Agreement to Cancel Lease

Agreement to Cancel Lease

Agreement made on the (date), between

of

referred to herein as Landlord, and

of

referred to herein as Retailer.

Whereas,

is Landlord under

the Lease Agreement dated , and

is the Tenant; and

Whereas, Retailer has ceased operating the premises and is desirous of obtaining a release from all of its obligations under the Lease Agreement; and Landlord is willing to release Retailer from all of its obligations under the Lease Agreement upon the terms and conditions set forth herein.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Landlord agrees to execute, acknowledge and deliver at closing to Retailer a Surrender of Lease in the form attached hereto and made a part hereof as Exhibit A.

2. Retailer agrees at closing to: (i) deliver to Landlord its check in the amount of $; (ii) execute, acknowledge and deliver to Landlord an Indemnity Agreement in favor of Landlord against acts of Retailer in the form attached hereto and made a part hereof as Exhibit B for the property located at

and more particularly described in Exhibit C attached hereto and made a part hereof. As of the date of closing, title shall be good and marketable and such as would be insured by Title Insurance Company, at regular rates, free and clear of all liens and encumbrances or objections except those set forth in Exhibit D attached hereto and made a part hereof. Retailer shall also execute, acknowledge and deliver to Landlord an assignment of all of Retailer's right, title and interest as Landlord in and to that certain Lease dated

(date) by and between Landlord and Retailer for the property located at

and more particularly described in such Lease, a copy of which has been delivered to Landlord, and receipt of which is hereby acknowledged, together with the sum of $ representing the security delivered by Retailer to Landlord on the making of the Lease.

3. Adjustments be made as of the date of closing for real estate taxes, fuel and rents.

4. The closing shall be held at 10:00 a.m. on (date) at the office of Landlord at

5. In the event that Landlord shall, on the tender by Retailer of all of the items required to be delivered by it pursuant to Paragraph 2, fail to execute, acknowledge and deliver the Surrender of Lease as provided in Paragraph 1 hereof, then Retailer shall be released of all of its obligations under the Lease Agreement as of the closing date provided for herein.

6. In the event that Retailer shall fail to tender all of the items required of it pursuant to Paragraph 2 hereof then Landlord shall have the right to (i) sue for specific performance or (ii) cancel this Agreement and the parties hereunder shall have no further rights or obligations to each other with respect to this Agreement.

7. With respect to the property located at

Landlord agrees to accept the premises in its as is condition as of the date hereof.

8. This Cancellation Agreement contains the entire agreement between the parties with respect to the matters contained herein and cannot be changed, modified or amended unless in writing and executed by the party against whom the enforcement of the change, modification or amendment is sought.

9. This Cancellation Agreement shall be binding upon the parties hereto and their respective successors and assigns.

10. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

WITNESS our signatures as of the day and date first above stated.