Lease Agreement by and between Civitas Equity Fund I LLC

OPTION TO LEASE REAL ESTATE
(LONG FORM)

This agreement entered into this day of , , between

, hereinafter called "LESSOR", whether one or more, and , a Mississippi corporation, whose

address is , , Mississippi, and whose telephone number is , hereinafter called "LESSEE", whether one or more.

WITNESSETH:

In consideration for the amount of $ , cash in hand paid by LESSEE to LESSOR, the receipt and sufficiency of which are hereby acknowledged and confessed, LESSOR hereby grants unto LESSEE, for a period of six (6) months from the date hereof, the exclusive right and option to lease the real property situated in County, Mississippi, more specifically described as:

The monthly lease price shall be as set out in the attached lease agreement to be paid from LESSEE as therein provided.

To exercise this option, LESSEE shall, on or before this option expires, give LESSOR written notice to that effect in person or the following address shown by LESSOR's signature below.

The LESSEE shall have the option to extend the period for an additional six month period by tendering to LESSOR an additional sum of $ prior to the end of the first option period.

All notices to LESSOR, if by mail, shall be considered as having been given when placed in the United States Mail, postage prepaid by the LESSEE. Notice to one LESSOR shall be deemed notice to all.

In the event the LESSEE fails to exercise this option and unless otherwise expressly provided herein, the sum paid for this option shall be retained by the LESSOR. In such event, the monies retained by LESSOR and costs hereunder assumed by the LESSEE shall be considered to be a full and complete satisfaction and accord of any damages suffered by LESSOR because of LESSEE's failure to lease this property.

Without having the obligation to do so the LESSEE, and its agents, shall have the right, upon written or verbal notice to the LESSOR, to enter the property, from time to time while this option is in effect, to survey, inspect, conduct non-destructive tests, or otherwise examine and/or test the property and to select the exact location of the site. LESSEE assumes all liability for damages to the property and/or persons caused by activities by LESSEE or its agents under this paragraph and the obligation shall survive any termination of this agreement.

This option is for the benefit of and binding upon the heirs, successors and assigns of the parties hereto. This agreement is the result of negotiations between the parties and shall be considered as jointly drafted for all purposes. LESSOR represents that this property is not subject to homestead or marital rights of any non-executing person.

For purposes of recording in the land records, a Short Form notice of this option in the general form of the attached shall be executed by the parties hereto upon request by LESSEE.

The LESSOR represents that, as of the date of this option, LESSOR has good and merchantable title to the property, that the property is zoned in a manner to allow construction of a wireless telephone tower as proposed and related facilities and that it is not in a flood zone. LESSOR will take such actions as may be necessary to maintain such title and status pending closing.

LESSOR represents that there are no known pollution or other environmental hazards which exist on the property to be leased contrary to regulations and/or laws related thereto or which would restrict the use of the property for the intended use as tower and equipment site, and there are no endangered species or protected wildlife existing on the property which would restrict use of the property for its intended purpose. Further LESSOR represents that there are not now nor have there been underground storage tanks on the property except as maintained in the manner required by law. LESSEE may rely upon these representations which shall survive the closing and LESSEE has no obligation to investigate. Nevertheless, should investigation disclose any of the foregoing conditions, not now known to LESSOR, on the property which in the opinion of LESSEE's attorney would restrict the use of the property for its intended use; LESSEE shall be entitled to rescind this agreement .

Upon the giving of timely notice of the exercise of this option as above provided, LESSOR shall then be obligated to lease and LESSEE shall then be obligated to lease the above described property in a timely manner on the following terms and conditions:

1. The obligation to lease is contingent upon receipt of FAA approval and an FCC construction permit to construct a communications tower. The LESSEE may elect to complete the lease before receipt of such approval and/or permit.
2. Title to the above described property must be merchantable, that is, free and clear of all liens, encumbrances and defects to the satisfaction of LESSEE's attorney so as to allow use as proposed of the leased area. Prior to the lease and if requested, LESSOR shall provide from an attorney approved by LESSEE, at LESSEE's expense, a title insurance binder from Mississippi Valley Title Insurance Company satisfactory to LESSEE's attorney showing a State of Title as herein provided and/or other evidence satisfactory to LESSEE's attorney showing authority and right to enter said lease.
3. LESSOR represents that no additional easement and right of way (other than that, if any, provided for in the above description) is necessary and the site has access to a public road and public utilities.
4. The lease shall be in the form of the attached "Lease Agreement".
5. Possession of the above described property shall be delivered over to LESSEE at the closing with the Lease Agreement.
6. The closing of this lease shall take place at a mutually acceptable date and place, following the exercise of the option but not more than ten (10) working days after the LESSEE has received the Certificate of Title or other evidence referred to in Paragraph 2 and after all contingencies mentioned in this Option have been met.
7. The obligation to lease is further contingent upon LESSEE's acquiring approval and authorizations from the appropriate local, state and federal agencies, including but not limited to any local zoning or planning board. LESSOR will cooperate and participate in any applications, hearings and/or other procedure to obtain the necessary approval.
8. Should any contingency herein provided for not be met at closing time, LESSEE may, at its sole election, be released from its obligation to lease upon written notice to the LESSOR of such election. However, LESSEE may elect to waive any contingency not met and proceed with the lease or otherwise enforce LESSEE's rights to lease as provided hereunder.

IN WITNESS WHEREOF, LESSOR and LESSEE have executed this instrument in duplicate originals as of the date first set out above.