ex10-55.htm


    

      Exhibit
10.55

       

       

      STANDARD
FORM
INDUSTRIAL BUILDING
LEASE
(SINGLE-TENANT)

       

      1.           BASIC
TERMS.  This Section 1 contains the Basic
Terms of this lease (this “Lease”) between Landlord and
Tenant, named below.  Other Sections of the Lease referred to in this
Section 1 explain and
define the Basic Terms and are to be read in conjunction with the Basic
Terms.

       

      
        	
                 
      

              	
                1.1.

              	
                Effective
      Date of Lease:  March 14,
2008

              


      

       

      
        	
                 
      

              	
                1.2.

              	
                Landlord:  FR
      York Property Holding, LP, a Delaware limited
  partnership

              


      

       

      
        	
                 
      

              	
                1.3.

              	
                Tenant:  United
      Natural Foods, Inc.

              


      

       

      
        	
                 
      

              	
                1.4.

              	
                Premises:  A
      building commonly known as 225 Cross Farm Lane, York, Pennsylvania, and
      containing approximately 675,000 rentable square feet, as legally
      described on Exhibit
      A attached hereto.

              


      

       

      
        	
                 
      

              	
                1.5.

              	
                Lease
      Term: Twelve (12) years (“Term”) commencing June
      1, 2008 (“Commencement
      Date”) and ending, subject to Section 2.3 below, on
      May 31, 2020 (“Expiration
      Date”).

              


      

       

      
        	
                 
      

              	
                1.6.

              	
                Permitted
      Uses:  (See Section 4.1)
      Warehousing, distribution and any other use not prohibited by applicable
      zoning laws or regulations and approved in writing by Landlord, which
      shall not be unreasonably withheld, conditioned or
  delayed

              


      

       

      
        	
                 
      

              	
                1.7.

              	
                Tenant’s
      Guarantor:  None 

              


      

       

      
        	
                 
      

              	
                1.8.

              	
                Brokers:  (See
      Section 23; if
      none, so state):  (A) Tenant’s Broker:  NAI Brannen
      Goddard ; and (B)
      Landlord’s Broker:  CB Richard
Ellis

              


      

       

      
        	
                 
      

              	
                1.9.

              	
                Security/Damage
      Deposit:  None

              


      

       

      
        	
                 
      

              	
                1.10.

              	
                Exhibits
      to Lease:  The following exhibits are attached to and made a
      part of this Lease. (If none, so state):  A (legal description);
      B (Tenant Operations Inquiry Form); C (Tenant Improvements), D
      (Confirmation of Commencement Date); E (Broom Clean Condition and Repair
      Requirements); Exhibit F (Signage Plan); Addendum 1 (Renewal Option); and
      Addendum 2 (Purchase Option)

              


      

       

      2.           LEASE OF
PREMISES; RENT.

       

      2.1.           Lease of
Premises for Lease Term.  Landlord hereby leases the Premises
to Tenant, and Tenant hereby rents the Premises from Landlord, for the Term and
subject to the conditions of this Lease.

       

      2.2.           Types of
Rental Payments. Tenant shall pay net base rent to Landlord in monthly
installments, in advance, on the first day of each and every calendar month
during the Term of this Lease (the “Base Rent”) in the amounts and
for the periods as set forth below:

       

      Rental
Payments

       

      
        	
                Lease
      Period

              	
                Annual Base
      Rent

              	
                Monthly Base
      Rent

              
	 
      	 
      	 
      
	
                ____,
      2008 – May 31, 2008

              	
                $0.00

              	
                $0.00

              
	 	 	 
	
                June
      1, 2008 – May 31, 2009

              	
                $2,558,250.00

              	
                $231,187.50

              
	 	 	 
	
                June
      1, 2009 – May 31, 2010

              	
                $2,619,000.00

              	
                $218,250.00

              
	 	 	 
	
                June
      1, 2010 – May 31, 2011

              	
                $2,666,250.00

              	
                $222,187.50

              


      

       

      
        
           


        

        
           


           


        

        
           


        

      


      


       

      
        	
                June
      1, 2011 – May 31, 2012

              	
                $2,754,000.00

              	
                $229,500.00

              
	 	 	 
	
                June
      1, 2012 – May 31, 2013

              	
                $2,821,500.00

              	
                $235,125.00

              
	 	 	 
	
                June
      1, 2013 – May 31, 2014

              	
                $2,889,000.00

              	
                $240,750.00

              
	 	 	 
	
                June
      1, 2014 – May 31, 2015

              	
                $2,963,250.00

              	
                $246,937.50

              
	 	 	 
	
                June
      1, 2015 – May 31, 2016

              	
                $3,037,500.00

              	
                $253,125.00

              
	 	 	 
	
                June
      1, 2016 – May 31, 2017

              	
                $3,111,750.00

              	
                $259,312.50

              
	 	 	 
	
                June
      1, 2017 – May 31, 2018

              	
                $3,192,750.00

              	
                $266,062.50

              
	 	 	 
	
                June
      1, 2018 – May 31, 2019

              	
                $3,273,750.00

              	
                $272,812.50

              
	 	 	 
	
                June
      1, 2019 – May 31, 2020

              	
                $3,354,750.00

              	
                $279,562.50

              


      

      


       

      Tenant
shall also pay all Operating Expenses (defined below) and any other amounts owed
by Tenant hereunder (collectively, “Additional
Rent”).  In the event any monthly installment of Base Rent or
Additional Rent, or both, is not paid within 5 days of the date when due, a late
charge in an amount equal to 5% of the then delinquent installment of Base Rent
and/or Additional Rent (the “Late Charge”; the Late Charge,
Default Interest, as defined in Section 22.3 below, Base Rent
and Additional Rent shall collectively be referred to as “Rent”), shall be paid by
Tenant to Landlord, c/o First Industrial Investment, Inc., 75 Remittance Drive
Suite 1066, Chicago IL 60675-1066, or if sent by overnight courier, The Northern
Trust Company, 350 North Orleans, 8th Floor
Receipt & Dispatch, Chicago IL 60654, Attention:  FIDS Suite 1066
(or such other entity designated as Landlord’s management agent, if any, and if
Landlord so appoints such a management agent, the “Agent”), or pursuant to such
other directions as Landlord shall designate in this Lease or otherwise in
writing.  Notwithstanding the foregoing, for the first three (3)
monthly installments of Rent during the Term, the Late Charge will not be
charged to Tenant until five (5) days after notice by Landlord to Tenant of any
such delinquent installment of Base Rent and/or Additional Rent

       

      2.3.           Covenants
Concerning Rental Payments; Initial and Final Rent
Payments.  Tenant shall pay the Rent promptly when due, without
notice or demand, and without any abatement, deduction or setoff.  No
payment by Tenant, or receipt or acceptance by Agent or Landlord, of a lesser
amount than the correct Rent shall be deemed to be other than a payment on
account, nor shall any endorsement or statement on any check or letter
accompanying any payment be deemed an accord or satisfaction, and Agent or
Landlord may accept such payment without prejudice to its right to recover the
balance due or to pursue any other remedy available to Landlord.  If
the Commencement Date occurs on a day other than the first day of a calendar
month, the Rent due for the first calendar month of the Term shall be prorated
on a per diem basis (based on a 360 day, 12 month year) and paid to Landlord on
the Commencement Date, and the Term will be extended to terminate on the last
day of the calendar month in which the Expiration Date stated in Section 1.5
occurs.

       

      2.4.           Net
Lease.  This is an absolutely net lease to
Landlord.  It is the intent of the parties hereto that the Base Rent
payable under this Lease shall be an absolutely net return to Landlord and that
Tenant shall pay all costs and expenses relating to the ownership and operation
of the Premises and the business carried on therein, unless otherwise expressly
provided to the contrary in this Lease.  Any amount or obligation
relating to the Premises that is not expressly declared (under this Lease) to be
that of Landlord shall be deemed to be an obligation of Tenant to be performed
by Tenant, at Tenant’s expense.  It is the intention of the parties
hereto that the obligations of Tenant hereunder shall be separate and
independent covenants and agreements, that the Base Rent and the Additional Rent
shall continue to be payable in all events, and that the obligations of Tenant
hereunder shall continue unaffected in all events, unless the requirement to pay
or perform the same shall have been specifically terminated pursuant to an
express provision of this Lease.

       


      
        
           


        

        
           


           


        

        
           


        

      


      3.           OPERATING
EXPENSES.

       

      3.1.           Definitional
Terms Relating to Additional Rent.  For purposes of this
Section and other relevant provisions of the Lease:

       

      3.1.1.           Operating
Expenses. The term “Operating Expenses” shall mean
all costs and expenses paid or incurred by Landlord with respect to, or in
connection with, the ownership, repair, restoration, maintenance and operation
of the Premises.  Operating Expenses may include, but are not limited
to, any or all of the following:  (i) all market-based premiums for
commercial property, casualty, general liability, boiler, flood, earthquake,
terrorism and all other types of insurance provided by Landlord and relating to
the Premises, and all deductibles paid by Landlord pursuant to insurance
policies required to be maintained by Landlord under this Lease; (ii) management
fees to Landlord or Agent in an amount not to exceed 2% per annum of all Rent
due hereunder; (iii) Taxes, as hereinafter defined in Section 3.1.2 (subject,
however, to the last sentence of Section 3.1.2); (iv) dues,
fees or other costs and expenses, of any nature, due and payable to any
association or comparable entity to which Landlord, as owner of the Premises, is
a member or otherwise belongs and that governs or controls any aspect of the
ownership and operation of the Premises; (v) all fees in incurred in connection
with the lawn care and landscaping of the Premises; and (vi) any real estate
taxes and common area maintenance expenses levied against, or attributable to,
the Premises under any declaration of covenants, conditions and restrictions,
reciprocal easement agreement or comparable arrangement that encumbers and
benefits the Premises and other real property (e.g. a business
park).

       

      3.1.2.           Taxes.  The
term “Taxes,” as
referred to in Section
3.1.1(iii) above shall mean (i) all governmental taxes, assessments, fees
and charges of every kind or nature (other than Landlord’s income taxes),
whether general, special, ordinary or extraordinary, due at any time or from
time to time, during the Term and any extensions thereof, in connection with the
ownership, leasing, or operation of the Premises, or of the personal property
and equipment located therein or used in connection therewith; and (ii) any
reasonable expenses incurred by Landlord in contesting such taxes or assessments
and/or the assessed value of the Premises.  For purposes hereof,
Tenant shall be responsible for any Taxes that are due and payable at any time
or from time to time during the Term and for any Taxes that are assessed, become
a lien, or accrue during any Operating Year, which obligation shall survive the
termination or expiration of this Lease.  If Landlord so elects, by
delivery of written notice to Tenant at any time during the Term, Tenant shall
pay the Taxes directly to the taxing authority(ies), rather than to Landlord for
payment to the taxing authority(ies), whereupon Tenant shall be required to pay
all Taxes prior to the date on which they become delinquent and Tenant shall
deliver to Landlord, promptly after Tenant’s payment of same, reasonable
evidence of such payments.

       

      3.1.3.           Operating
Year.  The term “Operating Year” shall mean the
calendar year commencing January 1st of each year (including the calendar year
within which the Commencement Date occurs) during the Term.

       

      3.2.           Payment
of Operating Expenses.  Tenant shall pay, as Additional Rent
and in accordance with the requirements of Section 3.3, all of the
Operating Expenses, as set forth in Section 3.3. Additional Rent
commences to accrue upon the Commencement Date.  The Operating
Expenses payable hereunder for the Operating Years in which the Term begins and
ends shall be prorated to correspond to that portion of said Operating Years
occurring within the Term.  The Operating Expenses and any other sums
due and payable under this Lease shall be adjusted upon receipt of the actual
bills therefor, and the obligations of this Section 3 shall survive
the termination or expiration of the Lease.

       

      3.3.           Payment
of Additional Rent.  Landlord shall have the right to
reasonably estimate the Operating Expenses for each Operating
Year.  Upon Landlord’s or Agent’s notice to Tenant of such estimated
amount, Tenant shall pay, on the first day of each month during that Operating
Year, an amount (the “Estimated
Additional Rent”) equal to the estimate of the Operating Expenses divided
by 12 (or the fractional portion of the Operating Year remaining at the time
Landlord delivers its notice of the estimated amounts due from Tenant for that
Operating Year).  If the aggregate amount of Estimated Additional Rent
actually paid by Tenant during any Operating Year is less than Tenant’s actual
ultimate liability for Operating Expenses for that particular Operating Year,
Tenant shall pay the deficiency within thirty (30) days of Landlord’s written
demand therefor.  If the aggregate amount of Estimated Additional Rent
actually paid by Tenant during a given Operating Year exceeds Tenant’s actual
liability for such Operating Year, the excess shall be credited against the
Estimated Additional Rent next due from Tenant during the immediately subsequent
Operating Year, except that in the event that such excess is paid by Tenant
during the final Lease Year, then upon the expiration of the Term, Landlord or
Agent shall pay Tenant the then-applicable excess promptly after determination
thereof.

       

      3.4.           Audit.  As
soon as is reasonably practical after each Operating Year, Landlord shall
provide Tenant with a statement (a “Statement”) setting forth the
actual ultimate Additional Rent for the subject Operating Year.  If
Tenant disputes the amount set forth in a given Statement, Tenant shall have the
right, at Tenant's sole expense, to cause Landlord's books and
records

       


      
        
           


        

        
           


           


        

        
           


        

      


      with
respect to the particular Operating Year that is the subject of that particular
Statement to be audited (the “Audit”) by a certified public
accountant mutually acceptable to Landlord and Tenant (the “Accountant”), provided Tenant
(i) has not defaulted under this Lease and failed to cure such default on a
timely basis and (ii)  delivers written notice (an “Audit Notice”) to Landlord on
or prior to the date that is thirty (30) days after Landlord delivers the
Statement in question to Tenant (such 30-day period, the “Response
Period”).  If Tenant fails to timely deliver an Audit Notice
with respect to a given Statement, then Tenant's right to undertake an Audit
with respect to that Statement and the Operating Year to which that particular
Statement relates shall automatically and irrevocably be waived and such
Statement shall be final and binding upon Tenant and shall, as between the
parties, be conclusively deemed correct.  If Tenant timely delivers an
Audit Notice, Tenant must commence such Audit within thirty (30) days after the
Audit Notice is delivered to Landlord, and the Audit must be completed within
thirty (30) days of the date on which it is begun.  If Tenant fails,
for any reason other than Landlord’s lack of cooperation, to commence and
complete the Audit within such periods, the Statement that Tenant elected to
Audit shall be deemed final and binding upon Tenant and shall, as between the
parties, be conclusively deemed correct.  The Audit shall take place
at the offices of Landlord where its books and records are located, at a
mutually convenient time during Landlord's regular business
hours.  Before conducting the Audit, Tenant must pay the full amount
of the Additional Rent billed under the Statement then in
question.  Tenant hereby covenants and agrees that the Accountant
engaged by Tenant to conduct the Audit shall be compensated on an hourly basis
and shall not be compensated based upon a percentage of overcharges it
discovers.  If an Audit is conducted in a timely manner, such Audit
shall be deemed final and binding upon Landlord and Tenant and shall, as between
the parties, be conclusively deemed correct.  If the results of the
Audit reveal that the actual ultimate Additional Rent does not equal the
aggregate amount of the estimated Additional Rent actually paid by Tenant to
Landlord during the Operating Year that is the subject of the Audit, the
appropriate adjustment shall be made between Landlord and Tenant, and any
payment required to be made by Landlord or Tenant to the other shall be made
within thirty (30) days after the Accountant’s determination.  In no
event shall this Lease be terminable nor shall Landlord be liable for damages
based upon any disagreement regarding an adjustment of the Additional Rent.
Tenant agrees that the results of any Audit shall be kept strictly confidential
by Tenant and shall not be disclosed to any other person or entity.

       

      4.           USE OF
PREMISES; SIGNAGE; SECURITY DEPOSIT.

       

      4.1.           Use of
Premises.  The Premises shall be used by the Tenant for the
purpose(s) set forth in Section
1.6 above and for no other purpose whatsoever.  Except as
expressly permitted by this Lease, Tenant shall not, at any time, use or occupy,
or suffer or permit anyone to use or occupy, the Premises, or do or permit
anything to be done in the Premises, in any manner that may (a) violate any
Certificate of Occupancy for the Premises; (b) cause, or be liable to cause,
injury to, or in any way impair the value or proper utilization of, all or any
portion of the Premises (including, but not limited to, the structural elements
of the Premises) or any equipment, facilities or systems therein; (c) constitute
a violation of the laws and requirements of any public authority or the
requirements of insurance bodies or the rules and regulations of the Premises,
including any covenant, condition or restriction affecting the Premises; (d)
exceed the load bearing capacity of the floor of the Premises; or (e) impair or
tend to impair the character, reputation or appearance of the Premises as a
commercial warehouse.  On or prior to the date hereof, Tenant has
completed and delivered for the benefit of Landlord a “Tenant Operations Inquiry
Form” in the form attached hereto as Exhibit B describing the
nature of Tenant’s proposed business operations at the Premises, which form is
intended to be, and shall be, relied upon by Landlord.  From time to
time during the Term (but no more often than once in any twelve month period
unless Tenant is in default hereunder or unless Tenant assigns this Lease or
subleases all or any portion of the Premises, whether or not in accordance with
Section 8), Tenant shall
provide an updated and current Tenant Operations Inquiry Form upon Landlord’s
request.

       

      4.2.           Signage.  Tenant
shall not affix any sign of any size or character to any portion of the
Premises, without prior written approval of Landlord, which approval shall not
be unreasonably withheld or delayed.  Tenant shall remove all signs of
Tenant upon the expiration or earlier termination of this Lease and immediately
repair any damage to the Premises caused by, or resulting from, such removal.
Notwithstanding the foregoing, Tenant may install a sign at the Premises, at
Tenant’s sole cost, in accordance with the signage plan attached hereto as Exhibit
F.

       

      4.3.           Intentionally
omitted.

       

      5.           CONDITION
AND DELIVERY OF PREMISES.

       

      5.1.           Condition
of Premises.  Subject to the last sentence of Section 9.1, Tenant agrees that Tenant
is familiar with the condition of the Premises, and Tenant hereby accepts the
foregoing on an “AS-IS,” “WHERE-IS” basis.  Tenant acknowledges that
neither Landlord nor Agent, nor any representative of Landlord, has made any
representation as to the condition of the foregoing or the suitability of the
foregoing for Tenant’s intended use.  Tenant represents and warrants
that Tenant has made its own inspection of the foregoing.  Neither
Landlord nor Agent shall be obligated to make any repairs, replacements or
improvements

       


      
        
           


        

        
           


           


        

        
           


        

      


      (whether
structural or otherwise) of any kind or nature to the foregoing in connection
with, or in consideration of, this Lease.  Tenant shall construct and
install the tenant improvements (“Tenant Improvements”), at
Tenant’s sole cost and expense, pursuant to the terms and conditions of Exhibit C. Further, any
documents that Landlord provided to Tenant prior to the execution of this Lease
were furnished to Tenant for information purposes only and without any
representation or warranty Landlord with respect thereto, express or implied.
The floor capacity of the Premises is 500 pound per square foot live load
capacity. 

       

      5.2.           Delay in
Commencement.  

       

      5.3.           Memorandum
of Commencement Date.  Upon lease execution, and as a condition
precedent to such delivery, of the Premises to Tenant, and Tenant shall deliver
to Landlord a Confirmation of Commencement Date in substantially the form
attached hereto as Exhibit
D.

       

      6.           SUBORDINATION;
ESTOPPEL CERTIFICATES; ATTORNMENT.

       

      6.1.           Subordination
and Attornment.  This Lease is and shall be subject and
subordinate at all times to (a) all ground leases or underlying leases that may
now exist or hereafter be executed affecting the Premises and (b) any mortgage
or deed of trust that may now exist or hereafter be placed upon, and encumber,
any or all of (x) the Premises; (y) any ground leases or underlying leases for
the benefit of the Premises; and (z) all or any portion of Landlord’s interest
or estate in any of said items.  Tenant shall execute and deliver,
within ten (10) days of receipt thereof, and in the form reasonably requested by
Landlord (or its lender), any documents evidencing the subordination of this
Lease.  Tenant hereby covenants and agrees that Tenant shall attorn to
any successor to Landlord.

       

      6.2.           Estoppel
Certificate.  Tenant agrees, from time to time and within ten
(10) days after request by Landlord, to deliver to Landlord, or Landlord’s
designee, an estoppel certificate stating such matters pertaining to this Lease
as may be reasonably requested by Landlord, so long as such estoppel accurately
describes the terms of this Lease.  Failure by Tenant to timely
execute and deliver such certificate shall constitute a Default, as defined
below (without any obligation to provide any notice thereof or any opportunity
to cure such failure to timely perform).

       

      6.3.           Transfer
by Landlord. In the event of a sale or conveyance by Landlord of the
Premises, the same shall operate to release Landlord from any future liability
for any of the covenants or conditions, express or implied, herein contained in
favor of Tenant and first arising or accruing after the effective date of
Landlord’s transfer of its interest in the Premises, and in such event Tenant
agrees to look solely to Landlord’s successor in interest (“Successor Landlord”) with
respect thereto and agrees to attorn to such successor.

       

      7.           QUIET
ENJOYMENT.  Subject to the provisions of this Lease, so long as
Tenant pays all of the Rent and performs all of its other obligations hereunder,
Tenant shall not be disturbed in its possession of the Premises by Landlord,
Agent or any other person lawfully claiming through or under
Landlord.

       

      8.           ASSIGNMENT
AND SUBLETTING.  Tenant shall not (a) assign (whether directly
or indirectly), in whole or in part, this Lease, or (b) allow this Lease to be
assigned, in whole or in part, by operation of law or otherwise, including,
without limitation, by transfer of a controlling interest (i.e. greater than a
50% interest) of stock, membership interests or partnership interests, or by
merger or dissolution, which transfer of a controlling interest, merger or
dissolution shall be deemed an assignment for purposes of this Lease, or (c)
mortgage or pledge the Lease, or (d) sublet the Premises, in whole or in part,
without (in the case of any or all of (a) through (d) above) the prior written
consent of Landlord, which consent shall not be unreasonably withheld or
delayed; provided, however, subsection (b) shall not apply as long as Tenant is
a publicly traded company (i.e. Tenant’s stock is listed on the Nasdaq or
similar stock exchange).  Tenant may, however, assign this Lease or
sublease a portion of the Premises to a wholly-owned subsidiary, provided that
Tenant advises Landlord, in writing, in advance, and otherwise complies with the
succeeding provisions of this Section 8.  In no
event shall any assignment or sublease ever release Tenant or any guarantor from
any obligation or liability hereunder; and in the case of any assignment,
Landlord shall retain all rights with respect to the Security.  Any
purported assignment, mortgage, transfer, pledge or sublease made without the
prior written consent of Landlord shall be absolutely null and
void.  No assignment of this Lease shall be effective and valid unless
and until the assignee executes and delivers to Landlord any and all
documentation reasonably required by Landlord in order to evidence assignee’s
assumption of all obligations of Tenant hereunder.  Regardless of
whether or not an assignee or sublessee executes and delivers any documentation
to Landlord pursuant to the preceding sentence, any assignee or sublessee shall
be deemed to have automatically attorned to Landlord in the event of any
termination of this Lease.  If this Lease is assigned, or if the
Premises (or any part thereof) are sublet or used or occupied by anyone other
than Tenant, whether or not in violation of this Lease, Landlord or Agent may
(without prejudice to, or waiver of its rights), collect Rent from the assignee,
subtenant

       


      
        
           


        

        
           


           


        

        
           


        

      


      or
occupant.  In the event of an assignment of this Lease and the payment
of consideration from the assignee to the Tenant in connection therewith, 50% of
such consideration (after deducting Tenant’s actual cost of such assignment or
subletting) shall be paid to Landlord.  With respect to the allocable
portion of the Premises sublet, in the event that the total rent and any other
considerations received under any sublease by Tenant is greater than (on a pro
rata and proportionate basis) the total Rent required to be paid, from time to
time, under this Lease, Tenant shall pay to Landlord fifty percent (50%) of such
excess as received from any subtenant and such amount shall be deemed a
component of the Additional Rent. 

       

      9.           COMPLIANCE
WITH LAWS.

       

      9.1.           Compliance
with Laws.  Tenant shall, at its sole expense (regardless of
the cost thereof), comply with all local, state and federal laws, rules,
regulations and requirements now or hereafter in force and all judicial and
administrative decisions in connection with the enforcement thereof
(collectively, “Laws”),
whether such Laws (a) pertain to either or both of the Premises and Tenant’s use
and occupancy thereof; (b) concern or address matters of an environmental
nature; (c) require the making of any structural, unforeseen or extraordinary
changes; and (d) involve a change of policy on the part of the body enacting the
same, including, in all instances described in (a) through (d), but not limited
to, the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.).  If any
license or permit is required for the conduct of Tenant’s business in the
Premises, Tenant, at its expense, shall procure such license prior to the
Commencement Date, and shall maintain such license or permit in good standing
throughout the Term.  Tenant and Landlord shall give prompt notice to
the other party of any written notice it receives of the alleged violation of
any Law or requirement of any governmental or administrative authority with
respect to either or both of the Premises and the use or occupation thereof.
 Landlord warrants that, as of the date that Landlord executes this Lease,
to Landlord’s knowledge, Landlord has not received any notice indicating either
the Building or the Premises is/are in violation of any Law or restrictive
covenant affecting the Building and the Premises.  As used herein,
“Landlord’s knowledge” or words of similar import shall refer only to the actual
(as opposed to deemed, imputed or constructive) knowledge of Jeffrey Thomas and
Max Wilder without inquiry and, notwithstanding any fact or circumstance to the
contrary, shall not be construed to refer to the knowledge of any other person
or entity. Notwithstanding the foregoing, Landlord shall be obligated to repair
and violations of any Laws that existed prior to the Effective Date of the Lease
and was not a result of the Tenant Improvements or otherwise caused by Tenant or
any Tenant Parties, provided that Tenant must provide written notice to Landlord
of any such violation prior to December 31, 2008.

       

      9.2.           Hazardous
Materials.  If, at any time or from time to time during the
Term (or any extension thereof), any Hazardous Material (defined below) is
generated, transported, stored, used, treated or disposed of at, to, from, on or
in the Premises by, or as a result of any act or omission of, any or all of
Tenant and any or all of Tenant Parties (defined below): (i) Tenant shall, at
its own cost, at all times comply (and cause all others to comply) with all Laws
relating to Hazardous Materials, and Tenant shall further, at its own cost,
obtain and maintain in full force and effect at all times all permits and other
approvals required in connection therewith; (ii) Tenant shall promptly provide
Landlord or Agent with complete copies of all communications, permits or
agreements with, from or issued by any governmental authority or agency
(federal, state or local) or any private entity relating in any way to the
presence, release, threat of release, or placement of Hazardous Materials on or
in the Premises or any portion of the Premises, or the generation,
transportation, storage, use, treatment, or disposal at, on, in or from the
Premises, of any Hazardous Materials; (iii) Landlord, Agent and their respective
agents and employees shall have the right to either or both (x) enter the
Premises and (y) conduct appropriate tests, at Tenant’s expense, for the
purposes of ascertaining Tenant’s compliance with all applicable Laws or permits
relating in any way to the generation, transport, storage, use, treatment,
disposal or presence of Hazardous Materials on, at, in or from all or any
portion of the Premises; and (iv) upon written request by Landlord or Agent,
Tenant shall cause to be performed, and shall provide Landlord with the results
of reasonably appropriate tests of air, water or soil to demonstrate that Tenant
complies with all applicable Laws or permits relating in any way to the
generation, transport, storage, use, treatment, disposal or presence of
Hazardous Materials on, at, in or from all or any portion of the
Premises.  This Section 9.2 does not authorize
the generation, transportation, storage, use, treatment or disposal of any
Hazardous Materials at, to, from, on or in the Premises in contravention of this
Section
9.  Tenant covenants to investigate, clean up and otherwise
remediate, at Tenant’s sole expense, any release of Hazardous Materials caused,
contributed to, or created by any or all of (A) Tenant and (B) any or all of
Tenant’s officers, directors, members, managers, partners, invitees, agents,
employees, contractors or representatives (collectively, “Tenant Parties”) during the
Term.  Such investigation and remediation shall be performed only
after Tenant has obtained Landlord’s prior written consent; provided, however,
that Tenant shall be entitled to respond (in a reasonably appropriate manner)
immediately to an emergency without first obtaining such consent.  All
remediation shall be performed in strict compliance with Laws and to the
reasonable satisfaction of Landlord.  Tenant shall not enter into any
settlement agreement, consent decree or other compromise with respect to any
claims relating to any Hazardous Materials in any way connected to the Premises
without first obtaining Landlord’s written consent (which consent may be given
or withheld in Landlord’s sole, but reasonable, discretion) and affording
Landlord the reasonable opportunity to participate in any such
proceedings.  As used herein, the term, “Hazardous Materials,” shall
mean any waste, material or substance (whether in the form of liquids, solids or
gases, and whether or not airborne) that is or may be deemed to be or include a
pesticide, petroleum,

       


      
        
           


        

        
           


           


        

        
           


        

      


      asbestos,
polychlorinated biphenyl, radioactive material, urea formaldehyde or any other
pollutant or contaminant that is or may be deemed to be hazardous, toxic,
ignitable, reactive, corrosive, dangerous, harmful or injurious, or that
presents a risk to public health or to the environment, and that is or becomes
regulated by any Law.  The undertakings, covenants and obligations
imposed on Tenant under this Section 9.2 shall survive the
termination or expiration of this Lease.  Landlord acknowledges and agrees that, as
part of the Tenant Improvements, Tenant will be installing an ammonia-based
refrigeration system into the Premises (the “Refrigeration System”) and, as long as
the Refrigeration System complies with any and all applicable governmental rules
and regulations and the terms of this Section 9.2, the presence of the Refrigeration System at the
Premises shall not be an Event of Default (hereinafter defined) by
Tenant.  Notwithstanding anything
to the contrary contained herein, the Tenant shall be solely responsible for
causing the Refrigeration System to comply with any and all applicable
governmental rules and regulations and the terms of this Section 9.2. 

       

      10.           INSURANCE.

       

      10.1.           Insurance
to be Maintained by Landlord.  Landlord shall
maintain:  (a) a commercial property insurance policy covering the
Premises (at its full replacement cost), but excluding Tenant’s personal
property; (b) commercial general public liability insurance covering Landlord
for claims arising out of liability for bodily injury, death, personal injury,
advertising injury and property damage occurring in and about the Premises and
otherwise resulting from any acts and operations of Landlord, its agents and
employees; (c) rent loss insurance; and (d) any other insurance coverage deemed
appropriate by Landlord or required by Landlord’s lender.  All of the
coverages described in (a) through (d) shall be determined from time to time by
Landlord, in its sole discretion.  All insurance maintained by
Landlord shall be in addition to and not in lieu of the insurance required to be
maintained by the Tenant.

       

      10.2.           Insurance
to be Maintained by Tenant.  Tenant shall purchase, at its own
expense, and keep in force at all times from and after the date of this Lease,
the policies of insurance set forth below (collectively, “Tenant’s
Policies”).  All Tenant’s Policies shall (a) be issued by an
insurance company with a Best’s rating of A or better and otherwise reasonably
acceptable to Landlord and shall be licensed to do business in the state in
which the Premises is located; (b) provide that said insurance shall not be
canceled or materially modified unless 30 days’ prior written notice shall have
been given to Landlord; (c) provide for deductible amounts that are reasonably
acceptable to Landlord (and its lender, if applicable) and (d) otherwise be in
such form, and include such coverages, as Landlord may reasonably
require.  The Tenant’s Policies
described in (i) and (ii) below shall (1)
provide coverage on an occurrence basis; (2) name Landlord (and its lender, if
applicable) as an additional insured; (3) provide coverage, to the extent
insurable, for the indemnity obligations of Tenant under this Lease;
(4)
contain a separation of insured parties provision; (5) be primary, not
contributing with, and not in excess of, coverage that Landlord may carry; and
(6)
provide coverage with no exclusion for a pollution incident arising from a
hostile fire. All Tenant’s Policies (or, at Landlord’s option,
Certificates of Insurance and applicable endorsements, including, without
limitation, an
"Additional Insured-Managers or Landlords of Premises" endorsement) shall be
delivered to Landlord prior to the Commencement Date and renewals thereof shall
be delivered to Landlord’s notice addresses at least 30 days prior to the
applicable expiration date of each Tenant’s Policy.  In the event that
Tenant fails, at any time or from time to time, to comply with the requirements
of the preceding sentence and such failure continues for five (5) days after
written notice from Landlord,  Landlord may (i) order such insurance
and charge the cost thereof to Tenant, which amount shall be payable by Tenant
to Landlord upon demand, as Additional Rent or (ii) impose on Tenant, as
Additional Rent, a monthly delinquency fee, for each month during which Tenant
fails to comply with the foregoing obligation, in an amount equal to five
percent (5%) of the monthly Base Rent then in effect.  Tenant shall
give prompt notice to Landlord and Agent of any bodily injury, death, personal
injury, advertising injury or property damage occurring in and about the
Premises.

       

      Tenant shall purchase and maintain, throughout the Term,
a Tenant’s Policy(ies) of (i) commercial general or excess liability insurance,
including personal injury and property damage, in the amount of not less than
$2,000,000.00 per occurrence, and $5,000,000.00 annual general aggregate, per
location (such limits may be provided through a combination or primary and
excess policies); (ii) comprehensive automobile liability insurance covering
Tenant against any personal injuries or deaths of persons and property damage
based upon or arising out of the ownership, use, occupancy or maintenance of a
motor vehicle at the Premises and all areas appurtenant thereto in the amount of
not less than $1,000,000, combined single limit; (iii) commercial property
insurance covering Tenant’s personal
property; and (iv) workers’ compensation
insurance per the applicable state statutes covering all employees of
Tenant.

       

      10.3.           Waiver of
Subrogation.  Notwithstanding anything to the contrary in this Lease,
Landlord and Tenant mutually waive their respective rights of recovery against
each other and each other’s officers, directors, constituent partners, members,
agents and employees, and (to the extent
such parties waive their rights of subrogation against Tenant) Tenant further waives such rights against (a) each
lessor under any ground or underlying lease encumbering the Premises and (b)
each lender under any mortgage or deed of trust or other lien encumbering the
Premises (or any portion thereof or interest therein), to the extent any
loss

       


      
        
           


        

        
           


           


        

        
           


        

      


      is insured against or required to be insured against
under this Lease, including, but not limited to, losses, deductibles or
self-insured retentions covered by Landlord’s or Tenant’s commercial property,
general liability, automobile liability or workers’ compensation policies
described above,  This provision is intended to waive, fully and for
the benefit of each party to this Lease, any and all rights and claims that
might give rise to a right of subrogation by any insurance
carrier.  Each party shall cause its respective insurance policy(ies)
to be endorsed to evidence compliance with such waiver.

       

      11.           ALTERATIONS.  Tenant
may, from time to time, at its expense, make alterations or improvements in and
to the Premises (hereinafter collectively referred to as “Alterations”; provided that
this term shall not apply to the Tenant Improvements, which are governed by
other provisions), provided that Tenant first obtains the written consent of
Landlord, which shall not be unreasonably withheld, delayed or conditioned. All
of the following shall apply with respect to all Alterations:  (a) the
Alterations are non-structural and the structural integrity of the Premises
shall not be affected; (b) the proper functioning of the mechanical, electrical,
heating, ventilating, air-conditioning (“HVAC”), sanitary and other
service systems of the Premises shall not be adversely affected; and (c) Tenant
shall have appropriate insurance coverage, reasonably satisfactory to Landlord,
regarding the performance and installation of the
Alterations.  Additionally, before proceeding with any Alterations,
Tenant shall (i) at Tenant’s expense, obtain all necessary governmental permits
and certificates for the commencement and prosecution of Alterations; (ii) if
Landlord’s consent is required for the planned Alteration, submit to Landlord,
for its written approval, working drawings, plans and specifications and all
permits for the work to be done and Tenant shall not proceed with such
Alterations until it has received Landlord’s approval (if required), , which
shall not be unreasonably withheld, delayed or conditioned, and which shall be
given or declined within ten (10) business days.  If Landlord declined
to give its consent Landlord shall provide the reasons with reasonably
specificity, and Tenant may resubmit a request for approval which addresses such
reasons, which shall again but subject to the above-referenced 10-day provision;
and (iii) cause any contractors or others engaged to perform the Alterations to
deliver to Landlord certificates of insurance (in a form reasonably acceptable
to Landlord) evidencing policies of commercial general liability insurance
(providing the same coverages as required in Section 10 above) and workers’
compensation insurance.  Such insurance policies shall satisfy the
obligations imposed under Section 10.  Tenant
shall cause the Alterations to be performed in compliance with all applicable
permits, Laws and requirements of public authorities, and any other reasonably
restrictions that Landlord may impose on the Alterations.  Tenant
shall cause the Alterations to be diligently performed in a good and workmanlike
manner, using new materials and equipment at least equal in quality and class to
the standards for the Premises established by Landlord.  With respect
to any and all Alterations for which Landlord’s consent is required, Tenant
shall provide Landlord with “as built” plans, copies of all construction
contracts, governmental permits and certificates and proof of payment for all
labor and materials, including, without limitation, copies of paid invoices and
final lien waivers.  If Landlord’s consent to any Alterations is
required, and Landlord provides that consent, then at the time Landlord so
consents, Landlord shall also advise Tenant whether or not Landlord shall
require that Tenant remove such Alterations at the expiration or termination of
this Lease.  

       

      12.           LANDLORD’S
AND TENANT’S PROPERTY.  All fixtures, machinery, equipment,
improvements and appurtenances built into the Premises at the commencement of,
or during the Term, whether or not placed there by or at the expense of Tenant,
shall become and remain a part of the Premises; shall be deemed the property of
Landlord (the “Landlord’s
Property”), without compensation or credit to Tenant; and shall not be
removed by Tenant at the Expiration Date unless Landlord requires their removal
(including, but not limited to, Alterations pursuant to Section
10.3).  Further, any personal property in the Premises on the
Commencement Date, movable or otherwise, unless installed and paid for by
Tenant, shall also constitute Landlord’s Property and shall not be removed by
Tenant.  Notwithstanding the foregoing, the Tenant Improvements shall
not constitute Landlord’s Property.  In no event shall Tenant remove
any of the following materials or equipment without Landlord’s prior written
consent (which consent may be given or withheld in Landlord’s sole
discretion):  any power wiring or power panels, lighting or lighting
fixtures, wall or window coverings, carpets or other floor coverings, heaters,
air conditioners or any other HVAC equipment, fencing or security gates, or
other similar building operating equipment and decorations. At or before
the Expiration Date, or the date of any earlier termination, Tenant, at its
expense, shall remove from the Premises all of Tenant’s personal property and
any Alterations that Landlord requires be removed pursuant to Section 10.3, and Tenant shall
repair (to Landlord’s reasonable satisfaction) any damage to the Premises
resulting from either or both of such installation and removal.  Any
other items of Tenant’s personal property that remain in the Premises after the
Expiration Date, or following an earlier termination date, may, at the option of
Landlord, be deemed to have been abandoned, and in such case, such items may be
retained by Landlord as its property or be disposed of by Landlord, in
Landlord’s sole and absolute discretion and without accountability, at Tenant’s
expense.  Notwithstanding the foregoing, if Tenant is in default
beyond any applicable cure period provided herein and under the terms of this
Lease, Tenant may remove Tenant’s personal property from the Premises only upon
the express written direction of Landlord.  The foregoing sentence
shall not apply to Tenant’s inventory.

       


      
        
           


        

        
           


           


        

        
           


        

      


      13.           REPAIRS
AND MAINTENANCE.

       

      13.1.           Tenant
Responsibilities.  Tenant acknowledges that, with full
awareness of its obligations under this Lease, Tenant has accepted the
condition, state of repair and appearance of the Premises.  Except for
events of damage, destruction or casualty to the Premises (as addressed in
Section 18 below), Tenant agrees that, at its sole expense, it shall put, keep
and maintain the Premises, including any Alterations and any altered, rebuilt,
additional or substituted buildings, structures and other improvements thereto
or thereon, in a good and safe condition, repair and appearance (collectively,
the “Required
Condition”) and shall make all repairs and replacements necessary
therefore.  Without limiting the foregoing, Tenant shall promptly make
all structural and nonstructural, foreseen and unforeseen, ordinary and
extraordinary changes, replacements and repairs of every kind and nature, and
correct any patent or latent defects in the Premises, which may be required to
put, keep and maintain the Premises in the Required Condition.  Tenant
will keep the Premises orderly and free and clear of rubbish.  Tenant
covenants to perform or observe all terms, covenants and conditions of any
easement, restriction, covenant, declaration or maintenance agreement
(collectively, “Easements”) to which the
Premises are currently subject or become subject pursuant to this Lease, whether
or not such performance is required of Landlord under such Easements, including,
without limitation, payment of all amounts due from Landlord or Tenant (whether
as assessments, service fees or other charges) under such
Easements.  Each party shall deliver to the other party promptly, but
in no event later than five (5) business days after receipt thereof, copies of
all written notices received from any party thereto regarding the non-compliance
of the Premises or Landlord’s or Tenant’s performance of obligations under any
Easements.  Tenant shall, at its expenses, use reasonable efforts to
enforce compliance with any Easements benefiting the Premises by any other
person or entity or property subject to such Easement. Landlord shall not be
required to maintain, repair or rebuild, or to make any alterations,
replacements or renewals of any nature to the Premises, or any part thereof,
whether ordinary or extraordinary, structural or nonstructural, foreseen or not
foreseen, or to maintain the Premises or any part thereof in any way or to
correct any patent or latent defect therein.  Tenant hereby expressly
waives any right to make repairs at the expense of Landlord which may be
provided for in any Law in effect at the Effective Date of the Lease or that may
thereafter be enacted.  If Tenant shall vacate or abandon the
Premises, it shall give Landlord immediate written notice thereof.
Notwithstanding anything to the contrary contained herein, Landlord shall be
responsible for the lawn care and landscaping and Tenant shall be solely
responsible, at Tenant’s sole cost, for snow removal at the Premises and
maintenance of the fire maintenance systems of the Premises.

       

      13.2.           HVAC
Maintenance Contract.  Tenant shall also maintain, in full
force and effect, a preventative maintenance and service contract with a
reputable service provider for maintenance of any of the HVAC systems of the
Premises (the “HVAC Maintenance
Contract”).  The terms and provisions of any such HVAC
Maintenance Contract shall require that the service provider maintain the
Premises’ HVAC system in accordance with the manufacturer’s recommendations and
otherwise in accordance with normal, customary and reasonable practices in the
geographic area in which the Premises is located and for HVAC systems comparable
to the Premises’ HVAC system. Within 30 days following the Commencement
Date, Tenant shall procure and deliver to Landlord the HVAC Maintenance Contract
for any HVAC systems currently existing. In the event Tenant installs any
additional HVAC systems at the Premises, Tenant shall obtain a HVAC Maintenance
Contract for such HVAC systems.  Thereafter, Tenant shall provide to
Landlord a copy of renewals or replacements of such HVAC Maintenance Contract no
later than 30 days prior to the then-applicable expiry date of the existing HVAC
Maintenance Contract.  If Tenant fails to timely deliver to Landlord
the HVAC Maintenance Contract (or any applicable renewal or replacement
thereof), then Landlord shall have the right to contract directly for the
periodic maintenance of the HVAC systems in the Premises and to charge the cost
thereof back to Tenant as Additional Rent.

       

      14.           UTILITIES.  Tenant
shall purchase all utility services and shall provide for scavenger, cleaning
and extermination services.  Tenant shall pay the utility charges for
the Premises directly to the utility or municipality providing such service, all
charges shall be paid by Tenant before they become delinquent.  Tenant
shall be solely responsible for the repair and maintenance of any meters
necessary in connection with such services.  Tenant’s use of
electrical energy in the Premises shall not, at any time, exceed the capacity of
either or both of (x) any of the electrical conductors and equipment in or
otherwise servicing the Premises; and (y) the HVAC systems of the
Premises.

       

      15.           INVOLUNTARY
CESSATION OF SERVICES.  Landlord reserves the right, without
any liability to Tenant and without affecting Tenant’s covenants and obligations
hereunder, to stop service of any or all of the HVAC, electric, sanitary,
elevator (if any), and other systems serving the Premises, or to stop any other
services required by Landlord under this Lease, whenever and for so long as may
be necessary by reason of (i) accidents, emergencies, strikes, or (ii) any other
cause beyond Landlord’s reasonable control, if and
only if all of such stoppages are believed to be, in Landlord’s discretion,
absolutely necessary to effect any repairs to the Premises or if Landlord is requested or required by any
governmental or quasi-governmental authority to stop such
services.  Further, it is also understood and agreed that
Landlord or Agent shall have no liability or responsibility for a cessation of
services to the Premises that occurs as a result of causes beyond Landlord’s or
Agent’s reasonable control.  No such interruption of service shall be
deemed an eviction or disturbance of Tenant’s use and possession of the Premises
or any part thereof, or render Landlord or Agent liable to Tenant for damages,
or relieve Tenant from performance of Tenant’s obligations under this Lease,
including, but not limited to, the obligation to pay Rent; provided, however,
that if any interruption of services persists for a period in excess of five (5)
consecutive business days Tenant shall, as Tenant’s sole remedy, be entitled to
a proportionate abatement of Rent to the extent, if any, of any actual loss of
use of the Premises by Tenant.

       


      
        
           


        

        
           


           


        

        
           


        

      

       

      16.           LANDLORD’S
RIGHTS.  Landlord, Agent and their respective agents, employees
and representatives shall have the right to enter and/or pass through the
Premises at any time or times upon reasonable prior notice (except in the event
of emergency) to examine and inspect the Premises and to show them to actual and
prospective lenders, prospective purchasers or mortgagees of the Premises or
providers of capital to Landlord and its affiliates; and in connection with the
foregoing, to install a sign at or on the Premises to advertise the Premises for
lease or sale; during the period of six months prior to the Expiration Date (or
at any time, if Tenant has vacated or abandoned the Premises or is otherwise in
default under this Lease), Landlord and its agents may exhibit the Premises to
prospective tenants.  Additionally, Landlord and Agent shall have the
following rights with respect to the Premises, exercisable without notice to
Tenant, without liability to Tenant, and without being deemed an eviction or
disturbance of Tenant’s use or possession of the Premises or giving rise to any
claim for setoff or abatement of Rent:  (i) to have pass keys, access
cards, or both, to the Premises; and (ii) to decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant vacates
or abandons the Premises for more than 30 consecutive days or without notice to
Landlord of Tenant’s intention to reoccupy the Premises.

       

      17.           NON-LIABILITY
AND INDEMNIFICATION.

       

      17.1.           Non-Liability.  None
of Landlord, Agent, any other managing agent, or their respective affiliates,
owners, partners, directors, officers, agents and employees shall be liable to
Tenant for any loss, injury, or damage, to Tenant or to any other person, or to
its or their property, irrespective of the cause of such injury, damage or loss;
provided, however, that the preceding limitation shall not be construed to limit
or negate Landlord’s obligations under Section 17.3
below.  In the event that Landlord’s indemnity under Section 17.3 is applicable, it
shall apply only as and to the specific extent expressly provided in Section
17.3.  Further, none of Landlord, Agent, any other managing
agent, or their respective affiliates, owners, partners, directors, officers,
agents and employees shall be liable to Tenant (a) for any damage caused by
other persons in, upon or about the Premises, or caused by operations in
construction of any public or quasi-public work; (b) for consequential or
indirect damages, including those purportedly arising out of any loss of use of
the Premises or any equipment or facilities therein by Tenant or any person
claiming through or under Tenant; (c) for any defect in the Premises; or (d) for
injury or damage to person or property caused by fire, or theft, or resulting
from the operation of heating or air conditioning or lighting apparatus, or from
falling plaster, or from steam, gas, electricity, water, rain, snow, ice, or
dampness, that may leak or flow from any part of the Premises, or from the
pipes, appliances or plumbing work of the same.

       

      17.2.           Tenant
Indemnification.  Except in the event of, and to the extent of,
Landlord’s negligence, sole negligence or willful misconduct, Tenant hereby
indemnifies, defends, and holds Landlord, Agent, Landlord’s members and their
respective affiliates, owners, partners, members, directors, officers, agents
and employees (collectively, “Landlord Indemnified Parties”)
harmless from and against any and all Losses (defined below) arising from or in
connection with any or all of:  (a) the conduct or management of the
Premises or any business therein, or any work or Alterations done, or any
condition created by any or all of Tenant and Tenant Parties in or about the
Premises during the Term or during the period of time, if any, prior to the
Commencement Date that Tenant has possession of, or is given access to the
Premises; (b) any act, omission or negligence of any or all of Tenant and Tenant
Parties; (c) any accident, injury or damage whatsoever occurring in, at or upon
the Premises and caused by any or all of Tenant and Tenant Parties; (d) any
breach by Tenant of any or all of its warranties, representations and covenants
under this Lease; (e) any actions necessary to protect Landlord’s interest under
this Lease in a bankruptcy proceeding or other proceeding initiated by or
against Tenant under the Bankruptcy Code; (f) the creation or existence of any
Hazardous Materials in, at, on or under the Premises, if and to the extent
brought to the Premises or caused by Tenant or any party within Tenant’s
control; and (g) any violation or alleged violation by any or all of Tenant and
Tenant Parties of any Law (collectively, “Tenant’s Indemnified
Matters”).  In case any action or proceeding is brought against
any or all of Landlord and the Landlord Indemnified Parties by reason of any of
Tenant’s Indemnified Matters, Tenant, upon notice from any or all of Landlord,
Agent or any Superior Party (defined below), shall resist and defend such action
or proceeding by counsel reasonably satisfactory to Landlord.  The
term “Losses” shall mean
all claims, demands, expenses, actions, judgments, damages (actual, but not
consequential), penalties, fines, liabilities, losses of every kind and nature,
suits, administrative proceedings, costs and fees, including, without
limitation, attorneys’ and consultants’ reasonable fees and expenses, and the
costs of cleanup, remediation, removal and restoration, that are in any way
related to any matter covered by the foregoing indemnity.  The
provisions of this Section
17.2 shall survive the expiration or termination of this
Lease.

       

      
        17.3.           Landlord
Indemnification.  Landlord hereby indemnifies, defends and
holds Tenant harmless from and against any and all Losses actually suffered or
incurred by Tenant as the sole and direct result of any negligent, willful or
intentional acts or omissions of any or all of Landlord, Agent and any parties
within the direct and sole control of either or both of Landlord and
Agent.  Notwithstanding anything to the contrary set forth in this
Lease, however, in all events and under all circumstances, the liability of
Landlord to Tenant, whether under this Section 17.3 or any other
provision of this Lease, shall be limited to the interest of Landlord in the
Premises, and Tenant agrees to look solely to Landlord’s interest in the
Premises for the recovery of any judgment or award against Landlord, it being
intended that Landlord shall not be personally liable for any judgment or
deficiency.  The provisions of this Section 17.3 shall survive the
expiration or termination of this Lease.

      


      
        
           


        

        
           


           


        

        
           


        

      

       

      17.4.           Force
Majeure.  Each of the obligations of Tenant (except the
obligation to pay Rent and the obligation to maintain insurance, and provide
evidence thereof, in accordance with Section 10.2) and each of the
obligations of Landlord, shall be excused, and neither Landlord nor Tenant shall
have any liability whatsoever to the other, to the extent that any failure to
perform, or delay in performing such obligation arises out of either or both of
(a) any labor dispute, governmental preemption of property in connection with a
public emergency or shortages of fuel, supplies, or labor, or any other cause,
whether similar or dissimilar, beyond Landlord’s or Tenant’s, as the case may
be, reasonable control; or (b) any failure or defect in the supply, quantity or
character of utilities furnished to the Premises, or by reason of any
requirement, act or omission of any public utility or others serving the
Premises, beyond Landlord’s or Tenant’s, as the case may be, reasonable
control.

       

      18.           DAMAGE OR
DESTRUCTION.

       

      18.1.           Notification
and Repair; Rent Abatement.  Tenant shall give prompt notice to
Landlord and Agent of (a) any fire or other casualty to the Premises, and (b)
any damage to, or defect in, any part or appurtenance of the Premises’ sanitary,
electrical, HVAC, or other systems.  In the event that, as a result of
Tenant’s failure to promptly notify Landlord pursuant to the preceding sentence,
Landlord’s insurance coverage is compromised or adversely affected, then Tenant
is and shall be responsible for the payment to Landlord of any insurance
proceeds that Landlord’s insurer fails or refuses to pay to Landlord as a result
of the delayed notification.  Subject to the provisions of Section 18.2 below, if the
Premises is damaged by fire or other insured casualty, Landlord shall repair
(or cause Agent to repair) the damage and restore and rebuild the Premises
(except Tenant’s personal property) with reasonable dispatch after the
adjustment of the insurance proceeds attributable to such
damage.  Landlord (or Agent, as the case may be) shall use its
diligent, good faith efforts to make such repair or restoration promptly and in
such manner as not to unreasonably interfere with Tenant’s use and occupancy of
the Premises, but Landlord or Agent shall not be required to do such repair or
restoration work except during normal business hours of business
days.  Provided that any damage to the Premises is not caused by, or
is not the result of acts or omissions by, any or all of Tenant and Tenant
Parties, if the Premises are partially damaged by fire or other casualty, the
Rent shall be proportionally abated to the extent of any actual loss of use of
the Premises by Tenant.

       

      18.2.           Total
Destruction.  If the Premises shall be totally destroyed by
fire or other casualty, or if the Premises shall be so damaged by fire or other
casualty that (in the reasonable opinion of a reputable contractor or architect
designated by Landlord):  (i) its repair or restoration requires more
than one hundred eighty (180) days or (ii) such repair or restoration requires
the expenditure of more than fifty percent (50%) of the full insurable value of
the Premises immediately prior to the casualty, Landlord and Tenant shall each
have the option to terminate this Lease (by so advising the other, in writing)
within ten (10) days after said contractor or architect delivers written notice
of its opinion to Landlord and Tenant, but in all events prior to the
commencement of any restoration of the Premises by
Landlord.  Additionally, if the damage (x) is less than the amount
stated in (ii) above, but more than ten percent (10%) of the full insurable
value of the Premises; and (y) occurs during the last two years of Lease Term,
then Landlord, but not Tenant, shall have the option to terminate this Lease
pursuant to the notice and within the time period established pursuant to the
immediately preceding sentence.  In the event of a termination
pursuant to either of the preceding two (2) sentences, the termination shall be
effective as of the date upon which either Landlord or Tenant, as the case may
be, receives timely written notice from the other terminating this Lease
pursuant to the preceding sentence.  If neither Landlord nor Tenant
timely delivers a termination notice, this Lease shall remain in full force and
effect.  Notwithstanding the foregoing, if (A) any holder of a
mortgage or deed of trust encumbering the Premises or landlord pursuant to a
ground lease encumbering the Premises (collectively, “Superior Parties”) or other
party entitled to the insurance proceeds fails to make such proceeds available
to Landlord in an amount sufficient for restoration of the Premises, or (B) the
issuer of any commercial property insurance policies on the Premises fails to
make available to Landlord sufficient proceeds for restoration of the Premises,
then Landlord may, at Landlord’s sole option, terminate this Lease by giving
Tenant written notice to such effect within thirty (30) days after Landlord
receives notice from the Superior Party or insurance company, as the case may
be, that such proceeds shall not be made available, in which event the
termination of this Lease shall be effective as of the date Tenant receives
written notice from Landlord of Landlord’s election to terminate this
Lease.  Landlord shall have no liability to Tenant, and Tenant shall
not be entitled to terminate this Lease by virtue of any delays in completion of
repairs and restoration.  For
purposes of this Section
18.2 only, “full
insurable value” shall mean replacement cost, less the cost of footings,
foundations and other structures below grade.

         

        19.           EMINENT
DOMAIN.  If the whole, or any substantial (as reasonably
determined by Landlord) portion, of the Premises is taken or condemned for any
public use under any Law or by right of eminent domain, or by private purchase
in lieu thereof, and such taking would prevent or materially interfere with the
Permitted Use of the Premises, this Lease shall terminate effective when the
physical taking of said Premises occurs.  If less than a substantial
portion of the Premises is so taken or condemned, 

      

       


      
        
           


        

        
           


           


        

        
           


        

      


      or if the
taking or condemnation is temporary (regardless of the portion of the Premises
affected), this Lease shall not terminate, but the Rent payable hereunder shall
be proportionally abated to the extent of any actual loss of use of the Premises
by Tenant.  Landlord shall be entitled to any and all payment, income,
rent or award, or any interest therein whatsoever, which may be paid or made in
connection with such a taking or conveyance, and Tenant shall have no claim
against Landlord for the value of any unexpired portion of this
Lease.  Notwithstanding the foregoing, any compensation specifically
and independently awarded to Tenant for loss of business or goodwill, or for its
personal property, shall be the property of Tenant.

       

      20.           SURRENDER
AND HOLDOVER.  On the last day of the Term, or upon any earlier
termination of this Lease, or upon any re-entry by Landlord upon the
Premises:  (a) Tenant shall quit and surrender the Premises to
Landlord “broom-clean” (as defined by Exhibit E attached hereto and
incorporated herein by reference), and in a condition that would reasonably be
expected with normal and customary use in accordance with prudent operating
practices and in accordance with the covenants and requirements imposed under
this Lease, subject only to ordinary wear and tear (as is attributable to
deterioration by reason of time and use, in spite of Tenant’s reasonable care)
and such damage or destruction as Landlord is required to repair or restore
under this Lease; provided, however, Tenant shall remove all of the Tenant
Improvements and restore the Premises to a dry, shell condition, including
without limitation, the removal of the Refrigeration Systems and structures
(provided, however, the floors of the freezer, cooler and/or cold dock areas may
remain so long as there is no evidence of heaving or buckling and the floor load
is equal to or exceeds the design parameters of the rest of the warehouse
floor), lawfully disposing of any and all of the ammonia or other chemicals that
supply the Refrigeration System (in accordance with any and all applicable
laws), returning the sprinklers to their original condition and capping any and
all floor piping; (b) Tenant shall remove all of Tenant’s personal property
therefrom, except as otherwise expressly provided in this Lease; and (c) Tenant
shall surrender to Landlord any and all keys, access cards, computer codes or
any other items used to access the Premises.  Landlord shall be
permitted to inspect the Premises in order to verify compliance with this Section 20 at any time prior
to (x) the Expiration Date, (y) the effective date of any earlier termination of
this Lease, or (z) the surrender date otherwise agreed to in writing by Landlord
and Tenant.  The obligations imposed under the first sentence of this
Section 20 shall survive
the termination or expiration of this Lease.  If Tenant remains in
possession after the Expiration Date hereof or after any earlier termination
date of this Lease or of Tenant’s right to
possession:  (i)  Tenant shall be deemed a
tenant-at-will;  (ii) Tenant shall pay 150% of the aggregate of all
Rent last prevailing hereunder, and also shall pay all actual damages sustained
by Landlord, directly by reason of Tenant’s remaining in possession after the
expiration or termination of this Lease;  (iii) there shall be no
renewal or extension of this Lease by operation of law; and (iv) the
tenancy-at-will may be terminated by either party hereto upon 30 days’ prior
written notice given by the terminating party to the non-terminating
party.  The provisions of this Section 20 shall not
constitute a waiver by Landlord of any re-entry rights of Landlord provided
hereunder or by law.

       

      21.           EVENTS OF
DEFAULT.

       

      21.1.           Bankruptcy
of Tenant.  It shall be a default by Tenant under this Lease
(“Default” or “Event of Default”) if Tenant
makes an assignment for the benefit of creditors, or files a voluntary petition
under any state or federal bankruptcy (including the United States Bankruptcy
Code) or insolvency law, or an involuntary petition is filed against Tenant
under any state or federal bankruptcy (including the United States Bankruptcy
Code) or insolvency law that is not dismissed within ninety (90) days after
filing, or whenever a receiver of Tenant, or of, or for, the property of Tenant
shall be appointed, or Tenant admits it is insolvent or is not able to pay its
debts as they mature.

       

      21.2.           Default
Provisions.  In addition to any Default arising under Section 21.1 above, each of
the following shall constitute a Default:  (a) if Tenant fails to pay
Rent or any other payment when due hereunder within five days after written
notice from Landlord of such failure to pay on the due date; provided, however,
that if in any consecutive twelve (12) month period, Tenant shall, on two (2)
separate occasions, fail to pay any installment of Rent on the date such
installment of Rent is due, then, on the third such occasion and on each
occasion thereafter on which Tenant shall fail to pay an installment of Rent on
the date such installment of Rent is due, Landlord shall be relieved from any
obligation to provide notice to Tenant, and Tenant shall then no longer have a
five (5) day period in which to cure any such failure; (b) if Tenant fails,
whether by action or inaction, to timely comply with, or satisfy, any or all of
the obligations imposed on Tenant under this Lease (other than the obligation to
pay Rent) for a period of thirty (30) days after Landlord’s delivery to Tenant
of written notice of such default under this Section 21.2(b); provided,
however, that if the default cannot, by its nature, be cured within such thirty
(30) day period, but Tenant commences and diligently pursues a cure of such
default promptly within the initial thirty (30) day cure period, then Landlord
shall not exercise its remedies under Section 22 unless such default
remains uncured for more than sixty (60) days after the initial delivery of
Landlord’s original default notice; and, at Landlord’s election, (c) if Tenant
vacates or abandons the Premises during the Term.

       


      
        
           


        

        
           


           


        

        
           


        

      

       

      22.           RIGHTS
AND REMEDIES.

       

      22.1.           Landlord’s
Cure Rights Upon Default of Tenant.  If a Default occurs, then
Landlord may (but shall not be obligated to) cure or remedy the Default for the
account of, and at the expense of, Tenant, but without waiving such
Default.

       

      22.2.           Landlord’s
Remedies.  In the event of any Default by Tenant under this
Lease, Landlord, at its option, may, in addition to any and all other rights and
remedies provided in this Lease or otherwise at law or in equity, do or perform
any or all of the following:

       

      22.2.1.         Terminate
Tenant’s right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Tenant shall immediately surrender possession to
Landlord.  In such event, Landlord shall be entitled to recover from
Tenant all of:  (i) the unpaid Rent that is accrued and unpaid as of
the date on which this Lease is terminated; (ii) the worth, at the time of
award, of the amount by which (x) the unpaid Rent that would otherwise be due
and payable under this Lease (had this Lease not been terminated) for the period
of time from the date on which this Lease is terminated through the Expiration
Date exceeds (y) the amount of such rental loss that the Tenant proves could
have been reasonably avoided; and (iii) any other amount necessary to compensate
Landlord for all the detriment proximately caused by the Tenant’s failure to
perform its obligations under this Lease or which, in the ordinary course of
events, would be likely to result therefrom, including but not limited to, the
cost of recovering possession of the Premises, expenses of reletting, including
renovation and alteration of the Premises, reasonable attorneys’ fees, and that
portion of any leasing commission paid by Landlord in connection with this Lease
applicable to the unexpired Term (as of the date on which this Lease is
terminated).  The worth, at the time of award, of the amount referred
to in provision (ii) of the immediately preceding sentence shall be computed by
discounting such amount at the current yield, as of the date on which this Lease
is terminated under this Section 22.2.1, on United
States Treasury Bills having a maturity date closest to the stated Expiration
Date of this Lease, plus one percent per annum.  Efforts by Landlord
to mitigate damages caused by Tenant’s Default shall not waive Landlord’s right
to recover damages under this Section 22.2.  If
this Lease is terminated through any unlawful entry and detainer action,
Landlord shall have the right to recover in such proceeding any unpaid Rent and
damages as are recoverable in such action, or Landlord may reserve the right to
recover all or any part of such Rent and damages in a separate suit;
or

       

      22.2.2.         Continue
the Lease and either (a) continue Tenant’s right to possession or (b) terminate
Tenant’s right to possession and in the case of either (a) or (b), recover the
Rent as it becomes due.  Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Landlord’s interests shall not
constitute a termination of the Tenant’s right to possession; or

       

      22.2.3.         Pursue
any other remedy now or hereafter available under the laws of the state in which
the Premises are located.

       

      22.2.4.         Without
limitation of any of Landlord’s rights in the event of a Default by Tenant,
Landlord may also exercise its rights and remedies with respect to any Security
under Section 4.3
above.

       

      Any and
all personal property of Tenant that may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law may be handled,
removed or stored by Landlord at the sole risk, cost and expense of Tenant, and
in no event or circumstance shall Landlord be responsible for the value,
preservation or safekeeping thereof.  Tenant shall pay to Landlord,
upon demand, any and all expenses incurred in such removal and all storage
charges for such property of Tenant so long as the same shall be in Landlord’s
possession or under Landlord’s control.  Any such property of Tenant
not removed from the Premises as of the Expiration Date or any other earlier
date on which this Lease is terminated shall be conclusively presumed to have
been conveyed by Tenant to Landlord under this Lease as in a bill of sale,
without further payment or credit by Landlord to Tenant.  Neither
expiration or termination of this Lease nor the termination of Tenant’s right to
possession shall relieve Tenant from its liability under the indemnity
provisions of this Lease.

       

      22.3.           Additional
Rights of Landlord.  All sums advanced by Landlord or Agent on
account of Tenant under this Section, or pursuant to any other provision of this
Lease, and all Base Rent and Additional Rent, if delinquent or not paid by
Tenant and received by Landlord when due hereunder, shall bear interest (“Default Interest”) at the rate
of five percent (5%) per annum above the “prime” or “reference” or “base” rate
(on a per annum basis) of interest publicly announced as such, from time to
time, by the JPMorgan Chase Bank, NA, or its successor, from the due date
thereof until paid, and such interest shall be and constitute Additional Rent
and be due and payable upon Landlord’s or Agent’s submission of an invoice
therefor.  The various rights, remedies and elections of Landlord
reserved, expressed or contained herein are cumulative and no one of them shall
be deemed to be exclusive of the others or of such other rights, remedies,
options or elections as are now or may hereafter be conferred upon Landlord by
law.

       


      
        
           


        

        
           


           


        

        
           


        

      

       

      22.4.           Event of
Bankruptcy.  In addition to, and in no way limiting the other
remedies set forth herein, Landlord and Tenant agree that if Tenant ever becomes
the subject of a voluntary or involuntary bankruptcy, reorganization,
composition, or other similar type proceeding under the federal bankruptcy laws,
as now enacted or hereinafter amended, then:  (a) “adequate assurance
of future performance” by Tenant pursuant to Bankruptcy Code Section 365 will
include (but not be limited to) payment of an additional/new security deposit in
the amount of three times the then current Base Rent payable hereunder; (b) any
person or entity to which this Lease is assigned, pursuant to the provisions of
the Bankruptcy Code, shall be deemed, without further act or deed, to have
assumed all of the obligations of Tenant arising under this Lease on and after
the effective date of such assignment, and any such assignee shall, upon demand
by Landlord, execute and deliver to Landlord an instrument confirming such
assumption of liability; (c) notwithstanding anything in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated as “Rent”, shall constitute “rent”
for the purposes of Section 502(b)(6) of the Bankruptcy Code; and (d) if this
Lease is assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, any and all monies or other considerations payable or otherwise
to be delivered to Landlord or Agent (including Base Rent, Additional Rent and
other amounts hereunder), shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the bankruptcy estate of
Tenant.  Any and all monies or other considerations constituting
Landlord’s property under the preceding sentence not paid or delivered to
Landlord or Agent shall be held in trust by Tenant or Tenant’s bankruptcy estate
for the benefit of Landlord and shall be promptly paid to or turned over to
Landlord.

       

      22.5.           WAIVER OF NOTICE UNDER
PENNSYLVANIA LANDLORD AND TENANT ACT.  IF PROCEEDINGS ARE
COMMENCED BY LANDLORD TO RECOVER POSSESSION UNDER THE ACTS OF ASSEMBLY AND RULES
OF CIVIL PROCEDURE, UPON THE EXPIRATION OR EARLIER TERMINATION OF THE TERM, OR
FOR NON-PAYMENT OF RENT OR ANY OTHER REASON, TENANT SPECIFICALLY WAIVES THE
RIGHT TO THE NOTICES REQUIRED BY THE LANDLORD AND TENANT ACT OF 1951, AS THE
SAME MAY BE AMENDED, AND AGREES THAT TEN
(10) DAYS' NOTICE SHALL BE SUFFICIENT IN
ALL CASES, EXCEPT WHERE OTHERWISE PROVIDED HEREIN.

       

      23.           BROKER.  Tenant
covenants, warrants and represents that the broker set forth in Section 1.7(A) was the only
broker to represent Tenant in the negotiation of this Lease (“Tenant’s
Broker”).  Landlord covenants, warrants and represents that the
broker set forth in Section
1.7(B) was the only broker to represent Landlord in the negotiation of
this Lease (“Landlord’s
Broker”).  Landlord shall be solely responsible for paying the
commission of Landlord’s Broker and Tenant’s Broker.  Each party
agrees to and hereby does defend, indemnify and hold the other harmless against
and from any brokerage commissions or finder’s fees or claims therefor by a
party claiming to have dealt with the indemnifying party and all costs, expenses
and liabilities in connection therewith, including, without limitation,
reasonable attorneys’ fees and expenses, for any breach of the
foregoing.  The foregoing indemnification shall survive the
termination or expiration of this Lease.

       

      24.           MISCELLANEOUS.

       

      24.1.           Merger.  All
prior understandings and agreements between the parties are merged in this
Lease, which alone fully and completely expresses the agreement of the
parties.  No agreement shall be effective to modify this Lease, in
whole or in part, unless such agreement is in writing, and is signed by the
party against whom enforcement of said change or modification is
sought.

       

      24.2.           Notices.  Any
notice required to be given by either party pursuant to this Lease, shall be in
writing and shall be deemed to have been properly given, rendered or made only
if (a) personally delivered, or (b) if sent by Federal Express or other
comparable commercial overnight delivery service, or (c) sent by certified mail,
return receipt requested and postage prepaid addressed (in the case of any or
all of (a), (b) and (c) above) to the other party at the addresses set forth
below each party’s respective signature block (or to such other address as
Landlord or Tenant may designate to each other from time to time by written
notice), and shall be deemed to have been given, rendered or made (i) on the day
so delivered or (ii) in the case of overnight courier delivery on the first
business day after having been deposited with the courier service, and (iii) in
the case of certified mail, on the third (3rd)
business day after deposit with the U.S. Postal Service, postage
prepaid.

         

        24.3.           Non-Waiver.  The
failure of either party to insist, in any one or more instances, upon the strict
performance of any one or more of the obligations of this Lease, or to exercise
any election herein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more obligations
of this Lease or of the right to exercise such election, but the Lease shall
continue and remain in full force and effect with respect to any subsequent
breach, act or omission.  The receipt and acceptance by Landlord or
Agent of Base Rent or Additional Rent with knowledge of any breach by Tenant of
any obligation of this Lease shall not be deemed a waiver of such
breach.

      

       


      
        
           


        

        
           


           


        

        
           


        

      

      
      

      24.4.           Legal
Costs.  Any party in breach or default under this Lease (the
“Defaulting Party”)
shall reimburse the other party (the “Nondefaulting Party”) upon
demand for any legal fees and court (or other administrative proceeding) costs
or expenses that the Nondefaulting Party incurs in connection with the breach or
default, regardless whether suit is commenced or judgment
entered.  Such costs shall include legal fees and costs incurred for
the negotiation of a settlement, enforcement of rights or
otherwise.  Furthermore, in the event of litigation, the court in such
action shall award to the party in whose favor a judgment is entered a
reasonable sum as attorneys’ fees and costs, which sum shall be paid by the
losing party. Tenant shall pay Landlord’s attorneys’ reasonable fees incurred in
connection with Tenant’s request for Landlord’s consent under provisions of this
Lease governing assignment and subletting, or in connection with any other act
which Tenant proposes to do and which requires Landlord’s consent.

       

      24.5.           Parties
Bound.  Except as otherwise expressly provided for in this
Lease, this Lease shall be binding upon, and inure to the benefit of, the
successors and assignees of the parties hereto.  Tenant hereby
releases Landlord named herein from any obligations of Landlord for any period
subsequent to the conveyance and transfer of Landlord’s ownership interest in
the Premises.  In the event of such conveyance and transfer,
Landlord’s obligations hereunder shall thereafter be binding upon each
transferee (whether Successor Landlord or otherwise).  No obligation
of Landlord shall arise under this Lease until the instrument is signed by, and
delivered to, both Landlord and Tenant.

       

      24.6.           Recordation
of Lease.  Tenant shall not record or file this Lease (or any
memorandum hereof) in the public records of any county or state.

       

      24.7.           Governing
Law; Construction.  This Lease shall be governed by and
construed in accordance with the laws of the state in which the Premises is
located.  If any provision of this Lease shall be invalid or
unenforceable, the remainder of this Lease shall not be affected but shall be
enforced to the extent permitted by law.  The captions, headings and
titles in this Lease are solely for convenience of reference and shall not
affect its interpretation.  This Lease shall be construed without
regard to any presumption or other rule requiring construction against the party
causing this Lease to be drafted.  Each covenant, agreement,
obligation, or other provision of this Lease to be performed by Tenant, shall be
construed as a separate and independent covenant of Tenant, not dependent on any
other provision of this Lease.  All terms and words used in this
Lease, regardless of the number or gender in which they are used, shall be
deemed to include any other number and any other gender as the context may
require.

       

      24.8.           Time.  Time
is of the essence for this Lease.  If the time for performance
hereunder falls on a Saturday, Sunday or a day that is recognized as a holiday
in the state in which the Premises is located, then such time shall be deemed
extended to the next day that is not a Saturday, Sunday or holiday in said
state.

       

      24.9.           Authority
of Tenant.  Tenant and the person(s) executing this Lease on
behalf of Tenant hereby represent, warrant, and covenant with and to Landlord as
follows:  the individual(s) acting as signatory on behalf of Tenant
is(are) duly authorized to execute this Lease; Tenant has procured (whether from
its members, partners or board of directors, as the case may be), the requisite
authority to enter into this Lease; this Lease is and shall be fully and
completely binding upon Tenant; and Tenant shall timely and completely perform
all of its obligations hereunder.

       

      24.10.         WAIVER OF
TRIAL BY JURY.  LANDLORD AND TENANT, TO THE FULLEST EXTENT THAT
THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE PREMISES, OR
ANY OTHER MATTER RELATED TO THIS LEASE OR THE PREMISES.

       

      24.11.         intentionally
omitted.

       

      
        24.12.         Confidential
Information.  Tenant and Landlord agree to maintain in strict
confidence the economic terms of this Lease and any or all other materials, data
and information delivered to or received by any or all of Landlord, Tenant and
Tenants’ Parties either prior to or during the Term in connection with the
negotiation and execution hereof (the “Confidential Information”);
provided, however, Landlord may share any Confidential Information with any of
its attorneys, accountants, agents, representatives, and prospective purchasers
or lenders of the Property.  The provisions of this Section 24.12 shall survive
the termination of this Lease.

         

        24.13.         Submission
of Lease.  Submission of this Lease to Tenant for signature
does not constitute a reservation of space or an option to
lease.  This Lease is not effective until execution by and delivery to
both Landlord and Tenant.

         

      


      
        
           


        

        
           


           


        

        
           


        

      

       

      24.14.         Lien
Prohibition.  Tenant shall not permit any mechanics or
materialmen’s liens to attach to the Premises.  Tenant, at its
expense, shall procure the satisfaction or discharge of record of all such liens
and encumbrances within 30 days after the filing thereof; or, within such thirty
(30) day period, Tenant shall provide Landlord, at Tenant’s sole expense, with
endorsements (satisfactory, both in form and substance, to Landlord and the
holder of any mortgage or deed of trust) to the existing title insurance
policies of Landlord and the holder of any mortgage or deed of trust, insuring
against the existence of, and any attempted enforcement of, such lien or
encumbrance.  In the event Tenant has not so performed, Landlord may,
at its option, pay and discharge such liens and Tenant shall be responsible to
reimburse Landlord, on demand and as Additional Rent under this Lease, for all
costs and expenses incurred in connection therewith, together with Default
Interest thereon, which expenses shall include reasonable fees of attorneys of
Landlord’s choosing, and any costs in posting bond to effect discharge or
release of the lien as an encumbrance against the Premises.

       

      24.15.         Counterparts.  This
Lease may be executed in multiple counterparts, but all such counterparts shall
together constitute a single, complete and fully-executed document.

       

      [Signature
Pages Follow]

       


      
        
           


        

        
           


           


        

        
           


        

      


      IN WITNESS WHEREOF, Landlord
and Tenant have duly executed this Lease as of the day and year first above
written.

       

      
        	 
      	
                LANDLORD:

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                FR
      YORK PROPERTY HOLDING, LP, a Delaware limited
  partnership

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                FR
      York General Partner, LP, a Delaware limited partnership, its

                general
      partner

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                FR
      York Second, LLC, a Delaware limited liability company, its

                general
      partner

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                FR
      York, LLC, a Delaware limited liability company, its sole

                member

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                First
      Industrial Investment, Inc., a Maryland corporation, its sole

                member

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	
                /s/ Richard
      Czerwinski        

              
	 
      	
                Name:

              	 
      	
                Richard
      Czerwinski

              
	 
      	
                Its:

              	 
      	
                National
      Director Leasing & Asset Management

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                DATE:
      __________________________________

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                TENANT:

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                UNITED
      NATURAL FOODS, INC., a Delaware
      corporation

              
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Mark E.
      Shamber               

              	 
      
	 
      	
                Its:

              	
                Vice-President, CFO
      and Treasurer    

              	 
      


      

      


      


      
        	
                Landlord’s Addresses
      for Notices:

              	
                Tenant’s Addresses for
      Notices:

              
	
                c/o
      First Industrial Realty Trust, Inc.

              	
                United Natural Foods,
  Inc.

              
	
                311
      South Wacker Drive, Suite 4000

              	
                260 Lake Road

              
	
                Chicago,
      Illinois  60606

              	
                Dayville, Connecticut
  06241

              
	
                Attn:
      Executive Vice President-Operations

              	
                Attn: Thomas A. Dziki, Vice
      President

              
	 
      	 
      
	
                With a copy
      to:

              	
                With a copy
      (which
      shall not constitute notice) to:

              
	
                c/o
      First Industrial Realty Trust, Inc.

              	
                Joseph A. Anesta, Esq.

              
	
                2780
      Commerce Drive, Suite 100

              	
                Cameron & Mittleman LLP
  

              
	
                Middletown,
      Pennsylvania  17057

              	
                56 Exchange Terrace

              
	
                Attn:  Regional
      Director

              	
                Providence, Rhode Island
    02903

              
	 
      	 
      
	
                With a copy
      to:

              	 
      
	 
      	 
      
	
                Barack
      Ferrazzano Kirschbaum & Nagelberg, LLP

              	 
      
	
                200
      West Madison Street, Suite 3900

              	 
      
	
                Chicago,
      Illinois  60606

              	 
      
	
                Attn:  Suzanne
      Bessette-Smith

              	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
A

       

      Premises

       

      ATTACH
APPROPRIATE LEGAL DESCRIPTION

       


      
        
          
          

        

        
          A-1 


           


        

        
           


        

      


      LEASE
EXHIBIT B

       

      TENANT OPERATIONS INQUIRY
FORM

       

      
        	
                1.

              	
                Name
      of
      Company/Contact_______________________________________________________________________

              


      

      
        	 	 
	
                2.

              	
                Address/Phone________________________________________________________________________________

              


      

      
        	
                 
      

              	
                ____________________________________________________________________________________________

              


      

      
        	 	 
	
                3.

              	
                Provide
      a brief description of your business and operations:
      ______________________________________________

              


      

      
        	
                 
      

              	
                ____________________________________________________________________________________________

              


      

      
        	
                 
      

              	
                ____________________________________________________________________________________________

              
	 	

                ____________________________________________________________________________________________

              
	 	

                ____________________________________________________________________________________________

              


      

      
        	 	 
	
                4.

              	
                Will
      you be required to make filings and notices or obtain permits as required
      by Federal and/or State regulations for the operations at the proposed
      facility?  Specifically:

              


      

       

      a. SARA
Title III Section 312 (Tier II)
reports                                                                                                YES           NO

      (>
10,000lbs. of hazardous materials STORED at any one time)

       

      b. SARA
Title III Section 313 (Tier III) Form R
reports                                                                                 YES           NO

      (>
10,000lbs. of hazardous materials USED per year)

       

      c. NPDES
or SPDES Stormwater Discharge
permit                                                                                        YES           NO

      (answer
“No” if “No-Exposure Certification” filed)

       

      d. EPA
Hazardous Waste Generator ID
Number                                                                                           YES           NO

      


      5.           Provide
a list of chemicals and wastes that will be used and/or generated at the
proposed location. Routine office and cleaning supplies are not included. Make
additional copies if required.

      


       

      
        	
                Chemical/Waste

              	
                Approximate
      

                Annual
      Quantity 

                Used
      or Generated

              	
                Storage
      Container(s)

                (i.e.
      Drums, Cartons, Totes, 

                Bags,
      ASTs, USTs, etc)

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

      



      
        
          
          

        

        
          B-1 


           


        

        
           


        

      


      LEASE
EXHIBIT C

       

      Tenant
Improvements

       

      This
Exhibit
C sets forth the rights and obligations of Landlord and Tenant with
respect to the construction of the Tenant Improvements.  Capitalized
terms used herein, unless otherwise defined in this Exhibit
C, shall have the respective meanings ascribed to them in the
Lease.  The initial floor plan for the
Tenant Improvements is attached hereto as Exhibit C-1. 

       

      1.           Tenant
Improvements.

       

      Tenant
shall engage a duly licensed and reputable contractor (the “Contractor”) to construct and
install the Tenant Improvements in the Premises provided for in the Approved
Plans (defined below), all at Tenant’s sole cost and expense.

       

      2.           Pre-Construction
Activities.

       

      (a)           On
or before Tenant commences any work in the Premises, Tenant shall submit the
following information and items to Landlord for Landlord's review and
approval:

       

      (i)           Certified
copies of insurance policies or certificates of insurance as hereinafter
described.  Tenant shall not permit the Contractor or any of Tenant’s
Contractors to commence work until the required insurance has been obtained and
certified copies of policies of insurance or certificates thereof have been
delivered to Landlord.

       

      (ii)           The
Plans (defined below) for the Tenant Improvements, which Plans shall be subject
to Landlord's approval in accordance with Paragraph 2(b) below.

       

      (iii)           All
necessary building permits have been applied for and obtained by
Tenant.

       

      Tenant
will update such information and items by written notice to Landlord of any
changes.

       

      (b)           As
used herein the term “Approved
Plans” shall mean the Plans (defined below), as and when approved in
writing by Landlord.  As used herein, the term “Plans” shall mean the full and
detailed architectural and engineering plans and specifications covering the
Tenant Improvements (including, without limitation, architectural, mechanical
and electrical working drawings for the Tenant Improvements).  The
Plans shall be subject to Landlord's approval and the approval of all local
governmental authorities requiring approval of the Tenant Improvements and the
Approved Plans.  Landlord agrees not to unreasonably withhold, delay
or condition its approval of said Plans and to provide with reasonable
specificity the basis for any disapproval.  If Landlord notifies
Tenant that changes are required to the final Plans submitted by Tenant, Tenant
shall submit to Landlord, for its approval, the Plans amended in accordance with
the changes so required.  The Plans shall also be revised, and the
Tenant Improvements shall be changed, all at Tenant's cost and expense, to
incorporate any work required in the Premises by any local governmental field
inspector.  Landlord's approval of the Plans shall in no way be deemed
to be (x) an acceptance or approval of any element therein contained which is in
violation of any applicable laws, ordinances, regulations or other governmental
requirements, or (y) an assurance that work done pursuant to the Approved Plans
will comply with all applicable law (or with the interpretations thereof) or
satisfy Tenant's objectives and needs.

       

      3.           Change
Orders.

       

      All
changes to the Approved Plans requested by Tenant must be approved by Landlord
in advance of the implementation of such changes as part of the Tenant
Improvements.

       

      4.           Standards
Of Design and Construction and Conditions of Tenant’s
Performance.

       

      All
Tenant Improvements done in or upon the Premises by Tenant shall be done
according to the standards set forth in this Exhibit
C, except as the same may be modified in the Approved Plans.

       

      (a)           Tenant's
Approved Plans and all design and construction of the Tenant Improvements shall
comply with all legal requirements and industry standards, including, but not
limited to, requirements of Landlord's fire insurance underwriters.

       

      
        
           


        

        
          C-1

           


        

        
           


        

      


      (b)           Tenant
shall use only new, first-class materials in the Tenant Improvements, except
where explicitly shown in the Approved Plans. All Tenant Improvements shall be
constructed and installed in a good and workmanlike manner.

       

      (c)           Tenant
shall permit Landlord to have access to the Premises, and the Tenant
Improvements shall be subject to inspection by Landlord and Landlord's
architects, engineers, contractors and other representatives, at all times
during the period in which the Tenant Improvements is being constructed and
installed and following completion of the Tenant Improvements.

       

      Tenant
shall impose on and enforce all applicable terms of this Exhibit
C against Tenant's architect and the Contractor.

       

      5.           Insurance
and Indemnification.

       

      (a)           In
addition to any insurance which may be required under the Lease, Tenant shall
secure, pay for and maintain or cause the Contractor and all subcontractors
(collectively, “Tenant’s
Contractors”) to secure, pay for and maintain during the continuance of
construction and fixturing work within the Premises, insurance in the following
minimum coverages and the following minimum limits of liability:

       

      (i)           Worker's
Compensation and Employer's Liability Insurance with limits of not less than
$500,000.00, or such higher amounts as may be required from time to time by any
Employee Benefits Act or other statutes applicable where the work is to be
performed, and in any event sufficient to protect Tenant's Contractors from
liability under the aforementioned acts.

       

      (ii)           Comprehensive
General Liability Insurance (including Contractor's Protective Liability) in
commercially reasonable amounts given the scope of the work to be performed by
each of Tenant’s Contractors.  Such insurance shall provide for
explosion and collapse, completed operations coverage and broad form blanket
contractual liability coverage and shall insure Tenant's Contractors against any
and all claims for bodily injury, including death resulting therefrom, and
damage to the property of others and arising from its operations under the
contracts whether such operations are performed by Tenant's Contractors or by
anyone directly or indirectly employed by any of them.

       

      (iii)           Comprehensive
Automobile Liability Insurance, including the ownership, maintenance and
operation of any automotive equipment, owned, hired, or non-owned in an amount
not less than $500,000.00 for each person in one accident, and $1,000,000.00 for
injuries sustained by two or more persons in any one accident and property
damage liability in an amount not less than $1,000,000.00 for each
accident.  Such insurance shall insure Tenant's Contractors against
any and all claims for bodily injury, including death resulting therefrom, and
damage to the property of others arising from its operations under the
contracts, whether such operations are performed by Tenant's Contractors, or by
anyone directly or indirectly employed by any of them.

       

      (iv)           “All-risk”
builder's risk insurance covering the Tenant Improvements to the full insurable
value thereof. This insurance shall include the interests of Landlord and Tenant
(and their respective contractors and subcontractors to the extent of any
insurable interest therein) in the Tenant Improvements and shall insure against
the perils of fire and extended coverage and shall include “all-risk” builder's
risk insurance for physical loss or damage including, without duplication of
coverage, theft vandalism and malicious mischief.  Any loss insured
under said “all-risk” builder's risk insurance is to be adjusted with Landlord
and Tenant and made payable to Landlord, as trustee for the insureds, as their
interests may appear.

       

      All
policies (except the worker's compensation policy) shall be endorsed to include
Landlord as an additional insured.  The waiver of subrogation
provisions contained in the Lease shall apply to all insurance policies (except
the workmen's compensation policy) to be obtained by Tenant pursuant to this
paragraph. The insurance policy endorsements shall also provide that all
additional insured parties shall be given thirty (30) days' prior written notice
of any reduction, cancellation or non-renewal of coverage (except that ten (10)
days' notice shall be sufficient in the case of cancellation for non-payment of
premium) and shall provide that the insurance coverage afforded to the
additional insured parties thereunder shall be primary to any insurance carried
independently by said additional insured parties. Additionally, where
applicable. each policy shall contain a cross-liability and severability of
interest clause.

       

      (b)           Without
limiting the indemnification provisions in the Lease, to the fullest extent
permitted by law, Tenant agrees to indemnify, protect, defend and hold harmless
Landlord, the parties listed, or required by, the Lease to be named as
additional insureds, and their respective beneficiaries, partners, directors,
officers, employees and agents, from and against all claims, liabilities,
losses,

       


      
        
           


        

        
          C-2

           


        

        
           


        

      


      damages
and expenses of whatever nature arising out of or in connection with the Tenant
Improvements or the entry of Tenant or Tenant's Contractors into the Building
and the Premises, including, without limitation, mechanics liens, the cost of
any repairs to the Premises or Building necessitated by activities of Tenant or
Tenant's Contractors, bodily injury to persons or damage to the property of
Tenant, its employees, agents, invitees. licensees or others. It is understood
and agreed that the foregoing indemnity shall be in addition to the insurance
requirements set forth above and shall not be in discharge of or in substitution
for same or any other indemnity or insurance provision of the
Lease.

       

      6.           Lien
Waivers.

       

      Tenant
shall cause the Contractor and Tenant’s Contractors to provide such contractor's
affidavits, partial and final waivers of lien, architect's certificates and any
additional documentation (including, without limitation, Contractor’s or
Tenant’s Contractor’s personal undertakings) which may be reasonably requested
by Landlord.  Upon completion of the Tenant Improvements, Tenant shall
furnish Landlord with full and final waivers of liens and contractor's
affidavits and statements, in such form as may be reasonably required by
Landlord, Landlord's title insurance company and Landlord's construction or
permanent lender, if any, from all parties performing labor or supplying
materials or services in connection with the Tenant Improvements showing that
all of said parties have been compensated in full and waiving all liens in
connection with the Premises and Building. Tenant shall submit to Landlord a
detailed breakdown of Tenant's total construction costs, together with such
evidence of payment as is reasonably satisfactory to Landlord.

       

      7.           Roof
Work.

       

      In the
event any portion of the Tenant Improvements are to be performed on the roof of
the Building (“Roof
Work”), Tenant must first obtain Landlord shall written approval of such
Roof Work and the proposed manner of such Roof Work, which shall not be
unreasonably withheld. The installation of any Roof Work shall be performed by
Landlord’s designated contractor(s), and any Roof Work related to roof
penetration or patching of the roof shall be undertaken only by Landlord’s
designated roofing contractor, all at Tenant’s sole cost and expense. Tenant
shall not do or permit anything which would void any warranty of the
roof.  Tenant shall not be permitted to have access to the roof of the
Building without a representative of Landlord present. Tenant shall also be
responsible, at Tenant’s sole cost and expense, for the purchase, installation,
maintenance, repair, replacement and removal of the Roof Work and Tenant shall
at all times, at Tenant’s sole cost and expense, maintain the Roof Work in good
condition and repair utilizing Landlord’s designated
contractor(s).  If any utilities or services are required for the
operation of the Roof Work , all such utilities and services shall be arranged
by Tenant (subject to Landlord’s prior written approval thereof) and shall be at
Tenant’s sole cost and expense.  All costs and expenses of whatever
nature under this Section 7 shall be borne by Tenant at it’s sole cost and
expense. Notwithstanding anything to the contrary contained in this Lease,
Tenant shall be solely responsible for any and all damage caused (whether to
person or property) by the Roof Work and/or Tenant’s installation, operation,
service, maintenance or removal thereof. In the event any provisions of this
Lease conflict with or are inconstant with any terms of this Lease, the terms of
this Section shall control.

       


      
        
           


        

        
          C-3

           


        

        
           


        

      


      LEASE
EXHIBIT D

       

      CONFIRMATION
OF COMMENCEMENT DATE

       

      [Date]

       

      [Tenant’s
Name and Address]

       

      


       

      RE:           [Describe
lease, by title and date (the “Lease”); name Landlord and Tenant]

       

      Dear
[Name of Contact Person at
Tenant]:

       

      This
letter shall confirm that the Commencement Date for the above-referenced Lease
is [specify Commencement
Date].

       

      [Name of Tenant], as Tenant,
hereby acknowledges the following:  (i) Tenant is in possession of the
Premises (as defined in the Lease); (ii) the Lease is in full force and effect;
(iii) Landlord is not in default under the Lease; and (iv) possession of the
Premises is accepted by Tenant as having been delivered in accordance with the
terms and conditions of the Lease.

       

      Our
records indicate the following information for the [Number of square feet comprising
Premises] square feet of space:

       

      
        	
                Commencement
      Date:

              	
                ____________________
      200__

              
	 	 
	
                Base
      Rent Commencement Date:

              	
                ____________________
      200__

              
	 	 
	
                Next
      Monthly Base Rent Due:

              	
                ____________________
      200__

              
	 	 
	
                Operating
      Expense Commencement Date:

              	
                ____________________
      200__

              
	 	 
	
                Lease
      Expiration Date:

              	
                ____________________
      200__

              


      

      


       

      Please
sign two (2) copies of this letter in the space provided below acknowledging
your agreement with the above and return them to me at my office.  I
suggest you attach a copy of this letter to your copy of the Lease.

       

      Thank you
again for your cooperation and assistance regarding this
matter.  Please contact me at any time should you have questions
regarding the lease, building, or any related manner.

       

      
        	
                Sincerely,

              	
                Acknowledged
      and Agreed to this ___ day of __________________,
20____

              
	 	 
	
                [Name]

                Property
      Manager

              	
                [Name
      of Tenant]

                 

                By:           ___________________________________

                Title:        ___________________________________

                 

              


      

      


       


      
        
           


        

        
          D-1 


           


        

        
           


        

      


      LEASE
EXHIBIT E

       

      Broom
Clean Condition and Repair Requirements

       

      Reasonable
wear and tear excepted:

       

      
        	
                ·

              	
                All
      lighting is to be placed into good working order.  This includes
      replacement of bulbs, ballasts, and lenses as
  needed.

              


      

       

      
        	
                ·

              	
                All
      truck doors and dock levelers should be serviced and placed in good
      operating order (including, but not limited to, overhead door springs,
      rollers, tracks and motorized door operator).  This would
      include the necessary (a) replacement of any dented truck door panels,
      broken panels and cracked lumber, and (b) adjustment of door tension to
      insure proper operation.  All door panels that are replaced
      shall be painted to match the building
standard.

              


      

       

      
        	
                ·

              	
                All
      structural steel columns in the warehouse and office should be inspected
      for damage, and must be repaired.  Repairs of this nature shall
      be pre-approved by the Landlord prior to
  implementation.

              


      

       

      
        	
                ·

              	
                HVAC
      system shall be in good working order, including the necessary replacement
      of any parts to return the unit to a well-maintained
      condition.  This includes, but is not limited to, filters,
      thermostats, warehouse heaters and exhaust fans.  Upon move-out,
      Landlord will have an exit inspection performed by a certified mechanical
      contractor to determine the condition of the HVAC
  system.

              


      

       

      
        	
                ·

              	
                All
      holes in the sheet rock walls shall be repaired prior to
      move-out.  All walls shall be
clean.

              


      

       

      
        	
                ·

              	
                The
      carpets and vinyl tiles shall be in a clean condition and shall not have
      any holes or chips in them.  Flooring shall be free of excessive
      dust, dirt, grease, oil and stains.  Cracks in concrete and
      asphalt shall be acceptable as long as they are ordinary wear and tear,
      and are not the result of misuse.

              


      

       

      
        	
                ·

              	
                Facilities
      shall be returned in a clean condition, including, but not limited to, the
      cleaning of the coffee bar, restroom areas, windows, and other portions of
      the Premises.

              


      

       

      
        	
                ·

              	
                There
      shall be no protrusion of anchors from the warehouse floor and all holes
      shall be appropriately patched.  If machinery/equipment is
      removed, the electrical lines shall be properly terminated at the nearest
      junction box.

              


      

       

      
        	
                ·

              	
                All
      exterior windows with cracks or breakage shall be replaced.  All
      windows shall be clean.

              


      

       

      
        	
                ·

              	
                Tenant
      shall provide keys for all locks on the Premises, including front doors,
      rear doors, and interior doors.

              


      

       

      
        	
                ·

              	
                All
      mechanical and electrical systems shall be left in a safe condition that
      conforms to code.    Bare wires and dangerous
      installations shall be corrected to Landlord’s reasonable
      satisfaction.

              


      

       

      
        	
                ·

              	
                All
      plumbing fixtures shall be in good working order, including, but not
      limited to, the water heater.  Faucets and toilets shall not
      leak.

              


      

       

      
        	
                ·

              	
                All
      dock bumpers shall be left in place and
  well-secured.

              


      

       

      
        	
                ·

              	
                Drop
      grid ceiling shall be free of excessive dust from lack of changing
      filters.  No ceiling tiles may be missing or
      damaged.

              


      

       

      
        	
                ·

              	
                All
      trash shall be removed from both inside and outside of the
      building.

              


      

       

      
        	
                ·

              	
                All
      signs in front of building and on glass entry door and rear door shall be
      removed.

              


      

       

      


       


      
        
           


        

        
          E-1 


           


        

        
           


        

      


      LEASE
EXHIBIT F

       

      Signage
Plan

       

      


       

      [to be
provided by Tenant]

       


      
        
           


        

        
          F-1 


           


        

        
           


        

      


      ADDENDUM
1

       

      RENEWAL
OPTION

       

      1.      Tenant
shall have the option (“Renewal
Option”) to renew this Lease for two (2) consecutive terms of five (5)
years each (each, a “Renewal
Term”), on all the same terms and conditions set forth in this Lease,
except that Base Rent during each Renewal Term shall be equal to Fair Market
Rent (as defined in Section 2 below). Tenant shall deliver written notice to
Landlord of Tenant’s election to exercise the Renewal Option (“Renewal Notice”) not less than
nine (9) months, nor more than twelve (12) months, prior to the expiration date
of the original Term or the then-current Renewal Term, as applicable; and if
Tenant fails to timely deliver the Renewal Notice to Landlord, then Tenant shall
automatically be deemed to have irrevocably waived and relinquished the Renewal
Option.

       

      2.      
“Fair Market Rent” shall
be determined by Landlord, in its sole, but good faith, discretion based upon
the annual base rental rates then being charged (as of the date on which Tenant
delivers the applicable Renewal Notice) in the industrial market sector of the
geographic area where the Building is situated for comparable space (provided, however, that comparable space shall be
deemed to be “dry” warehouse space and shall exclude the value of any Tenant
improvements) and for a lease term
commencing on or about the commencement date of the applicable Renewal Term and
equal in duration to the applicable Renewal Term, taking into
consideration:  the geographic location, quality and age of the
building; the location and configuration of the relevant space within the
applicable building; the extent of service to be provided to the proposed tenant
thereunder; applicable distinctions between “gross” lease and “net” leases; the
creditworthiness and quality of Tenant; leasing commissions; and any other
relevant term or condition in making such evaluation, as reasonably determined
by Landlord.  In no event, however (and notwithstanding any provision
to the contrary in Section 3 below), shall the Fair Market Rent ever be less
than the rate of Base Rent in effect as of the expiration date of the original
Term or the first Renewal Term, as applicable (the “Renewal Rent
Floor”).  Landlord shall notify Tenant of Landlord’s
determination of Fair Market Rent for the Renewal Term, in writing (the “Base Rent Notice”) within
thirty (30) days after receiving the applicable Renewal Notice.

       

      3.      Tenant
shall then have fifteen (15) days after Landlord’s delivery of the Base Rent
Notice in which to advise Landlord, in writing (the “Base Rent Response Notice”)
whether Tenant (i) is prepared to accept the Fair Market Rent established by
Landlord in the Base Rent Notice and proceed to lease the Premises, during the
Renewal Term, at that Fair Market Rent; or (ii) elects to withdraw and revoke
its Renewal Notice, whereupon the Renewal Option shall automatically be rendered
null and void; or (iii) elects to contest Landlord’s determination of Fair
Market Rent.  In the event that Tenant fails to timely deliver the
Base Rent Response Notice, then Tenant shall automatically be deemed to have
elected (i) above.  Alternatively, if Tenant timely elects (ii), then
this Lease shall expire on the original expiration date of the initial Term or
the then current Renewal Term, as applicable.  If, however, Tenant
timely elects (iii), then the following provisions shall apply:

       

      
        	
                 
      

              	
                a.

              	
                The
      Fair Market Rent shall be determined by either the Independent Brokers or
      the Determining Broker, as provided and defined below, but in no event
      shall the Fair Market Rent be less than the Renewal Rent
      Floor.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Within
      fifteen (15) days after Tenant delivers its Base Rent Response Notice,
      electing (iii), each of Landlord and Tenant shall advise the other, in
      writing (the “Arbitration
      Notice”) of both (i) the identity of the individual that each of
      Landlord and Tenant, respectively, is designating to act as Landlord’s or
      Tenant’s, as the case may be, duly authorized representative for purposes
      of the determination of Fair Market Rent pursuant to this Section 3 (the
      “Representatives”); and
      (ii) a list of three (3) proposed licensed real estate brokers, any of
      which may serve as one of the Independent Brokers (collectively, the
      “Broker
      Candidates”).  Each Broker
  Candidate:

              


      

       

      
        	
                 
      

              	
                i.

              	
                shall
      be duly licensed in the jurisdiction in which the Premises is
      located;

              


      

       

      
        	
                 
      

              	
                ii.

              	
                shall
      have at least five (5) years’ experience, on a full-time basis, leasing
      industrial space (warehouse/distribution/ancillary office) in the same
      general geographic area as that in which the Premises is located, and at
      least three (3) of those five (5) years of experience shall have been
      consecutive and shall have elapsed immediately preceding the date on which
      Tenant delivers the Renewal Notice;
and

              


      

       


      
        
           


        

        
          Addendum
1-1

           


        

        
           


        

      


      
        	
                 
      

              	
                iii.

              	
                shall
      be independent and have no then-pending (as of the date Landlord or Tenant
      designates the broker as a Broker Candidate) brokerage relationship,
      formal or informal, oral or written, with any or all of Landlord, Tenant,
      and any affiliates of either or both of Landlord and Tenant (“Brokerage
      Relationship”), nor may there have been any such Brokerage
      Relationship at any time during the two (2) year period immediately
      preceding the broker’s designation, by Landlord or Tenant, as a Broker
      Candidate.

              


      

       

      
        	
                 
      

              	
                c.

              	
                Within
      fifteen (15) days after each of Landlord and Tenant delivers its
      Arbitration Notice to the other, Landlord and Tenant shall cause their
      respective Representatives to conduct a telephonic meeting at a mutually
      convenient time.  At that meeting, the two (2) Representatives
      shall examine the list of six (6) Broker Candidates and shall each
      eliminate two (2) names from the list on a peremptory basis.  In
      order to eliminate four (4) names, first, the Tenant’s Representative
      shall eliminate a name from the list and then the Landlord’s
      Representative shall eliminate a name therefrom.  The two (2)
      Representatives shall alternate in eliminating names from the list of six
      (6) Broker Candidates in this manner until each of them has eliminated two
      (2) names.  The two (2) Representatives shall immediately
      contact the remaining two (2) Broker Candidates (the “Independent Brokers”),
      and engage them, as behalf of Landlord and Tenant, to determine the Fair
      Market Rent in accordance with the provisions of this Section
      3.

              


      

       

      
        	
                 
      

              	
                d.

              	
                The
      Independent Brokers shall determine the Fair Market Rent within thirty
      (30) days of their appointment.  Landlord and Tenant shall each
      make a written submission to the Independent Brokers (no more than ten
      (10) pages in length, in the aggregate, per submitting party), advising of
      the rate that the submitting party believes should be the Fair Market
      Rate, together with whatever written evidence or supporting data that the
      submitting party desires in order to justify its desired rate of Fair
      Market Rent; provided, in all events, however, that the aggregate maximum
      length of each party’s submission shall not exceed ten (10) pages (each
      such submission package, a “FMR
      Submission”).  The Independent Brokers shall be obligated
      to choose one (1) of the parties’ specific proposed rates of Fair Market
      Rent, without being permitted to effectuate any compromise
      position.

              


      

       

      
        	
                 
      

              	
                e.

              	
                In
      the event, however, that the Independent Brokers fail to reach agreement,
      within twenty (20) days after the date on which both Landlord and Tenant
      deliver the FMR Submissions to the Independent Brokers (the “Decision Period”), as to
      which of the two (2) proposed rates of Fair Market Rent should be
      selected, then, within five (5) days after the expiration of the Decision
      Period, the Independent Brokers shall jointly select a real estate broker
      who (x) meets all of the qualifications of a Broker Candidate, but was not
      included in the original list of six (6) Broker Candidates; and (y) is not
      affiliated with any or all of (A) either or both of the Independent
      Brokers and (B) the real estate brokerage companies with which either or
      both of the Independent Brokers is affiliated (the “Determining
      Broker”).  The Independent Brokers shall engage the
      Determining Broker on behalf of Landlord and Tenant (but without expense
      to the Independent Brokers), and shall deliver the FMR Submissions to the
      Determining Broker within five (5) days after the date on which the
      Independent Brokers select the Determining Broker pursuant to the
      preceding sentence (the “Submission
      Period”).

              


      

       

      
        	
                 
      

              	
                f.

              	
                The
      Determining Broker shall make a determination of the Fair Market Rent
      within twenty (20) days after the date on which the Submission Period
      expires.  The Determining Broker shall be required to select one
      of the parties’ specific proposed rates of Fair Market Rent, without being
      permitted to effectuate any compromise
position.

              


      

       

      
        	
                 
      

              	
                g.

              	
                The
      decision of the Independent Brokers or the Determining Broker, as the case
      may be, shall be conclusive and binding on Landlord and Tenant, and
      neither party shall have any right to contest or appeal such
      decision.  Judgment may be entered, in a court of competent
      jurisdiction, upon the decision of the Independent Brokers or the
      Determining Broker, as the case may
be.

              


      

       


      
        
           


        

        
          Addendum
1-2

           


        

        
           


        

      


      
        	
                 
      

              	
                h.

              	
                In
      the event that the initial Term expires and the Renewal Term commences
      prior to the date on which the Independent Brokers or the Determining
      Broker, as the case may be, renders their/its decision as to the Fair
      Market Rent, then from the commencement date of the Renewal Term through
      the date on which the Fair Market Rent is determined under this Section 3
      (the “Determination
      Date”), Tenant shall pay monthly Base Rent to Landlord at a rate
      equal to 110% of the rate of monthly Base Rent in effect on the expiration
      date of the initial Term (the “Temporary Base
      Rent”).  Within ten (10) business days after the
      Determination Date, Landlord shall pay to Tenant, or Tenant shall pay to
      Landlord, depending on whether the Fair Market Rent is less than or
      greater than the Temporary Base Rent, whatever sum that Landlord or
      Tenant, as the case may be, owes the other (the “Catch-Up Payment”),
      based on the Temporary Base Rent actually paid and the Fair Market Rent
      due (as determined by the Independent Brokers or the Determining Broker,
      as the case may be) during that portion of the Renewal Term that elapses
      before the Catch-Up Payment is paid, in full (together with interest
      thereon, as provided below).  The Catch-Up Payment shall bear
      interest at the rate of Prime (defined below), plus five percent (5.0%)
      per annum from the date each monthly component of the Catch-Up Payment
      would have been due, had the Fair Market Rent been determined prior to the
      commencement of the Renewal Term, through the date on which the Catch-Up
      Payment is paid, in full (inclusive of interest thereon).  For
      purposes hereof, “Prime” shall mean the per annum rate of interest
      publicly announced by JPMorgan Chase Bank, N.A. (or its successor), from
      time to time, as its “prime” or “base” or “reference” rate of
      interest.

              


      

       

      
        	
                 
      

              	
                i.

              	
                The
      party whose proposed rate of Fair Market Rent is not selected by the
      Independent Brokers or the Determining Broker, as the case may be, shall
      bear all costs of all counsel, experts or other representatives that are
      retained by both parties, together with all other costs of the arbitration
      proceeding described in this Section 3, including, without limitation, the
      fees, costs and expenses imposed or incurred by any or all of the
      Independent Brokers and the Determining
Broker.

              


      

       

      
        	
                 
      

              	
                j.

              	
                Unless
      otherwise expressly agreed in writing, during the period of time that any
      arbitration proceeding is pending under this Section 3, Landlord and
      Tenant shall continue to comply with all those terms and provisions of
      this Lease that are not the subject of their dispute and arbitration
      proceeding, most specifically including, but not limited to, Tenant’s
      monetary obligations under this Lease; and, with respect to the payment of
      Base Rent during that portion of the Renewal Term that elapses during the
      pendency of any arbitration proceeding under this Section 3, the
      provisions of Section 3(h) shall
apply.

              


      

       

      
        	
                 
      

              	
                k.

              	
                During
      any period of time that an arbitration is pending or proceeding under this
      Section 3, Tenant shall have no right to assign this Lease or enter into
      any sublease for all or any portion of the Premises, notwithstanding any
      provision to the contrary in this Lease.  Furthermore, if this
      Lease requires that Landlord perform any tenant improvement work in
      connection with the Renewal Term, Landlord shall be relieved of any such
      obligation during the pendency of any arbitration proceeding under this
      Section 3.

              


      

       

      
        	
                 
      

              	
                4.

              	
                The
      Renewal Option is granted subject to all of the following
      conditions:

              


      

       

      
        	
                 
      

              	
                a.

              	
                As
      of the date on which Tenant delivers its Renewal Notice and continuing
      through the commencement date of the Renewal Term, this Lease shall be in
      full force and effect and no act or omission shall occur which, with the
      giving of notice or the passage of time, or both, shall constitute a
      breach or default by Tenant under this
Lease.

              


      

       

      
        	
                 
      

              	
                b.

              	
                There
      shall be no further right of renewal after the expiration of the second
      Renewal Term.

              


      

       

      
        	
                 
      

              	
                c.

              	
                The
      Renewal Option is personal to Tenant.  In the event that Tenant
      assigns its interest under this Lease or subleases all or any portion of
      the Premises, whether or not in accordance with the requirements of this
      Lease, and whether directly or indirectly, the provisions of this Addendum
      A, shall not be available to, or run to the benefit of, and may not be
      exercised by, any assignee or
sublessee.

              


      

       

      


       


      
        
           


        

        
          Addendum
1-3

           


        

        
           


        

      


      ADDENDUM
2

       

      PURCHASE
OPTION

       

      ADDENDUM
TO INDUSTRIAL BUILDING LEASE
BY
AND BETWEEN FR YORK PROPERTY HOLDING, LP (“LANDLORD”)
AND
UNITED NATURAL FOODS, INC. (“TENANT”)

       

      1.           Defined
Terms.  Capitalized terms used in this Addendum and not
otherwise defined shall have the meanings respectively ascribed to such terms in
the Lease.

       

      2.           Grant of
Purchase Option.  Landlord hereby grants to Tenant a one time
option to purchase (the “Purchase Option”) the Premises
on the terms and conditions hereinafter set forth.  This Purchase
Option shall expire, and the rights of Tenant hereunder shall irrevocably
terminate, upon the sooner to occur of:  (i) December 31, 2009 (the
“Option Exercise Date”)
unless Tenant has delivered an Option Exercise Notice (as hereinafter defined)
to Landlord on or prior to such date; (ii) the expiration or sooner termination
of the Lease; (iii) any breach, default or failure of performance by Tenant
pursuant to the Lease beyond any applicable notice and cure periods; or (iv) the
failure by Tenant to proceed to the Option Closing (as hereinafter defined)
after having exercised this Purchase Option.

       

      3.           Exercise
of Purchase Option.  Tenant may exercise this Purchase Option
by delivery of written notice to Landlord (an “Option Exercise Notice”) on or
prior to the Option Exercise Date.  If Tenant (x) fails to timely
deliver an Option Exercise Notice on or prior to the Option Exercise Date, or
(y) timely delivers an Option Exercise Notice but fails to simultaneously
deposit the Earnest Money (as hereinafter defined) with Landlord, Tenant shall
have no further right to exercise this Purchase
Option.  Simultaneously with the delivery by Tenant to Landlord of an
Option Exercise Notice, Tenant shall deposit with First American Title Insurance
Company, 30 N. LaSalle Street, Suite 300, Chicago, IL  60602,
Attn:  Dick Siedel (the “Title Company”) as its earnest money
deposit, the sum of One Million Eight Hundred Thousand and No/100 Dollar
($1,800,000.00) (the “Earnest
Money”) to be held by the Title Company and applied in accordance with
this Addendum.  Tenant shall have no right to exercise this Purchase
Option if Tenant is either in monetary or material non-monetary default pursuant
to the Lease or any fact or condition exists that with the giving of notice, or
passage of time, or both, would constitute a monetary or material non-monetary
default pursuant to the Lease.  If Tenant is in monetary default or
material non-monetary default pursuant to the Lease as of the Option Closing,
Landlord may elect, in its sole discretion, to void Tenant’s exercise of this
Purchase Option by delivery of written notice to Tenant, in which event this
Purchase Option shall thereafter be forever null and void and the Title Company
shall immediately deliver the Earnest Money to the Landlord.  If
Tenant exercises this Purchase Option, Landlord and Tenant shall proceed to the
Option Closing pursuant to this Addendum and shall not negotiate, execute and
enter into a Purchase and Sale Agreement to govern the conveyance of the
Premises by Landlord to Tenant.  Within ten (10) days after the
delivery by Tenant to Landlord of an Option Exercise Notice, Tenant shall
deliver to Landlord a title commitment, issued by a reputable, national title
insurance company selected by the Title Company, for an owner’s title insurance
policy (the “Title
Policy”) in the full amount of the Option Purchase Price (as hereinafter
defined), together with copies of all recorded documents representing title
exceptions.

       

      4.           Option
Purchase Price.  The total purchase price to be paid by Tenant
to Landlord for the Premises shall be (a) if the Option Closing Date is on or
before May 31, 2009, THIRTY FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($35,500,000.00), or (b) if the Option Closing Date is on or before May
31, 2010, THIRTY SIX MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS
($36,400,000.00) (as applicable, the “Option Purchase Price”), plus or
minus any adjustments contemplated in Section 7
below.  The Earnest Money shall be retained by Landlord and applied
against the Option Purchase Price.

       

      5.           Option
Closing.  The purchase of
the Premises contemplated herein shall be consummated at a closing (the “Option Closing”) to take place
by mail or at the offices of the Title Company.  The Option Closing
shall occur on the sooner to occur of:  (i) such date as the parties
shall mutually agree in writing; and (ii) one hundred fifty (150) days after the
delivery by Tenant to Landlord of an Option Exercise Notice (the “Option Closing
Date”).  The Option Closing shall be effective as of 11:59 p.m.
on the Option Closing Date.

       


      
        
           


        

        
          Addendum
2-1

           


        

        
           


        

      


      5.1.           Landlord’s
Option Closing Deliveries.  At the Option
Closing, Landlord shall deliver, or cause to be delivered, to Tenant the
following duly executed by Landlord where
appropriate:  (i) a Special Warranty Deed, in recordable
form, conveying the Premises to Tenant subject to the Permitted Exceptions (as
hereinafter defined); (ii) a Quitclaim Bill of Sale conveying all of
Landlord’s interest in and to any tangible personal property located on the
Premises which is owned by Landlord and used by Landlord solely in connection
with the Premises; (iii) an Affidavit of Title in form and substance
reasonably acceptable to the Title Company; (iv) a closing statement (the
“Closing Statement”)
conforming to the proration and other relevant provisions of this Addendum;
(v) an Entity Transfer Certification confirming that Landlord is a “United
States Person” within the meaning of Section 1445 of the Internal Revenue Code
of 1986, as amended; and (vi) such evidence of the authority and good
standing of Landlord as the Title Company shall reasonably require as a
condition to the issuance of the Title Policy.

       

      5.2.           Tenant’s
Option Closing Deliveries.  At the Option
Closing, Tenant shall deliver, or cause to be delivered, to Landlord the
following duly executed by Tenant where appropriate:  (i) the
Closing Statement; and (ii) the Option Purchase Price, plus or minus
prorations and other adjustments, in immediately available funds.

       

      5.3.           Title
Condition.  It shall be a
condition precedent to Tenant’s obligation to proceed to the Option Closing
that, at the Option Closing, the Title Company shall issue the Title Policy (or
a “marked” title commitment) to Tenant insuring, in the full amount of the
Option Purchase Price, Tenant as the fee simple owner of the Premises, subject
only to the Permitted Exceptions.  If the foregoing condition
precedent fails for any reason other than the actions of Purchaser, the exercise
of this Purchase Option by Tenant shall be null and void, in which event (i) the
Earnest Money shall be returned by the Title Company to Tenant, and (ii) this
Purchase Option shall be irrevocably terminated and of no further force and
effect.  Landlord shall convey the Premises to Tenant subject to any
and all liens, claims and encumbrances of record (“Permitted Exceptions”) other than the
following:  (i) the liens of any mortgage, trust deed or deed of trust
evidencing an indebtedness owed by Landlord; (ii) mechanic’s liens pursuant
to a written agreement either between (x) the claimant (the “Contract Claimant”) and
Landlord or (y) the Contract Claimant and any other contractor, materialman or
supplier with which Landlord has a written agreement; and (iii) broker’s
liens pursuant to a written agreement between the broker and Landlord (the
“Mandatory Cure
Items”).  Landlord shall, at Landlord’s sole cost, cure and
remove any Mandatory Cure Items on or prior to the Option Closing.  If
Landlord fails to cure and remove (whether by endorsement or otherwise) any
Mandatory Cure Items on or prior to the Option Closing, Tenant may, at its
option and as its sole remedy hereunder, at law, in equity or pursuant to the
Lease, either (i) terminate its election to exercise this Purchase Option, in
which event the Earnest Money shall be returned by the Title Company to Tenant
and this Purchase Option shall thereafter become forever null and void, or (ii)
proceed to close with title to the Premises as it then is with the right to
deduct from the Option Purchase Price the amount reasonably necessary to cure
and remove (by endorsement or otherwise, as mutually and reasonably determined
by Tenant and Landlord) those Mandatory Cure Items that Landlord has failed to
cure and remove.

       

      6.           Premises
Transferred “As Is”.  The sale of the
Premises pursuant to this Purchase Option as provided for herein shall be made
on a “AS IS,” “WHERE-IS” basis as of the Option Closing Date, without any
representations or warranties, of any nature whatsoever from
Landlord.  Landlord hereby specifically disclaims any warranty (oral
or written) concerning:  (i) the nature and condition of the Premises
and the suitability thereof for any and all activities and uses that Tenant may
elect to conduct thereon, (ii) the manner, construction, condition and state of
repair or lack of repair of any improvements located thereon, (iii) the nature
and extent of any right-of-way, lien, encumbrance, license, reservation,
condition or otherwise, (iv) the compliance of the Premises or its operation
with any laws, rules, ordinances, or regulations of any government or other
body; and (v) any other matter whatsoever. Tenant expressly acknowledges that,
in consideration of the agreements of Landlord herein, LANDLORD MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION,
HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OF THE PREMISES, ANY IMPROVEMENTS LOCATED THEREON, OR ANY SOIL CONDITIONS
RELATED THERETO.  TENANT, FOR TENANT AND TENANT’S SUCCESSORS AND
ASSIGNS, HEREBY RELEASES LANDLORD FROM AND WAIVES ANY AND ALL CLAIMS AND
LIABILITIES AGAINST LANDLORD FOR, RELATED TO, OR IN CONNECTION WITH, ANY
ENVIRONMENTAL CONDITION AT THE PREMISES (OR THE PRESENCE OF ANY MATTER OR
SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PREMISES), INCLUDING,
BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER
WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED
IN, AT, ABOUT OR UNDER THE PREMISES, OR FOR ANY AND ALL CLAIMS OR CAUSES OF
ACTION (ACTUAL OR THREATENED) BASED UPON, IN CONNECTION WITH OR ARISING OUT OF
ANY AND ALL ENVIRONMENTAL LAWS.

       

      7.           PRORATIONS.  Notwithstanding
any local custom to the contrary, there shall be no prorations and adjustments
between Landlord and Tenant at the Option Closing (including, but not limited
to, any proration or adjustment of ad valorem real estate taxes or special
assessments) except as hereinafter expressly provided.  Tenant shall
receive a credit from Landlord at the Option Closing for that portion of any
Rent paid by Tenant to Landlord for the month in which the Option Closing occurs
(the “Closing
Month”) that is allocable to the period from and after the Option Closing
Date.  Tenant shall provide a credit to Landlord at 

       


      
        
           


        

        
          Addendum
2-2

           


        

        
           


        

      


      the
Option Closing for:  (i) any and all Rent and other sums due and
owing from Tenant to Landlord pursuant to the Lease with respect to the period
prior to the Option Closing Date that Tenant has not previously paid to
Landlord, including, but not limited to, Rent for that portion of the Closing
Month occurring prior to the Option Closing Date to the extent not paid by
Tenant prior to the Option Closing; (ii) any and all operating expenses and
costs related to the Premises that have been paid by Landlord and are related to
the period from and after the Option Closing to the extent not previously
reimbursed by Tenant; and (iii) any and all Taxes paid by Landlord for
which Tenant has not reimbursed Landlord, whether related to the period prior to
or after the Option Closing Date.  Landlord and Tenant hereby agree to
re-prorate such amounts to the extent of any error, which obligation shall
survive the Option Closing and the delivery of any conveyance
documentation.

       

      8.           Closing
Expenses.  Tenant will pay
the entire cost of the Title Policy (including the cost of any endorsements),
any survey, the fees of Tenant’s attorney, one-half of all documentary and
state, county and municipal transfer taxes relating to the instruments of
conveyance contemplated herein, the cost of recording the deed and one-half of
the cost of any escrows hereunder.  Landlord will pay the fees of
Landlord’s attorney, one-half of all documentary and state, county and municipal
transfer taxes relating to the instruments of conveyance contemplated herein and
one-half of any escrow costs hereunder.

       

      9.           Termination
of Lease.  Upon the Option
Closing and the transfer of the Premises pursuant to this Addendum, the Lease
shall terminate except for those provisions under the Lease which by their terms
specifically survive.  This Section 9 shall survive the
Option Closing and the delivery of any conveyance documentation.

       

      10.           Brokerage.  Each
party hereto represents and warrants to the other that it has dealt with no
brokers or finders in connection with this Purchase Option other than NAI
Branner Goddard and CB Richard Ellis (“Broker”).  Landlord
and Tenant each hereby indemnify, protect and defend and hold the other harmless
from and against all losses, claims, costs, expenses, damages (including, but
not limited to, reasonable fees of counsel selected by the indemnified party)
resulting from the claims of any broker, finder, or other such party claiming a
commission in connection with the sale of the Premises pursuant to this Purchase
Option by, through or under the acts or agreements of the indemnifying party.
The obligations of the parties pursuant to this Section 10 shall survive
any transfer of the Premises and the delivery of any conveyance
documentation.  It is the intention of the parties that there be a
single commission arising from the initial leasing and sale of the Premises, and
not two separate duplicative commissions.

       

      11.           Absence
of Contingencies.
Tenant acknowledges and agrees that, except for the condition precedent
relative to the issuance of the Title Policy contained in Section  5.3 above, there
are no conditions precedent or other contingencies to Tenant’s obligation to
proceed to the Option Closing if Tenant exercises this Purchase
Option.  Without limitation of the foregoing, Tenant shall not be
entitled to the benefit of any due diligence or other contingency
period.  Prior to the exercise of this Purchase Option, Tenant may
conduct normal and customary due diligence investigations and studies of the
Premises (“Tenant’s Project
Inspection”) subject to the terms and conditions set forth in this Section 11.  Tenant shall
not conduct (or cause to be conducted) any physically intrusive investigation,
examination or study of the Premises (any such investigation, examination or
study, an “Intrusive
Investigation”) as part of Tenant’s Project Inspection without obtaining
the prior written consent of Landlord, which consent shall not be
unreasonably withheld, delayed or
conditioned.  In the event Tenant desires to conduct (or cause
to be conducted) any Intrusive Investigation, such as sampling of soils, other
media, building materials, or the other comparable investigation, Tenant will
provide a written scope of work to Landlord describing exactly what procedures
Tenant desires to perform.  Tenant and Tenant’s consultants, agents
and employees shall, in performing any Tenant’s Project Inspections, comply with
the agreed upon procedures and with any and all laws, ordinances, rules, and
regulations applicable to such procedures or the Premises.  Tenant and
Tenant’s consultants shall: (a) maintain comprehensive general liability
(occurrence) insurance in an amount of not less than $2,000,000 covering any
accident arising in connection with Tenant’s Project Inspections, and deliver a
certificate of insurance (in form reasonably acceptable to Landlord), which
names Landlord as additional insured thereunder verifying such coverage, to
Landlord prior to the performance of any Tenant’s Project Inspections;
(b) promptly pay when due any third party costs resulting from Tenant’s
Project Inspections; and (c) restore the Premises to the condition in which
the same were found before any such Tenant’s Project Inspections were undertaken
and repair any damage to the Premises to the extent such condition was altered
or the Premises were damaged (directly or indirectly) in connection with
Tenant’s Project Inspections.  Tenant hereby indemnifies, protects,
defends and holds Landlord, Landlord’s affiliates, their respective partners,
shareholders, officers and directors, and all of their respective successors and
assigns, harmless from and against any and all losses, damages, claims, causes
of action, judgments, damages, costs and expenses (including reasonable
attorneys’ fees and court costs) that any such party suffers or incurs as a
result of, or in connection with, (i) any damage caused to, in, or at the
Premises; (ii) injury or death to person; or (iii) mechanic’s liens or
materialmen’s liens arising out of, or in connection with, Tenant’s Project
Inspections.  Tenant’s undertakings pursuant to this Section 11 shall indefinitely
survive the Option Closing and shall not be merged into any instrument of
conveyance delivered at the Option Closing.

       


      
        
           


        

        
          Addendum
2-3

           


        

        
           


        

      


      12.           No
Assignment.  The rights of
Tenant pursuant to this Purchase Option are personal to Tenant and may not be
assigned by Tenant; provided, however, Tenant may assign this Purchase Option to
a wholly owned subsidiary of Tenant, provided Landlord is provided a written
assignment in the form reasonably acceptable to Landlord.  In the
event that Tenant assigns, transfers or conveys all or some portion of its
interest in the Lease to anyone other than a
wholly-owned subsidiary of Tenant,
this Purchase Option shall be null, void and of no further force and effect
irrespective of whether Landlord has consented to such assignment. For purposes
of this Section 12, the
term “assigns, transfers or conveys” shall not include a subleases of a portion
of the Premise.

       

      13.           Default
by Landlord.  If Landlord shall be in material default of its
obligations pursuant to this Purchase Option, Tenant may either (i) terminate
Tenant’s election to exercise this Purchase Option by written notice to
Landlord, in which event (a) the Earnest Money shall be returned by the
Title Company to Tenant and (b) this Purchase Option shall thereafter be
forever null and void; or (ii) Tenant may file an action for specific
performance of Landlord’s obligation to proceed to the Option
Closing.  Tenant shall have no other remedy for any default by
Landlord pursuant to this Addendum.  Without limitation of the
foregoing, a default by Landlord of its obligations pursuant to this Addendum
shall not constitute a default by Landlord pursuant to the Lease and Tenant
shall not be entitled to exercise any remedies it may have pursuant to the Lease
on account of a default by Landlord pursuant to this Addendum.

       

      14.           Default
by Tenant.  In the event
Tenant defaults in its obligations to close the purchase of the Premises, or in
the event Tenant otherwise defaults pursuant to this Addendum, then (i) Landlord
shall be entitled to obtain the Earnest Money from the Title Company as fixed
and liquidated damages, this Purchase Option shall thereafter be forever void
and of no further force and effect.  Landlord shall have no other
remedy for any default by Tenant pursuant to this Addendum, including any right
to damages or to exercise its rights pursuant to the Lease.  LANDLORD
AND TENANT ACKNOWLEDGE AND AGREE THAT (1) THE AMOUNT OF THE EARNEST MONEY IS A
REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT
WOULD BE SUFFERED AND COSTS INCURRED BY LANDLORD AS A RESULT OF HAVING WITHDRAWN
THE PREMISES FROM SALE AND THE FAILURE OF THE OPTION CLOSING TO HAVE OCCURRED
DUE TO A DEFAULT OF TENANT UNDER THIS ADDENDUM; (2) THE ACTUAL DAMAGES SUFFERED
AND COSTS INCURRED BY LANDLORD AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO
CLOSE DUE TO A DEFAULT OF TENANT UNDER THIS ADDENDUM WOULD BE EXTREMELY
DIFFICULT AND IMPRACTICAL TO DETERMINE; AND (3) THE AMOUNT OF THE EARNEST MONEY
SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES.

       

      15.           Conflict.  In
the event of any conflict between the terms of this Addendum and the terms of
the Lease, the terms of this Addendum shall prevail.

       

      16.           No
Recording.  Neither this Addendum nor any memorandum thereof
shall be recorded and the act of recording by Tenant shall be deemed a default
by Tenant pursuant to the Lease and this Addendum.

       

      


       


      
        
           


        

        
          Addendum
2-4