##### 



Exhibit 10.54 (9)
 AGREEMENT OF LEASE FOR SHOPPING CENTER SPACE
 Between
 Sequel Investors Limited Partnership
A Virginia limited partnership
(Landlord)
 and
 Dover Saddlery Retail, Inc.,
a Massachusetts corporation
(Tenant)
 Dated as of:
 February 1, 2007
 Seminole Square
 SHOPPING CENTER
 Charlottesville, Virginia
 INDEX TO LEASE AGREEMENT
 SECTION 1 Definitions
    
    
    3SECTION 2 Grant and Term
    
    
    5SECTION 3 Rent, Percentage Rent, Utility Charges, Taxes and Insurance
    
    
    5SECTION 4 Construction of Improvements
    
    
    8SECTION 5 Use of Premises
    
    
    9SECTION 6 Quiet Enjoyment and Landlords Right of Entry
    
    
    10SECTION 7 Nuisance, Waste, Hazardous Materials, Rules and Regulations
    
    
    11SECTION 8 Compliance with Law, Liens, Indemnity
    
    
    13SECTION 9 Maintenance and Repair of Premises
    
    
    13SECTION 10 Common Areas and Charges
    
    
    14SECTION 11 Fixtures, Signs, Contractual Lien and Alterations
    
    
    15SECTION 12 Condemnation
    
    
    16SECTION 13 Insurance
    
    
    17SECTION 14 Damage or Destruction
    
    
    19SECTION 15 Assignment, Subletting and Encumbrance
    
    
    19SECTION 16 Default
    
    
    20SECTION 17 Estoppel Certificates, Subordination, Mortgagee Protection
    
    
    25SECTION 18 Surrender and Holdover
    
    
    26SECTION 19 Security Deposit
    
    
    26SECTION 20 Promotion Fund and Advertising
    
    
    27SECTION 21 General Provisions
    
    
    28
 EXHIBIT A
    
    Shopping Center Site PlanEXHIBIT A-1
    
    The PremisesEXHIBIT B
    
    Tenant Design/Criteria ManualEXHIBIT C
    
    Operating HoursEXHIBIT D
    
    Sign CriteriaEXHIBIT E
    
    Tenant Covenants Relating to IRB Financing DeletedEXHIBIT F
    
    Grand Opening Deleted
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EXHIBIT G
    
    Guaranty DeletedEXHIBIT H
    
    Keyman Insurance DeletedEXHIBIT I
    
    Uniform Commercial Code Filing FormEXHIBIT J
    
    HVAC Agreement
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Effective Date of
Lease:
    
    February 1, 2007Shopping Center:
    
    The real property or leasehold property shown on the site plan outlined in green attached hereto as Exhibit A, commonly known as The
Seminole Square Shopping Center, located at the intersection of Zan Road and U.S. Rt. 29 North in Charlottesville, Virginia, as the
same may be modified from time to time pursuant to Section 6 hereof.Premises:
    
    The portion of the Shopping Center identified by cross-hatching on Exhibit A-1, consisting of approximately 3,000 square feet of
Leasable Space located at 242 Zan Road.Leasable Space:
    
    When used with respect to the Premises and all other Leasable Space in the Shopping Center, means Landlords best estimate of the
number of square feet of area in all structural parts of the Shopping Center for exclusive use of the Tenant thereof and its
customers, including without limitation, basements, mezzanines and balconies used for the sale of goods and services; said area shall
be measured from the exterior face of exterior walls and the center line of any walls which Tenant shares with other tenants or
occupants of the Shopping Center, provided that no deduction from Leasable Space shall be made for columns, stairs, elevators or any
interior construction or equipment within the six (6) boundaries which demise the Leasable Space. If the actual number of square fee
within the Premises is greater than Landlords estimate, the number of square feet shall be adjusted to the exact amount of square
feet within the Premises.Commencement Date:
    
    February 1, 2007Term:
    
    A period of 3 years and 0 months following (a) the Commencement Date, or (b) if the Commencement Date is not the first day of a
month, the first day of the month following the month in which the Commencement Date occurs or as said period may be extended by any
options to renew granted. Each twelve (12) month period beginning with the Commencement Date or, if the Commencement Date is not the
first day of the month, the day of the month following the Commencement Date shall be a Lease Year. If the Lease does not commence
on the first calendar day of a month, the period from the Commencement Date to the first day of the first full calendar month shall
be the first Lease Year although such Lease year will be, in actuality, less than 31 calendar days, and the period from the end of
the last full Lease Year until the termination of the Lease, shall be the last Lease Year.Minimum Rent:
    
    The fixed annual rent payable by Tenant during the Term in monthly installments in advance without notice, demand or setoff as
follows:From the Commencement Date through the last day of the 12th month of the Term, $4,125.00 per month;From the 1st day of the 13th month through the last day of the 24th month of the Term, $4,248.75 per
month;From the 1st day of the 25th month through the last day of the 36th month of the Term, $4,376.21 per
month;Renewal Term:
    
    Tenant shall have the option, to be exercised as hereinafter provided, to extend this Lease for one additional three (3) year term
(Renewal Term), provided no violation is existing or continuing, now with the lapse of time or the giving of notice would there be
a violation, in the performance of any of the terms or conditions of this Lease at the time of exercise, or at any time through the
commencement of the Renewal Term. Tenant shall provide written notice of its intent to exercise the Renewal Term option no later
than 270 days or earlier than 360 days prior to the en of the Term of the Lease.Renewal Term:The fixed annual rent payable by Tenant during the Renewal Term in monthly installments in advance without notice, demand or setoff
as follows:
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From the 1st day of the 37th through the last day of the 48th month of the Term, $4,507.50 per month;From the 1st day of the 49th month through the last day of the 60th month of the Term, $4,642.72 per
month;From the 1st day of the 61st month through the last day of the 72nd month of the Term, $4,782.00 per
month.Percentage Rent:
    
    Deleted. The amount by which % (Percentage Rate) of the Gross Sales (as define din Section 3) occurring in any Fiscal Period
exceeds Minimum Rent for that Fiscal Period. Minimum Rent divided by the Percentage Rate shall be Base Sales.Fiscal Period:
    
    A period of time as designated by Landlord from time to time, equal to a calendar year or other less frequently recurring period
within the Term, of such portion thereof as is within the Term. The fiscal period under this Lease shall initially be each Lease
Year.Security Deposit:
    
    Landlord and Tenant agree that a Security Deposit in the amount of $3,250.00 has been received and deposited by the Landlord as
proscribed in Section 19 of the Lease.Permitted Uses:
    
    The sale of equipment and apparel of the rider and horse both custom and stock, equestrian, gifts, horse care products, equestrian
consignment items, equestrian related sportswear, books, magazines and video tapes and such other uses as may be hereinafter approved
in writing by Landlord to be conducted under the Trade Name/Trade Style Dover Saddlery.Tenants 
Proportionate Share
    
    The fraction (expressed as a percentage) determined from time to time by dividing the number of square feet of Leasable Space in the
Premises by the number of square feet of Leasable Space in the Shopping Center that is or shall be leased to tenants who shall be
burdened in the same manner and similarly subject to proportionate shares of taxes, insurance, common area maintenance and the like
as hereafter provided; and subject to adjustment as hereinafter provided. There are or may be other Leasable Space in the Shopping
Center that will not be burdened in the same manner.Guarantor:
    
    Name:           N/AAddress:SSN:
 Brokers Name and
    
    Great Eastern Management Company
    
    CB Richard Ellis of Charlottesville, LLCAddress
    
    PO Box 5526
    
    3054-A Berkmar Dr.Charlottesville, VA 22905
    
    Charlottesville, VA 22901
 Estimated Charges:
    
    Estimated Tax Charge: $2,162.70 per annum, payable in equal installments, in advance, at the rate of $180.23 per month, subject to
annual adjustments.Estimated Insurance Charge: $330.60 per annum, payable in equal installments, in advance, at the rate of $27.55per month, subject to
annual adjustments.Estimated Common Area Charge: $2,760.00 per annum, payable in equal installments, in advance, at the rate of $230.00 per month,
subject to annual adjustments.Estimated Water/Sewer Charge: $480.00 per annum, payable in equal installments, in advance, at the rate of $40.00 per month, subject
to annual adjustments.Promotional Fund Charge: $1,500.00 per annum, payable in equal installments, in advance, at the rate of $125.00 per month, subject to
annual adjustments.
 Exhibits:
    
    This Lease includes the following Exhibits, Riders and Addenda which are incorporated herein and made a part hereof by this reference:EXHIBIT A
    
    Shopping Center Site PlanEXHIBIT A-1
    
    The PremisesEXHIBIT B
    
    Tenant Design/Criteria manualEXHIBIT C
    
    Operating HoursEXHIBIT D
    
    Sign CriteriaEXHIBIT E
    
    Tenant Covenants Relating to IRB FinancingDeletedEXHIBIT F
    
    Grand Opening DeletedEXHIBIT G
    
    Guaranty DeletedEXHIBIT H
    
    Keyman Insurance DeletedEXHIBIT I
    
    Uniform Commercial Code Filing FormEXHIBIT J
    
    HVAC Agreement
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Grant:
    
    In consideration of the rents agreed to be paid and of the
covenants and agreements made by the respective parties hereto,
Landlord demises and leases to Tenant and Tenant hereby leases from
Landlord the Premises, upon the terms and conditions herein
provided, together with the right to use, in common with others
entitled thereto, the Common Areas (as hereinafter defined),
subject to the terms and conditions of this Lease and to reasonable
rules and regulations for the use thereof as prescribed from time
to time by Landlord.Term:
    
    Subject to the terms, covenants and agreements contained herein,
Tenant shall have and hold the Premises for the entire Term.
Landlord and Tenant agree to execute and deliver a supplement to
this Lease setting forth the dates of commencement and expiration
of the term when determinable or requested by either party. If the
Commencement Date has not occurred upon the expiration of twelve
months following the date hereof, then this Lease shall thereupon
become null and void and shall have no further force and effect in
law or in equity.
  Minimum Rent:
    
    Tenant covenants and agrees to pay
to Landlord the Minimum Rent
specified in Section 1 in advance
and without notice, demand or setoff
on the first day of each month of
the Term; provided, however, that
the first and last payments due
shall be made upon execution and
delivery of this Lease by Tenant.
Acceptance of late Rent at any time
or times by Landlord shall in no way
waive Tenants obligation to pay
Rent in accordance with this Section
or be deemed a waiver of any of
Landlords rights hereunder. If the
Term commences on a day other than
the first day of the month, or ends
on a day other than the last day of
the month, Tenant shall pay for the
fractional month within the Term on
a per diem basis (calculated on the
basis of a thirty-day month).Percentage Rent:
    
    (a) Deleted Within twenty (20) days
following the end of each Fiscal
Year, Tenant shall pay to Landlord
the Percentage Rate, if any, for
such Fiscal Period or such proration
of the Fiscal Period during the
first and last years of the Term
applicable. The acceptance by
Landlord of said payment shall be
without prejudice to Landlords
rights of examination and
verification as hereinafter
provided.(b) The term Gross Sales as used
herein for the purpose of
determining Percentage Rent shall
mean the dollar aggregate of the
entire amount of receipts from gross
sales of Tenant and all of
licensees, concessionaires and
tenants of Tenant, from all business
conducted upon or from the Premises
by Tenant and all others, whether
such sales be evidenced by check,
credit, charge accounts, exchange or
otherwise, and shall include but not
be limited to, the amounts received
from the sale of goods, wares and
merchandise and for services
performed on or at the Premises
(including the value of all goods
accepted in lieu of cash payment),
together with the amount of all
orders taken or received at the
Premises, mail or telephone orders
received or filled on the Premises,
whether such orders are filled from
the Premises or elsewhere, and
whether such sales be made by means
of merchandise or other vending
devices in the Premises. If any one
or more departments or other
divisions of Tenants business gross
sales of such departments or
divisions, whether such sales are
filled at the premises or elsewhere,
in the same manner and with the same
effect as if the business or sales
of such departments and visions of
Tenants business had been conducted
by Tenant. Gross Sales shall not
include sales of merchandise of
which, and to the extent that, cash
has been refunded, or allowances
made on merchandise claimed to be
defective or unsatisfactory,
provided they shall have originally
been included in Gross Sales; and
three shall be deduced from Gross
Sales the sale price of merchandise
returned by customers for exchange,
provided that the sale price of
merchandise delivered to the
customer in exchange shall be
included in Gross Sales. Gross
Sales shall not include the amount
of any sales, use, service, gross
receipts or other like tax imposed
by any federal, state, municipal or
governmental authority directly on
sales and collected from customers,
provided that the amount thereof is
added to the selling price or
absorbed therein, and paid by the
Tenant to such government authority.
No franchise, capital stock or
personal property tax and no income
tax or similar tax based upon income
or profits as such shall be deducted
from Gross Sales in any event
whatsoever. Each charge or sale
upon installment or credit shall be
treated as a sale for the full price
in the calendar month during which
such charge or sale shall initially
be made, irrespective of the time
when Tenant shall receive payment
(whether full or partial) therefor.
There shall be no deduction for
uncollected or uncollectible credit
accounts or for bad debts or other
losses.
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(c) On or before the
20th day of each calendar
month during the Term, Tenant shall
deliver to Landlord a statement in
writing, certified as true and
correct by an executive officer of
the Tenant, which statement shall
show Gross Sales during the
immediately preceding calendar
month. The statement referred to in
this subsection shall be in such
form and style and shall contain
such details and information as
Landlord may reasonably require from
time to time. The acceptance by
Landlord of payment of Percentage
Rent or reports thereof shall be
without prejudice and shall in no
event constitute a waiver of
Landlords right to claim a
deficiency in the payment of such
Percentage Rent or to audit Tenants
books and records, as hereafter set
forth. Tenant agrees to prepare,
keep and maintain for a period of
not less than three years complete
and accurate books of account and
records of all purchases and
receipts of merchandise, inventories
and all sales and other transactions
by Tenant and its concessionaires,
licensees and tenants from which
Gross Sales can be determined.
Tenant agrees to record all sales,
as the time each sale is made,
whether for cash or credit, in a
cash register or registers
containing locked-in cumulative
tapes with accumulation capacity.
Tenant shall keep for at least three
years all pertinent original sales
records, which records shall include
(i) daily dated register tapes; (ii)
serially numbered sales checks and
slips; (iii) duplicate bank deposit
slips and bank statements; (iv)
related computer records; (v) such
other records as would normally be
required to be kept and examined by
an independent certified public
accountant in accordance with
accepted auditing practices in
performing an audit of Tenants
Gross ales; and (vi) all income,
sales and occupation tax returns.(d) Deleted Upon five days prior
written notice to Tenant, Landlord
shall have the right to cause a
complete audit to be made of
business affairs conducted at, upon
or from the Premises by Tenant (and
all concessionaires, licensees or
tenants of Tenant) and all books and
records pertaining thereto,
including those specified in
subsection (c) of this Section, and
Tenant will make all such books and
records available, or cause the same
to be made available for such
examination at the Premises; said
audit shall be conducted by
Landlords authorized
representative. If the results of
such audit shall show that Tenants
statement of Gross Sales for any
Fiscal Period has been understated
by 2% or more, then Tenant agrees to
pay Landlord the cost of such audit
in addition to any deficiency
payment required as shown by such
audit with interest thereon as
provided in the Section titled
Method of Payment, Past Due Rents.
A report of the findings of
Landlords authorized representative
shall be biding and conclusive upon
Landlord and Tenant. The furnishing
by Tenant of any statement which
understates Gross Sales by 5% or
more shall constitute a material
breach of this Lease and entitle
Landlord at it election to all
remedies herein granted in the event
of default by Tenant. Any
information obtained by Landlord as
a result of such audit shall be held
in strict confidence by Landlord,
except in any action or proceeding
by Landlord to enforce its rights
under this Lease, or in connection
with any prospective sale or
financing of the Premises or any
part thereof.(e) Tenant shall not directly or
indirectly engage in, own or operate
any businesses similar to that
authorized to be conducted
hereunder, or use or permit the use
of the same or a similar trade name,
within a radius of three miles of
the nearest outside boundary of the
Shopping Center during the Term;
provided, however, that nothing
herein shall be construed to prevent
operation of any of Tenants
existing stores under their present
tradenames. In the event of any
violation of the covenant contained
in the previous sentence, and in
addition to all other remedies for
default provided hereunder, the
Gross Sales, as defined in this
Lease, of any such businesses within
the restricted radius shall be
included in the Gross Sales made
from the Premises, and the rent
hereunder shall be computed upon the
aggregate of the Gross Sales made
from the Premises and from such
other businesses. Under such
circumstances, Tenant agrees to make
available to Landlord all sales
records from Tenants other
businesses within five (5) days of
Landlords request. The audit
provisions of paragraph (d) above
shall also apply to such other
businesses.(f) Tenant agrees to cause the
business located on the Premises to
be included in Tenants advertising
program so that said business will
receive at least equivalent
treatment with respect to
advertising and publicity as is
afforded other businesses now owned,
operated or hereafter acquired by
tenant and to cause mention of the
address, tradename and location of
said business in such advertising
and publicity.(g) Deleted In determining the rent
payable by Tenant subsequent to an
event of default, as provided in
Section 16, the Percentage Rent for
each year of the then unexpired term
shall be deemed to be equal to the
average annual Percentage Rent paid
by Tenant from the Commencement Date
of the occurrence of
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such event of
default, or during the three Lease
Years preceding such event of
default, whichever period is
shorter, plus 10% per year for each
such year of the unexpired term.(h) Landlord shall not become or be
deemed a partner or a joint venture
with Tenant by reason of provision
of this Section 3.(i) Deleted In the event that
Tenant has not realized and
maintained, as a minimum, the Base
Sales amount referred to in Section
1 hereof for the Fiscal period
ending nearest to the end of the
second full calendar year after the
date of this Lease, Landlord shall
have the unilateral right at any
time and from time to time
thereafter to terminate this Lease
and Tenants right to use the
Premises, upon sixty (60) days
prior written notice subject to and
in accordance with the provisions of
Section 16 and 18 hereof. The
provisions of this Section 3 shall
also apply to all permitted
sublessees and assignees of Tenant
as to the applicable time period.(j) Deleted For each forthcoming
year, the annual Minimum Rent shall
be increased by the previous years
Percentage Rent payable hereunder.
If the forthcoming years stipulated
annual Minimum Rent is greater than
the previous years Minimum Rent
plus Percentage Rent payable
hereunder, there will be no increase
to the forthcoming years stipulated
annual Minimum Rent.(k) Should Tenant fail to furnish
Landlord, when due, with any Gross
Sales Reports required herein, then
Landlord shall have the right to
assess a minimum fee of Twenty-five
and No/100 Dollars ($25.00) per day
until the required report is
furnished and such fee shall be
considered as additional rent
hereunder, provide, however, unless
Tenant shall have failed to provide
such reports on more than two (2)
occasions during the Term, Landlord
shall not charge the slate fee
unless a report remains outstanding
for five (5) days after written
notice from Landlord that such
report ahs not been furnished.(l) Deleted If the Lease year
commences on any day other than the
first day of a full Fiscal Period,
or terminates on any day other than
the last day of a full Fiscal
Period, then the First Fiscal Period
shall be deemed to be those days
between the Commencement Date and
the start of the first full Fiscal
Period, and the Last Fiscal Period
shall be those days from the end of
the last full Fiscal Period and the
termination date of the Lease, and
Percentage Rent for those periods,
if any is due, shall be calculated
according to the definition of
Percentage Rent in Section 1 of this
Lease, and, just as in the case of
full Fiscal Periods, shall be due
and payable on the 20th
of the month following the end of
the Fiscal Point.Utility Charges:
    
    Tenant shall arrange for utilities
on its own account and in its own
name and shall be solely responsible
for and pay when due all charges for
heat, water, gas, electricity or any
other utility services used or
consumed in the Premise beginning on
the date Tenant takes possession of
the Premises for purposes of
fixturing or Tenant Improvements as
set forth in Section 4. In the
event separate bills are not
obtainable for any such expense,
Tenant shall pay Landlord the
Tenants Proportionate Share of such
charges and expenses, subject to
adjustment based on any
extraordinary use or consumption of
any utility by Tenant on the
Premises, within five days after
billing therefor. In the event such
charges shall not be paid when due,
Landlord shall have the right to pay
same, which amount so paid is hereby
declared to be additional rent due
on demand with interest as provided
in Section 3.Taxes:
    
    Tenant agrees to pay Landlord as
additional rent Tenants
Proportionate Share of (a) the total
general and special real estate
taxes and assessments which are
levied and assessed on all land and
buildings in the Shopping Center,
including the Premises and all
common areas, during the Term and
(b) Landlords expenses in
contesting the validity of, or
seeking a reduction in, or in
seeking to prevent an increase in
any such tax or assessment, or
attempting to obtain any refund
thereof or reassessment in the value
of the Shopping Center or any
portion thereof. Tenants
Proportionate Share shall be paid in
monthly installments on or before
the first day of each calendar
month, in advance, in an amount
estimated by Landlord. Upon receipt
of all tax, assessment and expense
bills attributable to any Lease
Year, Landlord shall furnish Tenant
with a written statement of the
actual amount of Tenants
Proportionate Share. If the total
amount paid by Tenant under this
Section for any Lease Year shall be
less than the actual amount due from
Tenant for such Lease Year as shown
on such statement, Tenant shall pay
to Landlord the difference between
the amount paid by Tenant and the
actual amount due, such deficiency
to be paid within 10 days after
demand therefor by Landlord; and if
the total amount paid by Tenant
hereunder for any Lease Year shall
exceed such actual amount due from
Tenant for such Lease Year, such
excess shall
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be credited against
payments hereunder next due, or if
no payments are next due, refunded
to Tenant. Tenant shall further pay
as additional rent all rental use
taxes related to the Premises
assessed by any governmental
authority whether measured by
Tenants gross rental payments or
otherwise, and whether charged
against Tenant or Landlord (but not
including income or franchise taxes
or any other taxes imposed upon or
measured by Landlords net income,
profits or net worth unless the same
shall be imposed in lieu of real
estate taxes). All amounts of
additional rent payable pursuant to
this section shall be payable in the
manner and at the place provided for
in Sections 3 and 21 hereof. Tenant
shall further pay and discharge when
due any federal, state, county or
municipal tax levied or assessed
against the leasehold estate created
hereby, and any taxes levied or
assessed against any trade fixtures,
furnishings, equipment, leasehold
improvements, alterations or
additions made by Tenant,
merchandise and personal property of
any kind owned, installed or used by
Tenant in or upon the Premises
during the Term.Insurance:
    
    Landlord shall, during the Term,
keep in full force and effect public
liability, property damage, fire,
extended coverage, casualty, rent
loss and flood (if required)
insurance covering the Premises and
the Shopping Center (excluding the
Tenant Improvements and property
required to be insured by Tenant
pursuant to Section 13 hereof), with
coverage and in amounts as are
customary with respect to like
properties in the area where the
Shopping Center is located. Tenant
agrees to pay Landlord as additional
rent, Tenants Proportionate Share
of the premiums charged Landlord for
such Insurance, prorated on a per
diem basis for the first and last
Lease Years. Tenants Proportionate
Share shall be paid in monthly
installments on or before the first
day of each calendar month, in
advance, in an amount estimated by
Landlord.Additional Rent:
    
    Tenant covenants to pay and
discharge when the same shall become
due, as additional rent, all
amounts, liabilities and obligations
which Tenant has assumed or agreed
to pay or discharge pursuant to this
Lease including those enumerated in
this Section 3 and elsewhere in this
Lease, together with every fine,
penalty, interest and cost which may
be added for non-payment or late
payment thereof.Method of Payment, Past Due Rents:
    
    The term rent as used in this
Lease shall mean and include all
Minimum Rent, Percentage Rent,
Estimated Charges and additional
amounts payable hereunder. All rent
shall be paid to Landlord at the
Rental Payment Address specified in
Section 21 or at such other place or
to such other person as Landlord may
from time to time direct in writing,
or as is otherwise provided herein,
in lawful money of the United States
of America. If Tenant should fail
to pay the Landlord when due any
installment of Minimum Rent or other
sum to be paid hereunder, Tenant
will pay Landlord on demand a late
charge of ten percent (10%) thereof
or Three Hundred and No/100 Dollars
($300.00), whichever is greater.
Failure to pay such late charge upon
demand thereof shall be an event of
default under this Lease. Provision
for such late charge shall be in
addition to all other rights and
remedies available to Landlord
hereunder or at law or in equity and
shall not be construed as liquidated
damages or limiting Landlords
remedies in any manner. In
addition, any and all sums remaining
unpaid shall accrue interest at the
rate of twelve percent (12%) or
Wachovia Bank, N.A. Bank Prime plus
three percent (3%) per annum
whichever is the greater, commencing
on the due date for any such
payment, provided however that the
rate shall not exceed that which is
limited by law.Net Lease:
    
    This is a net lease and the rent,
additional rent and all other sums
payable hereunder by Tenant shall be
paid without notice, demand, setoff,
counterclaim, deduction, or defense
and, except as otherwise expressly
provided herein, without abatement
or suspension. Except as otherwise
expressly provided in this Lease,
this Lease shall not terminate, nor
shall Tenant have any right to
terminate this Lease nor shall
Tenant be entitled to any abatement
or reduction of rent hereunder, nor
shall the obligations of Tenant
under this Lease be affected, by
reason if (i) any damage to or in
the destruction of all or any part
of the Premises from whatever cause,
(ii) the taking of the Premises or
any portion thereof by condemnation,
requisition or otherwise for any
reason, (iii) the prohibition,
limitation or restriction of
Tenants use of all or any part of
the Premises, or any interference
with such use, by law or ordinance
or other governmental regulation or
by injunction, (iv) any default on
the part of Landlord under this
Lease, or under any other agreement
to which landlord and Tenant may be
parties, (v) the bankruptcy,
insolvency, reorganization,
composition, readjustment,
liquidation, dissolution, winding up
or other proceeding affecting
Landlord or any assignee of
Landlord, or (vi) any other cause
whether similar or dissimilar to the
foregoing. It is the intention of
the parties hereto that the
obligations of Tenant hereunder
shall continue to be payable in all
events and that the obligations of
Tenant hereunder shall continue
unaffected, unless the requirement
to pay or perform the same shall
have been terminated pursuant to an
express provision of this Lease.
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Condition of Premises:
    
    Landlord agrees that it will, at its
sole cost and expense as soon as is
practical after the execution of
this Lease, commence and pursue to
completion the improvements to been
erected by Landlord to the extent
shown on the attached Exhibit B
labeled Description of Landlords
Work and Tenants Work. Tenants
taking possession of the Premises
shall be conclusive evidence as
against Tenant that the Premises
were in satisfactory condition when
Tenant took possession. Tenant
acknowledges that it has inspected
the Premises and hereby accepts the
Premises AS IS with no
representation or warranty by
landlord as to the condition of the
Premises or their suitability for
tenants proposed improvements
thereto or use thereof or the
condition of the Shopping Center,
and with no promise by Landlord or
its agent to improve or repair the
premises of the Shopping Center
except as set forth in Exhibit B
attached hereto.Tenants Work:
    
    Any additional improvements to the
Premises necessary for the Tenants
use or occupancy thereof and not
listed as Landlords work in Exhibit
B shall be completed by Tenant, at
Tenants expense, and shall
hereinafter be referred to as
Tenant Improvements. The Tenant
Improvements shall be completed by
Tenant in conformity with the
specifications in Exhibit B. Tenant
agrees to submit to Landlord plans
and specifications covering the
Tenant Improvements in such detail
as Landlord or Managing Agent may
require within fifteen (15) days of
execution of this Lease and Tenant
agrees not to commence any work on
any of the Tenant Improvements until
Landlord has approved such plans and
specifications in writing. At all
times during Tenants construction,
Landlord and its representatives
shall have the right to enter upon
the Premises for the purpose of
inspecting construction and progress
of the Tenant Improvements. Tenant
agrees that its entry onto and
occupation of the Premises prior to
the Commencement Date shall be
subject to all of the terms of this
Lease, except the covenants to pay
the amounts as set forth in Section
3 as rent, taxes or insurance. If
Tenant Improvements deviate from the
plans and specifications approved by
the Landlord, Landlord can elect to
(a) approve the deviation in the
Tenants Improvements, (b) have
Tenant make corrections to
correspond with the approved plans
and specifications, and (c) place
Tenant in default for material
deviation in Tenants Improvements.Excuse of Performance
    
    Anything in this Lease to the
contrary notwithstanding, neither
Tenant nor Landlord shall be deemed
in default with respect to the
performance of any of the terms of
this Lease (except for payment of
money due hereunder) if a failure of
performance is due to any strike,
lockout, boycott, labor dispute,
civil commotion, war-like operation,
invasion, rebellion, hostilities,
military or usurped power, sabotage,
governmental regulation or control,
inability to obtain any material or
service, Act of God, adverse weather
condition, energy shortage or any
other cause whether similar to
dissimilar, beyond the reasonable
control of Tenant or Landlord;
provided such cause is not due to
the willful act of Tenant or
Landlord; and further provided that
delays or failures to perform
resulting from lack of funds shall
not be deemed delays beyond the
reasonable control of a party; and
further provided that the foregoing
shall not relieve Tenant from its
obligation timely to pay rent and
other sums due under this Lease. In
order to claim the benefits of this
section, the party claiming any such
excuse for its performance hereunder
must have given the other party
written notice of the cause and
anticipated duration of such failure
of performance within 5 days of the
occurrence of said cause.Failure of Tenant to Open:
    
    In the event that the Tenant fails
to take possession and to open the
Premise for business fully improved,
to fixtured, stocked and staffed by
the Commencement Date, then the
Landlord shall have, in addition to
any and all remedies herein
provided, the right to its option to
collect not only the Minimum Rent
and additional amounts due in
accordance with Section 3 hereof,
but also additional rent at the rate
of $.03 per square foot of Leasable
Space in the Premises per day for
each and every day that the Tenant
shall fail to commence to do
business; said additional rent shall
be deemed to be liquidated damages
for the benefit of Landlord and
shall be in lieu of any Percentage
Rent if applicable that might have
been earned during such period of
the Tenants failure to open.
  Use:
    
    (a) The Premises shall be occupied and used only for the Permitted
Uses and for no other purpose whatever unless Landlord, in its sole
right, discretion or with the approval and consent of any other
interested party who has a right, consents to a change of such uses.
Tenant acknowledges and agrees that the Permitted Uses of the
Premises set forth herein are a critical element of the bargain of
the parties hereto and that actual and substantial detriment will
result to Landlord and the other tenants and occupants of the
Shopping Center in the event that a change or deviation in such uses
shall occur or be permitted without the express written consents
herein required.
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(b) Tenant agrees to keep the Premises open and diligently, actively
and continuously operate the business conducted therein under the
tradename specified in Section 1, using a sufficient number of
adequately trained managers and personnel for efficient service,
during the minimum hours and days and evenings of the week which are
indicated on Exhibit C, provided that such minimum hours of operation
are subject to change from time to time by Landlord so long as any
such change is applicable to substantially all tenants of the
Shopping Center. Tenant shall carry at all times in the Premises a
full stock of current season merchandise of such quantity, character,
and quality as to maximize Gross Sales and shall operate 100% of the
Premises. Tenant shall install and maintain at all times display
windows on the Premises. Tenant agrees to conduct Tenants business
at all times in a first-class, high-grade manner consistent with
reputable business standards and practices in good faith and in such
manner that the high reputation of the Shopping Center is furthered.
Tenant agrees that storage and office space in the Premises shall
only exist to the extent required for the permitted uses conducted on
the Premises. No auction, fire, liquidation or bankruptcy sales may
be conducted in the Premises without the prior written consent of
Landlord having been first obtained. Landlord makes no warrant that
the zoning of the Premises is proper for Tenants business purpose.
Such determination shall be the Tenants sole responsibility. Tenant
acknowledges that the Shopping Center is an Interdependent enterprise
and its success is dependent upon the opening and continued operation
of Tenants business in accordance with the Lease. In the event
Tenant breaches the provisions of this subparagraph (b), in addition
to all other remedies contained in this Lease, Landlord may assess a
charge of $.05 per square foot of Leasable Space for each day or
portion thereof that these provisions are violated. Such charge
shall be deemed additional rent hereunder and shall be due and
payable within ten (10) days of billing thereof.
  Quiet Employment:
    
    If and so long as Tenant shall pay the rent specified
herein and observe and perform all covenants, agreements
and obligations required by it to be observed and
performed hereunder, Tenant shall peaceably and quietly
hold and enjoy the Premises for the Term without
hindrance or interruption by Landlord or any other
person or persons lawfully or equitably claiming by,
though or under Landlord, subject, nevertheless, to the
terms and conditions of this Lease and the mortgages and
other matters to which this Lease is subordinate.
Landlord expressly reserves the right as to the Shopping
Center at any time to do, or permit to be done, any or
all of the following: add or remove buildings or
structures; change the number and location of buildings
and structures; change building dimensions; change the
number of floors in any of the buildings or structures;
enclose any mall; add to, alter or remove partially or
wholly any structure or structures used to enclose any
plaza area; change the identity and type of stores and
tenancies and the dimensions thereof; change the name of
the Shopping Center in which the Premises are located;
change the address or designation of the Premises;
provide subterranean and multiple level parking decks;
convert common areas into leasable areas; change the
means of access to and egress from the Shopping Center,
and expand or reduce the size of the Shopping Center,
provided, however, that no such changes shall deny or
materially interfere with reasonable visibility of,
ingress to, or egress from the Premises.Right of Entry:
    
    Tenant agrees that Landlord, Managing Agent, their
agents, employees or servants or any person authorized
by Landlord may enter the Premises for the purpose of
inspecting the condition of the same and to make such
repairs, additions, improvements, changes or alterations
to the Premises or the building of which they are a part
as Landlord may elect to make, and to exhibit the same
to prospective purchasers, mortgagees and, tenants of
other areas of the Shopping Center and to prospective
tenants and to place in and upon the Premises during the
last six months of the Term as such places as may be
determined by Landlord for rent signs or notices, and
tenant undertakes and agrees that neither Tenant nor any
other person within Tenants control will interfere with
such signs or notices. Such entry, inspection and
repairs, additions, improvements, changes or alterations
as Landlord may make of or to the Premises or the
building of which the Premises are a part shall not
constitute eviction of Tenant in whole or in part, and
the rent reserved shall in no wise abate while such work
is being done by reason of loss or interruption of
business of Tenant or otherwise. If Tenant or Tenants
agents or employees shall not be present to permit entry
to the Premises at any time when for any reason entry
therein shall be necessary in the reasonable judgment of
the Landlord to prevent injury or damage, Landlord,
Managing Agent or their
 10




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##### 



agents or employees may enter
same by or by forcible entry or otherwise without
liability therefor and without in any manner affecting
the obligations, covenants, terms or conditions of this
Lease. Nothing herein contained, however, shall be
deemed or construed to impose upon Landlord any
obligation or liability whatsoever for care,
supervision, repair, improvement, addition, change or
alteration of the Premises or the building of which they
are a part or the Shopping Center or any part thereof
other than herein expressly provided.
  Nuisance:
    
    Tenant shall not perform any acts or carry on any
practices which may injure the building of which
the Premises are a part, violate any certificate
of occupancy affecting same, constitute a public
or private nuisance or a menace to other tenants
in the Shopping Center, produce undue noise,
create obnoxious fumes or odors or otherwise
cause unreasonable interference with other
tenants of the Shopping Center.Waste, Etc.:
    
    Tenant agrees not to: (a) permit any unlawful or
immoral practice to be carried on or committed on
the Premises; (b) make any use of or allow the
Premises to be used for any purpose that might
invalidate or increase the rates of insurance
therefor; (c) keep or use or permit to be kept or
used on the Premises any inflammable fluids or
explosives without the written permission of the
Landlord first had and obtained; (d) use the
Premises for any purpose whatsoever which might
create a nuisance or injure the reputation of the
Premises or the Shopping Center; (e) deface or
injure the Premises or the Shopping Center; (f)
overload the floors; (g) sell or consume or allow
the sale or consumption of alcoholic beverages on
the Premises, unless the same is included in the
Permitted Uses and appropriate licenses and
insurance coverage has been secured; or (h)
commit or suffer any waste in or about the
Premises. Tenant agrees to pay as additional
rent any increase in the cost of insurance on the
Premises to Landlord as a result of any
unauthorized use of the Premises by Tenant, but
such payment shall not constitute in any manner a
waiver by Landlord of its rights to enforce all
of the covenants and provisions of this Lease.Hazardous Material:
    
    Tenant shall not cause or permit any Hazardous
Material to be brought upon, kept or used in or
about the Premises by Tenant, its agents,
employees, contractors or invitees, without the
prior written consent of Landlord (which Landlord
shall not unreasonably withhold as long as Tenant
demonstrates to Landlords reasonable
satisfaction that such Hazardous Material is
necessary or useful to Tenants business and will
be used, kept and stored in a manner that
complies with all laws regulating any such
Hazardous Material so brought upon or used or
kept in or about the Premises). If Tenant
breaches the obligations in the preceding
sentence, or if the presence of Hazardous
Material on the Premises caused or permitted by
Tenant results in contamination of the Premises,
or if contamination of the Premises by Hazardous
Material otherwise occurs for which Tenant is
legally liable to Landlord for damage resulting
therefrom, then Tenant shall identify, defend and
hold Landlord harmless from any and all claims,
judgments, damages, penalties, fines, costs,
liabilities or losses (including, without
limitation, diminution in value of the Premises,
damages for the loss or restriction on use of
rentable or usable space or if any amenity of the
Premises, damages arising from any adverse impact
on marketing of space, and sums paid in
settlement of claims, attorneys fees, consultant
fees and expert fees) which arise during or after
the lease term as a result of such contamination.
This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in
connection with any investigation of site
conditions or any cleanup, remedial, removal or
restoration work required by any federal, state
or local governmental agency or political
subdivision because of Hazardous Material present
in the soil or ground water on or under the
Premises. Without limiting the foregoing, if the
presence of any Hazardous Material on the
Premises caused or permitted by Tenant results in
any contamination of the Premises, Tenant shall
promptly take all actions at its sole expense as
are necessary to return the Premises to the
condition existing prior to the introduction of
any such Hazardous Material to the Premises;
provided that Landlords approval of such actions
shall first be obtained, which approval shall not
be unreasonably withheld so long as such actions
would not potentially have any material adverse
long-term or short-term effect on the Premises.As used herein, the term Hazardous Material
means any hazardous or toxic substance, material
or waste which is or becomes regulated by any
local government authority, the state in which
the Premises are located or the United States
Government. The provisions of this Section shall
remain in force after the termination of the
Lease.Rules and Regulations:
    
    Tenant covenants and agrees with Landlord that:
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(a) All loading and unloading of goods shall be
done only at such times, in the areas and through
the entrances designed for such purposes by
Landlord.(b) The delivery or shipping of merchandise,
supplies, furnishings and fixtures to and from
the Premises shall be subject to such rules and
regulations as in the judgment of Landlord are
necessary for the proper operation of the
premises and the Shopping Center.(c) All garbage and refuse shall be kept in the
kind of container specified by Landlord and shall
be placed outside of the Premises prepared for
collection in the manner and at the times and
places specified by Landlord. If Landlord shall
provide or designate a service for picking up
refuse and garbage, Tenant shall use same at
Tenants cost. Tenant shall pay the cost of
removal of all of Tenants refuse or rubbish.(d) No aerial or any other device or structure
including but not limited to T.V., disc, etc.
shall be erected on the roof or exterior walls of
the Premises, or on the Shopping Center, without
in each instance, the written consent of
Landlord. Any aerial so installed without such
written consent shall be subject to removal
without notice at any time.(e) Tenant shall keep the Premises at a
temperature sufficiently high to prevent freezing
water in pipes and fixtures.(f) The areas immediately adjoining the Premises
shall be kept clean and free from dirt and
rubbish by Tenant to the satisfaction of
Landlord, and Tenant shall not place or permit
any obstructions or merchandise in such areas.(g) Tenant and Tenants employees shall park
their cars only in those portions of the parking
areas designated for that purpose by Landlord.
Tenant shall from time to time furnish Landlord
with state automobile license numbers assigned to
Tenants car or cars, and cars of Tenants
employees.(h) The plumbing facilities shall not be used for
any other purpose than that for which they were
constructed, and no foreign substance of any kind
shall be disposed of therein.(i) Tenant shall not burn any trash or garbage of
any kind in or about the Premises or the Shopping
Center. Tenant shall sweep sidewalk in front of
the store and keep the windows and sills clean.(j) Tenant shall keep the signs, exterior lights
and display window lights on the Premises lighted
each and every day of the Term during the hours
designated by Landlord.(k) Tenant shall not use or allow the Premises to
be used for any unlawful or improper purpose,
including, but no limited to, the unlawful or
improper use, possession, sale or distribution of
any illegal drugs or controlled substances as
prohibited by federal , state or local law.(l) If Tenants Use of the Premise includes any
of the following (restaurant, food preparation,
sale of food prepared in or from the Premises,
catering or automotive service or supply), Tenant
shall be responsible for the installation,
servicing, maintenance and any replacement of a
great trap system, the size of which shall
effectively contain all grease generated from the
Premises. Tenant shall contract with a
recognized grease removal contractor approved by
the Landlord and ensure that the Landlord is at
all times during the Term of any extensions
thereof, provided with a copy of the then current
contract. Should a blockage occur because of the
discharge of fats, petroleum oil,
nonbiodegradable cutting oil, products of mineral
oil origin or grease from the Premises, Tenant
shall be liable for all costs to clean and clear
the sewer line as well as the costs for damage
done to adjoining tenants property. If Tenants
sewer discharges violate any of the local, state
or federal stream standard ordinances regarding
prohibited waste discharges or creates a public
nuisance, Tenant shall be solely responsible for
any and all fines levied against the Landlord,
its Agent or neighboring tenants. Noncompliance
with any of the above regulations shall result in
a Default of the Lease and shall be subject to
monetary penalties contained herein.The term Landlord as used in (a) through (l)
above shall be deemed to include Landlords
Managing Agent.
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In the event any violation of any of the above
rules and regulations continues after five (5)
days following notice to the Tenant of such
violation, beginning on such fifth day tenant
shall, in addition to any and all other remedies
of Landlord provided in this Lease for default by
Tenant, pay liquidated damages of Fifty Dollars
($50.00) per day for each such violation for each
day such violation continues. Landlord reserves
the right to adopt additional rules and
regulations in respect to the conduct of Tenants
activities in the Premises and the Shopping
Center, which upon adoption shall be deemed
incorporated herein, provided that Tenant is
given notice thereof.
  Compliance with Law and Contracts:
    
    Tenant shall, at its expense, comply
with and shall cause the Premises
and Tenants employees to comply
with all governmental statutes,
laws, rules, orders, regulations and
ordinances including environmental
laws and regulations affecting the
Premises or any part thereof, or the
use thereof, at any time during the
Term. Tenant shall, at its expense,
comply with the requirements of all
policies of insurance which at any
time may be in force with respect to
the Premises, and with the
provisions of all contracts,
agreements and restrictions
affecting the Premises or any part
hereof or the occupancy or use
thereof.Title and Covenant Against Liens:
    
    The Landlords title is and always
shall be paramount to the title of
the Tenant and nothing in this
contained shall empower the Tenant
to do any act which can, shall or
may encumber the title of the
Landlord. Tenant covenants and
agrees not to suffer or permit any
lien of mechanics or materialmen to
be placed upon or against the
Shopping Center or the Premises or
against the Tenants leasehold
interest in the Premises and, in
case of any such lien attaching, to
immediately pay and remove same.
Tenant has no authority or power to
cause or permit any lien or
encumbrance of any kind whatsoever,
whether created by act of Tenant,
operation of law or otherwise, to
attach to or be placed upon the
Shopping Center or the Premises, and
any and all liens and encumbrances
created by Tenant shall attach only
to Tenants interest in the
Premises. If any such liens so
attach and Tenant fails to pay and
remove same within ten (10) days,
Landlord, at its election, may pay
and satisfy the same and in such
event the sums so paid by Landlord,
with interest from the date of
payment at the rate set forth in
Section 3 hereof for amounts owed
Landlord by Tenant, shall be deemed
to be additional rent due and
payable by Tenant at once without
notice or demand and/or Landlord may
place Tenant in Default under this
Lease.Indemnification:
    
    Tenant agrees to pay, and to
protect, save harmless and indemnify
Landlord, agents and employees of
Landlord, from and against any and
all liabilities, losses, damages,
costs, expenses (including all
attorneys fees and expenses of
Landlord), causes of action, suits,
claims, demands or judgments of any
nature whatsoever (except those
arising from the gross negligent
acts of Landlord, its agents or
employees) arising from any of the
following: (a) any injury to, or
the death of any person or damages
to property on the Premises; (b) any
injury to, or the death of any
person or damage to property upon
adjoining sidewalks, parking areas,
streets or ways which arises out of
or is in any manner connected with
any activity of Tenant or sponsored
or co-sponsored by Tenant, with or
without Landlord approval or which
arises out of or is in any manner
connected with the use, condition or
occupation of the Premises or any
part thereof by Tenant; (c)
violation of any agreement or
condition of this Lease by Tenant;
or (d) violation by Tenant of any
contract or agreement to which
Tenant is party or any restriction,
statute, ordinance or regulation, in
each case affecting the Premises or
adjoining areas, or any part
thereof.
  Maintenance by Tenant
    
    Tenant shall at all times maintain
the entire Premises (including
maintenance of exterior entrances
and all glass and show window
moldings) and all floors, ceilings,
interior walls, partitions, doors,
fixtures, equipment and
appurtenances thereof (including,
but not limited to lighting,
plumbing fixtures and heating, air
conditioning, ventilating,
electrical and fire detection and
protection systems installed by
landlord or tenant exclusively
serving the Premises and including
leaks around ducts, pipes, vents or
other parts of the heating, air
conditioning, ventilating and
plumbing systems which protrude
through the roof of the Premises) in
good order, appearance, condition
and repair, including all necessary
replacements thereof. During the
entire term hereof, Tenant agrees to
contract for the regular maintenance
and repair of the heating,
ventilating and air conditioning
equipment with a reputable service
contractor acceptable to landlord
and to provide an executed copy of
such agreement to Landlord. If
Landlord has not received a
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copy of
such agreement within ten (10) days
of request therefor, in addition to
all other remedies hereunder,
Landlord may, but shall not have the
obligation to, contract for such
services and bill the Tenant the
cost thereof plus 20% for
administration and overhead as
additional rent payable upon demand.Maintenance by Landlord:
    
    (a) Landlord covenants to maintain
or cause to be maintained only the
foundation and roof of the Premises,
and the structural soundness of the
concrete floors and exterior and
demising walls thereof in good
order, repair and condition,
exclusive of any work required
because of damage caused by any act,
omission or negligence of Tenant,
any subtenant or their respective
employees, agents, invitees,
licensees or contractors. Landlord
shall not be required to commence
any such repair until ten (10) days
after written notice from Tenant
that the same is necessary. The
provisions of this paragraph shall
not apply in the case of damage or
destruction by fire or other
casualty or a taking under the power
of eminent domain, in which events
the obligations of the Landlord
shall be controlled by the Sections
of this Lease dealing therewith.(b) If Landlord is required to make
repairs to the Premises by reason of
Tenants acts, omissions or
negligence, or if Tenant refuses or
neglects to repair as required
hereunder to the reasonable
satisfaction of Landlord, Landlord
may make such repairs without
liability to Tenant for any loss or
damage that may accrue to Tenants
merchandise, fixtures, or other
property or to Tenants business by
reason thereof. Upon completion
thereof, Tenant shall reimburse
Landlords costs for making such
repairs plus twenty percent (20%) of
such costs for overhead and
supervision, upon presentation of a
bill therefor, as additional rent.
  Control of Common Areas:
    
    All automobile parking areas,
entrances and exits thereto, and
other facilities furnished by
Landlord from time to time in or
near the Shopping Center, including
employee and customer parking areas,
mall areas, the truck way or ways,
loading docks, package pick-up
stations, Shopping Center signs,
pedestrian sidewalks and ramps,
landscaped areas, exterior and
interior stairways, facades,
canopies, hallways, display and
exhibit areas and other areas and
Improvements provided by Landlord
for general use, in common, by
tenants of the Shopping Center,
their officers, agents, employees
and customers shall at all times be
subject to the exclusive control and
management of Landlord or its
designees, and Landlord shall have
the right from time to time to
establish, modify and enforce
reasonable rules and regulations
with respect to all facilities and
areas mentioned in this Section.
All facilities and areas, including
but not limited to the foundations,
concrete floors, exterior walls, and
roofs of all buildings within the
Shopping Center and all ducts,
conduits and similar items, heating,
ventilating, air conditioning,
plumbing, security and fire
detection and protection systems and
storm, sanitary drainage and other
utility systems not installed by or
exclusively serving a single tenant
of the Shopping Center, are
hereinafter collectively called the
Common Areas. Landlord or its
designees shall have the right to
construct, maintain and operate
lighting and parking facilities on
all Common Areas; to police the
same; from time to time to change or
reduce the area, level, location,
size and arrangement of parking
areas and other facilities
hereinafter referred to; to restrict
parking by tenants, their officers,
agents and employees to employee
parking areas; to close all or any
portion of said areas or facilities
to such extent as may, in the
opinion of Landlords counsel, be
legally sufficient to prevent a
dedication thereof or the accrual of
any rights to any person or the
public therein to close temporarily
all or any portion of the parking
areas or facilities; to erect
improvements or buildings on such
parking areas for lease or sale
purposes and other common areas and
to lease area improvements; to
discourage non-customer parking; and
to do and perform such other acts in
and to said areas and improvements
as, in the use of good business
judgment, the Landlord shall
determine to be advisable with a
view to the improvement of the
convenience and use thereof by
tenants of the Shopping Center,
their officers, agents, employees
and customers; provided that no such
changes shall deny or materially
adversely interfere with the
reasonable visibility of, ingress to
or egress from the Premises.License:
    
    All Common Areas and facilities
therein not within the Premises
which Tenant may be permitted to use
and occupy are to be used and
occupied under a revocable license,
and if the amount of such areas be
diminished, Landlord shall not be
subject to any liability nor shall
Tenant be entitled to any
compensation or diminution or
abatement of rent, nor shall such
diminution of such areas be deemed
constructive or actual eviction.
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Maintenance Charges:
    
    (a) Tenant agrees to pay as
additional rent, monthly or less
frequently as directed by Landlord,
Tenants Proportionate Share of the
Shopping Centers Common Area
Maintenance Cost (as hereinafter
defined). Such payments shall be
based on Landlords reasonable
estimates, subject to adjustment
from time to time on determination
of the actual amount of the Shopping
Centers Common Area Maintenance
Cost. The failure of Tenant to pay
any portion of Tenants
Proportionate Share of the Shopping
Centers Area Maintenance Cost on or
before the tenth (10th)
day after notice from landlord shall
constitute a material default under
this Lease and shall be treated for
all purposes as a default in the
payment of rent.(b) Shopping Centers Common Area
Maintenance Cost shall be the total
of all items of cost and expense
expended (including appropriate
reserves) in operating, managing,
equipping, protecting, policing,
lighting, repairing, replacing and
maintaining the Common Areas and
their facilities (less any insurance
proceeds collected with respect to
any such repair or replacement)
including, but not limited to, all
costs and expenses of (1)
maintaining and repairing the Common
Areas as shall be required in
Landlords judgment to preserve the
utility and condition of the Common
Areas in substantially the same
condition and status though not
necessarily the same area or
configuration as the Common Areas
were in as of the Commencement Date;
(2) security, fire detection and
protection and traffic direction and
control; (3) cleaning and removal of
rubbish, dirt, debris, water, snow
and ice (including removal of water,
snow and ice from rooftops); (4)
planting, replanting and replacing
flowers and landscaping; (5) water,
drainage and sewage; (6) liability,
property damage, fire, extended
coverage, flood, rent loss,
malicious mischief, vandalism,
workers compensation and employees
liability, and any other casualty
and liability insurance; (7) wages,
health and welfare benefits, pension
or profit sharing benefits, union
dues, vacations, unemployment taxes
and social security taxes; (8)
personal property taxes; (9) permits
and licenses; (10) supplies; (11)
the operation of loud-speakers and
any other equipment supplying music;
(12) utility services and lighting
(including the cost of light bulbs
and electric current); (13)
patching, repairing, resurfacing,
topping and marking of all parking
and drive areas; (14) filling,
sealing and supporting of sinkholes;
(15) depreciation of machinery and
equipment used in the operation of
the Common Areas (but not including
depreciation of the original cost of
acquiring Common Areas of the
Shopping Center); (16)
administrative charges in an amount
not to exceed fifteen percent (15%)
of the Shopping Centers Common Area
Maintenance Cost (exclusive of such
administrative charges); (17) the
charges of any independent
contractor who, under contract with
the Landlord or its representatives,
does any of the work of operating,
maintaining or repairing the Common
Areas; and (18) any other expense or
charge, whether or not hereinbefore
mentioned, which in accordance with
generally accepted accounting and
management principles, would be
considered as an expense of
managing, operating, maintaining or
repairing the Common Areas.
  Fixtures:
    
    All readily moveable furnishings,
store fixtures and equipment owned
and used by Tenant in the Premises
shall at all time during the term be
and remain the property of the
Tenant without regard to the means
by which they are installed in or
attached to the Premises. Upon
expiration or termination of this
Lease, Tenant shall remove all such
furnishings, fixtures, and equipment
and restore the Premises as provided
in Section 18, provided that Tenant
shall not remove any equipment,
conduits, and fixtures providing
water, plumbing, electrical,
heating, ventilation, air
conditioning, lighting and sewer
service to the Premises, all of
which, together with any other
furnishing, fixtures and equipment
not removed by Tenant as provided
above, shall become the property of
Landlord upon expiration of the term
or termination of Tenants right to
possession of the Premises pursuant
to Section 16 and shall be
conclusively presumed to have been
conveyed by Tenant to Landlord under
this Lease as a bill of sale without
any payment or credit by Landlord to
Tenant.Signs:
    
    Tenant shall have the right to place
signs and advertisements on the
exterior and interior of the
Premises and the Shopping Center in
the locations and subject to the
conditions set forth in Exhibit D,
provided that the size, style and
appearance of all exterior signs and
all interior signs visible from the
exterior of the Premises shall be
subject to the approval of Landlord
or Managing Agent and shall be in
compliance with applicable law. At
the expiration or sooner termination
of the Term of this Lease, Tenant
shall remove all of its exterior and
interior signage existing at the
Premises. Such signage and all
installations appurtenant thereto,
including panels and electrical
hook-ups, shall be removed and the
Premises restored to its condition
before the installation of such
signage. In the event Tenant shall
have failed or refused to remove any
such signage, and to restore the
Premises as required hereunder,
Landlord, after providing
 15




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seven (7)
days notice to Tenant, may undertake
the removal and restoration at
Tenants sole cost and expense.
Tenant shall pay such removal and
restoration costs within ten (10)
days after receipt of Landlords
invoice therefor.Contractual Lien:
    
    All furnishings, fixtures (including
trade), personal property, equipment
and merchandise (secured property)
which have been, are, or may be, put
into the Premises either before or
after the Effective Date of the
Lease, whether exempt or not from
sale under execution and attachment
under the laws of the state where
the Premises are located, shall at
all times be subject to a first lien
and security interest in favor of
Landlord, for the purpose of
securing Tenants performance under
this Lease including, but not
limited to, the payment of all rent,
additional rent or other sums which
may become due to Landlord from
Tenant hereunder. Upon default or
breach of any covenants of this
Lease, Landlord shall have all
remedies available under the Uniform
Commercial Code enacted in the state
where the Premises are located
including, but not limited to, the
right to take possession of the
above mentioned secured property and
dispose of it by sale in a
commercially reasonably manner.
Tenant hereby agrees to sign a
Uniform Commercial Code Filing Form
similar to that attached hereto as
Exhibit C upon a request to do so by
the Landlord, for the purpose of
serving notice to third parties of
the security interest herein
granted, or failing to do so upon
request, does hereby appoint
Landlord or the Managing Agent as
tenants attorney-in-fact for said
purpose. In addition to any
statutory lien provided by law, this
provision is intended to provide a
contractual lien and security
interest in the secured property and
is intended by the parties to be
fully enforceable as between
themselves and all third parties in
all events, including but not
limited to, any event of bankruptcy
described herein. Tenant hereby
grants such lien and security
interest to Landlord and warrants
that there are no prior liens
existing against the secured
property. In accordance with said
lien herein granted by Tenant to
Landlord, tenant shall not remove
from the Premises any of said
secured property without the written
consent of Landlord (except for
normal repairs and replacements).Alterations:
    
    Tenant shall not make any
alterations, additions, improvements
or changes in the Premises without
in each instance first obtaining the
prior written consent of Landlord,
which consent shall not be
unreasonably withheld; provided that
Tenant may make in a first-class
manner such interior additions,
improvements and changes in the
Premises as Tenant may deem
necessary or desirable in connection
with operation of its retail store
in the Premises so long as such
alterations, additions, improvements
and changes are non-structural and
do not interfere with or otherwise
affect any heating, ventilating, air
conditioning, plumbing, security,
fire detection and protection or
utility systems except those
installed by Tenant or exclusively
serving the Premises. All such
permitted alterations, additions,
improvements and changes in the
Premises shall be at Tenants
expense and shall conform to all
specifications set forth in Exhibit
b and comply with all insurance
requirements and with applicable
governmental laws, and shall conform
to all specifications set forth in
Exhibit B and comply with all
insurance requirements and with
applicable governmental laws,
statutes, ordinances, rules and
regulations. Tenant shall be
responsible for and shall pay to
Landlord, as additional rent, the
entire amount of any real estate
taxes attributable to any
alterations, additions or
improvements made by Tenant pursuant
to this Section. All such
alterations, additions, improvements
and changes shall become upon
completion the property of the
Landlord, unless otherwise agreed to
in writing by the Landlord.Loss and Damage to Tenants Property
    
    Landlord shall not be liable for any
damages to property of Tenant or of
others located on the Premises, or
for the loss or damage to any
property of Tenant or of others by
theft or otherwise. All property of
tenant kept or stored on the
Premises shall be so kept or stored
by the risk of Tenant only, and
Tenant shall hold Landlord harmless
from any claims arising out of
damage to the same, including
subrogation claims by Tenants
insurance carrier, unless such
damage shall be caused by the
willful act or gross neglect of the
Landlord.
  All of Premises Taken:
    
    If the whole of the Premises shall
be taken or condemned either
permanently or temporarily for any
public or quasi-public use or
purpose by any competent authority
in appropriation proceedings or by
any right of eminent domain or by
agreement or conveyance in lieu
thereof (each of the foregoing being
hereinafter referred to as
Condemnation), this Lease shall
terminate as of the day before the
date of such taking, and Tenant
shall pay rent and perform all of
its other obligations under this
Lease up to such date with a
proportionate refund by Landlord of
any rent which shall have been paid
in advance for periods subsequent to
such date.
 16




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Less Than All of Premises Taken:
    
    If less than all but more than
twenty-five percent of the Leasable
Space in the Premises is taken by
Condemnation, or if (regardless of
the percentage of Leasable Space in
the Premises which is taken) the
remainder of the Premises cannot be
used for Tenants continued use or
occupancy for Tenants business, in
the reasonable judgment of Landlord,
then in either such event Landlord
or Tenant shall each have the right
to terminate this Lease upon notice
to the other party within sixty days
after possession is taken by such
Condemnation. If this Lease is so
terminated, it shall terminate as of
the day before the day of such
taking, and Tenant shall pay rent
and perform all of its other
obligations under this Lease up to
such date with a proportionate
refund by Landlord of any rent which
shall have been paid in advance for
periods subsequent to such date. If
this Lease is not so terminated, it
shall terminate only with respect to
the parts of the Premises so taken
as of the date possession shall be
taken by such authority, and Tenant
shall pay rent up to such date with
a proportionate refund by Landlord
of any rent which shall have been
paid in advance for periods
subsequent to such date.
Thereafter, the Minimum Rent and
Estimated Charges shall be reduced
in direct proportion to the amount
of Leasable Space of the Premises
taken, and Landlord agrees, at
Landlords cost and expense, as soon
as reasonably possible to restore
the remainder of the Premises to a
complete unit of similar quality and
character as the condemnation award
received by Landlord (less all
expenses, costs and legal fees
incurred by Landlord in connection
with such award) multiplied by a
fraction the numerator of which is
the number of square feet of
Leasable Space in the Premises so
taken and the denominator of which
is the number of square feet of
Leasable Space in the Shopping
Center so taken will allow.Shopping Center Taken:
    
    If any part of the Shopping Center
is taken by Condemnation so as to
render, in Landlords sole judgment,
the remainder unsuitable for use as
a retail shopping center, Landlord
shall have the right to terminate
this Lease upon notice to Tenant
within 120 days after possession is
taken by such Condemnation. If
Landlord so terminates this Lease,
it shall terminate as of the day
before the day of such taking, by
the condemning authority, and Tenant
shall pay rent and perform all of
its other obligations under this
Lease up to such date with a
proportionate refund by Landlord of
any rent which shall have been paid
in advance for periods subsequent to
such date.Ownership of Award:
    
    As between Landlord and Tenant, all
damages for any Condemnation of all
or any part of the Shopping Center,
including without limitation all
damages as compensation for
diminution in value of the
leasehold, reversion and fee of the
Premises, and the Tenant
Improvements, shall belong to the
Landlord without any deduction
therefrom for any present or future
estate of Tenant, and Tenant hereby
assigns to Landlord all its right,
title and interest to any such
award. Although all damages in the
event of any Condemnation are to
belong to Landlord, whether such
damages are awarded as compensation
for diminution in value of the
leasehold, reversion or fee of the
Premises, or the Tenant
Improvements, Tenant shall have the
right to claim and recover from the
condemning authority, but not from
Landlord, such compensation as may
be separately awarded or recoverable
by Tenant in Tenants business by
reason of the Condemnation and for
or on account of any cost or loss
which Tenant might incur in removing
Tenants merchandise, furniture and
fixtures, provided that the effect
of such award is not to reduce the
award otherwise payable to Landlord.
  Insurance to be Provided by Tenant:
    
    Tenant shall maintain throughout the
Term, at its expense, insurance of
the following character: (a)
casualty insurance against loss or
damage by fire and other risks from
time to time included under
extended coverage policies with
endorsements for vandalism and
malicious mischief, in the amount of
the full replacement cost of all
Tenant Improvements, furniture,
trade fixtures, equipment,
merchandise and all other items of
Tenants property on the Premises;
(b) insurance against loss or damage
to plate glass in or on the
Premises; (c) business interruption
insurance insuring that the monthly
Minimum Rent and all other payments
due under this Lease will be paid
for a period of up to one year if
the Premises are destroyed or
rendered inaccessible by a risk
insured under (a) above; (d) if the
Permitted uses include sale and/or
serving of alcoholic beverages,
insurance covering any claims
arising under applicable law
relating to said uses which could be
asserted against Landlord, Tenant or
the Premises; (e) workers
compensation insurance in amounts
required by applicable law covering
all personnel employed in connection
with any work done on or about the
Premises; (f) a policy of
comprehensive, all risk public
liability insurance insuring
Landlord and Tenant against any
liability arising out of the
ownership, use, occupancy or
maintenance of the Premises and all
areas appurtenant thereto with
initial basic limits of not less
than $500,000 for injury or death of
one person in any one accident or
occurrence and with basic limits of
not less than $1,000,000 for injury
or death of more than one person in
any one accident or occurrence.
Such
 17




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insurance shall further
initially insure Landlord and Tenant
against liability for property
damage of not less than $100,000 and
not less than $100,000 for fire
legal liability; (g) such other
insurance on the Premises in such
amounts and against such other
insurable hazards which at the time
are commonly obtained in the case of
property similar to the Premises.
In addition, Tenant shall maintain
throughout the Term, as its expense,
a standard umbrella insurance policy
with initial limits of $2,000,000.
The limit of any of the insurance
required by this Section shall not
limit the liability of Tenant.
Tenant may provide this insurance
under a blanket policy, provided
that said insurance shall have a
Landlords protective liability
endorsement attached thereto and
otherwise strictly complies with all
other terms and conditions in this
Lease. Any such blanket policy must
also contain an endorsement which
(i) identifies with specificity the
particular address of the Premise as
being covered under the blanket
policy; (ii) provides minimum
guaranteed coverage amounts per
occurrence as provided herein for
the Premises; and (iii) expressly
waives any pro-rata distribution
requirement contained in such
blanket policy (if any) covering the
Premises. The limits of all
insurance required herein shall be
increased from time to time to
reflect the increase in the consumer
price index and as required by good
business practice.General Insurance Requirements:
    
    Each policy of insurance referred to
in the preceding paragraph shall be
issued by companies authorized to
issue such insurance in the state
where the Premises are located and
which maintain an A.B. Best Company,
Inc. rating of A-, X or better,
shall name Landlord, including its
agent and other parties designated
by Landlord, as additional insured
as their interests may appear
(ATIMA) with respect to all
liability (including umbrella)
policies and as loss payees under
all property coverages, and shall be
written as a primary policy which
contains agreement by the insurer
that it will not cancel or fail to
renew or amend such policy or reduce
the coverage thereunder except
after thirty days prior written
notice to Landlord and that any loss
otherwise payable thereunder shall
be payable notwithstanding any act
or negligence of Tenant which might,
absent such agreement, result in a
forfeiture of all or part of such
insurance payment and
notwithstanding (a) the occupation
or use of the Premises for purposes
more hazardous than permitted by the
terms of such policy; (b) any
foreclosure or other action or
proceeding taken by any mortgagee of
the Premises; or (c) any change in
title of ownership of the Premises.
On or prior to the Commencement
Date, Tenant shall deliver to
Landlord certificates of the
insurers, evidencing all of the
insurance which is required to be
maintained by Tenant hereunder
together with evidence of the
payment of all premium therefor, and
Tenant shall, within thirty days
prior to the expiration of any such
insurance, deliver other
certificates of the insurers
evidencing the renewal or
replacement of such insurance
together with evidence of the
payment of all premiums therefor.
Should Tenant fail to maintain or
renew any insurance provided for in
this Section, or to pay the premium
therefor, or to deliver to Landlord
any of such certificates, then and
in any of said events, Landlord, at
its option, but without obligation
to do so, may procure such
insurance, and any sums so expended
by Landlord (together with
Landlords reasonable administrative
expense in procuring such insurance)
shall be additional rent hereunder
and shall be paid by Tenant to
Landlord on the first day of the
month next following the date on
which such expenditure is made by
Landlord. If Tenant fails to
furnish Landlord with a copy of
certificate of any insurance policy
required to be furnished by Tenant
to Landlord when due, and such
failure continues for ten (10) days
after written notice from Landlord,
Landlord may assess and collect a
minimum administrative fee of Ten
and No/100 Dollars ($10.00) for each
day said policy or certificate has
not been received in the office of
Landlord at the close of each
business day and such fee shall be
considered as additional rent
hereunder and shall be in addition
to all other remedies hereunder.Waiver of Claims:
    
    Landlord and Landlords agent and
employers shall not be liable for
and Tenant waives all claims for
damages to person or property
sustained by Tenant or any party
claiming through Tenant resulting
from any accident or occurrence in
or upon the Premises, the building
of which they shall be a part, or
the Shopping Center, including but
not limited to such claims for
damage resulting from: (i) any
equipment or appurtenances becoming
out of repair; (ii) Landlords
failure to keep the Shopping Center,
said building of the Premises in
repair; (iii) injury done or
occasioned by wind, settling, earth
movement or other natural causes;
(iv) any defect in or failure of
plumbing, heating, or air
conditioning equipment, electric
wiring of installation thereof, gas,
water, steam pipes, stairs, porches,
railings or walks; (v) broker glass,
the backing up of any water or sewer
pipe or downspout; the bursting,
leaking or running of any tank, tub,
washstand, water closet, waste or
water pipe, drain or any other pipe
or tank through the roof, skylight,
trapdoor, stairs, walks, Common Area
or any other place upon or near such
building or the Premises or
otherwise; (vii) the failing of any
fixtures, plaster, stucco or the
like; and (viii) any act,
commission, or negligence of
co-tenants or of other persons or
occupants of the Shopping Center.
 18




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Destruction of Premises:
    
    In the event that the Premises are
totally or partially damaged or
destroyed or destroyed by fire or
other casualty or occurrence covered
by insurance, the damage shall be
repaired and the Premises restored
to the same condition as they were
in immediately before such damage or
destruction by Landlord at
Landlords expense to the extent of
insurance recovery. If such damage
results from a cause not insured, or
the cost of repair of restoration
exceeds the amount of insurance
proceeds received by Landlord and
available for restoration of the
Premises, Landlord may elect to
either repair or restore the
Premises or to terminate this Lease
upon giving notice of such election
in writing to Tenant within thirty
days after the occurrence of the
event causing the damage; provided
that if Landlord elects to terminate
this Lease, Tenant may, within
thirty days after receiving
Landlords notice to terminate,
elect to pay to Landlord at the time
Tenant notifies Landlord of such
election the difference between the
amount of insurance proceeds and the
cost of repair and restoration, in
which case Landlord shall repair and
restore the Premises as aforesaid
and shall provide Tenant with
satisfactory evidence that all sums
contributed by Tenant as provided in
this Section have been expended by
Landlord in paying the cost of such
repair and restoration; provided
further that if Tenant does not give
Landlord notice of such election,
this Lease shall terminate upon the
expiration and said thirty-day
period. If Landlord is required or
elects to rebuild as herein
provided, Landlord shall rebuild
with due diligence and in any event
within 270 days after the casualty
(subject to causes of the type set
forth in Section 4 and delays in the
adjustment of insurance) only that
part of the Premises originally
provided by Landlord at its expense
pursuant hereto, and Landlord shall
have no responsibility to rebuild or
restore any portion of the Premises
constructed by Tenant at its
expense. If the casualty or the
repairing or rebuilding shall render
the Premises untenantable in whole
or in part, a proportionate
abatement of the Minimum Rent shall
be allowed from the date when the
damage occurred until the date when
the Premises have been restored by
Landlord, said proportion to be
computed on the basis of the
relation which the square foot
leasable area of the portion of the
Premises rendered untenantable and
not occupied by Tenant bears to the
aggregate square foot leasable area
of the Premises.Destruction of Shopping Center:
    
    In the event that fifty percent
(50%) or more of the Leasable Space
of the buildings in the Shopping
Center of which the Premises are a
part shall be damaged or destroyed
by fire or other cause,
notwithstanding that the Premises
may be unaffected by such fire or
other cause, Landlord may terminate
this Lease and the tenancy hereby
created by giving to Tenant thirty
days prior written notice of
Landlords election to terminate,
which notice shall be given, if at
all, within the sixty (60) days
following the date of said
occurrence.
  Assignment and Subletting:
    
    Tenant has the right to assign this
Lease or any interest therein to any
affiliate of Dover Saddlery, Inc.
without the necessity of obtaining
written consent of the Landlord.
Tenant shall not assign this Lease
to any interest therein, whether
voluntarily, involuntarily or by
operation of law, or sublet the
Premises or any portion thereof,
without the prior written consent of
Landlord, which consent may be
granted or withheld in the sole
discretion of Landlord, and no
permitted assignment or subletting
shall relieve Tenant of Tenants
covenants and agreements hereunder.
The consent of Landlord to any one
assignment pursuant hereto shall not
be deemed to be a waiver of the
provisions of this Section with
respect to any subsequent
assignments or subleases. Each such
permitted sublease shall expressly
be made subject to the provisions of
this Lease. If Tenant assigns any
of its rights and interests under
this Lease, the assignee under such
assignment shall expressly assume
all of the obligations of Tenant
hereunder in a written instrument
satisfactory to Landlord at the time
of such assignment. No assignment
or sublease shall impose any
obligations on Landlord or otherwise
affect any of the rights of Landlord
under this Lease nor shall it affect
or reduce any of the obligations of
Tenant hereunder, and all such
obligations shall continue in full
effect as obligations of a principal
and not as obligations of a
guarantor or surety to the same
extent as though no assignment of
subletting had been made. In the
event Tenant shall assign this Lease
or sublease the Premises for rent or
other consideration in excess of the
rent payable hereunder, Landlord
shall receive all such excess rent
or other consideration as additional
rent hereunder. The assignee or
sublessee shall be required to make
all payments due to Landlord and
Landlord shall thereafter, in a
prompt manner, remit to Tenant any
amounts that may be due Tenant.
Tenant shall, concurrently with the
execution and delivery of any such
permitted assignment or sublease,
deliver a duplicate original thereof
 19




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to Landlord. A change in the
beneficial or record ownership of
any class of capital stock of
Tenant, a transfer of partnership
interests of the beneficial interest
in Tenant and a sale of
substantially all of the merchandise
on the Premises to one purchaser
shall be treated as and deemed to be
an event of assignment of this Lease
within the foregoing provisions of
this Section, if the effect of same
shall be to result in a change in
management or control of Tenant
which shall be subject to the terms
hereof. The Tenant shall pay
Landlord a minimum administrative
fee of Five Hundred and No/100
Dollars ($500.00) plus reasonable
attorneys fees for each proposed
sublease or assignment of this
Lease. Upon any sublease or
assignment by Tenant or its
successor(s) which is not approved
by Landlord, the Landlord shall have
the right to unilaterally terminate
this Lease.Criteria for Assignment and
Subletting:
    
    The Landlord has retained the prior
right of consent to proposed
assignment or sublease for several
substantial business and equity
reasons which were considerations
for this Lease, including, without
limitation, the fact that the
success and continuation thereof of
the Shopping Center is directly
related to the use and operation of
each particular store in the concept
of the overall and integrated
merchandising scheme of the Shopping
Center, the obligations of Landlord
owed to mortgagees, major tenants,
other nearby shopping centers and
the public; the direct economic
benefits to be derived to Landlord
in the form of Percentage Rent based
upon Gross Sales; and the reputation
and expertise of Tenant. In
evaluating and determining whether
or not to consent to a requested
assignment or sublease of the
Premises by Tenant, Landlord must be
satisfied in its sole reasonable
determination that the criteria
elements set forth above must
continue to be satisfied and the
Landlord must receive adequate
assurance of (i) the financial
condition and stability of the
proposed assignee, sublessee or
subtenant (assignee); (ii) the
reputation and expertise of the
assignee; (iii) the ability and
likelihood of payment by assignee of
all rents and other amounts due
hereunder; (iv) assignees ability
including the expectation of
Percentage Rate in amounts no less
than that previously received from
Tenant and expected to be received
in the future based upon increased
reasonable sales projection, and
such other assurances as Landlord
requires.Encumbrance:
    
    Neither this Lease nor the Term
shall be mortgaged, pledged or
encumbered by Tenant, nor shall
Tenant mortgage, pledge or encumber
the interest of Tenant in and to any
sublease of the Premises or the
rental payable thereunder, without
the prior written consent of
Landlord, which consent may be
granted or withheld in the sole
discretion of Landlord, and Tenant
shall not allow or permit any
transfer of this Lease or any
interest hereunder by operation of
law. Any such mortgage, pledge,
encumbrance, sublease, assignment or
transfer made in violation of this
Section shall be void.
  Events of Default:
    
    Any of the following occurrences or acts shall constitute an event of default under this Lease:(a) If Tenant, at any time during Term, shall (i) fail to make any payment of rent, additional
rent or other sum herein required to be paid by Tenant for a period of five (5) days after
delivery by Landlord of written notice to Tenant that any such payment has become due; or (ii)
fail to pay rent, additional rent or other sums herein required to be paid by Tenant when due
on two or more occasions during any twelve-month period; or (iii) fail to cure, immediately
after notice from Landlord, any hazardous condition which Tenant has created or suffered in
violation of law or this Lease; or (iv) fail to observe or perform any of the covenants in
respect to assignment, subletting and encumbrance set forth in Section 15; or (v) fail to
remove any liens attached to the Premises for a period of ten (10) days after notice by
Landlord; or (vi) fail to observe or perform any other provision hereof for thirty days after
Landlord shall have delivered to Tenant written notice of such failure provided that in the
case of any default referred to in this clause (vi) which cannot be cured by the payment of
money and cannot with diligence be cured within such thirty-day period, if Tenant shall
commence, to cure the same within such thirty-day period and thereafter shall prosecute the
curing of same with diligence and continuity, then the time within which such failure may be
cured shall be extended for such period not to exceed sixty days as may be necessary to
complete the curing of the same with diligence and continuity; or(b) to the full extent permissible under the Bankruptcy Reform Act of 1978, or any successor
thereto, (i) if Tenant or any Guarantor shall file a petition in bankruptcy or for
reorganization or for an arrangement pursuant to any present or future federal or state
bankruptcy law or under any similar federal or state law, or shall to be adjudicated a
bankrupt or insolvent or shall make an assignment for the benefit of its creditors or shall
admit in writing its inability to pay its debts generally as thy become due, or if a petition
or answer
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proposing the adjudication of Tenant or any Guarantor as a bankrupt or its
reorganization under any present or future federal or state bankruptcy law or any similar
federal or state law shall be filed in any court and such petition or answer shall not be
discharged or denied within thirty days after the filing thereof; or (ii) if a receiver,
trustee or liquidator of Tenant or any Guarantor of all or substantially all of the assets of
Tenant or any Guarantor of the Premises or any portion thereof shall be appointed in any
proceeding brought by or against Tenant or any Guarantor and shall not be discharged within
thirty days after such appointment, or if Tenant or any Guarantor shall consent to or
acquiesce in such appointment; or
 (c) if the Tenant, without prior notice and Landlords consent, transfers a substantial part
of Tenants furnishings, fixtures, merchandise, equipment, operations, business or personnel
from Premises, or is in the process of so transferring, the Tenant shall be deemed to have
abandoned the Premises, or to be in the process of abandoning the Premises, and in either
case, in addition to all remedies under this Section 16, Landlord shall have the right to take
any lawful action to preserve its security, including, but not limited to, the implementation
of the remedies set forth in Sections 11 and 16 of this Lease immediately and without notice;
or(d) if Tenant fails to carry on its business at the Premises for a period of five consecutive
business days; or(e) if Tenant fails to take possession of the Premises within ten (10) days after possession
is tendered by Landlord, or fails to submit plans or other information regarding the Tenant
improvements for Landlords approval or to commence and complete construction of the Tenant
Improvements to be constructed by Tenant when and as required by the provisions of this Lease
and open its business therein promptly upon such completion.Right to Terminate:
    
    If an event of default shall have occurred, or with the passage of time or the giving of
notice would have occurred, Landlord shall have the right at its election, then or at any time
thereafter, to give Tenant written notice of Landlords election to terminate this Lease on a
date specified in such notice. Upon the giving of such notice, this Lease and estate hereby
granted shall expire and terminate on such date as fully and completely and with the same
effect as if such date were the date hereinbefore fixed for the expiration of the Term, and
all rights of the Tenant hereunder shall expire and terminate, but Tenant shall remain liable
as hereinafter provided. In the event the Tenant files any bankruptcy proceeding, or any
bankruptcy proceeding is filed against the Tenant under the laws of the United States, the
Tenant shall elect (and shall make every reasonable effort to cause the Trustee to elect)
within ten days of the entry of the Order of Relief whether to accept or reject the terms of
this Lease and perform the same.Right of Re-Entry:
    
    If any event of default shall have occurred, or with the passage of time or the giving of
notice would have occurred, Landlord shall have the immediate right, whether or not this Lease
shall have been terminated pursuant to this Section 16, to re-enter and repossess the Premises
or any part thereof by force, summary proceedings, ejectment or otherwise with the right to
remove all persons and property therefrom. Landlord shall be under no liability for or by
reason of any such entry, repossession or removal. No such re-entry or taking of possession
of the Premises by Landlord shall be construed as an election of Landlords part to terminate
this Lease unless a written notice of such election be given to Tenant pursuant to this
Section 16 or unless the termination of this Lease be decreed by a court of competent
jurisdiction.Right to Relet:
    
    At any time or from time to time after the repossession of the Premises or any part thereof
pursuant to this Section 16, whether or not this Lease shall have been terminated pursuant to
this Section 16, Landlord may (but shall be under to obligation to) relet the Premises or any
other part thereof for the account of Tenant, in the name of Tenant or landlord or otherwise,
without notice to Tenant, for such term or terms (which may be greater or less than the which
period would otherwise have constituted the balance of the Term) and on such conditions (which
may include concessions or free rent) and for uses as Landlord, in its absolute discretion,
and determine, and Landlord may collect and receive any rents payable by reason of such
reletting. Landlord shall not be responsible or liable for any failure to collect any rent
due upon such reletting.Tenant to Remain
Liable:
    
    No expiration or termination of this Lease pursuant to this Section 16, by operation of law or
otherwise, and no repossession of the Premises or any part thereof pursuant to this Section 16
or otherwise, and no reletting of the Premises or any part thereof pursuant to or any part
thereof pursuant to this Section 16, shall relieve Tenant of its liabilities and obligations
hereunder, all of which shall survive such expiration, termination, repossession or reletting.
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Current Damages:
    
    In the event of any expiration or termination of this Lease or repossession of the Premises or
any part thereof by reason of the occurrence of an event of default, Tenant will pay to
Landlord the rent, additional rent and other sums required to be paid by the Tenant for the
period to and including the date of such expiration, termination or repossession, and,
thereafter until the end of what would have been the Term in the absence of such expiration,
termination or repossession, and whether or not the Premises or any part thereof shall have
been relet, Tenant shall be liable to Landlord for, and shall pay to Landlord, as liquidated
and agreed current damages the rent, additional rent and other sums which would be payable
under this Lease by Tenant in the absence of such expiration, termination or repossession,
less the net proceeds, if any, of any reletting effected for the account of Tenant pursuant to
this Section 16, after deducting from such proceeds all of Landlords expenses reasonably
incurred in connection with such reletting (including, without limitation, all repossession
costs, brokerage commissions, legal expenses, attorneys fees, employee expenses, alteration
costs and expenses of preparation for such reletting). Tenant will pay such current damages
on the days on which rent would have been payable under this Lease in the absence of such
expiration, termination or repossession, and Landlord shall be entitled to recover the same
from Tenant on each such day.Final Damages:
    
    At any time after any such expiration or termination of this Lease or repossession of the
Premises or any part thereof by reason of the occurrence of an event of default, whether or
not Landlord shall have collected ant current damages pursuant to this Section 16, Landlord
shall be entitled to recover from Tenant, and Tenant will pay to Landlord on demand, as and
for liquidated and agreed final damages for Tenants default and in lieu of all current
damages beyond the date of such demand (it being agreed that it would be impracticable or
extremely difficult to fix the actual damages), a lump sum payment equal to the excess, if
any, of (a) the rent, additional rent and other sums which would be payable under this Lease
from the date of such demand (or, if it be earlier, the date to which Tenant shall have
satisfied in full its obligations under this Section 16 to pay current damages) for what would
be the then unexpired Term in the absence of such expiration, termination or repossession,
discounted to present worth at an assumed interest rate of 5% per annum, compounded annually
over (b) the then net rental value of the Premises discounted to present worth at an assumed
interest rate of 5% per annum, compounded annually for the same period. Rental value shall be
established by reference to the terms and conditions upon which Landlord relets the Premises
if such reletting is accomplished within a reasonable period of time after such expiration,
termination or repossession, and otherwise established on the basis of Landlords estimated
and assumptions of fact regarding market and other relevant circumstances, which shall govern
unless shown to be erroneous by a court of competent jurisdiction. If any statute or rule of
law shall validly limit the amount of such liquidated final damages to less than the amount
above agreed upon, Landlord shall be entitled to the maximum amount allowable under such
statute or rule of law.Event of Bankruptcy
Defined:
    
    An Event of Bankruptcy means filing of a voluntary petition by Tenant, or the entry of an
order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code (or the
conversion to Chapter 11 or 13 proceeding of a proceeding that is filed by or against Tenant
under any other chapter of the Bankruptcy Code). The parties hereto agree that the following
provisions of this section are and shall be deemed to be commercially reasonable.Assumption of Lease:
    
    If an Event of Bankruptcy occurs, the trustee of Tenants bankruptcy estate, or Tenant as
debtor-in-possession, may assume the Lease, and may subsequently assign the Lease, only if it:(i) files a timely motion to assume in the appropriate court; (ii) cures all monetary defaults
within 10 days of date of assumption and nonmonetary defaults within 60 days; (iii)
compensates Landlord for all pecuniary losses as a result of the default of Tenant, trustee or
debtor-in-possession; (iv) provides Landlord with Adequate Assurance of Future Performance as
defined herein within 60 days after the date of the filing of the voluntary petition, the
entry of the order for relief or the date of conversion (or such additional time as a court of
competent jurisdiction may grant, for cause, upon a motion made within the original 60-day
period); and (v) delivers to Landlord a written statement that the conditions described herein
have been satisfied.Adequate Assurance:
    
    (a) For purposes only of Assumption of Lease above and in addition to any other requirements
under the bankruptcy Code, any future federal bankruptcy law and applicable case law,
Adequate Assurance means at least entering an order segregating sufficient cash to pay
Landlord as described above, and granting Landlord a valid first lien and security interest in
a form acceptable to Landlord, in Tenants property or bankruptcy estate in order to secure
the trustees or debtor-in-possessions obligations to cure defaults as described herein.
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(b) Adequate Assurance of Future Performance  For purposes only of Assumption of the Lease
provisions above, and in addition to any other requirements under the Bankruptcy Code, any
future federal bankruptcy law and applicable case law, Adequate Assurance of Future
Performance means at least: (i) the trustee or debtor-in-possession depositing with Landlord,
as security for the timely payment of rent and other monetary obligations, an amount equal to
the amount of two (2) months Minimum Rent and one-sixth (1/6) of Tenants annual obligation
under the Lease for the immediately proceeding twelve (12) months for Common Area Maintenance
costs, Real Estate Tax payments, insurance costs, promotional funds and similar charges; (ii)
the trustee or the debtor-in-possession providing adequate assurance of the source of the rent
and other consideration due under the Lease; (iii) the trustee or the debtor-in-possession
providing adequate assurance that the Percentage Rent due under the Lease will not decline
substantially; and (iv) Tenants bankrupt estate and the trustee or debtor-in-possession
providing adequate assurance that the bankrupt estate (and any successor after the conclusion
of the Tenants bankruptcy proceedings) will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to assure Landlord
that the bankruptcy estate (and any successor after the conclusion of Tenants bankruptcy
proceedings) will have sufficient funds to fulfill tenants obligations under the Lease and to
keep the Premises stocked with Merchandise and properly staffed with sufficient employees to
conduct a fully-operational, actively promoted business on the Premises, and as set forth in
the Lease.Assignment of Lease
after Event of
Bankruptcy:
    
    (a) General  If the trustee or the debtor-in-possession assumes the Lease under Assumption of
Lease above and applicable bankruptcy law, it may assign its interest in this Lease only if
the proposed assignee first provides Landlord with Adequate Assurance of Future Performance of
Assignee (see subparagraph (b) below) of all of Tenants obligations under the Lease and if
Landlord determines, in the exercise of its reasonable business judgment, that the assignment
of the Lease will not (i) breach any other lease, mortgage, financing agreement, or other
agreement relating to the Shopping Center by which Landlord is bound (and Landlord is not
required to obtain consents or waivers from any third party required under any lease,
mortgage, financing agreement, or other agreement by which Landlord is bound); or (ii) disrupt
the tenant mix of the Shopping Center or any other attempt by Landlord to provide a specific
variety of retail stores therein that, in landlords reasonable business judgment, would be
most beneficial to all of the tenants of the Shopping Center and would enhance its image,
reputation, and profitability.
(b) Adequate Assurance of Future Performance of Assignee  For purposes only of subparagraph
(a) above, and in addition to any other requirements under the Bankruptcy Code, any future
federal bankruptcy law and applicable case law, Adequate Assurance of Future Performance of
Assignee means at least the satisfaction of the following conditions: (i) the proposed
assignee submitting a current financial statement, audited by a certified public accountant,
that shows a net worth and working capital in amounts determined in the reasonable business
judgment of Landlord to be sufficient to assure the future performance by the assignee of
Tenants obligation under the Lease; (ii) if requested by Landlord in the exercise of its
reasonable business judgment, the proposed assignee obtaining a guarantee (in form and
substance satisfactory to Landlord) from one or more persons who satisfy Landlords standards
of credit worthiest; and (iii) the proposed assignee submitting written evidence, satisfactory
to Landlord in the exercise of its reasonable business judgment, of substantial retailing
experience in shopping centers of comparable size to the Shopping Center and in the sale of
merchandise and services permitted under the Lease.Rights Cumulative 
Non-Waiver:
    
    No right or remedy herein conferred upon or reserved to Landlord or Tenant is intended to be
exclusive of any other right or remedy, and each and every right and remedy shall be
cumulative and in addition to any other right or remedy given hereunder or now and hereafter
existing at law or in equity or by statute. The failure of Landlord or Tenant to insist at
any time upon the strict performance of any covenant or agreement or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a waiver or
relinquishment thereof for the future. The receipt by Landlord of any rent, additional rent
or any other sum payable hereunder with knowledge of the breach of any covenant or agreement
contained in this Lease shall not be deemed a waiver of such breach, and no waiver of any
provision of this Lease shall be deemed to have been made unless expressed in writing and
signed by Landlord or Tenant. In addition to other remedies provided in this Lease, Landlord
or Tenant shall be entitled, to the extent permitted by applicable law, to injunctive relief
in case of the violation, or attempted or threatened violation, of any of the covenants,
agreements, conditions or provisions of this Lease, or to a decree compelling performance of
this Lease, or to any other remedy allowed to Landlord or Tenant at law or in equity.Legal Expenses:
    
    In the event Tenant shall be in default in the performance of any of its obligations under
this Lease, or with the passage of time or the giving of notice would be in default, and an
action shall be brought for the
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enforcement thereof in which it shall be finally and with no
further appeal determined that Tenant was in default, the Tenant shall pay to Landlord all
attorneys fees and litigation expense incurred or paid by Landlord in connection therewith.
In the event Landlord shall, without fault on its part, be made a party to any litigation
commenced against tenant, if Tenant, at its expense, shall fail to provide Landlord with
counsel approved by Landlord, tenant shall pay as additional rent all costs and attorneys
fees incurred or paid by Landlord in connection with such litigation or proposed litigation.Landlords Right to
Cure:
    
    Landlord may, but shall not be obligated to, cure any default by Tenant after complying with
the notice provisions herein set forth (but such notice provisions shall not apply in the case
of an emergency), and whenever Landlord so elects, all costs and expenses paid or incurred by
Landlord in curing such default, including without limitation reasonable attorneys fees,
shall be considered as additional rent due on demand with interest as provided in Section 3.Default by Landlord:
    
    Landlord shall not be in default unless Landlord fails to perform obligations required of
Landlord within a reasonable time, but in no event earlier than thirty (30) days after
written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust
covering the Premises whose name and address shall have theretofore been furnished to Tenant
in writing, specifying wherein Landlord has failed to perform such obligation; provided,
however, that if the nature of Landlords obligation is such that more than thirty (30) days
are required for performance then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes the same
to completion. In no event shall Tenant have the right to terminate this Lease as a result of
Landlords default and Tenants remedies shall be limited to actual damages and in no event
shall Landlord ever have any liability or responsibility whatever for any consequential or
indirect damages, whether proximately or remotely related to a default by Landlord. The
Landlord shall be liable for the performance of its obligations hereunder only to the extent
of Landlords equity in the Premises and the respective owner or partners of Landlord, their
heirs, personal representatives, successors and assigns, shall not be personally liable.Landlords default shall be waived by Tenant if Tenant fails to provide Landlord with written
notice of such default within fifteen (15) days of such failure by Landlord to perform any
obligations required of Landlord within this Lease.Mitigation of
Damages:
    
    (a) Commercially Reasonable Efforts. Both Landlord and Tenant shall each use commercially
reasonable efforts to mitigate any damages resulting from a default of the other party under
this Lease.(b) Criteria for Substitute Tenant. Landlords obligation to mitigate damages after a default
by Tenant under this Lease that results in Landlord regaining possession of all or part of the
Premises shall be satisfied in full if Landlord undertakes to lease the Premises to another
tenant (a Substitute Tenant) in accordance with the following criteria: (i) Landlord shall
have no obligation to entertain negotiations with any other prospective tenants for the
Premises until Landlord obtains full and complete possession of the Premises including,
without limitation, the final and unappealable legal right to re-let the Premises free of any
claim of Tenant; (ii) Landlord shall not be obligated to offer the Premises to any prospective
tenant when other premises in the Shopping Center suitable for that prospective tenants use
are currently available, or will be available within the next six months; (iii) Landlord shall
not be obligated to lease the Premises to a Substitute Tenant for a rental less than the
current fair market rental then prevailing for similar retail space in comparable shopping
centers in the same market area as the Shopping Center; (iv) Landlord shall not be obligated
to enter into a new lease under terms and conditions that are unacceptable to Landlord under
the Landlords then current leasing policies for comparable space in the Shopping Center; (v)
Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant that
does not have, in Landlords reasonable opinion, sufficient financial resources or operating
experience to operate the Premises in a first-class manner; (vi) Landlord shall not be
required to expend any amount of money to specially advertise, alter, remodel, or otherwise
make the Premises suitable for use by a Substitute Tenant unless Tenant pays any such sum to
Landlord in advance of such actions (which payment shall not be in lieu of any damages or
other sums to which Landlord may be entitled to as a result of Tenants default under this
Lease); or Landlord, in Landlords sole discretion, determines that any such expenditure is
financially justified in connection with entering into any lease with such Substitute Tenant;
(vii) Landlord shall not be obligated to enter into a lease with any Substitute Tenant whose
use would: (a) disrupt the tenant mix or balance of the Shopping Center; (b) violate any
restriction, covenant or requirement contained in the lease of another
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tenant of the Shopping
Center; (c) adversely affect the reputation of the Shopping Center; or (d) be incompatible
with the operation of the Shopping Center as a first-class shopping center.(c) Mitigation Obligation Deemed Satisfied. Upon compliance with the above criteria
regarding the reletting of the Premises after a default by Tenant, Landlord shall be deemed to
have fully satisfied Landlords obligation to mitigate damages under this Lease and under any
law or judicial ruling in effect on the date of this Lease or at the time of Tenants default;
and Tenant waives and releases, to the fullest extent legally permissible, any right to assert
in any action by Landlord to enforce the terms of this lease, any defense, counterclaim, or
rights of setoff or recoupment respecting the mitigation of damages by Landlord, unless and to
the extent Landlord maliciously or in bad faith fails to act in accordance with the
requirements of this clause.(d) Tenants Mitigation Responsibility. Tenants rights to seek damages from Landlord as a
result of a default by Landlord, if allowed under this Lease, shall be conditioned on Tenant
taking all actions reasonably required, under the circumstances, to minimize any loss or
damage to Tenants property or business, or to any of Tenants officers, employees, agents,
invitees, or other third parties that may be caused by any such default of Landlord.
  Estoppel Certificate:
    
    Within ten (10) days after request
therefor by Landlord, Tenant agrees
to execute and deliver a certificate
in the form presented by Landlord to
any proposed mortgagee or purchaser
of the Premises, or to Landlord,
certifying (if such be the case) to
matters requested by Landlord
including without limitation the
following: (a) that Tenant is in
full and complete possession of the
Premises, such possession having
been delivered by Landlord or its
predecessor and accepted by Tenant;
(b) that any improvements required
to be furnished by Landlord by the
terms of this Lese have been
completed in all respects to the
satisfaction of the Tenant; (c) that
this Lease is in full force and
effect and has not been amended,
modified, supplemented or superseded
except as specifically noted; (d)
that there is no existing default on
the part of Landlord in the
performance of any covenant,
agreement or condition contained in
this Lease to be performed by
Landlord; (e) that the Tenant does
not have any actual or pending claim
against the Landlord; (f) that no
rents or other charges have been
prepaid by Tenant; and (g) that the
addressee of said certificate may
rely on the representations therein
made; and certifying as to the dates
of commencement and termination of
the Term, the date on which rents
commenced to accrue under this
Lease, and the date through which
rents and other charges hereunder
have been paid. Failure of Tenant
to execute and deliver the requested
certificate shall constitute an
event of default and Tenant agrees
to pay to Landlord as liquidated
damages (and in addition to all
remedies available to Landlord under
this Lease, at law or in equity)
$500.00 per day for each day Tenant
fails to so deliver such certificate
to Landlord after the expiration of
the ten (10) day limit. Further, if
Tenant fails to execute any such
certificate within said ten (10) day
period, Tenant hereby irrevocably
appoints Landlord as its
attorney-in-fact, to execute such
instrument in Tenants name.Subordination/ Superiority
    
    The rights and interests of Tenant
under this Lease shall be subject
and subordinate to any mortgage,
trust deed or deed of trust that is
or hereafter may be placed upon the
Shopping Center, or any part thereof
containing the Premises and to any
and all advances to be made
thereunder and to the interest
thereon and all renewals,
amendments, modifications,
replacements and extensions thereof,
if the mortgagee or trustee or
secured party named in such
mortgage, trust deed or deed of
trust shall elect to subject and
subordinate the rights and interests
of Tenant under this Lease to the
lien of its mortgage, trust deed or
deed of trust and shall agree by
instrument in writing to recognize
this Lease in the event of
foreclosure, if and so long as
Tenant is not in default hereunder.
Any mortgagee or trustee of the
Shopping Center or any part thereof
containing the Premises may elect to
give certain rights and interests of
Tenant under this Lease priority
over the lien of its mortgage, trust
deed or deed of trust. In the event
of either such election and upon
notification by such mortgagee or
trustee of that effect, the rights
and interests of Tenant under this
Lease shall be deemed to be
subordinate to or to have priority
over, as the case may be, the lien
of said mortgage, trust deed, or
deed of trust whether this Lease is
dated prior to or subsequent to the
date of said mortgage or trust deed.
Tenant shall, within ten (10) days
following the request of Landlord or
such secured party, execute and
deliver whatever instruments may be
required for such purpose. Failure
of Tenant to execute and deliver
such instruments shall constitute an
event of default and Tenant agrees
to
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pay to Landlord as liquidated
damages (and in addition to all
remedies available to Landlord under
this Lease, at law or in equity)
$500.00 per day for each day Tenant
fails to so deliver such instruments
to Landlord after the expiration of
the ten (10) day limit. Further, if
Tenant fails to execute any such
instruments within said ten (10) day
period, Tenant hereby irrevocably
appoints Landlord as its
attorney-in-fact, to execute such
instruments in Tenants name.Mortgagee Protection:
    
    Tenant agrees to give any mortgagee
or trustee of trust deed or deed of
trust (Mortgagee) of the Shopping
Center, by registered or certified
mail, given at the same time Tenant
gives notice to Landlord, a copy of
any notice of default served upon
the Landlord by Tenant, provided
that prior to such notice Tenant has
been notified in writing (by way of
service on Tenant of a copy of an
Assignment of Rents and Leases, or
otherwise) of the address of such
Mortgagee. Tenant further agrees
that if Landlord shall have failed
to cure such default within thirty
(30) days after such notice to
Landlord (or if such default cannot
be cured or corrected within that
time, then such additional time as
may be necessary if Landlord has
commenced within such thirty (30)
days and is diligently pursuing the
remedies or steps necessary to cure
or correct such default), then the
Mortgagee shall have an additional
thirty (30) days within which to
cure or correct such default (or if
such default cannot be cured or
corrected within that time, then
such additional time as may be
necessary if such Mortgagee has
commenced within such thirty (30)
days and is diligently pursuing the
remedies or steps necessary to cure
or correct such default, including
without litigation commencement of
foreclosure proceedings if necessary
to effect such a cure). Tenant
shall have no right to, and shall
not, terminate this Lease on account
of Landlords default and Tenants
remedies shall be as set forth in
Section 16. Should any prospective
mortgagee require a modification or
modifications of this Lease, which
modification or modifications will
not cause an increased cost or
expense to Tenant or in any other
way substantially change the rights
and obligations of Tenant hereunder,
then, and in such event, Tenant
agrees that this Lease may be so
modified and agrees to promptly
execute whatever documents are
required therefor and failure to do
so shall constitute an event of
default.
  Surrender:
    
    Upon the expiration or earlier termination of this Lease,
Tenant shall peaceably leave and surrender the Premises to
Landlord broom-clean and otherwise in the condition in which
the Premises are required to be maintained by the terms of this
Lease. Tenant shall surrender all keys for the Premises to
Landlord at the place then fixed for the payment of rent and
shall inform Landlord of all combinations on locks, safes, and
vaults, if any, in the Premises. Tenant shall, at its expense,
remove from the Premises on or prior to such expiration or
earlier termination all furnishings, fixtures and equipment
situated thereon (including all exterior and interior signs)
which are not the property of Landlord as provided in Section
11, and Tenant shall, at its expense, on or prior to such
expiration or earlier termination, repair any damage caused by
such removal. Any property not so removed shall become the
property of Landlord, and Landlord may thereafter cause such
property to be removed from the Premises and disposed of, but
the cost of any such removal and disposition and the cost of
repairing any damage caused by such removal shall be borne by
Tenant.Holdover:
    
    Should the Tenant or any party claiming under Tenant hold over
in possession at the expiration of the Term, such holding over
shall not be deemed to extend the Term or renew this Lease, and
such holding over shall be an unlawful detainer and tenant or
such parties shall be subject to immediate eviction and
removal. Tenant shall pay upon demand to Landlord during any
period while Tenant shall hold the Premises after expiration of
the term, as liquidated damages, a sum equal to double the
highest monthly rate of Minimum Rent in effect during the term
or any extension thereof, plus double the Percentage Rent (at
the rate to be determined as set forth in Section 3 hereof),
and Tenant shall also pay all damages, consequential as well as
direct, sustained by Landlord by reason of such holding over.
  Security Deposit:
    
    The Security Deposit, if any, specified in Section 1
shall be held by Landlord as security for the full and
faithful performance by Tenant of each and every term,
covenant and condition of this Lease on the part of
Tenant to be observed and performed, and Landlord shall
have no liability to pay interest thereon unless
required by law nor shall Landlord be required to keep
the Security Deposit separate from its general funds.
Landlords obligations with respect to the Security
Deposit are those of a debtor and not a
 26




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trustee. If any
rent or additional rent herein reserved or any other
sums payable by Tenant hereunder shall be overdue and
unpaid or should Landlord make payments on behalf of
Tenant, or should Tenant fail to perform any of the
terms of this Lease, then Landlord may, at its option,
and without prejudice to any other remedy which Landlord
may have on account thereof, apply the Security Deposit
or so much thereof as may be necessary to compensate
Landlord toward the payment of the rents or other sums
due from Tenant, or towards any loss, damage or expense
sustained by Landlord resulting from such default on the
part of Tenant; and in such event Tenant shall forthwith
upon demand restore the Security Deposit to its original
amount, and the sum required to so restore the Security
Deposit shall be additional rent hereunder. In the
event Tenant shall have fully and faithfully complied
with all of the terms, covenants and conditions of this
Lease, the Security Deposit shall be returned in full to
Tenant within thirty days following the end of the Term
or earlier termination of this Lease. In the event that
any bankruptcy, insolvency, reorganization or other
creditor-debtor proceedings shall be instituted by or
against Tenant or its successors or assigns, Landlord
may apply the Security Deposit first to the payment of
any rent, additional rent and other amounts due Landlord
hereunder, and the balance, if any, of the Security
Deposit may be retained by Landlord in partial
liquidation of Landlords damages. Landlord may deliver
the Security Deposit to the purchaser of Landlords
interest in the Premises, in the event that such
interest is sold, and Landlord shall thereupon be
discharged from any further liability with respect to
the Security Deposit. Any interest earned on the
Security Deposit shall belong to Landlord.
  Promotion Funds:
    
    Tenant shall become and remain
during the Term of this Lease, a
member in good standing in a
Promotion Fund now or hereafter
established by the Landlord for the
purpose of advertising, public
relations, sales promotions, and
other activities promoting the
Shopping Center. Tenant will
contribute each month towards the
Promotional Fund, a sum in the
amount specified in Section 1.
Tenant agrees to pay the Promotional
Fund contribution in advance on the
first day of each month. The charge
shall increase/decrease annually
effective the first January of each
year following the first full year
of operation by a percentage equal
to the percentage change in the U.S.
Department of Labor Consumer Price
Index for all urban consumers. Such
increase/decrease may be waived in
whole or in part at the discretion
of Landlord.Tenant agrees to pay to the
Promotional Fund as an Initial
Assessment, in addition to the
foregoing charge, a sum in the
amount specified in Section 1, for
the promotional expense incurred in
connection with the opening and/or
ongoing marketing effort of the
Shopping Center, and its store.
Said sum shall be paid within thirty
(30) days after a statement is
rendered by Landlord. Tenant shall
pay such Initial Assessment
regardless of whether Tenant opens
on the opening date of the Shopping
Center or on a subsequent date.
Landlord will contribute to the Fund
an amount equal to 25% of the total
of Tenants cash contribution as
collected.Landlord shall have the exclusive
right to hire a promotional
director, secretary and other
personnel, which, in Landlords sole
judgment, are required to carry out
the purposes of the Promotional
Fund. All such personnel shall be
under the exclusive control and
supervision of Landlord, who shall
have the sole authority to employ
and discharge such personnel. The
Promotional Fund shall reimburse
Landlord for all expenses incurred
by it on behalf of the promotional
programs of the Shopping Center,
including any salary and all
reasonable expenses incurred by the
promotional director and other
promotional personnel. Financial
and operating statements of the
Promotional Fund shall be made
available for Tenants review upon
written request. A violation of the
provisions in this Section 20
(including non-payment of dues)
shall constitute and event of
default of this Lease.Advertising:
    
    Unless required by law, Tenant shall
not change its Trade Name/Trade
Style without the written permission
of Landlord, which Landlord shall
not unreasonably withhold or delay.
Tenant, in all advertising, shall
identify that the Premises are
located in the Shopping Center by
specifically setting forth the name
of the Shopping Center in all
written and oral advertising engaged
in by Tenant concerning the
Premises.Solicitation of Business:
    
    Tenant and Tenants employees and
agents shall not solicit business in
the Common Areas, nor shall Tenant
place any handbills or other
advertising matter in or on
automobiles parked in the parking
area or in the Common Areas.
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Successors:
    
    Subject to Section 15, all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns.No Option:
    
    The submission of this Lease for examination does not constitute an offer to enter into
a lease, and this Lease shall become effective only upon execution and delivery hereof
by Landlord and Tenant.No Joint Venture:
    
    The relationship of the parties is that of Landlord and Tenant only, and nothing in
this Lease shall be construed as creating a partnership, joint venture, principal-agent
or any other relationship. Except as expressly otherwise provided herein, neither
party shall have any right or power to create any expense or liability chargeable to
the other party.Broker:
    
    Tenant represents and warrants to Landlord that Tenant has not dealt with any broker or
finder entitled to any commission, fee or other compensation by reason of the execution
of this Lease except the Broker, if any, specified in Section 1, and Tenant agrees to
indemnify and hold Landlord harmless from any charge, liability or expense (including
attorneys fees) Landlord may suffer, sustain or incur in respect to any claim for a
commission, fee or other compensation by a broker or finder claiming by, through or
under Tenant, other than Broker. Landlord will satisfy any obligation to Broker in
respect to this Lease.Financial and Other
Information:
    
    At the request of Landlord, Tenant shall, not later than ninety (90) days following the
close of each fiscal year of Tenant during the Term, furnish to Landlord a balance
sheet of Tenant as of the end of such fiscal year and a statement of income and expense
for the fiscal year then ended together with an opinion of an Independent certified
public accountant of recognized standing to the effect that said financial statements
have been prepared in conformity with generally accepted accounting principles
consistently applied and fairly present the financial condition and results of
operations of Tenant as of and for the periods covered.
Tenant warrants that financial and other information provided and to be provided by
Tenant to landlord (and which will be relied upon by Landlord) relating to this Lease
does not and will not contain any statement which at the time and in the light of
circumstances under which it is made, is false or misleading with respect to any
material fact, or omits to state any material fact (which is known, or should have been
known) necessary in order to make any statement contained therein not false or
misleading in any material respect.Headings and
Captions:
    
    The headings and captions contained in this Lease are inserted for convenience of
reference only, and are not to be deemed part of or to be used in construing this
Lease.Use of Pronoun,
Joint and Several
Liability:
    
    The necessary grammatical changes required to make the provisions of this Lease apply
in the plural sense where there is more than one Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall in all instances be
assured as though in each case fully expressed. If there be more than one Tenant, the
liability of all such parties for compliance with and performances of the terms and
covenants of this Lease shall be joint and several.Partial Invalidity
    
    If any term or provision of this Lease or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and enforced to the
fullest extent permitted by law.Survival:
    
    Any provision of this Lease which obligates the Landlord or the Tenant to pay an amount
or perform an obligation before the commencement of the Term or after the expiration of
the Term shall be binding and enforceable notwithstanding that payment or performance
is not within the Term, and the same shall survive.Definition of
Landlord,
Exculpation:
    
    The term Landlord as used in this Lease, so far as the covenants or obligations on the
part of Landlord are concerned, shall be limited to mean and include only the owner or
owners of the Premises at the time in question. In event of any transfer or transfers
of title thereto, Landlord named herein (and in case of any subsequent transfer or
conveyance, the then grantor) shall be automatically relieved from the performance of
any covenants or obligations of Landlord accruing after said transfer date. It is
expressly understood and agreed by and between the parties hereto, anything herein to
the contrary notwithstanding, that all of the representations, warranties, covenants,
undertakings and agreements herein made on the part of Landlord while in form
purporting to be the representations,
 28




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warranties, undertakings and agreements of
Landlord are nevertheless each and every one of them made and intended, not as personal
representations, warranties, covenants, undertakings and agreements by Landlord or for
the purpose or with the intention of binding Landlord personally, but are made and
intended for the purpose only of subjecting Landlords interest in the Premises to the
terms of this Lease and for no other purpose whatsoever, and that in the case of
default hereunder by Landlord, the Tenant shall look solely to the interest of Landlord
in the Premises for satisfaction of any obligation of Landlord to Tenant.Time of Essence:
    
    Time is of the essence of this Lease, and all provisions herein relating thereto shall
be strictly construed.Accord and
Satisfaction:
    
    No payment by Tenant or receipt by Landlord of a lesser amount than the rent or other
amounts herein stipulated shall be deemed to be other than on account of the stipulated
rent and amounts due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment thereof be deemed an accord and satisfaction, and
Landlord may accept such check of payment without prejudice to Landlords right to
recover the balance of such amounts or pursue any other remedy provided in this Lease.Waiver of Jury
Trial:
    
    Neither Landlord nor Tenant shall seek a jury trial in any lawsuit, proceeding,
counterclaim or any other litigation based upon or arising out of the Lease, this
instrument or any related instrument, any collateral of the dealings or the
relationship between or among the parties, or any of them. No party will seek to
consolidate any such action, in which a jury has been waived, with any other action in
which a jury trial cannot or has not been waived. There are no exceptions whatsoever
to this jury trial waiver. No party has in any way agreed with or represented to any
other party that the provisions of this paragraph will not be fully enforced in all
instances.Notices:
    
    All notices, demands, requests, consents, approvals and other instruments required or
permitted to be given pursuant to the terms of this Lease shall be deemed sufficiently
given or rendered if in writing and hand delivered, sent by registered or certified
mail, postage prepaid, return receipt required, or deposited with a recognized
overnight courier (such as United Parcel Service or Federal Express, e.g.), addressed
to Tenant at Tenants address or Landlord at Landlords address, as the case may be,
and any such notice shall be deemed to have been delivered on the date received,
refused or returned for insufficient address. Landlord and Tenant shall each have the
right from time to time to specify as its address for the purposes of this Lease any
other addresses in the United States of America upon three days notice thereon,
similarly given, to the other party.Landlords Address: c/o Great Eastern Management Company, P.O. Box 5526,
Charlottesville, VA 22905-5528 (Physical Address: 2619 Hydraulic Road, Charlottesville,
VA 22901)Tenants Address: Dover Saddlery Retail, Inc., 525 Great Road, Littleton, MA 01460
(Contact Name) Stephen Day (Telephone) 978-952-8062
I.R.S. Tax I.D. Number 20-4417762      Social Security Number N/A 
Organizational ID from the Virginia State Corporation Commission: F166762Registered Agent in the Commonwealth of Virginia: Name CT Corporation 
Address: 4701 Cox Road, Suite 301, Glen Allen, VA 23060-6820      Telephone 804-217-7255
Rental Payment Address (if different from Landlord)Change in Domicile:
    
    Tenant and any Guarantor hereunder hereby acknowledge an affirmative duty to provide
Landlord with written notice of a change in domicile thirty (30) days in advance of any
such change. Change in domicile for this provision refers to the location requirements
for UCC filings which shall be one of the following: i) for an entity created by a
filing with a state, the entitys location in that state; ii) for an entity not created
by filing, the entitys location is the place of its chief executive officer; or iii)
for an individual, the persons location is his/her principal residence. Failure of
Tenant to provide this notice shall estop Tenant or any person or entity ascertaining
claims on behalf of Tenant from raising the issue of location in any dispute concerning
the priority of a UCC filing involving Tenant and Landlord.Disclosure:
    
    CB Richard Ellis, Charlottesville, LLC represents the Landlord in this transaction.
The General Partner of the Landlord, Great Eastern Management Company (Great
Eastern), is a licensed real estate brokerage firm. Mr. Everett S. Hopkins, Jr., an
employee and officer of Great Eastern, holds an active real estate license. Mr.
Hopkins and Mrs. Dotty N. Hopkins, who is also employed by Great Eastern and holds an
active real estate license, are limited partners in a partnership which owns a limited
partnership interest in Landlord.
 29




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Entire Agreement:
    
    This Lease and the Exhibits, Riders, Addenda and Guaranty, if any, attached hereto and
forming a part hereof, set forth all the covenants, promises, agreements, conditions,
and understandings between Landlord and Tenant concerning the Premises, and there are
no covenants, promises, agreements, conditions or understandings, either oral or
written, between Landlord and Tenant concerning the Premises except those herein set
forth, Except as otherwise provided herein, no subsequent alteration, amendment,
change or addition to this Lease shall be binding upon Landlord or Tenant unless
reduced to writing and signed by them.Recordation:
    
    Tenant shall not record this Lease without the written consent of Landlord.Governing Law:
    
    This Lease shall be construed and enforced in accordance with the laws of the state
where the Premises are located.Corporate Tenants:
    
    In the event the Tenant hereunder is a corporation, the persons executing this Lease on
behalf of the Tenant hereby covenant and warrant that: (i) the Tenant is a duly
constituted corporation qualified to do business in the state in which the Shopping
Center is located; (ii) all Tenants franchise and corporate taxes have been paid to
date; (iii) all future forms, reports, fees and other documents necessary for Tenant to
comply with applicable laws will be filed by Tenant when due and such persons are duly
authorized by the governing body of such corporation to execute and deliver this Lease
on behalf of the corporation.
  LANDLORD: Sequel Investors Limited Partnership, a
Virginia limited partnershipATTEST/WITNESS:
    
    
    
    By: Great Eastern Management Company, Agent/s/ Kristin P. Peura
    
    
    
    By:
    
    /s/ E. Stephen Hopkins, Jr.Title: Manager
    
    
    
    
    
    Title: Vice PresidentDate: 8-3-07
    
    
    
    
    
    Date: 8-3-07TENANT: Dover Saddlery Retail, Inc., a Massachusetts corporationBy:
    
    /s/ Stephen L. DayTitle: President and CEODate: 8-3-07
 30




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EXHIBIT A
 SHOPPING CENTER SITE PLAN
 31




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EXHIBIT A-1
 THE PREMISES
 32




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EXHIBIT B
   33




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Developers/Owners
 
 Architects/Design
 
 Architects/Inspection
 
 General Contractors & Approved Contractors for Tenant Improvements
 
 
 Note:
    
    The architects and contractors listed on this page are approved for the project.
Tenants desiring to use another contractor or architect for interior construction must
obtain prior written consent of the Landlord. We recommend Great Eastern Management Company
for interior improvements as it will be doing the majority of the interior finishes and is
familiar with the provisions of this Manual.
 Leasing
 
 
 Management
 
 Promotional Fund
 
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1. Landlords Work
 2.
    
    Tenants WorkSubject to Landlords prior written approval as outlined herein, Tenant may, at its expense,
construct within the Premises or furnish for the Premises:
 a.
    
    deviations from standard storefront provided by Landlord.b.
    
    ceiling material, other than that provided by Landlord.c.
    
    wall material, other than that provided by Landlord.d.
    
    paint and interior decoration of store space.e.
    
    additional partitions.f.
    
    enclosing of columns.g.
    
    installation of all floor covering (no asbestos containing material is
permitted).h.
    
    the penetration and flashing of all roof openings, which work shall be
performed by the Landlords contractor at Tenants expense.i.
    
    lighting fixtures, including lamps not provided by Landlord.
Surface-mounted or suspended fluorescent lights are not permitted in sales area.j.
    
    all signs, including such marquee, canopy, door signs or other signs as
may be required by Landlord and in accordance with criteria as set forth in this
Manual.k.
    
    such fire extinguishers as required by Code and approved by the fire
preventions official having jurisdiction.l.
    
    install backflow preventor if required by an local jurisdiction.
 3.
    
    Store Architects and DesignersWithin ten (10) days after the date the Lease is fully executed by all parties, Tenant shall
identify to Landlord the licensed architect or interior designer engaged by the Tenant to
prepare its plans for the construction in the demised Premises by Tenant (herein Tenants
Work).4.
    
    The Tenant and its contractor are responsible for compliance with all local, state and
federal building code and all other applicable laws. It is strongly recommended that the
Tenants architect, designer and /or contractor consult with local building officials.5.
    
    ContractorBefore entering into a contract for construction, Tenant must become familiar with the
requirements of this Manual, all applicable local ordinances, the statewide building code,
and all applicable federal regulations included but not limited to ADA, OSHA, and
environmental requirements. Prior to commencement of construction, Tenant must notify
Landlord of the identity of the contractor(s) engaged for construction in
 35




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the Premises. Contractors employed by Tenant will not be permitted to start construction
until all approvals required by this Manual are obtained and document submittals are
complete. Contracts for construction are solely between Tenant and its contractor(s). The
Landlord shall in no way be held liable for errors, omissions or performance by either
Tenant or its contractor(s).6.
    
    Drawing Submission RequirementsThe following deadlines apply to the submission of Tenant space design and construction
drawings. The time sequence shall begin as of the date the Lease is fully executed by all
parties.
 a.
    
    within 15 days  name, address, telephone number of the architect or interior
designer.b.
    
    within 20 days  two (2) complete sets of preliminary plans outlining
specifications with Tenants approval affixed.c.
    
    within 10 days of obtaining Landlords written approval of plans (as outlined
in 6. b. above)  four (4) complete sets of working drawings and specifications; two
(2) sets with Tenants approval affixed. If either preliminary drawings or working
drawings are disapproved upon initial submission, Tenant shall resubmit the modified
drawings and specifications within ten (10) days of each disapproval until drawings are
approved. When submitted, working drawings and specifications shall include:
 i.
    
    detailed drawings and specifications of all work, including
plumbing and electrical installations (which shall be connected by Tenant to
utility systems furnished by Landlord).ii.
    
    complete detail of all parts which will affect the appearance
of the Premises and its architectural, mechanical and electrical components.iii.
    
    reflected ceiling plan, if changed or different from that
provided by Landlord.iv.
    
    all plans, sections and elevations drawn to appropriate scale.v.
    
    all dimensions, material, color, texture and specifications
(color chips shall also be included).vi.
    
    a stamp by an architect that has been approved by Landlord.vii.
    
    NOTE: SUPERIMPOSED LOADS, EITHER PLACED UPON OR HUNG FROM THE
ROOF STRUCTURE ARE NOT PERMITTED!
 7. Additional Documentation Requirements
   i.
    
    that all Tenants Work shown on the final working plans and
specifications is in conformance with all applicable laws and codes.ii.
    
    the total connected demand electrical load.iii.
    
    that nothing in the Tenants Work will adversely affect the
structural integrity of the building.
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iv.
    
    that the HV AC design as provided by the Landlord or to be
constructed by the Tenant is sufficient to effectively heat and cool the
Premises considering all aspects of the space design and that the HV AC design
does not develop a negative pressure within the Premises.v.
    
    that the design of the Tenant space has been completed in
accordance with this Tenant Design Criteria Manual and the Lease.
 b.
    
    A performance bond and labor and material payment bond or such other surety as
may be acceptable to Landlord naming the Tenant and Landlord as dual obligees. Said
bond shall be in the form of A.I.A. Document A-311 (latest edition) or such other form
as may be acceptable to Landlord and shall be in an amount equal to 100% of the value
of Tenants Work .c.
    
    Workers compensation coverage in accordance with local requirements.d.
    
    Builders risk insurance in the amount of the estimated cost of Tenants
improvements naming the Landlord as an additional insured party.e.
    
    Public liability insurance coverage naming the Landlord as an additional
insured with minimum limits as set forth in the Lease.f.
    
    Plans and specifications approved by Landlord and all other agencies having
jurisdiction.g.
    
    A building permit issued by the locality in which the construction is to occur
and any other permits required by local authorities, which shall be obtained at
Tenants expense.h.
    
    A business license for the contractor as required by the locality in which the
construction is to occur and/or the State of Virginia.i.
    
    The Landlord will issue a letter to Tenant authorizing the commencement of
construction within 10 days from receipt of all of the above.
 8.
    
    Tenants Construction Procedures
 a.
    
    Tenant will not commence construction until written authority has been obtained
from Landlord.b.
    
    Storage of materials and/or equipment is to be confined within the walls of the
Premises.c.
    
    All work shall be done in a first class and workmanlike manner, in accordance
with all governing regulations and codes, and none of the same shall damage or weaken
the building of which the Premises are a part.d.
    
    Tenant and Tenants contractor shall be responsible for removal of all trash,
rubbish and surplus material as frequently as necessary to keep the Premises free of
debris. It either fails to observe this requirement, Landlord may remove same and
charge Tenant for the cost of removal.e.
    
    Tenants contractors must coordinate their work with that of the Landlords
contractors and make certain that such work shall not interfere or conflict with
Landlords contractors in completion of the overall development.f.
    
    Landlords general contractor shall have the right, but not the obligation, to
establish reasonable rules and regulations governing Tenant and Tenants contractors
during construction period in order to insure that construction proceeds in a safe and
orderly manner and is in accordance with all governing rules and codes.g.
    
    In the event that Tenants Work is performed subsequent to the opening of any
anchor tenant(s) within the Shopping Center, Tenant shall cause its contractors to:
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i.
    
    perform that portion of the construction which is noisy or may
otherwise disturb in any way the operation of the Shopping Center or its
tenants before 10:00 am or after 8:00 pm.ii.
    
    enclose the Premises so that the interior is not visible from
the front of the Shopping Center.iii.
    
    receive delivery of all material through the rear of the
Premises unless otherwise approved by Landlord.
 h.
    
    Tenant shall fully comply with all environmental laws and guidelines at all
times, and assumes express liability therefore.
 9.
    
    Documents to be Submitted upon Completion Of Construction Prior to Occupancy and/or
Commencement of Business.
 a.
    
    A certificate of occupancy issued by the locality in which the Premises is
located.b.
    
    An architects affidavit that Tenants Work has been completed to Tenants
satisfaction and in strict accordance with the working drawings and Tenants
construction requirements.c.
    
    A General Contractors affidavit that it has fully completed Tenants Work in
accordance with the working plans and that all subcontractors, laborers and materials
for such work have been paid in full.d.
    
    A fully executed lease commencement agreement in the form provided by Landlord.
 10.
    
    Sign Criteria
 a.
    
    The content of all signs shall be limited to white (acrylite 048) letters
designating the store name only and shall contain no advertising devices, slogans,
symbols or marks other than logos crests or corporate shields universally used by
national or regional tenants on all signs. Logos, crests or corporate shield designs
must by submitted to Landlord for approval, which approval shall not be unreasonably
withheld provided that the proposed sign or symbol is compatible withthe design intent
of the Shopping Center.b.
    
    The location, character, design, color and layout off all signs shall be
subject to Landlords written approval and no sign will be place in final position
without such approval.c.
    
    All signs must be professionally made, carry a V.L.approved label and be
constructed of individual neon lighted letters. The maximum letter height shall be 30
unless a written exception is granted by Landlord. Each letter shall be fabricated from
22 gauge point grip steel with spot welded construction, be 4 deep and mounted on an
8 x 8 raceway and use 15 mm neon with 30 hertz normal power factor 120 volt
transformers.d.
    
    The provisions in Exhibit D shall further govern signage.
 11.
    
    UTILITIESAll utilities (including but not limited to on-line computer service, telephone,
electricity, gas, cable, water and sewer) shall be in Tenants name if such utility
exclusively serves the Premises leased by Tenant, and Tenant shall make the necessary
arrangements with the utility company to establish service. In any circumstance in which the
cost for a utility is determined by the reading of a common meter which measures usage for
both Tenants Premises and other areas, Landlord shall make the arrangements to establish
service, and Tenant shall pay to Landlord, as provided in the Lease, Tenants pro rata share
of the cost of the utility which cost may include a service fee paid to Landlord.
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EXHIBIT C
 OPERATING HOURS
  39




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EXHIBIT D
 SIGN CRITERIA
 A.
    
    The advertising content of all signs shall be limited to individual letters designating
the store name only and shall contain no advertising devices, slogans, symbols or marks
other than logos, crests, or corporate seals universally used by national or regional
tenants on all signs. Logos, crests or corporate shield designs must be submitted to
Landlord for approval, which approval shall not be unreasonably withheld, provided that the
proposed sign or symbol is compatible with the design intent of the Shopping Center.B.
    
    The location, character, design, color and layout of all signs shall be subject to
Landlords written approval and no sign will be placed in final position without same.C.
    
    All signs must be professional made, carry a U.L. approved label and be constructed of
individual neon lit letters. The maximum letter height shall be 30 unless written
exception is granted by Landlord. Each letter shall be fabricated from 22-gauge point grip
steel with spot-welded construction, be 4 deep and mounted on an 8 by 8 raceway and use
15 mm. neon with 30 hertz normal power factor 120-volt transformers. Distance between tube
and sign fact shall be no less than 1/2 the distance between the rows of neon. Plastic
faces shall be 3/16 acrylic plastic. Exterior and interior of all letters shall be
painted white; returns shall be baked enamel (bronze). The raceway shall be painted to
match the color of the building. The following four letter styles will be acceptable.
 1.
    
    Helvetica medium2.
    
    Script3.
    
    Optima semi-bold4.
    
    Goudy
 D.
    
    Drawings submitted for approval by Landlord shall include:
 1.
    
    dimensions of the sign as a whole and of each letter or symbol.2.
    
    type of illumination. All signs shall be lit from the interior unless
specific exception is granted by Landlord.3.
    
    necessary electrical requirements. All sign circuits shall be tied
into a clock-timer controlled from inside the premises to facilitate lighting of
signs at night until the time specified by Landlord.4.
    
    the name and/or stamp of the sigh contractor or sign company which
shall not be exposed to view.
 E.
    
    The following are expressly prohibited:
 1.
    
    Animation, moving signs or moving lights.2.
    
    Temporary signs, irrespective of the composition of the sign or
material used.3.
    
    Box or cabinet type signs or signs with formed plastic letters.4.
    
    Painted on or luminous letters.5.
    
    Back-lit signs or letters.6.
    
    Rooftop signs or banners or projection signs.7.
    
    Free-standing signs or sandwich board signs.8.
    
    Noise making devices, boxes, cabinets or frames.9.
    
    Wooden backed signs or letters.10.
    
    Signs above the roof line or on the roof.11.
    
    Pop rivet contraction of signs.
 F.
    
    One sign is allowed per storefront unless there are two or more angled faces, such as a
corner storefront, in which case a second sign may be allowed, subject to Landlords
approval.G.
    
    There will be one authorized suspended sign under the canopy. All Tenants will be
required to install a flush-mounted over the store entry with letters 1 high. Design,
location and letter type shall be approved by Landlord.
 40




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##### 



H.
    
    In addition, Tenant shall purchase one sign from High Tech Signs in Charlottesville,
Virginia or other vendor designated by Landlord (call High Tech Signs at (434) 974-7900,
Address: 2165 Seminole Trail, Charlottesville, VA 22901 to order sign or with any
questions).
 1.
    
    Each sign shall be oval shaped 8 inches high by 40 inches long made
from Dupont Lucite, Color BR 2418 (a medium brown).2.
    
    The store name, which shall be the trading as name in the lease,
(letters and numerals as appropriate) shall be written in Times Bold, using 2 m.m.
Arlon Cast #68 Beige (a beige color to match the drivit of the fascias).3.
    
    East side of each sign shall carry a reproduction of the shopping
center logo, located centrally along the length of the sign and rising vertically
from the lower edge of the sign to a height of 1.5 inches. The logo shall be Arlon
Vinyl Cal-Plus #11 Green.4.
    
    The sign shall have an oval border, one-half inch thick and of the same
beige vinyl as the store name.5.
    
    All sign requests and specifications shall be presented to the Landlord
in writing for approval prior to the installation of any sign.6.
    
    All work (including the manufacturing of the sign and the installation
thereof) shall be done by High Tech signs or other vendor designated by Landlord.7.
    
    In order to protect the beauty of the Shopping Center, no variations
from these guidelines will be permitted.
 41




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EXHIBIT I
  42




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##### 



EXHIBIT J
  
    
    
    Clean condenser coil
    
    Monitor refrigerant pressure
    
    Clean evaporator coil
    
    Clean condensate drains
    
    Test starling capabilities
    
    Apply algae treatment where indicated
    
    Apply protective coating to outside unit
    
    Oil fan motors where applicable
    
    Adjust and clean blower components
    
    Monitor voltage/amperage
    
    Test for proper airflow rate
    
    Tighten electrical connections
    
    Lubricate moving parts where applicable
    
    Replace/clean filters
    
    Measure heating/cooling transfer capability
    
    Calibrate thermostat
    
    Test and adjust safety controls
    
    Perform safety inspection on heat exchanger
    
    Monitor flue draft
    
    Monitor gas pressure and adjust gas valves as necessary
    
    Clean and adjust burner/pilot assembly
    
    Clean ignition assembly
    
    Monitor fan and safety limit controls
    
    Replace oil filter/nozzle as needed
    
    Submit written reports
  
    
    Disposable filters
    
    Bearing Lubricants
    
    Motor Lubricants
    
    Coil cleaner
 
 43




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##### 



1.
    
    This Agreement is limited to the terms hereof. Any extra service, parts,
materials, or special tools shall be furnished only after the parties hereto have
mutually agreed thereon and, if furnished, shall be invoiced as separate items.2.
    
    HVAC Contractor does not warrant the condition of the equipment at any time and
the parties hereto acknowledge that this Agreement does not cover the repair or
replacement of any equipment necessitated by ordinary wear and tear and the normal
operation of said equipment. It is understood that the aforesaid repair or replacement
shall be negotiated and invoiced separately from this Agreement.3.
    
    HVAC Contractor will not be responsible for items over which it has no control
such as water, thermostats controlled by other persons, vandalism, strikes, acts of
nature or government, or those acts normally excluded from standard liability insurance
policies.
    HVAC CONTRACTORBy:Its:Date:TENANTBy:Its:Date: