Retail Lease

Individual Space Lease for Retail Store in Shopping Center

Lease Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lessee.

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:

I. Leased Premises. Lessor, for and in consideration of the rents reserved in this Lease and the terms, covenants, conditions and agreements set forth in this Lease to be kept and performed by Lessee, does grant, demise, lease and let to Lessee, and Lessee does lease from Lessor the premises described in Exhibit A attached hereto and made a part hereof, referred to herein as the Premises, in (the Shopping Center). The Premises shall be occupied and used by Lessee for conducting the business of Lessee and for no other purpose.

II. Term. The term of this Lease shall be months commencing on (the Commencement Date), subject, however, to the terms and conditions contained in this Lease, and ending on .

III. Rental

A. Minimum rent for the first year of this Lease shall be fixed at a monthly rate of $ , with the first such payment due on . Rent shall be adjusted on the first month of each subsequent payment year of this Lease to include a annual growth factor increase. This Lease may be terminated after months with a -month written notice from Lessee.

B. All rent shall be paid to Lessor at the address as set forth in Section IV, Paragraph E, below. Rent for any partial month shall be prorated on a daily basis and on the basis of the number of days in any month for which rent shall be prorated.

C. Lessor acknowledges receipt of a deposit of $ held by Lessor as a security fund for the following purposes:

1. If this Lease is canceled for default by Lessee, then no part of the security fund shall be returned to Lessee by Lessor, nor shall Lessor be bound to account for any part of the security fund; Lessor may either retain the security fund as liquidated damages or else Lessor may apply it towards the actual damage sustained by Lessor due to Lessee's breach or default, without in any way affecting the right of Lessor to assert any and all other remedies available to Lessor under the terms of this Lease and under state law against Lessee by reason of such default or breach;

2. No interest shall be paid on any part of the security fund, nor shall any part be considered as rent;

3. Lessor may commingle the security fund together with its own general funds; and

4. Upon the termination of this Lease, if Lessee has fully complied with all of the terms of this Lease, the security fund will be returned to Lessee by Lessor.

D. Lessee shall pay the rent reserved in this Lease at the times and in the manner stated, without notice or demand.

IV. Additional Rent and Charges

A. In addition to the Minimum Rent, all other payments to be made by Lessee under this Lease to Lessor (including Percentage Rent, if applicable) shall be deemed for the purpose of securing the collection of such payments to be Additional Rent under this Lease, whether or not designated as such; and Lessor shall have the same rights and remedies upon Lessee's failure to pay the same as for the nonpayment of Minimum Rent. Any charges against Lessee by Lessor for services or for work done on the Premises by order of Lessee, or otherwise accruing under this Lease, shall be considered as rent due and shall be included in any lien for rent due and unpaid.

B. Lessee shall pay, within days after billing by Lessor, its pro rata share of: (i) Real Property Taxes; and (ii) expenses of operating and maintaining the Shopping Center, including but not limited to water, trash and other utility services, common area and parking lot lighting and maintenance, and insurance coverage carried by Lessor with respect to the Shopping Center including a fee for the administration of same. Lessee's occupancy charges are to be $ per month ($ per square foot annually).

C. Any additional garbage dumpsters or other additional waste disposal needs (i.e., excessive waste volume, hazardous waste, grease or other kitchen waste, etc.) required by Lessee shall be paid at Lessee's sole expense, and shall be in addition to Lessee's share of the common operating and maintenance expenses as set forth above in this Section IV.

D. Any excessive water or other utility usage over the average usage for other tenants in the Shopping Center shall be Lessee's responsibility and shall be in addition to Lessee's share of the common operating and maintenance expenses as set forth above in this Section IV.

E. All payments of rental shall be paid by Lessee to Lessor without any right of set-off and without notice or demand at , or at such other address as Lessor may from time to time designate in writing to Lessee. All rental shall be paid by check payable to Lessor at such location, or to such person, firm or corporation, as Lessor may designate in the future by notice.

F. Lessee shall pay when due all charges for gas, electricity and any other illuminant and power, for water used upon and in connection with the Premises, and all waste and sewage disposal. Lessor may elect to provide some or any of such services on behalf of all tenants in common and bill each tenant for its pro rata share of the total billing.

V. Late Fees. If Lessee shall fail to pay any Minimum Rent, Percentage Rent (if applicable), Additional Rent, or any other sums to become due under this Lease within days after the same becomes due and payable, then Lessee shall pay to Lessor a late payment service charge (covering administrative and overhead expenses) of % of the rental due.

VI. Other Conditions.

A. Lessee shall make no incineration of trash or waste on the Premises or on the Shopping Center property, it being agreed that Lessee shall use, in common with other tenants of the Shopping Center, the trash service contracted for by Lessor, and pay to Lessor its pro-rata share of the expense of such trash service.

B. Lessee acknowledges that the Premises have been received in thoroughly good order, tenantable condition and repair, of which fact the execution of this Lease and taking possession under this Lease shall be conclusive evidence; that no representation as to the condition of the Premises has been made by Lessor or Lessor's agents and that no obligation as to the repairing, adding to, or improving the Premises has been assumed by Lessor except as set forth in this Lease, and that no oral arrangements have been entered into in consideration of making this Lease, and that this Lease contains a full statement of both parties to this Lease.

C. Lessee, at its sole expense, shall comply with all laws, orders, and regulations of federal, state, county, municipal and other governmental authorities, and with any direction of any public officer pursuant to law, which shall impose any violation, order or duty upon Lessor or Lessee with respect to the Premises or to use or occupancy of the Premises.

D. Lessee shall open the entire Premises for business on the Commencement Date. If Lessee fails to take possession and open for business to the public on the Commencement Date, then in such event, in addition to all remedies provided in this Lease, Lessor shall have the right to collect Minimum Rent and other sums payable under this Lease.

E. Lessee will not make any alterations or changes in the Premises without the prior written consent of Lessor, and all additions, fixtures and improvements shall be and remain a part of the Premises at the expiration of this Lease except for store and office furniture and fixtures which shall be readily removable without injury to the Premises. At the expiration of this Lease, Lessee shall promptly remove any improvements installed or assumed by Lessee as unfit of the Premises, if in Lessor's sole opinion the removal of any such improvements would assist in reletting the Premises. Any fixtures and improvements that are not removed at the request of Lessor shall be and remain a part of the Premises.

F. Lessee shall not attach any signs to the Premises, or place any lettering on the plate glass windows, unless such signs and such lettering are of a type, kind, character and description approved by Lessor, in the interests of having a uniform system of lettering and display signs on all of the stores in the Shopping Center.

G. Lessee shall not place any outdoor speakers, showcases, benches or any other type of obstruction in the rear or front of the Premises without prior written consent of Lessor.

H. Lessee shall keep in good, sound, clean, tenantable condition and repair during the continuation of the term of this Lease the interior of the Premises and every part of the Premises, including the heating/air-conditioning systems, plumbing, sewer lines, septic tanks, doors, plate glass windows, and awnings, if any (which awnings Lessor shall not be called upon to furnish or repair during the term of the Lease), and will not suffer or permit any strip or waste of the Premises. Lessee shall enter into an air-conditioning maintenance service contract with respect to the system within the Premises and shall furnish to Lessor a copy of such contract or renewal prior to the start of each lease year. If Lessor elects to contract for air conditioning maintenance service on behalf of all tenants of the Shopping Center, then Lessee shall use such services as Lessor designates, and Lessee shall pay its pro-rata share of the cost of such service, as and when billed.

I. Lessee shall operate the Premises in a first-class manner in accordance with sound business practices and maintain a sufficient stock of goods to successfully carry on its business. Lessee shall not abandon, vacate or remove the major portion of the goods, wares and merchandise usually kept on the Premises when the Premises are open for business, nor shall Lessee cease doing business in the Premises during the term of this Lease.

J. Lessee shall not assign, mortgage or encumber this Lease or underlet, or suffer or permit the Premises or any part of the Premises to be used by others without the prior written consent of Lessor in each instance and such consent shall not be unreasonably withheld or delayed. Lessee further covenants that the Premises will not be used for any purpose that will invalidate any policies of insurance now or later placed on the Shopping Center or the improvements located on the Shopping Center or which will increase the rate of premium for such insurance. Lessee shall not permit or suffer any unreasonable noise, disturbance or nuisance whatsoever on the Premises detrimental to the Shopping Center or annoying to the neighbors.

K. Lessee shall have the right, in common, with all other tenants of the Shopping Center, their customers, employees, agents and invitees, to use the driveways, parking areas and sidewalks serving the property, provided that sidewalks and driveways shall be used for egress and ingress only and for no other purposes, and parking areas shall be used only for the parking of vehicles; the use of all such public areas shall be in accordance with rules and regulations specified by Lessor. All merchandise, boxes, furniture, etc., shall be placed in the Premises upon delivery and the exterior will be kept free of all such items as well as refuse and debris.

L. Upon the performance by Lessor of all the conditions set forth above in this Lease on the part of Lessee to be kept and performed, Lessee may quietly have, hold, occupy and use the Premises without interruption by Lessor. Lessor reserves the right to install, maintain, use, repair and replace pipes, ductwork, conduits, utility lines and wires through hung ceiling space, column space and partitions, in or beneath the floor slab or above or below the Premises or other parts of the Shopping Center, and such shall not be deemed to be an infringement on Lessee's occupancy or quiet enjoyment of the Premises.

M. Lessor will keep the exterior walls and roof of the building in which the Premises are located in good repair but Lessee shall give to Lessor days' written notice of needed repairs, and Lessor shall have a reasonable time after such notice to make the repairs.

N. Lessor, or Lessor's agent, may at any reasonable time [with hours' advance notice for non-emergency situations] enter and view the Premises, and make repairs, if Lessor should elect to do so.

O. Lessee shall indemnify and save harmless Lessor and Lessor's agents from and against any and all claims, suits, actions, damages and causes of action arising during the term of this Lease for any personal injury, loss of life, or damage to property sustained in or about the Premises, by reason of, or as a result of Lessee's occupancy of the Premises, and from and against any orders, judgments, or decrees which may be entered on the same, and from and against all costs, counsel fees, expenses and liabilities incurred in and about the defense of any such claim and the investigation of such claim; provided, however, that before Lessee shall become liable for any of the costs, counsel fees, expenses and liabilities, Lessee shall be given notice in writing that the same are about to be incurred and shall have the option itself to make the necessary investigation and employ counsel of Lessee's own selection, but satisfactory to Lessor, for the necessary defense of the claims. Lessee further agrees to provide policies of insurance generally known as public liability policies, and owner, landlord, or tenant policies, and all other types of policies necessary or proper insuring Lessee and Lessor and Lessor's agent against all claims and demands made by any person or persons whatsoever for injuries received in connection with the operation and maintenance of the Premises and the business operated in the Premises by Lessee, to the extent of not less than $ to cover, in connection with any one particular accident or occurrence, the total aggregate of claims that may arise or be claimed to have arisen against Lessor or Lessee for such injuries, and to the extent of not less than $ to cover claims for property damage.

P. Lessee shall, at its expense, provide and keep in force a policy of plate glass insurance covering all plate glass in, on or about the Premises, with a loss payable clause payable to Lessor and Lessee, and the proceeds of such policy shall be made available by the parties for replacement of any plate glass which is damaged or destroyed.

Q. Lessee takes all risk of any damage to Lessee's property that may occur by reason of water or the bursting or leaking of any pipes about the Premises, or from any act of negligence of any covenant or occupants of the Shopping Center, or of any other person, or fire, or hurricane, or other act of nature, or from any cause whatsoever.

R. Lessee shall make prompt payment when due of all costs and expenses in carrying out its agreements in this Lease and shall not do or permit to be done anything which creates a lien upon the Premises or the Shopping Center.

S. If prior to or on the Commencement Date of this Lease, or if at any time during the terms demised by this Lease, there shall be filed by or against Lessee in any court, pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or seeking an arrangement with Lessee's creditors, or for the appointment of a receiver or trustee for all or a portion of Lessee's property, and within days of such filing Lessee fails to secure a discharge of the same, or if Lessee makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with creditors, then this Lease, at the option of Lessor, may be canceled and terminated...

T. Miscellaneous.

1. If Lessee defaults in fulfilling any of the covenants of this Lease other than the covenants for payment of Minimum Rent, Percentage Rent (if applicable), or Additional Rent, then, in any one or more of such events, upon Lessor's serving a written -day notice upon Lessee specifying the nature of the default and upon the expiration of the days, if Lessee shall have failed to comply with or remedy such default...

2. If: (i) the notice provided for in the above Subparagraph 1 above shall have been given and the term shall so expire, (ii) Lessee shall make default in the payment of Minimum Rent, Percentage Rent (if applicable), Additional Rent or any other payment in this Lease provided, (iii) any execution, attachment or other process shall be issued against Lessee or any of Lessee's property... then and in any of such events Lessor may, without notice, reenter the Premises...

3. If Lessee shall default: (i) in the timely payment of Minimum Rent, Percentage Rent (if applicable), Additional Rent or any other sum payable under this Lease for consecutive months, or for a total of times in any -month period, or (ii) in the performance of any other covenant of this Lease more than times in the aggregate in any month period, then...

U. The failure of Lessor in one or more instances to insist upon strict performance or observance of one or more of the covenants or conditions of this Lease... shall not operate as waiver unless made by Lessor in writing.

V. At the expiration of the term, Lessee shall quietly and peaceably deliver the Premises to Lessor, broom-clean, with any and all signs removed and in the same repair and condition in which they were received, normal wear and tear excepted.

W. If Lessee shall occupy the Premises with or without the consent of Lessor after the expiration of this Lease, and rent is accepted from Lessee, such occupancy and payment shall be construed as an extension of this Lease for the term of one month only from the date of such expiration, and occupation subsequently shall operate to extend the Lease from month-to-month only unless other terms of such extension are agreed to in writing and signed by both Lessor and Lessee.

X. Upon the performance by Lessee of all of the covenants and agreements set forth in this Lease, in case the Premises, or any part of the Premises, shall at any time during the term of this Lease be destroyed or so damaged by fire or other casualty so as to be unfit for occupancy or use by Lessee, then Lessor shall have the option to terminate or repair and rebuild the Premises. Within days after the occurrence of the damage or destruction, Lessor shall notify Lessee in writing of its decision.

Y. If the whole or any part of the Premises shall be acquired or condemned by Eminent Domain for any public or quasi-public use or purpose, then the term of this Lease shall cease and terminate from the date of title vesting in such proceeding and Lessee shall have no claim against Lessor for the value of any unexpired term of the Lease.

Z. This Lease shall be subject and subordinate to any mortgage or deed of trust now on the Shopping Center or which may later be made on account of any bona fide loan to be placed on the Shopping Center by Lessor to the full extent of all debts and charges secured by such mortgage or deed of trust.

AA. Whenever notice is required to be given under this Lease, it is agreed that written notice mailed or delivered to the Premises shall constitute sufficient notice to Lessee, and written notice mailed or delivered to Lessor at the place last designated as the place at which rental payments are to be made shall constitute sufficient notice to Lessor.

BB. If Lessor is joined as a party in any lawsuit or other legal proceeding or legislative or executive hearing arising out of or because of this Lease, or the occupation of Lessee under this Lease, or if Lessee defaults in any of the terms or conditions of this Lease and because of such default Lessor employs the services of an attorney, then Lessee agrees to pay a reasonable attorney's fee for all expenses and costs incurred by Lessor.

CC. The term “Lessor” as used in this Lease means only the owner for the time being of the right to possession of the Shopping Center.

JJ. The submission of this Lease for examination does not constitute an offer to lease and this Lease shall be effective only upon execution of this Lease by Lessee and Lessor.

KK. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision.

LL. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

MM. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto.

NN. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

OO. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

PP. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

QQ. Gender. Words used herein regardless of the gender specifically used, shall be deemed and construed to any other gender, masculine, feminine or neuter, as the context requires.

RR. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

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

(Attachment of exhibits)