agents and employees with respect to liability as
a
result of the ownership, maintenance, use or operation of the
vehicle furnished by Lessor to Lessee. Such insurance shall be
primary and not excess or contributory, with respect to any
accident
involving the vehicle and shall afford bodily injury liability
limits of not less than Three Hundred Thousand Dollars
($300,000.00)
for injury or death of one person in any one accident and subject
to
such limit per person to a total liability of Ten Million
Dollars
($10,000,000.00) for all persons injured or killed in the same
accident and coverage for physical damage, destruction or loss
of
use of the of asset(s) as a result of one accident, except that
Lessor shall not be liable for damage to property owned by or
rented
to Lessee. Comprehensive insurance coverage shall be in an
amount
equal to the replacement value of the vehicle and all policies
herein shall list Lessor as the owner and secondarily insured.
14.
CERTIFICATE OF
INSURANCE Lessee shall provide or c
