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LEASE AGREEMENT

THIS LEASE AGREEMENT, made on ______by and between ____(hereinafter called "Landlord") and ________________ (hereinafter called "Tenant"). WITNESSETH, that in consideration of the rents and covenants herein set forth, Landlord hereby leases to the Tenant and Tenant hereby rents from Landlord the premises and improvements (hereinafter referred to as the "Premises"), in the building known as _______________ (which building, including all land, parking areas, egress and ingress is referred to collectively as the Building). This Lease shall be for the term (the "Lease Term"), upon the rentals, and subject to the terms and conditions set forth in this Lease. 1. Purpose: The Premises shall be used by Tenant solely for the purpose of conducting on the Premises a restaurant and for no other purposes. 2. Definition: The definition, terms, rates and percentages set forth on Exhibit A apply to this Lease as necessary. 3. Lease Term and Termination: a. The Lease Term shall commence on the date hereof (the "Commencement Date"); and shall be for the Original Term, plus the part of the month, if any, from the Commencement Date to the first day of the first full calendar month of the Term (the Stub Period). The date of the termination of the Lease Term is hereinafter referred to as the Termination Date. Tenant's occupancy of the Premises shall constitute acceptance of said Premises by Tenant. Each consecutive twelve calendar month period commencing from the first full calendar month following the Commencement Date (or on the Commencement Date, if it is the first day of the month) shall constitute a Lease Year; provided, that the first Lease Year shall also include the Stub Period. b. This Lease shall terminate on the Termination Date without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of Premises from a tenant holding over to the same extent as if statutory notice had been given. For the period of six (6) months prior to the expiration of the Term, or any renewal or extension thereof, Landlord shall have the right to show the Premises and all parts thereof to prospective tenants during normal business hours and to post on the Premises and/or the Building that space is for rent. c. If Tenant shall be in possession of the Premises after the Termination Date, in the absence of any agreement extending the Term hereof, the tenancy under this Lease shall

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become one from month to month, at the monthly rent equal to 200% of the Base Rent due for the month preceding the Termination Date, plus Tenant's pro rata share of all other additional rent or charges under the provisions of this Lease, terminable by either party on thirty (30) days prior written notice. The foregoing shall not limit Landlords ability to commence and maintain an ejectment action or other action for the recovery of the Premises, unless and except to the extent the full rental as set forth herein shall have been paid, and only to the extent the contract of the month-to-month tenancy is acceptable to the Landlord. Notwithstanding payment of the foregoing rent, Tenant shall be responsible for all consequential charges incurred by the Landlord for failure to timely vacate the Premises. 4. Rental and Security Deposit: a. Tenant covenants and agrees to pay to Landlord the Base Rent without set-off or deduction, payable in equal monthly installments of Monthly Rental in advance on the first day of each full calendar month during the term; the first such payment to be made upon the execution hereof and to include the first full months payment in advance plus any prorated rental for the Stub Period. All rentals payable by Tenant to Landlord under this Lease Agreement shall be paid to Landlord at the office of Landlord herein designated by Landlord for notices. Tenant will promptly pay all rentals herein prescribed when and as the same shall become due and payable. If Landlord shall pay any monies or incur any expense (including attorneys fees) in correction of a violation of covenants herein set forth, including costs incurred in the collection of rent, the amounts so paid or incurred shall, at Landlord's option, and on notice to Tenant, be considered additional rental, payable by Tenant with the first installment of rental thereafter becoming due and payable, and may be collected or enforced as by law provided in respect to rentals. Any rental or additional rental not paid within (i) five (5) days after same is due shall be subject to a late charge of 5% of the late payment, and (ii) thirty (30) days after the same is due shall bear interest at the rate of 1 1/2% per month until paid. Acceptance of a lesser rent shall not be construed as a waiver of the right to the interest or late charge in that instance or for subsequent instances. Payment in full of all rental as required hereunder shall be an absolute condition precedent to Tenant filing any claim against Landlord for any issue arising under this Lease. b. Notwithstanding anything to the contrary herein contained, upon the expiration of the first Lease Year, the fixed monthly rental shall be adjusted by the Escalation Rate. Such adjustment shall be accomplished by multiplying the then fixed annual rental for the preceding Lease Year, by the sum of one plus the Escalator. Said rental shall thereafter be adjusted yearly in the manner aforegoing. c. Landlord hereby acknowledges receipt from Tenant of the sum of the Security Deposit which shall constitute a security deposit to be held, without interest for the benefit of Landlord as security for the faithful performance by Tenant of all the terms and covenants of this Lease. i. If, during the Term of this Lease, any amount due from Tenant to Landlord as rentals or otherwise shall be past due, Landlord shall have the option of applying this sum to satisfy

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such obligation and Tenant agrees to pay to Landlord to reestablish the security deposit called for hereunder the sum specified as the Security Deposit with the next payment of rent due hereunder (such amount constituting additional rental hereunder). ii. Within a reasonable time after the termination of this Lease, the balance of the Security Deposit shall be returned to Tenant, less all costs incurred by Landlord in correcting or satisfying any default hereunder and less all costs incurred by Landlord in returning the Premises to the same condition as when delivered to Tenant, excluding reasonable wear and tear. 5. Utilities:Tenant is responsible for and shall pay promptly when due all utility charges for water, heat, sewer, air conditioning, electricity, gas, and sewer service charge. Tenant shall be responsible for installing and maintaining its telephone and any other utility or service, together with all taxes levied or other charges on such utilities. The Landlord shall be under no liability to the Tenant for the discontinuance of any utility (whether or not supplied by Landlord, unless the termination thereof is the intentional act of the Landlord and is not corrected within five (5) days of actual receipt of the Landlord of written notice thereof (unless such repairs take longer then five days and Landlord has exercised reasonable diligence to commence repairs in which event the time to complete such repairs shall be extended to the day following the day such repairs are completed).

6. Real Estate Taxes: Tenant shall pay in each Tax Year during the Lease Term, as additional rent, Tenants Proportionate Share of all real estate and other ad valorem taxes (including, without limitation, special assessments) with respect to the Building in excess of the Base Years real estate taxes. These taxes include, but are not limited to, any real estate tax, real estate rental receipt or gross receipt tax or any other tax of Landlord imposed by Federal, State or local taxing or assessing authorities as a substitution for or in addition to the current method of property taxation, and shall not include any income tax or capital levy tax. a. Total taxes payable shall also include the cost, including attorney's and appraiser's fees, of any contest or appeal pursued by Landlord in an effort to reduce the tax or assessment on which any tax or other imposition provided for in this Section is based. b. The tax payment required hereunder shall be paid within 20 days after Landlord's mailing to Tenant of a copy of the tax bill for such tax year and a computation of Tenant's Proportionate Share, or at Landlord's option, by Tenant, in equal monthly installments in advance in such amounts as are estimated and billed for each Tax Year by Landlord, at the commencement of the Lease Term and at the beginning of each successive Tax Year, during the Lease Term (or adjusted as the Landlord may deem reasonable at each new Lease year), each such installment being due on the first day of each month. Within ninety (90) days after Landlord's receipt of tax bills for each Tax Year, or such reasonable time thereafter in Landlord's determination, Landlord will certify to Tenant the amount of taxes as specified above. The Real Estate Taxes paid or payable for each Tax Year shall

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be adjusted between Landlord and Tenant, each party hereby agreeing to pay to the other as the case may be within thirty (30) days of the aforesaid certification to Tenant such amount necessary to effect such adjustment. The failure of Landlord to provide such certification within the time prescribed above shall not relieve Tenant of its obligations generally or for the specific Tax Year in which any such failure occurs. c. For the Tax Year in which the Lease Term commences or terminates, the provisions of this Section shall apply, but Tenant's liability for any taxes for such year shall be subject to a pro rata adjustment based upon the number of days of such Tax Year falling within the Lease Term during which Tenant occupies the Premises and shall be paid on the Commencement Date or Termination Date, as the case may be. d. "Tax Year" means July 1 to June 30 or, if different, each twelve (12) month period (deemed, for the purposes of this Section, to have 365 days) established as the real estate Tax Year by the taxing authorities having lawful jurisdiction over the Premises. 7. Use of Premises: a. The Tenant will at all times solely occupy the Premises for the purposes set forth in paragraph 1. will not permit the same to become vacant and will maintain the Premises at Tenant's own expense in a clean, orderly and sanitary condition. b. Tenant will promptly take such action as may be necessary to cure any breach hereof and shall reimburse Landlord for any additional cost (insurance, repair or otherwise) occasioned by same. 8. Maintenance: a. Except for that part of the Plans to be completed by Landlord at or prior to the Commencement Date as indicated on Exhibit B, Tenant accepts the Premises "AS IS". Any portion of the Plans to be completed by someone other than the Landlord shall be completed under the terms of Section 9, and shall be deemed completed thirty (30) days following the date hereof., Landlord having no liability to ensue the timely or proper completion of such Plans. Throughout the first and any renewal term, Tenant shall maintain the Premises, its fixtures and appurtenances, including the doors, windows, glass, and equipment used by or in connection with the Premises in good order and repair (reasonable wear and tear excepted); shall be responsible for and pay for all injury and damage to the Premises and/or the Building and the fixtures and appurtenances of either occasioned by any act or neglect of the Tenant, Tenant's agents, servants, employees, invitees or other visitors; shall give prompt notice to the Landlord of any damage that may occur; and shall execute and comply with all laws, rules, orders, ordinances and regulations at any time issued or in force, applicable to the Premises, the Building or to Tenant's use and occupancy thereof, by the city, county, state and federal government, and of each and every department, bureau and official thereof, including housing, zoning and fire codes and all rules and regulations of the Fire Underwriters Bureau at Tenant's own cost and expense.

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b. Tenant shall not place a load upon any floor of the Premises that exceeds the lesser of the (i) floor load per square foot which such floor was designed to carry or (ii) the maximum floor load per square foot allowed by law. c. The Tenant shall immediately give Landlord written notice of the necessity of all repairs and advise Landlord of the steps being implemented by Tenant to effectuate such repairs. The Landlord shall be under no liability for any repairs or maintenance to the Premises, the Building or any part thereof except as specifically provided herein. d. Landlord shall maintain and repair the common areas of the Building, the parking area, sidewalks, roof, elevator, the outer walls, electrical, plumbing, and water systems, heating, ventilation, air conditioning and other mechanical installations. All repairs shall be completed in such manner and time from as Landlord may determine appropriate. Landlord shall have access to the Premises at all times to conduct needed repairs. Landlord will attempt not to inconvenience Tenant but shall not be liable for inconvenience, annoyance, disturbance or other damage to Tenant by reason of making any repair or by bringing or storing materials, supplies, tools and equipment in the Premises during the performance of any work, and the obligations of Tenant under this lease shall not thereby by affected in any matter whatsoever. e. Landlord shall keep and maintain all common areas of the Building in a clean and orderly condition, free of accumulation of dirt and rubbish, shall provide dumpster(s) and trash removal, shall keep and maintain all landscaped areas in a neat and orderly condition, and shall perform all necessary snow removal to clear sidewalks, parking areas and access ways, which serve more than one tenant of the Building. f. Unless otherwise stated in Exhibit A, Tenant shall pay its Proportionate Share of the cost of all work performed by Landlord pursuant to paragraphs (d) and (e) above, and all other costs incurred by Landlord in the operation of the Building (including without limitation an overhead cost of 10% of the costs incurred above) (all of the foregoing collectively the CAM Cost) in excess of the Base Year CAM costs, as additional rent, upon being billed therefor by Landlord. Landlord may estimate the foregoing cost and bill Tenant for 1/12th thereof each month and same shall constitute additional rent. At Tenants written request (not more than once annually, Landlord shall account to Tenant for the actual costs of the foregoing items and Tenant or Landlord, as the case may be and Landlord and Tenant shall promptly pay the other party the amount owed. 9. Improvements: a. Tenant will not make any improvements or alterations (including signs) to the Premises, or any part thereof, without first submitting plans and specifications therefor and obtaining Landlord's written approval of such proposed improvements (which approval may be granted or withheld in the sole discretion of the Landlord and may be subject to such conditions as Landlord shall deem necessary to impose). Any such improvements shall immediately become the property of Landlord and shall remain upon

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the Premises in the absence of agreement to the contrary. b. All work with respect to any such alterations, additions, enlargements and changes shall be done in a good, workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period necessarily required for such work. All such alterations, additions, enlargements and changes shall be made strictly in accordance with all laws, regulations and ordinances relating thereto. c. Trade fixtures installed by Tenant shall remain the property of Tenant and may be removed from time to time, including upon the termination of this Lease Agreement, provided Tenant shall not at such time be in default hereunder. If Tenant is in default, Landlord shall have a lien on said fixtures as security against loss or damage resulting from any such default by Tenant and said fixtures, equipment and personal property shall not be removable by Tenant until such default is cured. Tenant shall pay to or reimburse Landlord for any reasonable handling or storage charges or other reasonable costs incurred as a result of Landlord's retaining or relocating such security. Tenant will not cut or drill into or secure any fixtures, apparatus or equipment of any kind to any part of the Premises without first obtaining Landlord's written consent. 10. Protection from Liens: a. Prior to permitting any contractor or subcontractor to make any improvements to the Premises or supply any material in connection therewith, Tenant shall deposit with the Landlord such security or performance bond as may be requested by the Landlord, in order to protect the Premises and the Landlord, from and against liens of mechanics and materialmen performing work or services in or on the Premises or supplying materials in connection with any construction work to be performed in or on the Premises. b. In the event that any mechanics' or materialmen's liens shall at any time be filed against the Premises purporting to be for work, labor, services or materials performed or furnished to Tenant or anyone holding the Premises through or under Tenant, Tenant shall forthwith cause the same to be discharged of record within 30 days following the date of such filing. If Tenant shall fail to cause such lien to be discharged after being notified of the filing thereof as aforesaid, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due and the amount so paid by Landlord and all costs and expenses, including reasonable attorneys' fees, incurred by Landlord in attempting to discharge such lien, shall be due and payable by Tenant to Landlord as additional rent on the first day of the next succeeding month. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished to Tenant upon credit, and that no mechanics', materialmens' or other liens for any such labor or materials shall attach to or affect the estate or interest of Landlord in and to the land and improvements of which the Premises are a part. 11. Protection of Property: Tenant agrees to take such steps as Tenant may deem

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necessary and adequate for the protection of Tenant, and Tenant's agents, employees, and invitees, and the property of the foregoing against injury, damage or loss, by insurance, as a self-insurer, or otherwise. The Landlord, Landlord's agents and employees shall not be liable for any injury or damage to persons or property in the Premises or to the business of the Tenant, or any interruption thereof, resulting from any defect, latent or apparent, or change of conditions in the Building, the surrounding real estate or any building located thereon, or land on which it is located, theft, burglary explosion, wind or accident, falling plaster, steam, gas, electricity, water, rain or snow, leakage from any part of the Building or from pipes, appliances, elevator or plumbing works in the building or from the street or sub-surface thereof, or from any other source, or from dampness, or from damage occasioned by workmen engaged in making repairs or alterations in or upon the Building or for interference with the light, or caused by operations in the construction of any public or quasi-public work, or for any other cause whatsoever, unless caused by the direct negligence of Landlord, its agents, servants, employees or contractors. 12. Indemnification: Tenant will indemnify Landlord and save Landlord harmless from and against any and all claims, actions, damages, liabilities, and expenses in connection with loss of life, personal injury and/or damage to property arising from or out of the occupancy or use by Tenant of the Premises or any part thereof or any other part of Landlord's property, occasioned wholly or in part by any act or omission of Tenant, Tenant's agents, invitees, contractors or employees. 13. Fire or other Casualty: In the event the Premises shall be damaged by fire or other casualty, the Tenant shall give immediate notice thereof to the Landlord, and after such notice, an equitable reduction of rent shall be allowed to Tenant for the time such part or parts of the Premises shall remain untenantable or incapable of use and occupancy, and this Lease Agreement shall, unless notice is given as set forth below, continue in full force and effect, and the Landlord shall, at Landlord's own expense, with reasonable promptness, subject to Force Majeure as defined in Section 28, and delays in making of insurance adjustments by Landlord, repair the Premises. If the damage results from the act or omission of Tenant, or Tenant's agents, employees or invitees, Tenant shall not be entitled to any abatement or reduction of rent. Landlord need not restore fixtures owned and improvements made by Tenant or floor coverings, furnishings and other decorative features furnished by Tenant. In the event the Premises shall, before or after the commencement of the Lease Term, be so damaged that the Landlord shall decide not to repair the same, or if the Landlord shall decide to demolish or not rebuild the Premises, for any reason whatsoever, upon written notice to Tenant, the term of this Lease shall cease and terminate and the accrued rent, if any, shall be paid up to the time of the damage of such termination. All proceeds of Landlord's insurance payable as a result of fire or other casualty shall be the sole property of the Landlord. 14. Condemnation: If the whole or any part of the Premises shall be taken under the power of eminent domain, this Lease shall terminate as to the part so taken on the date Tenant is required to yield possession thereof to the condemning authority. Landlord shall make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition and the rent shall be reduced proportionately as to the portion of

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the Premises so taken. If the amount of the Premises so taken substantially impairs the usefulness of the Premises for the purpose set forth herein, Tenant may terminate this Lease as of the date when Tenant is required to yield possession. All compensation awarded for any taking of the fee and the leasehold shall belong to and be the property of Landlord; provided, however, that Landlord shall not be entitled to any portion of the award made directly to Tenant in reimbursement for Tenant's stock and fixtures, including the removal thereof. 15. Access to Premises: Tenant will permit Landlord, Landlord's agents, employees and contractors to enter the Premises and all parts thereof at all times to inspect the same and to enforce or carry out any provision of this Lease Agreement or to make repairs to the Premises (to the extent Landlord shall have an obligation to make same pursuant to the terms hereof) or any other property owned or controlled by Landlord. 16. Assignment or Subletting: Tenant shall not assign this Lease Agreement in whole or in part, nor sublet all or any part of the Premises or permit the use of any part of the Premises by any other person, firm or entity without the prior written consent of the Landlord, which consent may be granted or withheld in the sole and absolute discretion of the Landlord. Consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law, or any change in the ownership of the equity interests of Tenant. Any consent so granted shall in no manner relieve Tenant of full and complete continuing liability under this Lease. 17. Performance by Tenant: Tenant covenants and agrees that Tenant will perform all agreements herein expressed on Tenant's part to be performed and that Tenant will promptly upon receipt of written notice specifying action desired by Landlord in connection with any such covenant commence to comply with such notice. If Tenant shall not commence and proceed diligently to comply with such notice to the satisfaction of Landlord within ten (10) days after delivery thereof (or immediately, if such delay could cause additional damage to the Premises), then Landlord may, at Landlord's option, enter upon the Premises, and do the things specified in said notice, and Landlord shall have no liability to Tenant for any loss or damage resulting in any way from such action by Landlord, and Tenant agrees to pay promptly upon demand, any expense incurred by Landlord in taking such action. 18. Default: a. Tenant shall be in Default hereunder if Tenant: i. Fails to pay any rent or additional rent, for a period of five (5) days after same is due, ii. Fails or defaults in the performance of any of the covenants or conditions hereof (other than rent), including the Rules and Regulations, as same

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may exist from time to time, and does not cure any such default within ten (10) days after the giving of written notice thereof, conditions hereof (other than rent), including the Rules and Regulations, as same may exist from time to time, and does not cure any such default within ten (10) days after the giving of written notice thereof, iii. Becomes Insolvent. For purposes of the foregoing, Tenant shall irrefutably be deemed to be Insolvent upon the occurrence of any of the following: Tenant's debts compound, Tenant make an assignment for the benefit of creditors, if a receiver or trustee is applied for or appointed for the Tenant, if there be filed a petition in bankruptcy or insolvency, or for an arrangement or reorganization by or against the Tenant, if the Tenant is adjudicated a bankrupt or is adjudged to be insolvent, if there is advertised any sale of Tenant's property under process of law, or if the assets or property of the Tenant in the Premises shall be attached or levied upon, iv. Takes any other action known or deemed a default hereunder. b. Immediately upon the occurrence a Default, the Landlord may terminate this Lease Agreement upon notice to Tenant, and on the date specified in said notice the term of this Lease Agreement shall terminate and Tenant shall then quit and surrender the Premises to Landlord, but Tenant shall remain liable as hereinafter provided. If this Lease Agreement shall have been so terminated by Landlord, Landlord may at any time thereafter resume possession of the Premises by any lawful means and remove Tenant or other occupants and their effects, without being liable for damages therefor. Tenant hereby specifically grants to Landlord, after the giving of notice hereinabove referred to, the right to cease or terminate any supply of services or utilities to the Premises and Landlord may change the locks. c. In any case where Landlord has recovered possession of the Premises by reason of Tenant's default, Landlord may, at Landlord's option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining premises, or otherwise changed or prepared for reletting and may relet the Premises or any part thereof as agent of Tenant or otherwise, for a term or terms to expire prior to, at the same time as or subsequent to, the original expiration date of this Lease Agreement, at Landlord's option, and in addition, Tenant agrees, whether or not Landlord has relet, to pay to Landlord damages equal to such of the following amounts as Landlord shall select (in its sole discretion): i. To receive the rent therefor, applying the same first to the payment of such expenses as Landlord may have incurred in connection with the recovery of possession and other costs listed above, including brokerage and reasonable attorneys' fees, and then to the payment of damages in an amount equal to the balance of the rent hereunder and to the cost and expense of performance of the other covenants of Tenant as herein provided, the same to be paid by Tenant on the several rent days above specified. In reletting the Premises as aforesaid,

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Landlord may grant rent concessions, and Tenant shall not be credited therewith. No such reletting shall constitute a surrender and acceptance or be deemed evidence thereof. The Tenant shall not be entitled to any surplus accruing as a result of any reletting.; OR ii. An amount equal to all of the remaining rental and additional rental scheduled to come due hereunder after the date of such termination reduced to its present value at an interest rate of 6%, without credit for any reletting that may occur or have occurred, same to be paid to Landlord immediately upon demand, and to be increased by all costs and expenses (including without limitation all legal fees) incurred by Landlord in collecting the foregoing and all accrued expenses. 19. Casualty Insurance: Tenant covenants, at Tenant's own cost and expense, to keep the Premises insured by an insurance company or companies acceptable to Landlord and in form acceptable to Landlord against loss or damage by fire and such hazards as are now or hereafter covered under standard extended coverage policies in an amount or amounts equal to the full replacement value of the property, which policy shall further cover loss of rents and damage by vandalism and malicious mischief. Landlord shall be named as the sole insured and loss payee. Such value shall be determined from time to time, as Landlord deems appropriate, by a qualified appraiser, contractor or engineering firm selected by Landlord and included in the CAM cost. Tenant shall furnish Landlord with such insurance policies and such other acceptable evidence that such insurance is in force at all times during the lease term. In lieu of the above, Landlord may arrange for the purchase of such policy and its renewal from time to time and Tenant shall promptly reimburse the Landlord for the costs thereof. 20. Additional Insurance: a. At all times after the execution of this Lease, Tenant will carry and maintain, at its expense: i. public liability insurance policy, including, but not limited to, insurance against assumed or contractual liability under this Lease, with respect to the Premises, to afford protection with limits, for each occurrence, of not less than One Million Dollars ($1,000,000) with respect to personal injury and death, and Five Hundred Thousand Dollars ($500,000) with respect to property damage; ii. all-risks property and casualty insurance, written at replacement cost value and with replacement cost endorsement, covering all of Tenant's personal property in the Premises (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of this Lease) and all leasehold improvements installed in the Premises by or on behalf of Tenant (including damage to any sprinkler system, if any); and iii. if and to the extent required by law, workmen's compensation or similar insurance in form and amounts required by law. Page 10 of 19

b. Tenant shall require any contractor performing work on the Premises to carry and maintain, at no expense to Landlord: i. comprehensive general liability insurance, including, but not limited to, contractor's liability coverage, contractual liability coverage, completed operations coverage, broad coverage for property damage endorsement and contractor's protective liability coverage, of not less than One Million Dollars ($1,000,000) with respect to personal injury or death, and One Million Dollars ($1,000,000) with respect to property damage; and ii. workmen's compensation or similar insurance in form and amounts required by law. c. The company or companies writing any insurance which Tenant is required to carry and maintain or cause to be carried or maintained pursuant to Sections 20.a. and 20.b. as well as the form of such insurance shall at all times be financially responsible and authorized to cover claims in the State in which the Premises are located. Public liability and all-risks property and casualty insurance policies evidencing such insurance shall name Landlord or its designee as additional insured and shall also contain a provision by which the insurer agrees that such policy shall not be cancelled except after thirty (30) days' written notice to Landlord or its designee. Each such policy, or a certificate thereof, shall be deposited with Landlord by Tenant promptly upon commencement of Tenant's obligation to procure the same. If Tenant shall fail to perform any of its obligations under Sections 20.a.,20.b. or 20.c., Landlord may perform the same after twenty (20) days notice to Tenant, unless Tenant shall cure such default during the thirty (30) day notice period received from the insurer and the cost of same shall be deemed Additional Rental and shall be payable upon Landlord's demand. d. Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises which will violate Landlord's policies of fire, hazard or liability insurance on the Building or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done or suffered by Tenant to be kept in, upon or about the Premises shall cause the rate of fire or other insurance on the Building to be increased beyond the minimum rate from time to time applicable to the Building or to any such property for the use or uses made thereof, Tenant will pay, as Additional Rental, the amount of any such increase upon Landlord's demand. e. Neither Landlord nor Tenant shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property or liability for personal injury, or losses under workmen's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees.

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f. In each Rental Year Tenant shall pay Landlord, as part of the CAM Cost, Landlord's cost of maintaining all insurance with respect to the Building, including, without limitation, all-risks property and casualty insurance. Such insurance may be carried at the discretion of Landlord in such amounts and with such companies as Landlord shall determine. 21. Business Taxes: Tenant shall pay all franchise taxes, business taxes or other similar rates and taxes which may be levied or imposed upon the Premises or the business carried on therein, and also all other rates and taxes which are or may be payable by Tenant as tenant and occupant thereof. If by law, regulation or otherwise business taxes or other similar rates and taxes are made payable by landlords or proprietors, or if the mode of collecting such taxes be so altered as to make Landlord liable therefor instead of Tenant, Tenant shall repay to Landlord within fifteen (15) days after demand upon Tenant the amount of the charge imposed on Landlord as a result of such charge, and shall save Landlord harmless from any cost or expense in respect thereof. 22. Subordination: a. Landlord hereby warrants that Tenant shall have peaceful and quiet use and possession of the Premises without hindrance on the part of Landlord. Tenant's rights under this Lease Agreement are and shall always be subordinate to the operation and effect of any mortgage, deed of trust or other security instrument now or hereafter placed upon the Building, or any part thereof, by Landlord, and Tenant will, upon Landlord's request, execute and deliver such instrument as may be appropriate to confirm such subordination. b. Tenant will, upon the request of Landlord or of the Landlord's mortgagee or trustees, under any such mortgage or deed of trust, execute an attornment instrument and attorn to such mortgagee or trustees, their successors and/or assigns and become their tenant on the terms herein contained for the unexpired residue of the term of this Lease Agreement. In addition, upon request, Tenant shall complete a statement providing (i) the commencement date; (ii) the amount of any prepayments hereunder, (iii) the amount of any Security Deposit held by the Landlord; (iv) the remaining term of the Lease and the existence of any renewal right; (v) any claimed defaults by the Landlord (or a statement that there are none); (vi) identify the Lease and whether there are any amendments thereto; (vii) indicating any claimed setoffs, defenses, contingencies, or charges against Landlord; and (viii) such other matters relating to the Lease as may be reasonably requested. c. If Tenant fails to execute any of the foregoing instruments upon the request of Landlord, Landlord is hereby granted a power of attorney and is authorized, as the attorney-in-fact of Tenant, to execute such instrument on behalf of Tenant. In addition, for each day such subordination, attornment and/or statement shall not be received more than ten days after request thereof, Tenant shall pay to Landlord the sum of One Hundred Dollars ($100.00) per day and same shall constitute additional rental hereunder. 23. Termination:

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a. This Lease Agreement and tenancy hereby created shall cease and determine at the end of the original term hereof, or any extension or renewal thereof, without the necessity of any notice from either Landlord or Tenant to terminate the same and Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of the Premises from a tenant holding over to the same extent as if statutory notice had been given. b. At Landlord's option, at the expiration or earlier termination of this Lease Agreement, Tenant shall, at Tenant's expense, remove all of the Tenant's personal property, as well as fixtures installed and improvements made by Tenant, and Tenant shall repair all injury done by or in connection with the installation or removal of said property, and surrender the Premises, broom clean and in as good condition as they were at the beginning of the Lease Term, reasonable wear excepted. All property of Tenant remaining on the Premises after the expiration or earlier termination of this Lease Agreement shall be conclusively deemed abandoned and, at Landlord's option, may be retained by Landlord, or may be removed by Landlord, and Tenant shall reimburse Landlord for the cost of such removal. Landlord may have any such property stored at Tenant's risk and expense. 24. Surrender of Premises: No agreement to accept a surrender of this Lease shall be valid unless in writing by Landlord. No employee of Landlord or of Landlord's agents shall have any power to accept the keys of said premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord's agent shall not operate as a termination of the Lease or a surrender of the premises. In the event that Tenant at any time desires to have Landlord sublet the premises for Tenant's account, Landlord or Landlord's agents are authorized to receive said keys for such purpose without releasing Tenant from any of the obligations under this Lease. No payment by Tenant or receipt and acceptance by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided. Tenant placing a restrictive endorsement on any check delivered to the Landlord (whether or not negotiated) shall be deemed a Default hereunder. Tenant shall indemnify and hold Landlord harmless from any loss incurred by negotiation of any check with any restrictive endorsement. 25. Remedies: No mention in this Lease Agreement of any specific right or remedy shall preclude Landlord from exercising any other right or from having any other remedy, or from maintaining any action to which Landlord may otherwise be entitled either at law or equity; and the failure of Landlord to insist in any one or more instances upon a strict performance of any covenant of this Lease Agreement or to exercise any option or right herein contained shall not be construed as a waiver or relinquishment for the future of such covenant, right or option, but the same shall remain in full force and effect unless

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the contrary is expressed in writing by Landlord. 26. Jury Trial: Landlord and Tenant do hereby expressly waive trial by jury in any action or proceeding brought by either of the parties hereto against the other or on any counterclaim in respect thereof on any matters whatsoever rising out of, or in any way connected with, this Lease, the relationship of the Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim of injury or damage under this Lease. 27. Binding Effect: This Lease Agreement and the covenants and conditions herein contained shall inure to the benefit of and be binding upon Landlord, his personal representatives, successors and assigns and shall be binding upon Tenant, its successors and assigns, but shall inure only to the benefit of Tenant and such assigns of Tenant to whom the assignment by Tenant has been consented to by Landlord. 28. Force Majeure: Landlord shall be excused for the period of any delay in the performance of any obligation hereunder when prevented from so doing by cause or causes beyond Landlord's control which shall include, without limitation, all labor disputes, civil commotion, war, warlike operations, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, inability to obtain any material, services or financing or through Acts of God. 29. Notices: All notices from Tenant to Landlord required or permitted by any provisions of this Lease Agreement, shall be directed to Landlord at _________________________________________________ All notices from Landlord to Tenant so required or permitted shall be directed to Tenant at the Premises. Either party may, at any time or from time to time, designate in writing a substitute address for that above set forth. All notices shall be sent by certified mail, return receipt requested, and shall be effective when deposited in the United States Mails or by hand delivery. 30. Construction of Lease: This Lease Agreement shall be construed under the laws of the State of Maryland. Headings are for reference only and shall in no way limit the specific terms of this Agreement. This Lease has been drafted jointly by the parties and no provision shall be interpreted against one of the parties as the drafting party. 31. Relationship of Parties: Nothing contain herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. 32. Option to Renew: Provided Tenant is not in default under any of the terms, covenants or conditions hereof, Tenant shall have the option to renew the term of this Lease for an additional number of terms and for the year per term as set forth in Exhibit A upon the same terms, covenants and conditions herein set forth, except that the base rental shall be increased by five percent (5%) from the preceding Lease year. For Tenant to exercise the

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option contained herein, Tenant shall give Landlord 180 days written notice prior to the end of the current term of Tenant's written intention to renew the term. 33. Joint and Several Liability: The liability of all parties executing this Lease as Tenant to pay rent and perform all other obligations hereunder shall be deemed to be joint and several. Reference herein to "Tenant" shall include each Tenant if more than one. 34. Net Lease: This Lease shall be deemed and construed to be a "net, net, net lease" and, except as otherwise specifically mentioned herein as to Base Year CAM costs, Landlord shall receive the basic rental provided for in Section 3 hereof, the Additional Rent and other payments to be made by Tenant hereunder free from any charges, assessments, impositions, expenses or deductions of any and every kind or nature whatsoever. 35. Miscellaneous: a. No waiver by Landlord or Tenant of any breach of any term, covenant or condition hereof shall be deemed a waiver of the same or any subsequent breach of the same or any other term, covenant or condition The acceptance of rent by Landlord shall not be deemed a waiver of any earlier breach of Tenant of any term, covenant or condition hereof, regardless of Landlord's knowledge of such breach when such rent is accepted. No covenant, term or condition of this Lease shall be deemed waived by Landlord or Tenant unless waived in writing. b. All captions are inserted only for convenience of reference and shall not be deemed to define the substantive provisions hereof. c. The use herein of a singular term shall include the plural and use of the masculine, feminine or neuter genders shall include all others. d. Anything to the contrary herein contained, notwithstanding, there shall be absolutely no personal liability on persons, firms, or entities who constitute Landlord with respect to any of the terms, covenants, conditions and provisions of this Lease, and Tenant shall look solely to the interest of Landlord, its successors and assigns, in the Premises for the satisfaction of each and every remedy of Tenant in the event of default by Landlord hereunder, such exculpation of personal liability is absolute and without any exception whatsoever. e. The Rules and Regulations attached hereto are incorporated herein by reference and constitute a part of this Lease. Landlord may change, advise, add, modify and amend such Rules and Regulations and same shall be included herein, as amended, thirty days after notice of such change is delivered to Tenant. IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement the day and year first above written WITNESS/ATTEST: Page 15 of 19

By:

By:______________________________, Authorized Person "Landlord"

By: _____________________________ Authorized Person "Tenant" By:_____________________________ Title:___________________________

The undersigned executes this Lease to jointly and severally guarantee payment (and not just collection) of each and every obligation of Tenant pursuant to the Lease. This guarantee shall be irrevocable, continuing, primary and shall not require exhaustion of any or all remedies against Tenant before enforcing same against the undersigned. Witness ___________________________ _______________________________

___________________________

_______________________________

___________________________

_______________________________

EXHIBIT A

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Annually Date Lease Signed Date Lease Begins Date Lease Ends Square Feet Base Net per Sq. Ft. Base Rent $ Tenant will receive the first two months rent free. Escalation: Proportionate share of Building Does Tenant pay Real Estate Taxes & Insurance? Does Tenant pay CAM? Base year real estate taxes? Base year CAM costs? Security Deposit? Original Term Option Terms

Monthly

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RULES AND REGULATIONS 1. Tenant shall not bring into the Premises or store or use any materials on the Premises which could cause a fire or an explosion or produce any fumes or vapor; make or permit any improper or disturbing noises; throw substances of any kind out of windows or doors, or down passages or in the halls or passageways. Any trash or rubbish created by moving Tenant into the Premises, or any heavy or excessive waste materials resulting from Tenants occupancy and use of the Premises, shall be removed from the Premises by Tenant at Tenants sole cost and expense. 2. Plumbing facilities shall not be used for any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes, newspapers, or other substances of any kind shall be thrown into them. Waste and excessive or unusual use of electricity or water is prohibited. 3. No additional lock or locks shall be installed by Tenant on any door or doors installed by Landlord without providing a key to Landlord. Two keys will be furnished to Tenant, and any additional keys required shall be secured from Landlord and paid for by Tenant. Tenant shall not have extra keys made without notice to Landlord and receipt of Landlords consent. Tenant shall not change any locks without notice to Landlord. All keys to doors and washrooms shall be returned to Landlord at the termination of the tenancy, and, in the event of loss of any keys furnished, Tenant shall pay Landlord the cost thereof. 4. No bicycles, vehicles, or animals of any kind shall be brought into or kept in or about the Premises. 5. Tenant shall not conduct, or permit any other person to conduct, any auction upon the Premises; manufacture or store goods, ware, or merchandise upon the Premises, without the prior written approval of Landlord, except the storage of usual supplies and inventory to be used by Tenant in the conduct of its business; permit the Premises to be used for gambling; or permit any unusual odors to be produced upon the Premises. 6. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No curtains, blinds, shades, or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord. Such awnings, curtains, blinds, and shades must be of a quality, type, design, and color approved by Landlord and attached in a manner approved by Landlord and be kept at a level designated by Landlord. 7. Tenant shall not place any sign, advertisement or other object in any window or the exterior of the Building without Landlords consent. 8. There shall not be used in the Premises, either by Tenant or by others in the delivery or receipt of merchandise, any hand trucks except those equipped with rubber tires and side guards. No moving services shall be conducted during regular business hours without the consent of the Landlord.. 9. Tenant, before closing and leaving the Building at the end of business hours each day, shall ensure that all windows are closed and all entrance doors locked.

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10. Landlord hereby reserves to itself any and all rights not granted to Tenant hereunder. 11. Landlord shall not be responsible for lost or stolen personal property, equipment, money or jewelry from the Building or public rooms whether or not such loss occurs when the Building is locked against entry.

Tenant Code:

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