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Exhibit 10.55
 CENTER PAVILLION NORTH SHOPPING CENTER
 SPACE # 7529 CAMPBELL ROAD, SUITE 306
 TENANT DOVER SADDLERY RETAIL, INC.
 TABLE OF CONTENTS
 SECTION 1:
    
    DEFINITIONS AND CERTAIN BASIC PROVISIONS.
    
    
    1SECTION 2:
    
    GRANTING CLAUSE.
    
    
    2SECTION 3:
    
    OCCUPANCY AND ACCEPTANCE OF PREMISES.
    
    
    2SECTION 4:
    
    RENT.
    
    
    3SECTION 5:
    
    INTENTIONALLY OMITTED.
    
    
    3SECTION 6:
    
    COMMON AREAS.
    
    
    3SECTION 7:
    
    USE AND CARE OF PREMISES.
    
    
    4SECTION 8:
    
    MAINTENANCE AND REPAIR OF PREMISES.
    
    
    5SECTION 9:
    
    ALTERATIONS.
    
    
    5SECTION 10:
    
    LANDLORD'S RIGHT OF ACCESS; USE OF ROOF.
    
    
    6SECTION 11:
    
    SIGNS; STORE FRONTS.
    
    
    6SECTION 12:
    
    UTILITY SERVICE.
    
    
    6SECTION 13:
    
    INTENTIONALLY OMITTED
    
    
    7SECTION 14:
    
    INDEMNITY AND PUBLIC LIABILITY INSURANCE.
    
    
    7SECTION 15:
    
    OTHER INSURANCE.
    
    
    7SECTION 16:
    
    NON-LIABILITY FOR CERTAIN DAMAGE.
    
    
    8SECTION 17:
    
    DAMAGE BY CASUALTY.
    
    
    8SECTION 18:
    
    EMINENT DOMAIN.
    
    
    9SECTION 19:
    
    ASSIGNMENT AND SUBLETTING.
    
    
    9SECTION 20:
    
    REAL ESTATE TAXES.
    
    
    10SECTION 21:
    
    DEFAULT BY TENANT AND REMEDIES.
    
    
    10SECTION 22:
    
    INTENTIONALLY OMITTED.
    
    
    13SECTION 23:
    
    BANKRUPTCY.
    
    
    13SECTION 24:
    
    HOLDING OVER.
    
    
    13SECTION 25:
    
    SUBORDINATION; ATTORNMENT; ESTOPPELS.
    
    
    14SECTION 26:
    
    LIABILITY OF LANDLORD; SALE BY LANDLORD.
    
    
    14SECTION 27:
    
    WARRANTIES AND REPRESENTATIONS.
    
    
    14SECTION 28:
    
    TIMING.
    
    
    14SECTION 29:
    
    ENTIRE AGREEMENT.
    
    
    14SECTION 30:
    
    NOTICES.
    
    
    14SECTION 31:
    
    MISCELLANEOUS.
    
    
    15SECTION 32:
    
    INDEPENDENT CONTRACTOR.
    
    
    15SECTION 33:
    
    DTPA WAIVER.
    
    
    16SECTION 34:
    
    ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENANT.
    
    
    16SECTION 35:
    
    HAZARDOUS MATERIALS.
    
    
    16EXHIBIT A:
    
    SITE PLANEXHIBIT B:
    
    LEGAL DESCRIPTIONEXHIBIT C:
    
    IMPROVEMENTSEXHIBIT D:
    
    SIGN CRITERIAEXHIBIT E:
    
    POLICIES AND REGULATIONSEXHIBIT F:
    
    TENANTS MOVE OUT CHECK LISTEXHIBIT G:
    
    INTENTIONALLY OMITTEDEXHIBIT H:
    
    EXCLUSIVES AND PROHIBITED USESEXHIBIT I:
    
    OPTION/S TO RENEW




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SHOPPING CENTER LEASE AGREEMENT
 
  SECTION 1:DEFINITIONS AND CERTAIN BASIC PROVISIONS.
 (a)
    
    Landlord: Pavillion North, Ltd., a Texas limited partnership(b)
    
    Landlords Address: 7517 Campbell Road, #601, Dallas, TX 75248(c)
    
    Tenant: Dover Saddlery Retail, Inc.(d)
    
    Tenants Mailing Address: 525 Great Road, Littleton, MA 01460(e)
    
    Tenants Trade Name: Dover Saddlery(f)
    
    Tenants Address in Shopping Center: 7529 Campbell Road, Suite 306, Dallas, TX 75248(g)
    
    Principal Agent: The John Bowles Company-Mike Cagle(h)
    
    Cooperating Agent: NA(i)
    
    Demised Premises: Pavillion North Shopping Center (the Shopping Center) in the City of
Dallas, Dallas County, Texas, a store unit containing approximately 5,378 square feet
in area, being an irregular space of approximately 68 feet by 70 feet
(measured to the exterior of outside walls and to the center of interior walls), said premises
being shown and outlined on EXHIBIT A. With regard to EXHIBIT A, the parties
agree that the Exhibit is attached solely for the purpose of locating the Shopping Center and
the Demised Premises within the Shopping Center and that no representation, warranty, or
covenant is to be implied by any other information shown on the Exhibit (i.e. any information
as to buildings, tenants, or prospective tenants), and is subject to change at any time.(j)
    
    Lease Term: Commencing the earlier of sixty (60) days from the date Landlord tenders
delivery of the Demised Premises or when Tenant opens for business (the Commencement Date)
except as may be modified by exhibits which will be attached to this Lease if a building or
store unit is to be constructed for Tenant, and continuing for five (5) years and
zero (0) months; provided that if the Commencement Date is a date other than the first
day of a calendar month, the Lease Term shall be extended for said number of years and months
in addition to the remainder of the calendar month in which the Commencement Date occurs.
Tenant shall have two 5 year options to renew as described in detail on EXHIBIT I
attached hereto and made a part hereof.(k)
    
    Minimum Guaranteed Rental per month, payable in advance:
 Months 2  24:
    
    $12.00/SF
    
    $5,378.00/MonthMonths 25  60:
    
    $12.35/SF
    
    $5,534.86/Month
 Tenants Minimum Guaranteed Rental (but not Common Area Maintenance, Taxes and Insurance
expenses) shall be abated for the first thirty (30) days of the Lease Term.(l)
    
    Percentage Rental Rate: N/A% Monthly Breakpoint: $N/A Yearly
Breakpoint: $N/A(m)
    
    Initial estimated Common Area maintenance charge, as set forth in Section 6, payable in
advance and subject to adjustment as provided herein: A minimum of $739.48 per
month.(n)
    
    Initial estimated real estate tax charge, as set forth in Section 20, payable in advance and
subject to adjustment as provided herein: $1,286.24 per month.(o)
    
    Initial estimated charge for the cost of insurance obtained by Landlord, as set forth in
Section 15, payable in advance and subject to adjustment as provided herein: $85.15
per month.(p)
    
    Prepaid Rental: $2,110.87, being Tenants Minimum Guaranteed Rental and Tenants
share of the estimated Common Area maintenance charges, real estate taxes, insurance for the
1st month of the Lease Term, payable upon execution hereof.(q)
    
    Intentionally omitted.(r)
    
    Permitted use: Subject to the exclusives and prohibited uses as set forth on EXHIBIT
H, Tenant shall use the Demised Premises solely for the sale of equestrian riding
equipment, saddles, tack, riding apparel, barn and stable equipment and other equestrian
related items (the Permitted Use), and for no other use. With the exception of (i)
Marshalls, or (ii) any other tenant, their successors and assigns, with a lease executed
prior to this Lease, during the term of this Lease including any extended term, Landlord, to
the extent that Landlord may lawfully do so, covenants and agrees that it will not directly
lease or rent any additional property within the Shopping Center to a tenant that sells
equestrian or equestrian related products. Notwithstanding the foregoing, Landlord will not
grant its consent to any sublease or assignment for any sublessee or assignee whose use of the
premises would be substantially similar to the Permitted Use.
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Except as provided below, Tenant shall not abandon, vacate or cease to actively operate its
business in the
Demised Premises. Notwithstanding the foregoing, in the event Tenant shall fail to actively
operate its business in the Demised Premises for more than ninety (90) consecutive days and
such failure is not due to casualty or repair, condemnation, remodeling or other cause beyond
Tenants control, Landlord shall have the right to (i) continue to accept Tenants payment of
Rent and allow Tenant to remain in possession of the Demised Premises or (ii) terminate this
Lease. In the event Landlord elects (ii) above, Tenant shall pay Landlord a termination
penalty (the Termination Fee) equal to the unamortized portion of the Additional Allowance
(hereinafter defined) based on amortization at 9% per annum over seven (7) years and Tenant
shall immediately surrender the Demised Premises to Landlord and be released from all
obligations under this Lease thereafter. The ninety (90) consecutive day period shall mean
that Tenant cannot cease business operations and resume operations for a brief time as a
means of preventing Landlord from exercising its termination right.
  SECTION 2: GRANTING CLAUSE.
 In consideration of the obligation of Tenant to pay rent as herein provided and in
consideration of the other terms, covenants and conditions hereof, to be kept, performed and
observed by Tenant, Landlord hereby demises and leases to Tenant, and Tenant hereby takes
from Landlord, the Demised Premises as described in Section 1(i), TO HAVE AND TO HOLD the
Demised Premises for the Lease Term specified in Section 1(j), all upon the terms and
conditions set forth in this Lease. NOTE: If this Lease provides for construction prior to
occupancy, refer to the appropriate exhibits attached hereto. In such case, this Section 2
shall be deemed modified to the extent inconsistent with such exhibits.
 SECTION 3: OCCUPANCY AND ACCEPTANCE OF PREMISES.
 (a)
    
    By occupying the Demised Premises, Tenant shall be deemed to have accepted the same and to
have acknowledged that the same comply fully with Landlords covenants and obligations
hereunder. Tenant accepts the Demised Premises and all buildings, fixtures, equipment and
other improvements of every kind and character included therein or situated thereon in AS IS,
WHERE IS condition and WITH ALL FAULTS. Landlord makes no warranty of any kind, express or
implied, with respect to the Demised Premises (without limitation, Landlord makes no warranty
as to the habitability, fitness or suitability of the Demised Premises for a particular
purpose).
 (b)
    
    Tenant acknowledges that Tenant has inspected and approved the site (hereinafter referred to
as the Site) and the site plan (hereinafter referred to as the Site Plan) pursuant to
which is located the Demised Premises; provided, however, Landlord shall have the right to
modify the Site Plan at any time and from time to time where necessary in Landlords sole and
absolute discretion to provide for changes in the plan of development of the Site in such
manner as Landlord deems advisable. Notwithstanding the above, Landlord shall not allow a
kiosk on the sidewalk directly in front of the Demised Premises. Tenant, by occupying the
Demised Premises, shall be deemed to have acknowledged that Landlord has substantially
completed the construction of the shell of the Demised Premises and the Landlords Work (as
hereinafter defined) has been constructed to Tenants satisfaction.
 (c)
    
    If this Lease is executed before the Demised Premises becomes vacant, or if any present
tenant or occupant of the Demised Premises holds over, and Landlord cannot acquire possession
of the Demised Premises prior to the Commencement Date of this Lease, as above defined,
Landlord shall not be deemed to be in default hereunder; and in such event Tenant agrees to
accept possession of the Demised Premises at such time as Landlord is able to tender the same.
If Landlord utilizes the provisions of this Section, Landlord will waive the payment of rent
covering any period prior to tender of possession of the Demised Premises to Tenant. If
Landlord does not provide possession of the Demised Premises within three (3) months following
execution of this Lease, Tenant shall have the option to cancel this Lease and receive
repayment of all prepaid rents.
 (d)
    
    Whether or not this Lease provides for construction of improvements at the Demised Premises,
whether by Landlord or Tenant, the Lease Term shall commence upon the Commencement Date
specified in Section 1(j) above.
 (e)
    
    This Lease shall be a binding contractual agreement effective upon the date of execution
hereof by both Landlord and Tenant, notwithstanding the later commencement of the Lease Term
of this Lease.
 (f)
    
    Tenant agrees to participate in a joint opening of the Shopping Center if requested to do so
by Landlord.
 (g)
    
    For the purposes of this Lease, Landlords Work comprises the construction or, if already
partially constructed, the completion of construction of the Demised Premises, the finish out
work (if any) to be carried out by Landlord in and/or to the Demised Premises, (all as
described in EXHIBIT C, and any work for which Landlord itself will contract, as
described in EXHIBIT C.
 (h)
    
    Landlord may complete Landlords Work with such minor variations as Landlord may deem
advisable.
 (i)
    
    Tenant shall have no right to enter or occupy the Demised Premises until the Demised Premises
are Ready for Occupancy. As used in this Lease, the term Ready for Occupancy means the date
upon which Landlord tenders delivery of the Demised Premises in compliance with the terms of
this Lease.
 (j)
    
    If Landlord shall for any reason fail to substantially complete Landlords Work prior to the
scheduled completion date of Landlords Work, Landlord shall not be deemed to be in default
hereunder or otherwise liable in damages to Tenant, nor shall the Lease Term or any other
provision of this Lease be affected, save that if the Demised Premises are not Ready for
Occupancy within three (3) months following the scheduled completion date of Landlords Work,
for any reason other than Tenants default or failure, (in which event the period of three (3)
months shall be extended by the period of the delay resulting from such default or failure),
Tenant may at its option terminate this Lease by written notice to Landlord delivered within
thirty (30) days following the expiration
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(k)
    
    Upon the Demised Premises being Ready for Occupancy, Tenant agrees to accept possession
thereof and to use its best endeavors to have Tenants Work completed, and its fixtures,
furniture, and equipment installed in the Demised Premises, as soon as reasonably possible.
 SECTION 4: RENT.
 (a)
    
    Rental shall accrue hereunder from the Commencement Date, and shall be payable to Landlord at
the address specified in Section 1(b) above. Tenants proportionate share of Common Area
cost, real estate taxes, costs for insurance, and any other amount payable hereunder by Tenant
to Landlord are herein referred to as additional rent or additional rental. Minimum
Guaranteed Rent and additional rent are herein referred to as rent or rental.
 (b)
    
    Tenant shall pay to Landlord Minimum Guaranteed Rental in monthly installments in the amounts
specified in Section 1(k) above. The first such monthly installment shall be due and payable
on or before the Commencement Date, and subsequent installments shall be due and payable on or
before the first day of each succeeding calendar month during the Lease Term; provided that if
the Commencement Date is a date other than the first day of a calendar month, there shall be
due and payable on or before such date as Minimum Guaranteed Rental for the balance of such
calendar month a sum equal to that proportion of the rent specified for the first full
calendar month as herein provided, which the number of days from the Commencement Date to the
end of the calendar month during which the Commencement Date shall fall bears to the total
number of days in such month. No acceptance by Landlord of partial payment of any rent or
other sum due from Tenant shall be deemed a waiver by Landlord of any of its rights to the
full amount due, nor shall any endorsement or statement on any check or accompanying letter
from Tenant be deemed an accord and satisfaction.
 (c)
    
    Intentionally Omitted.(d)
    
    Intentionally Omitted.(e)
    
    Intentionally Omitted.
 (f)
    
    It is understood that the Minimum Guaranteed Rental is payable on or before the first day of
the month without offset or deduction of any nature. In the event any rental is not received
within 5 days after its due date, as set forth above, for any reason whatsoever, or if any
rental payment is made by check that is returned due to insufficient funds, then in addition
to the past due amounts, Tenant shall pay to Landlord one of the following (the choice to be
at the sole option of Landlord unless one of the choices is improper under applicable law, in
which event the other alternative will automatically be deemed to have been selected): (a) a
late charge in an amount equal to ten percent (10%) of the rental then due in order to
compensate Landlord for its administrative and other overhead expenses; or (b) interest on the
rental then due at the maximum contractual rate which could legally be charged in the event of
a loan of such rental to Tenant (but in no event to exceed 11/2% per month), such interest to
accrue continuously on any unpaid balance due to Landlord by Tenant during the period
commencing with the rental due date and terminating with the date on which Tenant makes full
payment of all amounts owing to Landlord at the time of said payment. Any such late charge or
interest payment shall be payable as additional rental under this Lease, shall not be
considered as a deduction from Percentage Rental, and shall be payable immediately on demand.
 (g)
    
    If any rental is paid by check that is returned due to insufficient funds, Tenant shall on
demand make the required payment to Landlord in good and sufficient funds. Moreover, Tenant
shall also pay to Landlord on demand all bank fees incurred by Landlord as a result of such
returned check.
 (h)
    
    If Tenant fails more than twice in any twelve (12) calendar month period to make any rental
payment when due, Landlord may require, by giving written notice to Tenant (and in addition to
any late charge or interest accruing, as well as any other rights and remedies accruing
pursuant to Sections 21 and 22 to follow, or any other term, provision or covenant of this
Lease), that all future rental payments are to be made by cash, cashiers check, or money
order, and that the delivery of Tenants personal or corporate check will no longer constitute
a payment of rental as provided in this Lease. Any acceptance of Tenants personal or
corporate check thereafter by Landlord shall not be construed as a subsequent waiver of said
rights.
 SECTION 5: INTENTIONALLY OMITTED.
 SECTION 6: COMMON AREAS.
 (a)
    
    The term Common Area is defined for all purposes of this Lease as that part of the Shopping
Center intended for the common use of all tenants, including but not limited to the parking
area, private streets and alleys, landscaping, curbs, loading areas, sidewalks, malls and
promenades (enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms,
common area and equipment storage, public toilets, and the like. Landlord reserves the right
to change from time to time the dimensions and location of the Common Area, as well as the
dimensions, identity and type of any buildings in the Shopping Center. Tenant and its
employees and customers, and, when duly authorized pursuant to the provisions of this Lease,
its subtenants, licensees and concessionaires, shall have the non-exclusive right to use the
Common Area as constituted from time to time (provided, that Tenant shall not have the right
to use any Common Area that Landlord grants an exclusive use right to another tenant or
occupant of the Shopping Center), such use to be in common with Landlord, other tenants of the
Shopping Center and other persons permitted by Landlord to use the same, and subject to such
reasonable policies and regulations governing use as set forth on EXHIBIT E and as
amended by Landlord from time to time, including the designation of specific areas within the
Shopping Center, or in reasonable proximity thereto, in which automobiles owned by Tenant, its
employees, subtenants, licensees and concessionaires shall be parked. In this regard, Tenant
shall furnish to Landlord upon request a complete list of the vehicle license numbers of all
employees, licensees or concessionaires. Should Tenant or any of its employees, subtenants,
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licensees or concessionaires park in any part of the Shopping Center other than the specified
areas designated for employee parking and, after verbal or written warning or by violation
sticker placed on vehicle, the vehicle will be subject to towing at the expense of the
violator.
 (b)
    
    Tenant shall not solicit business or display merchandise within the Common Area or distribute
handbills therein or take any action that would interfere with the rights of other persons to
use the Common Area. Landlord may temporarily close any part of the Common Area for such
periods of time as may be necessary to make repairs or alterations.
 (c)
    
    Landlord may from time to time substitute for any parking area other areas reasonably
accessible to the tenants of the Shopping Center, which areas may be elevated, surface or
underground.
 (d)
    
    Landlord shall be responsible for the operation, management, and maintenance of the Common
Area, the manner of maintenance and the expenditures therefor to be in the sole discretion of
Landlord. Tenant acknowledges that Landlord makes no representation or warranty as to whether
or not Landlord will provide security services or, if so, what form of security services will
be provided.
 (e)
    
    In addition to the rentals and other charges prescribed in this Lease, Tenant shall pay to
Landlord, without offset or deduction, Tenants proportionate share of the cost of operation,
repair, maintenance and replacement, as needed, of the Common Area (including, without
limitation, among other Common Area costs, those for lighting, painting, cleaning, policing,
inspecting, repairing, replacing, canopies, skylights, floors, corridors, railings, gutters,
downspouts, foundations, fences, loudspeakers, public address, musical broadcasting and
electrical systems; gardening, landscaping and grounds maintenance, watering, irrigation;
cleaning, snow/ice removal, sanding, garbage and waste collection and disposal including
maintenance and replacement of trash receptacles and ash urns, trash compactors, benches,
bicycle racks and outdoor furniture; traffic control, security, alarm monitoring, supervising,
striping, resurfacing and drainage of parking area, driveways and sidewalks, including but not
limited to compliance with all governing codes; all utilities and repairs and maintenance of
such including electricity, gas, water, and sewer, and in the event of an enclosed mall or
promenade in the Shopping Center for heating and cooling; Tenants pro-rata share of whatever
management costs are incurred by the Landlord, including, but not limited to salaries and
expenses related to management, maintenance and accounting personnel, overhead and operating
expenses attributable to the operation of the management office (including, but not limited to
telephone, postage, and stationary expenses); rental or lease charges and repairs and
replacements to and maintenance and operation of signs, flags, banners or seasonal décor
relating to the Shopping Center, whether owned or rented by Landlord, which may be incurred by
Landlord in its sole discretion; and depreciation of maintenance equipment. In addition,
although the roof(s) of the building(s) in the Shopping Center are not literally part of the
Common Area, Landlord and Tenant agree that roof maintenance and repair, but not replacement,
shall be included as a common area maintenance item to the extent not specifically allocated
to Tenant under this Lease or to another tenant pursuant to its lease. Landlords fee for the
administration of all the above items shall be fifteen (15%) percent of the total annual
Common Area costs excluding utilities. Excluded from Common Area costs are capital
expenditures, ad valorem taxes, assessments, and depreciation of Landlords original
investment.
 (f)
    
    The proportionate share of Common Area costs to be paid by Tenant shall be computed on the
ratio that the total gross leasable area of the Demised Premises bears to the total gross
leasable area of all buildings (excluding Common Areas) within the Shopping Center; provided
that, in no event shall such share be less than the amount specified in Section 1(m) above.
Notwithstanding the foregoing, if during the Lease Term Landlord permits any tenant or
occupant in the Shopping Center to perform any item of Common Area costs for its sole benefit
and at its sole expense in lieu of Landlords performance thereof (which Common Area cost item
is typically provided by Landlord to all tenants of the Shopping Center and the cost of which
would be included in Common Area costs pursuant to Section 6(e), then Landlord shall have the
right but not the obligation, to equitably allocate the Common Area cost of such specific
Common Area item so that only those tenants in the Shopping Center that directly or indirectly
benefit from such Common Area item shall pay such Common Area cost (such tenants shall be
hereinafter referred to as Cost Pool Tenants. Each Cost Pool Tenants share of such Common
Area cost shall be a fraction with a numerator equal to the leasable square footage of the
Cost Pool Tenants premises and the denominator equal to the sum of the leasable square
footage of all Cost Pool Tenants premises. Tenant shall make estimated monthly payments to
Landlord, and Landlord may at its option make other periodic charges for conditions that
exceed the estimated annual cost of operation and maintenance of the Common Area. These
expenses are payable in advance but subject to adjustment after the end of the year on the
basis of the actual cost for such year. Within ten (10) days after delivery to Tenant of such
actual cost adjustment by Landlord, Tenant shall pay to Landlord any additional monies due.
Provided that Tenant is not in default, Landlord shall credit Tenants excess, if any, to its
next scheduled payment.
 SECTION 7: USE AND CARE OF PREMISES.
 (a)
    
    The Demised Premises may be used only for the purpose or purposes specified in Section 1(r)
and for no other purpose without the prior written consent of Landlord. Tenant shall use in
the transaction of business in the Demised Premises the trade name specified in Section 1(e)
above and no other trade name without the prior written consent of Landlord. Tenant shall not
at any time leave the Demised Premises vacant, but shall in good faith continuously throughout
the Lease Term conduct business in a reputable manner so as to produce the maximum amount of
sales from the Demised Premises, and shall, except during reasonable periods for repairing,
cleaning and decorating, keep the Demised Premises open to the public for business with
adequate personnel in attendance on all days during all hours (including evenings) established
by Landlord from time to time as store hours for the Shopping Center, and during any other
hours when the Shopping Center generally is open to the public for business, except to the
extent Tenant may be prohibited from being open for business by applicable law, ordinance or
governmental regulation. Such that the Shopping Center may be available to customers use,
the hours shall have a minimum parameter of five (5) days a week, with a minimum of
eight (8) hours per day; specifically 10:00 a.m. to 6:00 p.m. Fewer hours require the written
consent of Landlord.
 (b)
    
    Tenant shall not, without Landlords prior written consent, keep anything within the Demised
Premises or use the Demised Premises for any purpose which (i) increases the insurance premium
cost, or (ii) makes void or voidable any insurance policy carried on the Demised Premises or
other parts of the Shopping Center, or (iii) makes any
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(c)
    
    Tenant shall not conduct within the Demised Premises any fire, auction, bankruptcy,
going-out-of-business, lost-our-lease, or similar sales. Tenant shall not permit any
objectionable or unpleasant odors to emanate from the
Demised Premises; nor place or permit any radio, television, loudspeaker or amplifier on the
roof or outside the Demised Premises or where the same can be seen or heard from outside the
building; nor place any antenna, awning or other projection on the exterior of the Demised
Premises; nor take any other action which in the exclusive judgment of Landlord, would
constitute a public or private nuisance or would disturb or endanger other tenants of the
Shopping Center or unreasonably interfere with their respective premises; nor do anything
which would tend to injure the reputation of the Shopping Center.
 (d)
    
    Tenant shall take good care of the Demised Premises and keep the same free from waste at all
times. Tenant shall keep the Demised Premises and sidewalks, service-ways and loading areas
adjacent to the Demised Premises neat, clean and free from dirt or rubbish at all times, and
shall store all trash and garbage within the Demised Premises, until disposed of in dumpsters
provided. Receiving and delivery of goods and merchandise and removal of garbage and trash
shall be made only in the manner and areas prescribed by Landlord. Landlord may, at its sole
option, arrange for collection of all trash and garbage and, should Landlord exercise such
option, Tenants proportionate share of the cost thereof will be a part of its Common Area
cost. Tenant shall not operate an incinerator or burn trash or garbage within the Shopping
Center area. If Tenant is a restaurant, Tenant shall keep a grease trap properly serviced and
free of odor and clean at all times and at Tenants sole expense. There shall be no outside
storage of grease that does not meet with Landlords approval; and if approved, the storage
area shall be kept washed and clean at Tenants expense. All trash shall be disposed of in
heavy-duty plastic bags, securely tied and placed into dumpsters. All non-waxed cardboard
shall be flattened and recycled.
 (e)
    
    Tenant shall maintain all display windows in a neat, attractive condition, and shall keep all
display windows, exterior electric signs lighted from dusk until 11:00 p.m., or such other
hours as Landlord may from time to time in its sole discretion designate, every day, including
Sundays and holidays.
 (f)
    
    Tenant shall procure at its sole expense any permits and licenses required for the
transaction of business in the Demised Premises and otherwise comply with all applicable laws,
ordinances, and governmental regulations.
 SECTION 8: MAINTENANCE AND REPAIR OF PREMISES.
 (a)
    
    Landlord shall keep the foundation, the exterior walls (except plate glass windows, doors,
door closure devices, special store fronts and other exterior openings; window and door
frames, molding, locks and hardware; signs, placards, decorations or advertising media of any
type; and interior painting or other treatment of exterior walls) and roof of the Demised
Premises in good repair, except that Tenant shall be required to make all repairs occasioned
by the act or negligence of Tenant, its agents, employees, subtenants, licensees and
concessionaires. In the event that the Demised Premises should become in need of repairs
required to be made by Landlord hereunder, Tenant shall give immediate written notice thereof
to Landlord; and Landlord shall not be responsible in any way for failure to make any such
repairs until a reasonable time shall have elapsed after delivery of such written notice.
Landlord and Tenant expressly agree that all repairs, maintenance, management and other
services to be performed by Landlord or Landlords agents exclusively consists of the exercise
of professional judgment by such service providers, and Tenant expressly waives any claims for
breach of warranty arising from the performance of such services. Other than as set out in
this Lease, Landlord shall be under no obligation to perform any repair, maintenance or
management services in the Demised Premises or the surrounding Common Areas, and Tenant shall
be fully responsible at its expense for all repair, maintenance and management services other
than those which are expressly assumed by Landlord.
 (b)
    
    Tenant shall keep the Demised Premises clean and habitable and in first class condition and
repair and shall at its sole cost and expense keep the Demised Premises free of insects,
termites, rodents, vermin and other pests and make all needed repairs and replacements,
including replacement of cracked or broken glass, except for repairs and replacements required
to be made by Landlord under the provisions of Sections 8(a), 17 or 18. Without limiting the
coverage of the previous sentence, it is understood that Tenants responsibilities therein
include the repair, maintenance and replacement of all lighting (including electric light
bulbs, tubes, tube casings and ballasts), heating, air conditioning, plumbing and other
electrical, mechanical and electromotive installation, equipment and fixtures and also include
all utility repairs and maintenance in wiring ducts, conduits, pipes and wiring, keeping all
free from obstruction and protected against ice and freezing and any sewer stoppage located
in, under and above the Demised Premises. Tenant shall be responsible for preventive
maintenance on the heating, ventilation and air conditioning systems (HVAC) and shall retain,
and furnish on request to Landlord, evidence of semi-annual maintenance and inspection
contract for such systems. If any repairs or maintenance required to be made by Tenant
hereunder are not made within ten (10) days after written notice delivered to Tenant by
Landlord, Landlord may at its option make such repairs or maintenance without liability to
Tenant for any loss or damage which may result to its stock or business by reason of such
repairs or maintenance; and Tenant shall pay to Landlord upon demand, as additional rent
hereunder, the cost of such repairs or maintenance plus interest at the maximum lawful rate
(but in no event to exceed one and one half percent (11/2%) per month), such interest to accrue
continuously from the date of payment by Landlord until repayment by Tenant. Notwithstanding
the above, Landlord shall warranty the HVAC for the first six (6) months of the Lease Term.
At the expiration of this Lease, Tenant shall surrender the Demised Premises in good condition
excepting reasonable wear and tear.
 SECTION 9: ALTERATIONS.
 (a)
    
    Tenant shall not make any alterations, additions or improvements to the Demised Premises
without the prior written consent of Landlord, except for the installation of unattached,
movable trade fixtures that may be installed without drilling, cutting or otherwise defacing
the Demised Premises. Without limiting the generality of the preceding sentence, any
installation or replacement of Tenants heating or air conditioning equipment shall be
effected strictly in accordance with Landlords instructions. All alterations, additions,
improvements and fixtures (other than unattached, movable trade fixtures) which may be made or
installed by either party upon the Demised
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Premises shall remain upon and be surrendered with
the Demised Premises and become the property of Landlord at the termination of this Lease,
unless Landlord requests their removal in which event Tenant shall remove the same and restore
the Demised Premises to their original condition at Tenants expense. Any linoleum, carpeting
or other floor covering of similar character that may be cemented or otherwise adhesively
affixed to the floor of the Demised Premises shall become the property of Landlord without
credit or compensation to Tenant. Tenant shall submit plans and specifications for Landlords
approval of all improvements and work to be done by Tenant within the Demised Premises prior
to the commencement of any such work.
 (b)
    
    All construction work done by Tenant within the Demised Premises shall be performed in a good
and workmanlike manner, in compliance with all governmental requirements, and in such manner
as to cause a minimum of interference with other construction in progress and with the
transaction of business in the Shopping Center. Tenant agrees to pay for all cost of
alterations, additions or improvements, and to indemnify Landlord and hold Landlord harmless
against any loss, liability or damage resulting from such work, and Tenant shall, if requested
by Landlord, furnish bond or other security satisfactory to Landlord against any such loss,
liability or damage.
 (c)
    
    In the event that Tenant uses a general contractor to perform construction work within the
Demised Premises, Tenant shall, prior to the commencement of such work, require said general
contractor to execute and deliver to Landlord a waiver and release of any and all claims
against Landlord and liens against the Shopping Center to which such contractor might at any
time be entitled and to execute and record a Bond to Pay Claims in accordance with Chapter 53
of the Texas Property Code, as such may be amended, superseded or replaced from time to time,
and shall deliver a copy of the recorded bond to Landlord. The delivery of the waiver and
release of lien and the bond shall be a condition precedent to Tenants ability to enter on
and begin its construction work at the Demised Premises and, if applicable, to any
reimbursement from Landlord for its construction work.
 (d)
    
    In the event that Landlord elects to remodel all or any portion of the Shopping Center,
Tenant will cooperate with such remodeling, including Tenants tolerating temporary
inconveniences (and even the temporary removal of Tenants signs in order to facilitate such
remodeling, as it may relate to the exterior of the Demised Premises).
 SECTION 10: LANDLORDS RIGHT OF ACCESS; USE OF ROOF.
 (a)
    
    Landlord shall have the right to enter upon the Demised Premises, upon 48 hours advance
notice except in the case of an emergency, for the purpose of inspecting the same, or of
making repairs to the Demised Premises, or of making repairs, alterations or additions to
adjacent premises, or of showing the Demised Premises to prospective purchasers, lessees or
lenders, or for any other reason in Landlords discretion.
 (b)
    
    Use of the roof and all air space, heights, elevation rights and uses above the roof of the
Demised Premises is reserved to Landlord, and Tenant or Tenants agents, contractors or
designees must first have written approval of Landlord to access the roof for Tenants repairs
or remodeling. There shall be no roof penetration in connection with the installation of any
Tenant fixture or improvement on the Demised Premises.
 SECTION 11: SIGNS; STORE FRONTS.
 (a)
    
    Tenant shall not, without Landlords prior written consent (i) make any changes to the store
front, exterior walls, roof, foundation or any other part of the building, or (ii) install any
exterior lighting, decorations, or paintings, or (iii) erect or install any signs, window or
door lettering, placards, decorations or advertising media of any type which can be viewed
from the exterior of the Demised Premises, excepting only dignified displays of customary type
professionally made (hand scribed signs being prohibited) for its display windows. All signs,
lettering, placards, decoration and advertising media shall conform in all respects to the
sign criteria established by Landlord for the Shopping Center from time to time in the
exercise of its sole discretion, and shall be subject to the prior written approval of
Landlord as to construction, method of attachment, size, shape, height, lighting, color and
general appearance all as more particularly set forth in EXHIBIT D. All signs shall
be kept in good condition and in proper operating order at all times. Landlord reserves the
right to remove unauthorized signage upon notice to Tenant.
 (b)
    
    Tenant agrees upon the Commencement Date, to have a sign installed and operative according to
Landlords sign criteria (as set forth in EXHIBIT D. Upon vacating the Demised
Premises or upon removal or alteration of its sign, Tenant shall be responsible for repair,
painting and/or replacement of building fascia surface where sign is attached.
 SECTION 12: UTILITY SERVICE.
 (a)
    
    Subject to definable limitations, Landlord agrees to provide and maintain the necessary
mains, conduits and other means necessary to supply water, gas, electricity, telephone service
and sewerage service to the Demised Premises. Tenant shall be responsible for the delivery of
service within the Demised Premises.
 (b)
    
    Tenant shall promptly pay all charges for electricity, water, gas, telephone service,
sewerage service and other utilities furnished to the Demised Premises. Landlord may, if it
so elects, furnish one or more utility services to Tenant, and in such event Tenant shall
purchase the use of such services as are tendered by Landlord, and shall pay on demand as
additional rental the rates established therefor by Landlord which shall not exceed the rates
which would be charged for the services if furnished by the local public utility companies.
Landlord may at any time discontinue furnishing any such service without obligation to Tenant
other than to connect the Demised Premises to the public utility, if any, furnishing such
service.
 (c)
    
    Landlord shall not be liable for supplying any such utilities or for any interruption,
reduction or discontinuance whatsoever in utility services not furnished by Landlord, nor for
interruptions, reductions or discontinuances in utility service furnished by Landlord which
are due to fire, accident, strike, acts of God, governmental action, shortages, or other
similar shortages or reductions or other causes beyond the control of Landlord or which would
cause such services to be economically impractical or which are necessary or useful in
connection with making alterations, repairs or improvements. Tenant shall be responsible for
the installation and maintenance of any
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dilution tanks, holding tanks, settling tanks, sewer
sampling devices, sand traps, grease traps or similar devices as may be required by any
governmental authority for Tenants use of the sanitary sewer system. Tenant shall be
responsible for any registration and upkeep of same as may be required by such legislation of
governmental authorities.
 (d)
    
    Tenant may not use the services of an alternative electricity service provider (an ASP)
rather than the public utility that is servicing the Shopping Center as of the date of
Tenants execution of this Lease, and no ASP may provide service to Tenant or to install its
lines or other equipment within the Shopping Center, without obtaining the prior consent of
Landlord. Landlords consent under this Section 12(d) shall not be deemed any kind of
warranty or representation by Landlord, including, without limitation as to the suitability or
competence of any ASP. Further, if Landlord consents to Tenants use of an ASP, then Tenant
acknowledges and agrees that (1) all electricity
services desired by Tenant shall be ordered and utilized at the sole expense of Tenant; (2)
Landlord has no obligation or liability with respect to the interruption or discontinuation,
for whatever reason, of ASP service; and (3) TENANT SHALL INDEMNIFY, DEFEND, AND HOLD
HARMLESS LANDLORD FOR ALL CLAIMS, FINES, SUITS, LOSSES, COSTS, LIABILITIES, DEMANDS,
EXPENSES, ACTIONS AND JUDGMENTS (COLLECTIVELY, CLAIMS) AGAINST LANDLORD CAUSED BY OR
ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY ACTS OR OMISSIONS BY ASP (INCLUDING THOSE
CLAIMS RESULTING IN ANY WAY FROM THE NEGLIGENCE OF LANDLORD).Landlords refusal to consent
to any prospective ASP is not a default or breach by Landlord of its obligations under this
Lease unless and until Landlord is adjudicated in a final and unappealable court decision to
have acted recklessly or maliciously with respect to its refusal. Further, Landlord may at
any time and from time to time during the Lease Term require Tenant to contract for
electricity service with a different ASP or ASPs if the change in ASP will not raise Common
Area costs or Tenants electricity costs for the Demised Premises.
 SECTION 13: INTENTIONALLY OMITTED.
 SECTION 14: INDEMNITY AND PUBLIC LIABILITY INSURANCE.
 (a)
    
    Landlord shall not be liable to Tenant or to Tenants employees, agents or visitors, or to
any other person whomsoever, for any injury to person or damage to property in or about the
Demised Premises or the Common Area caused by the negligence or misconduct of Tenant,
its employees, subtenants, licensees or concessionaires, or of any person entering the
Shopping Center under express or implied invitation of Tenant, or arising out of the use of
the Demised Premises by Tenant and the conduct of its business therein, or arising out of any
breach or default by Tenant in the performance of its obligations hereunder; and Tenant hereby
agrees to indemnify Landlord and hold it harmless from any loss, expense or claims arising out
of such damage or injury.
 (b)
    
    Tenant shall procure and maintain throughout the Lease Term a commercial general liability
policy or policies of insurance, at its sole cost and expense, insuring both Landlord and
Tenant against all claims, demands or actions arising out of or in connection with Tenants
use or occupancy of the Demised Premises, the limits of such policy or policies to be in an
amount not less than $1,000,000 combined single limit, and to be written by insurance
companies approved by and registered with the Texas State Board of Insurance written on an
occurrence basis on Insurance Services Office, Inc. form CG 0001 0196 or an equivalent
occurrence basis form reasonably satisfactory to Landlord. Landlord and Landlords property
management company shall be named as additional insureds on each of Tenants insurance
policies. Tenant shall obtain a written obligation on the part of each insurance company to
notify Landlord at least thirty (30) days prior to cancellation of such insurance. Such
policies or duly executed certificates of insurance shall be promptly delivered to Landlord
prior to occupancy of the Demised Premises, and all renewals thereof shall be delivered to
Landlord not less than ten (10) days prior to the expiration date of the respective policy
terms. If Tenant should fail to comply with the foregoing requirements relating to insurance,
Landlord may obtain such insurance and Tenant shall pay to Landlord on demand, as additional
rent hereunder, the premium cost thereof plus interest at the maximum lawful rate (but in no
event to exceed 11/2% per month) from date of payment by Landlord until repaid by Tenant.
 (c)
    
    UNLESS THE WAIVER HEREINAFTER EXPRESSED OPERATES TO VOID OR DIMINISH INSURANCE COVERAGE
CURRENTLY IN EFFECT BY LANDLORD, NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY,
LANDLORD AND TENANT HEREBY WAIVE ANY AND ALL RIGHTS OF RECOVERY, CLAIMS, ACTIONS, OR CAUSES OF
ACTION AGAINST EACH OTHER, THEIR AGENTS, OFFICERS, AND EMPLOYEES, FOR ANY LOSS OR DAMAGE THAT
MAY OCCUR TO THE DEMISED PREMISES, IMPROVEMENTS, INVENTORY, OR TO ANY BUILDING ON THE DEMISED
PREMISES, BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSES WHICH ARE INSURED AGAINST UNDER
THE TERMS OF STANDARD FIRE AND EXTENDED COVERAGE INSURANCE POLICIES, REGARDLESS OF COST OR
ORIGIN, INCLUDING NEGLIGENCE OF LANDLORD OR TENANT AND THEIR AGENTS, OFFICERS, AND EMPLOYEES.
BECAUSE THIS SECTION WILL PRECLUDE THE ASSIGNMENT OF ANY CLAIM MENTIONED IN IT BY WAY OF
SUBROGATION (OR OTHERWISE) TO AN INSURANCE COMPANY (OR ANY OTHER PERSON), TENANT AGREES
IMMEDIATELY TO GIVE TO EACH INSURANCE COMPANY WHICH HAS ISSUED TO IT POLICIES OF FIRE AND
EXTENDED COVERAGE INSURANCE, WRITTEN NOTICE OF THE TERMS OF THE MUTUAL WAIVERS CONTAINED IN
THIS SECTION, AND TO HAVE THE INSURANCE POLICIES PROPERLY ENDORSED, IF NECESSARY, TO PREVENT
THE INVALIDATION OF THE INSURANCE COVERAGE BY REASON OF THE MUTUAL WAIVERS CONTAINED IN THIS
SECTION.
 (d)
    
    All trade furnishings, fixtures and equipment as well as improvements paid for by Tenant in
the Demised Premises, which are supplied and installed at the sole expense of Tenant, shall be
insured at Tenants expense. Landlord shall not be liable for any damage to the property of
Tenant or others located on the Demised Premises, nor for the loss of or damage to any
property of Tenant or others by theft or otherwise. Landlord shall not be liable for damage
to such property resulting from fire, explosion, falling plaster, steam, gas, electricity,
dampness, water or leaks from any part of the Demised Premises (including the pipes,
appliances, or plumbing work therein) or from any other place, or by any other cause of
whatsoever nature. All property of Tenant or other persons kept or stored on the Demised
Premises shall be so kept or stored at the risk of Tenant or such other persons, and Tenant
shall hold Landlord harmless from claims arising out of damage to same, including subrogation
claims by Tenants or such other persons insurance carrier.
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SECTION 15: OTHER INSURANCE.
 (a)
    
    Landlord agrees to keep all buildings and improvements within the Shopping Center insured
against fire and extended coverage perils to be the extent of the full insurable value (with
replacement cost endorsement) and liability insurance (plus whatever endorsements or special
coverages Landlord, in its sole discretion, may consider appropriate) to the extent necessary
to comply with Landlords obligations under this Lease. If Tenants use of the Demised
Premises increases the insurance premium on policies maintained by Landlord over the premium
charged for normal retail and service uses, then Tenant shall be responsible for and pay the
amount of such increase.
 (b)
    
    If Tenant makes any additions or alterations or changes in its operations or vacates the
Demised Premises and thereby causes an increase in the insurance premiums, Tenant shall pay to
Landlord the amount of such increase.
 (c)
    
    Any insurance carried by Landlord or Tenant against loss or damage to the building and other
improvements within the Shopping Center or the Demised Premises shall be carried for the
benefit of Landlord to the extent of loss or damage to the building or improvements within the
Shopping Center and for the benefit of Tenant to extent of loss or damage to improvements in
the Demised Premises owned by Tenant.
 (d)
    
    As additional rent during the Lease Term, Tenant will promptly reimburse Landlord on demand
all insurance costs for coverage of the Shopping Center and the Demised Premises. Such
insurance costs for fractional parts of the first and last year of the Lease Term shall be
prorated for the commencement or termination year by the following formula:Multiply the number of days Tenant occupied the Demised Premises by Tenants share of
insurance costs and divide that quotient by 365.
 (e)
    
    The copy of the invoice for insurance charges submitted by Landlord to Tenant shall be
sufficient evidence of the amount of insurance charges against the property to which the bills
relate. Tenants pro rata share of actual insurance charges for a given year shall be the
result of the actual insurance charges for such year multiplied by a fraction, the numerator
of which is the total gross leasable area of the Demised Premises set forth in Section 1(i)
and the denominator of which is the total gross leasable area in the Shopping Center.
Tenants share of the actual insurance costs for the calendar year in which the commencement
of this Lease occurs is estimated as set forth in Section 1(o) hereof, payable monthly by
Tenant to Landlord on the same date monthly rental is due. For the first partial year and for
each calendar year during the Lease Term, Tenant shall pay to Landlord on the date the Minimum
Guaranteed Rental is due, one twelfth (1/12) of the estimated insurance costs for the current
year, or if none have been estimated by Landlord, then one twelfth (1/12) of the actual
insurance costs of the immediately preceding calendar year. Within ten (10) days from
Tenants receipt from Landlord of a statement of the actual insurance costs for such year or
partial year, Tenant shall pay to Landlord the amount of the excess, if any, between Tenants
share of actual insurance costs for such year or partial year and the estimated amount
theretofore paid by Tenant for such period. If Tenants share of actual insurance costs for
any calendar year or partial year during the Lease Term for which Tenant has made payment to
Landlord hereunder is less than the estimated amount theretofore paid by Tenant for such year,
such excess amount paid by Tenant shall: (i) be credited against the next maturing
installment due from Tenant to Landlord for Tenants share of actual insurance costs, or (ii)
if paid for the last year of the Lease Term and Tenant is not in default, be refunded by
Landlord to Tenant upon expiration of the Lease.
 (f)
    
    Tenant shall at its cost, maintain insurance covering: (i) its personal property and
improvements installed providing protection against fire and extended coverage, sprinkler
damage, vandalism and malicious mischief; (ii) all plate glass in the Demised Premises; (iii)
liquor law liability, if applicable; (iv) signage; and (v) pollution and contamination on the
Demised Premises if applicable. All coverage shall be written with replacement cost
endorsement.
 SECTION 16: NON-LIABILITY FOR CERTAIN DAMAGE.
 Landlord and its agents and employees shall not be liable to Tenant for any injury to person,
damage to property, or losses due to business interruptions caused by the Demised Premises or
other portions of the Shopping Center becoming out of repair, or by defects or failure of
equipment, pipes or wiring, or broken glass, or by the backing up of drains, or by gas,
water, steam, electricity or oil leaking, escaping, or flowing into the Demised Premises
(except where due to Landlords willful failure to make repairs required to be made
hereunder, after the expiration of a reasonable time after written notice to Landlord of the
need for such repairs); nor shall Landlord be liable to Tenant for any loss or damage that
may be occasioned by or through the acts or omissions of other tenants of the Shopping Center
or of any other persons whomsoever, excepting only duly authorized employees and agents of
Landlord.
 SECTION 17: DAMAGE BY CASUALTY.
 (a)
    
    Tenant shall give immediate written notice to Landlord of any damage caused to the Demised
Premises by fire or other casualty.
 (b)
    
    In the event that the Demised Premises shall be damaged or destroyed by fire or other
casualty insurable under standard fire and extended coverage insurance and Landlord does not
elect to terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable
diligence and at its sole cost and expense to rebuild and repair the Demised Premises. In the
event (i) the building in which the Demised Premises are located shall be destroyed or
substantially damaged by a casualty not covered by Landlords insurance; or (ii) such building
shall be destroyed or rendered untenantable to an extent in excess of fifty percent (50%) of
the floor area by casualty covered by Landlords insurance; or (iii) such building be damaged
to such extent that the remaining Lease Term is not sufficient to amortize the cost of
reconstruction; or (iv) the holder of a mortgage, deed of trust or other lien on the Demised
Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or lien,
to require the use of all or part of Landlords insurance proceeds in satisfaction of all or
part of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord
may elect either to terminate
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this Lease or to proceed to rebuild and repair the Demised
Premises. Landlord shall give written notice to Tenant of such election within ninety (90)
days after the occurrence of such casualty, and if Landlord elects to rebuild and repair the
Demised Premises, it shall proceed to do so with reasonable diligence and at its sole cost and
expense. If despite Landlords best efforts, Tenant shall be deprived of the Demised Premises
for a period of two hundred twenty-one (221) days or longer, Tenant shall have the option to
terminate this Lease by providing Landlord thirty (30) days prior written notice.
 (c)
    
    Landlords obligation to rebuild and repair under this Section shall in any event be limited
to restoring (i) the Demised Premises to substantially the condition in which the same existed
prior to such casualty, exclusive of any alterations, additions, improvements, fixtures and
equipment installed by Tenant; or (ii) Landlords Work as described in EXHIBIT C, if
any, to substantially the same condition in which the same existed prior to the casualty, as
the case may be. Tenant agrees that promptly after completion of such work by Landlord,
Tenant will proceed with reasonable diligence and at Tenants sole cost and expense to
restore, repair and replace all alterations, additions, improvements, fixtures, signs and
equipment installed by Tenant as described in EXHIBIT C, if any.
 (d)
    
    Tenant agrees that during any period of reconstruction or repair of the Demised Premises it
will continue the operation of its business within the Demised Premises to the extent
practicable. During the period from the occurrence of the casualty until Landlords repairs
are completed, the Minimum Guaranteed Rental shall not be affected thereby and there shall be
no abatement of the Percentage Rental and other charges provided for herein unless more than
twenty percent (20%) of the floor area of the Demised Premises shall have been damaged by such
casualty; and then such Minimum Guaranteed Rental shall be reduced to the extent as may be
fair and reasonable under the circumstances.
 SECTION 18: EMINENT DOMAIN.
 (a)
    
    If more than ten percent (10%) of the floor area of the Demised Premises should be taken for
any public or quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the
rent shall be abated during the unexpired portion of this Lease, effective on the date
physical possession is taken by the condemning authority.
 (b)
    
    If less than ten percent (10%) of the floor area of the Demised Premises should be taken as
aforesaid, this Lease shall not terminate; however, the Minimum Guaranteed Rental payable
hereunder during the unexpired portion of this Lease shall be reduced in proportion to the
area taken, effective as of the date physical possession is taken by the condemning authority.
Following such partial taking, Landlord shall make all necessary repairs or alterations to
the remaining portion of the Demised Premises or, if an EXHIBIT C is attached
hereto, all necessary repairs or alterations within the scope of Landlords Work as described
in EXHIBIT C, as the case may be, required to make the remaining portions of the
Demised Premises an architectural whole.
 (c)
    
    If any part of the Common Area of the Shopping Center should be taken as aforesaid, this
Lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either
Landlord or Tenant may terminate this Lease if the area of the Common Area of the Shopping
Center remaining following such taking plus any additional parking area provided by Landlord
in reasonable proximity to the Shopping Center shall be less than seventy percent (70%) of the
area of the Common Area of the Shopping Center immediately prior to the taking. Any election
to terminate this Lease in accordance with this provision shall be evidenced by written notice
of termination delivered to the other party within thirty (30) days after the date physical
possession is taken by the condemning authority.
 (d)
    
    All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of
the Demised Premises or any Common Area shall be the property of Landlord, and Tenant hereby
assigns its interest in any such award to Landlord; provided, however, Landlord shall have no
interest in any award made to Tenant for loss of business or for the taking of Tenants
fixtures and other property if a separate award for such items is made to Tenant.
 SECTION 19: ASSIGNMENT AND SUBLETTING.
 (a)
    
    Provided that Tenant shall not be in default of any of its obligations hereunder, Tenant may,
without Landlords consent, assign this Lease or sublet the Demised Premises to any Affiliate
(hereinafter defined) of Tenant, provided that (i) Tenant provides Landlord a copy of the
sublease or the assignment within 10 days after its execution, (ii) the total assets and net
worth of such assignee or sublessee shall not be less than that of Tenant immediately prior to
such assignment or sublease and (iii) such successor shall execute an instrument in writing
reasonably satisfactory to Landlord fully assuming all of the obligations and liabilities
imposed upon Tenant hereunder and shall deliver the same to Landlord. No such assignment or
subletting shall operate to relieve Tenant from any liability hereunder. The term Affiliate
means any entity that acquires all or part of Tenant, or that is acquired in whole or in part
by Tenant, or which entity, directly or indirectly, controls, is controlled by, or is under
common control with Tenant. For purposes of this Paragraph 19(a), control means the
possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, whether through the ownership of voting securities or by
contract or otherwise.
 (b)
    
    Provided that Tenant shall not be in default of any of its obligations hereunder, Tenant
shall have the further right to sublet portions of the Demised Premises with Landlords
approval of the Tenant and the form of the sublease, which approval will not be unreasonably
withheld, subject to Section 19(d). In the event of such a sublet, the Tenant and Landlord
shall share equally in the net profits realized by the Tenant on account of said sublease.
Should Tenant sublet the entire Demised Premises during any Lease Term of this Lease, Landlord
shall have the option to enter into a direct lease with the subtenant upon the renewal thereof
and, in such event, the Tenant shall be relieved of any further liabilities or benefits under
the terms of this Lease.
 (c)
    
    Should Tenant at any time during the Lease Term desire to assign this Lease or sublet the
Demised Premises to a party other than a party under Section 19(a) above, Tenant shall furnish
Landlord with thirty (30) days or more advance written notice (prior to the date of such
proposed assignment) specifying therein the date of such proposed assignment or subletting,
the name and address of the proposed assignee or subtenant, and, if a corporation or
partnership, its principals and the nature of the business proposed to be conducted in the
Demised
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Premises by said assignee or subtenant. Any attempted assignment or sublease by
Tenant or any attempted reorganization of Tenant in violation of the terms of this Section 19
is void.
 (d)
    
    If the Tenant proposes under Section 19(b) above to assign this Lease to a party (a
Transferee) (i) acceptable to Landlord in its reasonable discretion, taking into account
such things as existing uses, tenant mix and existing exclusives, (ii) with total assets and
net worth of the proposed assignee or subtenant shall not be less than that of Tenant
immediately prior to such assignment or sublease, (iii) with a use that will not conflict with
any then existing exclusive use given to another tenant of the Shopping Center and (iv) that
shall otherwise meet with Landlords approval, and if such Transferee delivers to Landlord in
recordable form an instrument that contains Transferees assumption of liabilities and
obligations under the Lease, then Landlord shall accept such assignment or subletting
Transferee. Tenant shall reimburse Landlord on demand for any costs that may be incurred by
Landlord in connection with any proposed transfer or assignment, including, without
limitation, the costs of investigation of the Transferee and the legal costs incurred in
connection with documenting the requested transfer.
 (e)
    
    Tenant is traded on NASDAQ under symbol DOVR.
 (f)
    
    Tenant shall not mortgage, pledge or otherwise encumber or grant any right with respect to
its interest in this Lease or in the Demised Premises, without the prior written consent of
Landlord.
 (g)
    
    In the event of an assignment of this Lease by Tenant, in no event shall the rental payable
by Tenant for any calendar year be less than the annual Minimum Guaranteed Rental.
 (h)
    
    In the event of the transfer and assignment by Landlord of its interest in this Lease,
Landlord shall thereby be released from any further obligations hereunder, and Tenant agrees
to look solely to such successor in interest of Landlord for performance of such obligations.
Any security given by Tenant to secure performance of Tenants obligations hereunder may be
assigned and transferred by Landlord to such successor in interest, and Landlord shall thereby
be discharged of any further obligation relating thereto.
 SECTION 20: REAL ESTATE TAXES.
 (a)
    
    As additional rent for the Lease Term, or any renewal or extension thereof, Tenant will
promptly pay real estate taxes, assessments, business taxes, excises, association dues, fees,
levies, charges and other taxes of every kind and nature whatsoever, general and special,
extraordinary and ordinary, foreseen and unforeseen, including interest on installment
payments, which may be levied or assessed against or arise in connection with ownership, use,
occupancy, rental, operation or possession of the Demised Premises (including personal
property taxes for property that is owned by Landlord and used in connection with the
operation, maintenance and repair of the Demised Premises), or substituted, in whole or in
part, for a tax previously in existence by any taxing authority, or assessed in lieu of a tax
increase, or paid as rent under any ground lease. Real estate taxes do not include Landlords
income, franchise or estate taxes (unless such excluded taxes are assessed in lieu of any of
the taxes enumerated above).
 (b)
    
    The copy of the tax bill submitted by Landlord to Tenant shall be sufficient evidence of the
amount of taxes assessed or levied against the parcel of real property to which the bill
relates. Tenants pro rata share of actual real estate taxes for a given year shall be the
result of the actual tax charges for such year multiplied times a fraction, the numerator of
which is the total gross leasable area of the Demised Premises, set forth in Section 1(i) and
the denominator of which is the total gross leasable area in the Shopping Center or separate
tax parcel of which the Demised Premises are a part, whichever is applicable. Notwithstanding
the foregoing, if Tenant is a tenant in the Shopping Center with a ground lease that is taxed
separately, or Landlord permits a tenant in the Shopping Center to be taxed separately as in
the case of a ground lease, then Landlord shall have the right to equitably allocate the tax
bill so that Tenant pays its correct share of the taxes. Tenants share of the actual taxes
for the calendar year in which the commencement of this Lease occurs is estimated as set forth
in Section 1(n), payable monthly by Tenant to Landlord on the same date on which the Minimum
Guaranteed Rental is due. For the first partial year and for each calendar year during the
Lease Term, Tenant shall pay to Landlord on the date the Minimum Guaranteed Rental is due one
twelfth (1/12) of the estimated real estate taxes for the current year, or if none have been
estimated by Landlord, then one twelfth (1/12) of the actual real estate taxes for the
immediately preceding calendar year. Within ten (10) days from Tenants receipt from Landlord
of a statement of the actual taxes for such year, or partial year, Tenant shall pay to
Landlord the amount of the excess, if any, between Tenants share of actual taxes for such
year or partial year and the estimated amount theretofore paid by Tenant for such period. If
Tenants share of actual taxes for any calendar year or partial year during the Lease Term for
which Tenant has made payment to Landlord hereunder is less than the estimated amount
theretofore paid by Tenant for such year, such excess amount paid by Tenant shall: (i) be
credited against the next maturing installment due from Tenant to Landlord for Tenants share
of actual taxes; or (ii) if paid for the last year of the Lease Term and Tenant is not in
default, be refunded by Landlord to Tenant upon expiration of the Lease.
 (c)
    
    All real estate taxes and assessments herein assumed to be paid by Tenant shall be paid by
Landlord before they become delinquent or penalty accrues thereon.(d)
    
    Intentionally omitted.
 (e)
    
    Tenant shall be liable for all taxes levied against personal property and trade fixtures
owned by Tenant in the Demised Premises. If any such taxes are levied against Landlord or
Landlords property and if Landlord elects to pay the same or if the assessed value of
Landlords property is increased by inclusion of personal property and trade fixtures owned by
Tenant and Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.
 (f)
    
    If Tenant should fail to pay any taxes, assessments, or governmental charges required to be
paid by Tenant hereunder, in addition to any other remedies provided herein, Landlord may, if
it so elects, pay such taxes, assessments, and governmental charges. Any sums, including
reasonable expenses and legal fees, so paid by Landlord shall be deemed to be additional
rental owing by Tenant to Landlord and shall be due and payable
upon
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demand plus interest at
the maximum lawful rate (not to exceed 11/2% per month) from the date of payment by Landlord
until repaid by Tenant.
 (g)
    
    Tenant hereby acknowledges that Landlord hires a tax consultant (the Tax Consultant) and
Tenant agrees to pay its proportionate share of the reasonable cost of the Tax Consultant.
Tenants share of the cost of the Tax Consultant is a fraction the numerator of which is the
gross leasable area of in the Demised Premises and the denominator of which is the gross
leasable area of all property owned by Landlord that is the subject of the Tax Consultants
review, provided in no event shall Tenants proportionate share be greater than if the subject
of such Tax Consultants work consisted only of the Shopping Center.
 SECTION 21: DEFAULT BY TENANT AND REMEDIES.
 (a)
    
    The following events shall be deemed to be events of default by Tenant under this Lease:
 (i)
    
    Tenant shall fail to pay any installment of rent or any other obligation
hereunder involving the payment of money and such failure shall continue for a period of
ten (10) days after written notice. Notwithstanding the above, Landlord shall only be
obligated to provide such written notice to Tenant a maximum of two (2) times in any
twelve calendar month period. The next default shall be an automatic default hereunder
without any further obligation on the part of Landlord to provide notice thereof.
 (ii)
    
    Tenant does not comply with any of the terms of this Lease or any amendment,
addendum or exhibit hereto, (other than as described in Subsections (iii) through (xii)
below for which no notice is required), and other than the payment of Rent, and does not
cure the failure within thirty (30) days after Landlord delivers notice of the failure
to Tenant, except that no Event of Default occurs if the failure cannot reasonably be
cured within the 30-day period and Tenant commences the cure promptly and diligently
completes the cure within a reasonable time, not to exceed 60 days after the last day of
the 30-day period.
 (iii)
    
    Tenant or any guarantor of Tenants obligations under this Lease shall become
insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment
for the benefit of creditors.
 (iv)
    
    Tenant or any guarantor of Tenants obligations under this Lease shall file a
petition under any section or chapter of the United States Bankruptcy Code, as amended,
or under any similar law or statute of the United States or any State thereof; or Tenant
or any guarantor of Tenants obligations under this Lease shall be adjudged bankrupt or
insolvent in proceedings filed against Tenant or said guarantor.
 (v)
    
    A receiver or trustee shall be appointed for the Demised Premises or for all or
substantially all of the assets of Tenant or any guarantor of Tenants obligations under
this Lease.
 (vi)
    
    Tenant shall desert or vacate or shall commence to desert or vacate the Demised
Premises or any substantial portion of the Demised Premises or shall remove or attempt
to remove, without the prior written consent of Landlord, all or a substantial value of
Tenants goods, wares, equipment, fixtures, furniture, or other personal property.
 (vii)
    
    Tenant shall do or permit to be done anything that creates a lien upon the
Demised Premises.
 (viii)
    
    The business operated by Tenant shall be closed by a failure to pay any governmental
taxes required or for any other reason.
 (ix)
    
    Tenant shall assign this Lease or sublet the Demised Premises without the prior
written consent of Landlord.
 (x)
    
    The Demised Premises shall be used for purposes other than those set forth in
Section 1(r).
 (xi)
    
    Tenant shall use or display signs other than those approved in accordance with
Section 11.
 (xii)
    
    Tenant shall fail to keep regular business hours or to operate continuously,
except as provided for in Section 1(r).
 (b)
    
    Upon the occurrence of any such events of default, Landlord shall have the option to pursue
any one or more of the following remedies:
 (i)
    
    Without any notice or demand whatsoever, take any one or more of the actions
permissible at law to insure performance by Tenant of Tenants covenants and obligations
under this Lease. In this regard, it is agreed that if Tenant deserts the Demised
Premises or if the Demised Premises becomes vacant, (1) Landlord may enter upon and take
possession of such premises in order to protect them from deterioration and continue to
demand from Tenant the monthly rentals and other charges provided in this Lease, without
any obligation to relet, (2) but that if Landlord does, at its sole discretion, elect to
relet the Demised Premises, such action by Landlord shall not be deemed as an acceptance
of Tenants surrender of the Demised Premises unless Landlord expressly notifies Tenant
of such acceptance in writing pursuant to Section 21(b)(ii) of this Section, Tenant
hereby acknowledging that Landlord shall otherwise be reletting as Tenants agent and
Tenant furthermore hereby agreeing to pay to Landlord on demand any deficiency that may
arise between the monthly rentals and other charges provided in this Lease and that
actually collected by Landlord. It is further agreed in this regard in the event of any
default described in Section 21(a)(ii), Landlord shall have the right to enter upon the
Demised Premises, by force if necessary, without being liable for prosecution or any
claim for damages therefor, and do whatever Tenant is obligated to do under the terms of
this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in thus effecting compliance with Tenants obligations under this
Lease, and Tenant further agrees that Landlord shall not be liable for any damages
resulting to the Tenant from such action.
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(ii)
    
    Terminate this Lease by written notice to Tenant, in which event Tenant shall
immediately surrender the Demised Premises to Landlord, and if Tenant fails to do so,
Landlord may, without prejudice to any other remedy which Landlord may have for
possession or arrearages in rent (including any interest which may have accrued pursuant
to Section 4 of this Lease), enter upon and take possession of the Demised Premises and
expel or remove Tenant and any other person who may be occupying the Demised Premises or
any part thereof, by force if necessary, without being liable for prosecution or any
claim for damages therefor; and Tenant agrees to pay to Landlord on demand the amount of
all loss and damage which Landlord may suffer by reason of such termination, said loss
and damage to be determined by either of the following alternative measures of damages:
 (1)
    
    Until Landlord is able through reasonable efforts,
the nature of which efforts shall be at the sole discretion of Landlord,
to relet the Demised Premises, Tenant shall pay to Landlord on or before
the first day of each calendar month, the monthly rentals and other
charges provided in this Lease. After the Demised Premises have been
relet by Landlord, Tenant shall pay to Landlord on the 20th day of each
calendar month the difference between the monthly rentals and other
charges provided in this Lease for the preceding calendar month and that
actually collected by Landlord for such month. If it is necessary for
Landlord to bring suit in order to collect any deficiency, Landlord shall
have the right to allow such deficiencies to accumulate and to bring an
action on several or all of the accrued deficiencies at one time. Any
such suit shall not prejudice in any way the right of Landlord to bring a
similar action for any subsequent deficiency or deficiencies. Any amount
collected by Landlord from subsequent tenants for any calendar month, in
excess
of the monthly rentals and other charges provided in this Lease, shall be
credited to Tenant in reduction of Tenants liability for any calendar
month for which the amount collected by Landlord will be less than the
monthly rentals and other charges provided in this Lease; but Tenant
shall have no right to such excess other than the above described credit.(2)
    
    When Landlord desires, Landlord may demand a final
settlement. Upon demand for a final settlement, Landlord shall have a
right to, and Tenant hereby agrees to pay, the difference between the
total monthly rentals and other charges provided in this Lease for the
remainder of the Lease Term and the reasonable rental value of the Demised
Premises for such period, such difference to be discounted to present
value at a rate equal to the highest rate of interest which is allowed by
law in the State of Texas when the parties to a contract have not agreed
on any particular rate of interest.
 (iii)
    
    Terminate Tenants right of possession (but not this Lease) and may repossess
the Demised Premises by forcible entry and detainer suit or otherwise, without thereby
releasing Tenant from any liability hereunder and without demand or notice of any kind
to Tenant and without terminating this Lease, in which event Landlord may, but shall be
under no obligation to do so, relet the same for the account of Tenant for such rent and
upon such terms as shall be satisfactory to Landlord. For the purpose of such
reletting, Landlord is authorized to decorate or to make any repairs, changes,
alterations or additions in or to the Demised Premises as may be reasonably necessary or
desirable: and (1) if Landlord shall fail or refuse to relet the Demised Premises, or
(2) if the same are relet and a sufficient sum shall not be realized from such reletting
after first deduction therefrom, for retention by Landlord, the unpaid rent due
hereunder earned but unpaid at the time of reletting plus interest thereon at the
maximum lawful rate (not to exceed 11/2% per month), the cost of recovering possession
(including legal fees and costs of suit), all of the costs and expenses of such
decorations, repairs, changes, alterations, and additions, the expense of such reletting
(including without limitation brokerage fees and legal fees) and the cost of collection
of the rent accruing therefrom to satisfy the rent provided for in this Lease to be
paid: the (a) Tenant shall pay to Landlord as damages a sum equal to the monthly rentals
and other charges provided in this Lease for such period or periods, plus the cost of
recovering possession of the Demised Premises (including legal fees and cost of suit),
the unpaid rent earned at the time of repossession plus interest thereon at the maximum
lawful rate (not to exceed 11/2% per month), and the cost incurred in any attempt by
Landlord to relet the Demised Premises: or (b) if the Demised Premises have been relet,
the Tenant shall satisfy and pay any such deficiency. Landlord may file suit to recover
any sums falling due under the terms of this Section from time to time. Such reletting
shall not be construed as an election on the part of Landlord to terminate this Lease
unless a written notice of such intention is given to Tenant by Landlord.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous breach.
 (iv)
    
    The following provisions shall override and control any conflicting provisions of
Section 93.002 of the Texas Property Code, as amended, as well as any successor statute
governing the right of a landlord to change the door locks of commercial tenants. In
the event of default or if Tenant breaches any term, covenant or condition of this
Lease, Landlord is entitled and is hereby authorized, without any further notice to
Tenant except as expressly provided herein, to enter upon the Demised Premised by use of
a master key, a duplicate key, or other peaceable means, and to change, alter, and/or
modify the door locks on all entry doors of the Demised Premises, thereby permanently
excluding Tenant and its officers, principals, agents, employees and representatives
therefrom. In the event that Landlord has either permanently repossessed the Demised
Premises pursuant to the foregoing provisions of this Lease, or has terminated this
Lease by reason of Tenants default, Landlord shall not thereafter be obligated to
provide Tenant with a key to the Demised Premises at any time, regardless of any amounts
subsequently paid by Tenant; provided, however, that in any such instance, during
Landlords normal business hours and at the convenience of Landlord, and upon receipt of
written request from Tenant accompanied by such written waivers and releases as the
Landlord may require, Landlord will (at Landlords option) either: (1) escort Tenant or
its authorized personnel to the Demised Premises to retrieve any personal belongings or
other property of Tenant not subject to the Landlords statutory lien or the lien and
security interest described in this Lease, or (2) obtain a list from Tenant of such
personal property as Tenant intends to remove, whereupon, Landlord shall remove such
property and make it available to Tenant at a time and place designated by Landlord.
However, if Landlord elects option (2), Tenant shall pay, in cash in advance, all costs
and expenses estimated by Landlord to be incurred in removing such property and making
it available to Tenant and all moving and/or storage charges theretofore incurred by
Landlord with
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respect to such property. If Landlord elects to exclude Tenant from the
Demised Premises without permanently repossessing or terminating pursuant to the
foregoing provisions of this Lease, then Landlord shall not be obligated to provide
Tenant a key to re-enter the Demised Premises until such time as all delinquent rent and
other amounts due under this Lease have been paid in full and all other defaults, if
any, have been completely cured to Landlords satisfaction (if such cure occurs prior to
any actual permanent repossession or termination), and Landlord has been given assurance
reasonably satisfactory to Landlord evidencing Tenants ability to satisfy its remaining
obligations under this Lease. During any such temporary period of exclusion, Landlord
will, during Landlords regular business hours and at Landlords convenience, upon
receipt of written request from Tenant and accompanied by such written waivers and
releases as Landlord may require, escort Tenant or its authorized personnel to the
Demised Premises to retrieve personal belongings of Tenant or its employees, and such
other property of Tenant as is not subject to the Landlords statutory lien or the lien
and security interest described in this Lease.
 (c)
    
    If Landlord elects to exercise the remedy prescribed in Section 21(b)(i) above, this election
shall in no way prejudice Landlords right at any time thereafter to cancel said election in
favor of the remedy prescribed in Section 21(b)(ii) above, provided that at any time of such
cancellation Tenant is still in default. Similarly, if Landlord elects to compute damages in
the manner prescribed by Section 21(b)(ii)(1) above, this election shall in no way prejudice
Landlords right at any time thereafter to demand a final settlement in accordance with
Section 21(b)(ii)(2) above. Pursuit of any of the above remedies shall not preclude pursuit
of any remedies prescribed in other sections of this Lease and any other remedies provided by
law. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an
event of default shall not be deemed or construed to constitute a waiver of such default.
 (d)
    
    It is expressly agreed that in determining the monthly rentals and other charges provided in
this Lease, as that term is used throughout Subsections (i), (ii) and (iii) of Section 21(b)
above, there shall be added to the Minimum Guaranteed Rentals (as specified in Section 1(k) of
this Lease) a sum equal to the charges for maintenance of the Common Area (as specified in
Section 6 of this Lease), the charges for taxes and insurance plus one twenty-fourth (1/24) of
the total of all Percentage Rentals required to be paid by Tenant because of Gross Sales
during the two full calendar years immediately preceding the date Landlord initiated action
pursuant to said Subsections (or, in two full calendar years have not then elapsed, to the
corresponding fraction of all Percentage Rentals required to be paid because of Gross Sales
during the period commencing with the Commencement Date of this Lease and concluding with the
date on which Landlord initiated such action).
 (e)
    
    It is further agreed that, in addition to payments required pursuant to Subsections (i), (ii)
and (iii) of Section 21(b), Tenant shall compensate Landlord for all expenses incurred by
Landlord in repossessing (including any increase in insurance premiums caused by the vacancy
of the Demised Premises) and all reasonable expenses incurred by Landlord in reletting,
including among other expenses, repairs, remodeling, replacements, advertisements and
brokerage fees.
 (f)
    
    If on account of any breach or default by Tenant in its obligations hereunder, Landlord shall
employ an attorney to enforce or defend any of Landlords rights or remedies hereunder, Tenant
agrees to pay all court costs and any reasonable legal fees incurred by Landlord in such
connection.
 (g)
    
    Landlord hereby acknowledges receipt from Tenant of the sum stated in Section 1(p) above and
it will be applied to the first accruing installment of rent. Landlord further acknowledges
receipt from Tenant of the sum stated in Section 1(q) above to be held by Landlord without
interest as security for the performance by Tenant of Tenants covenants and obligations under
this Lease, it being expressly understood that the Security Deposit is not an advance payment
of rental or a measure of Landlords damages in case of default by Tenant. Upon the
occurrence of any event of default by Tenant, Landlord may, from time to time, without
prejudice to any other remedy provided herein or provided by law, use such funds to the extent
necessary to make good any arrearages of rent and any other damage, injury, expense or
liability caused to Landlord by such event of default, and Tenant shall pay to Landlord on
demand the amount so applied in order to restore the Security Deposit to its original amount.
If Tenant is not then in default hereunder, any remaining balance of the Security Deposit
shall be returned by Landlord to Tenant upon termination of this Lease (pursuant to the terms
and conditions set forth in EXHIBIT F).
 (h)
    
    It is further agreed that in addition to the above referenced events and remedies of default,
that continued defaults of non-payment of rent and expenses, in the timely reporting of
adjusted Gross Sales as required by the Lease, and/or in the performance of Lease covenants
are deemed to be deliberate, and Landlord thereafter may serve a three (3) day notice of
termination without affording to Tenant the opportunity to cure the deliberate default.
Deliberate default shall be defined as: (i) any such default that is continued or repeated
for two (2) consecutive months; (ii) a total of four (4) defaults in a twelve (12) month
period; or, (iii) any aggregate of six (6) defaults during the Lease Term.
 (i)
    
    It is also understood that all exclusive rights, renewal options and free rent shall become
null and void should Tenant be in default more than two (2) times during the Lease Term.
 (j)
    
    In the event of default in the payment of any rentals or other amounts due hereunder or for
breach of any covenants of this Lease, Tenant shall pay to Landlord on demand the sum of
$50.00 as an administrative fee in enforcing the terms of this Lease.
 SECTION 22: INTENTIONALLY OMITTED.
 SECTION 23: BANKRUPTCY.
 (a)
    
    Should: (i) Tenant make voluntary assignment for the benefit of creditors; or (ii) a
receiver be appointed for Tenant or for any substantial portion of Tenants assets, and the
order, judgment or decree be not appealed from within the time allowed by law, with a stay of
the proceedings or supersedeas or, if appealed from in the manner aforesaid, said judgment
becomes final; or (iii) a court of competent jurisdiction adjudicates Tenant to be a bankrupt,
either voluntarily or involuntarily, and such adjudication be not appealed from, within the
time allowed
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by law, with a stay of the proceedings or supersedeas or if appealed from in the
manner aforesaid, said decree becomes final; or (iv) Tenant makes an application to be
adjudicated a bankrupt or files a debtors bill, by petition or answer, or seeks any
rearrangement of it debts; then, at the option of Landlord, exercised by Landlord giving to
Tenant ten (10) days written notice, this Lease shall cease and come to an end.
 (b)
    
    Notwithstanding any other provisions of this Lease, Landlord, in addition to any and all
rights and remedies allowed by law and equity, shall upon such termination be entitled to
recover an amount equal to the total monthly rental amount stated in this Lease for each month
until the Demised Premises are relet, plus damages in an amount equal to the then present
value of the total rental amount stated in this Lease for the entire remainder of the stated
Lease Term hereof less than the fair rental value of the Demised Premises for the remainder of
the Lease Term hereof, and neither Tenant, or any trustee or receiver, nor any person claiming
through or under Tenant or by virtue of any statute or order of any court shall be entitled to
possession of the Demised Premises but shall forthwith quit and surrender possession of the
Demised Premises to Landlord. Nothing herein contained shall limit or prejudice the right of
Landlord to prove and obtain as liquidated damages by reason of any such termination an amount
equal to the maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, such damages are to be proved, whether or not such amount
be greater, equal to or less than the amount of the damages recoverable under the foregoing
provisions of this Section.
 SECTION 24: HOLDING OVER.
 In the event Tenant remains in possession of the Demised Premises after the expiration of
this Lease and without the execution of a new lease, and only with Landlords written
permission, it shall be deemed to be occupying the Demised Premises as a Tenant from month to
month at a rental equal to the rental herein provided plus fifty percent (50%) of such amount
and otherwise subject to all the conditions, provisions and obligations of this Lease insofar
as the same are applicable to a month to month tenancy. This month to month tenancy may be
terminated
by: (a) non-receipt of rent on the first day of the month; or (b) thirty (30) days written
notice by Landlord to Tenant.
 SECTION 25: SUBORDINATION; ATTORNMENT; ESTOPPELS.
 (a)
    
    Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other
lien presently existing or hereafter placed upon the Shopping Center or any portion of the
Shopping Center which includes the Demised Premises and to any renewals and extensions
thereof. Tenant agrees that any mortgagee shall have the right at any time to subordinate its
mortgage, deed of trust or other lien to this Lease; provided, however, notwithstanding that
this Lease may be (or made to be) superior to a mortgage, deed of trust or other lien, the
mortgagee shall not be liable for prepaid rentals, security deposits and claims accruing
during Landlords ownership; further provided, that the provisions of a mortgage, deed or
trust or other lien relative to the rights of the mortgagee with respect to proceeds arising
from an eminent domain taking (including a voluntary conveyance by Landlord) and provisions
relative to proceeds arising from insurance payable by reason of damage to or destruction of
the Demised Premises shall be prior and superior to any contrary provisions contained in this
Lease with respect to the payment or usage thereof. Landlord is hereby irrevocably vested
with full power and authority to subordinate this Lease to any mortgage, deed of trust or
other lien hereafter placed upon the Demised Premises or the Shopping Center as a whole, and
Tenant agrees upon demand to execute such further instruments subordinating this Lease as
Landlord may request; provided, however, Landlord shall use commercially reasonable efforts to
obtain from any such mortgagee a written agreement in mortgagees standard form that after a
foreclosure (or a deed in lieu of foreclosure) the rights of Tenant shall remain in full force
and effect during the Lease Term so long as Tenant shall continue to observe and comply with
its covenants and obligations under this Lease.
 (b)
    
    At any time when the holder of an outstanding mortgage, deed of trust or other lien covering
Landlords interest in the Demised Premises has given Tenant written notice of its interest in
this Lease, Tenant may not exercise any remedies for default by Landlord hereunder unless and
until the holder of the indebtedness secured by such mortgage, deed of trust or other lien
shall have received written notice of such default from Tenant and a reasonable time (not less
than 30 days) shall thereafter have elapsed without the default having been cured.
 (c)
    
    Tenant agrees that it will from time to time upon request by Landlord execute and deliver to
Landlord a written estoppel certificate or statement addressed to Landlord (or to a party
designated by Landlord), which statement shall identify Tenant and this Lease; shall certify
that this Lease is unmodified and in full force and effect (or if there has been modification
that the same is in full force and effect as so modified); shall confirm that Landlord is not
in default as to any obligations of Landlord under this Lease (or if Landlord is in default,
specifying any default); and shall contain such other information or confirmations as Landlord
may reasonably request. Landlord is hereby irrevocably appointed and authorized as the agent
and attorney-in-fact of Tenant to execute and deliver any such written estoppel certificates
or statements on Tenants behalf if Tenant fails to do so within seven (7) days after the
delivery of a written request from Landlord to Tenant.
 SECTION 26: LIABILITY OF LANDLORD; SALE BY LANDLORD.
 Tenant shall look solely to Landlords interest in the Shopping Center for recovery of any
claim, cost, liability or judgment against Landlord or any partner, officer, director,
shareholder, attorney or representative of Landlord. A sale, conveyance or assignment of
Landlords interest in the Shopping Center shall operate to release Landlord from liability
from and after the effective date thereof for all of the covenants, terms and conditions of
this Lease, express or implied, except as such may relate to the period prior to such
effective date, and Tenant shall thereafter look solely to Landlords successor in interest
in and to this Lease. This Lease shall not be affected by any such sale, conveyance or
assignment, and Tenant shall attorn to Landlords successor in interest thereunder.
 SECTION 27: WARRANTIES AND REPRESENTATIONS.
 Landlord makes no representation or warranties, implied or expressed, regarding the
condition, suitability or fitness of the Demised Premises. Tenant hereby waives any
warranties, implied or expressed, which arise by the laws of the State of Texas and further
states that after full inspection therefor, Tenant accepts said Demised Premises as is,
where is and with all faults.
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SECTION 28: TIMING.
 Any periods set forth herein for performance which have as the last day to perform, a holiday
or a Saturday or Sunday, shall be read to include as the last day for said performance the
next business day when the Landlord is open for business.
 SECTION 29: ENTIRE AGREEMENT.
 This Agreement contains the entire understanding and agreement between the parties hereto,
and no prior or contemporaneous agreement, whether oral, implied or in writing, shall vary
the terms and provisions hereof.
 SECTION 30: NOTICES.
 (a)
    
    Wherever any notice is required or permitted hereunder, such notice shall be in writing. Any
notice or document required or permitted to be delivered hereunder shall be deemed to be
delivered upon personal delivery or via overnight delivery service, or if mailed, whether
actually received or not, when deposited in the United States Mail, postage prepaid, Certified
or Registered Mail, Return Receipt Requested, addressed to the parties hereto at their
respective addresses set out in Sections 1(b) and 1(d) above or such other addresses as they
may specify by written notice.
 (b)
    
    If and when included within the term Landlord as used in this Lease there are more than one
person, firm or entity, all shall jointly arrange among themselves for their joint execution
of such notice specifying some individual at a specific address for the receipt of notices and
payments to the Landlord; if and when included within the term Tenant as used in this Lease
there are more than one person, firm or entity, all shall jointly arrange among themselves for
their joint execution of such a notice specifying an individual at a specific address for the
receipt of notices and payments to Tenant. All parties included within the terms Landlord
and Tenant, respectively, shall
be bound by notices and payments given in accordance with the provisions of this Section to
the same effect as if each had received such notice or payment.
 SECTION 31: MISCELLANEOUS.
 (a)
    
    Whenever herein the singular number is used, the same shall include the plural, and words of
any gender shall include each other gender.
 (b)
    
    The captions used herein are for convenience only and do not limit or amplify the provisions
hereof.
 (c)
    
    One or more waivers of any covenant, term or condition of this Lease by either party shall
not be construed as a waiver of a subsequent breach of the same covenant, term or condition.
The consent or approval by either party to or of any act by the other party requiring such
consent or approval shall not be deemed to waive or render unnecessary consent to or approval
of any subsequent similar act.
 (d)
    
    Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant
(except for the payment of rent and other charges provided herein), the parties shall not be
liable or responsible for, and there shall be excluded from the computation of any such period
of time any delays due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions or any other causes of any kind whatsoever
which are beyond the reasonable control of Tenant and/or Landlord.
 (e)
    
    Landlord agrees that if Tenant shall perform all of the covenants and agreements herein
required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all
times during the continuance of this Lease have the peaceable and quiet enjoyment and
possession of the Demised Premises.
 (f)
    
    During the Lease Term, neither Tenant nor any person, firm or corporation, directly or
indirectly controlling, controlled by or under common control with Tenant shall directly
operate, manage, conduct or have any interest in any commercial establishment operating under
the name set forth in Section 1(e) or having the use set forth in Section 1(r) within three
(3) miles of the Shopping Center, except that any such commercial establishment existing at
the date of this Lease may continue to be operated, managed, conducted and owned in the same
manner as on the date of this Lease, provided there is no change in the size or trade name of
such commercial establishment.
 (g)
    
    Tenant will permit Landlord to place and maintain For Rent or For Lease signs on the
Demised Premises during the last ninety (90) days of the Lease Term, it being understood that
such signs shall in no way affect Tenants obligations pursuant to any other provision of this
Lease.
 (h)
    
    The laws of the State of Texas shall govern the interpretation, validity, performance and
enforcement of this Lease. This Lease is performable in Dallas County, Texas, which shall be
the county in which exclusive venue exists. If provisions of this Lease should be held to be
invalid or unenforceable, the validity and enforceability of the remaining provisions of this
Lease shall not be affected thereby.
 (i)
    
    The terms, provisions and covenants contained in this Lease shall apply to, inure to the
benefit of and be binding upon the parties hereto and their respective heirs, successors in
interest and legal representatives except as otherwise herein expressly provided.
 (j)
    
    If this Lease is in fact a sublease, Tenant accepts this Lease subject to all of the terms
and conditions of the underlying lease under which Landlord holds the Shopping Center as
lessee. Tenant covenants that it will do no act or thing which would constitute a violation
by Landlord of its obligations under such underlying lease.
 (k)
    
    Tenant will not load or unload a truck or permit any trucks serving the Demised Premises,
whether owned by Tenant or not, to be loaded or unloaded in the Shopping Center except in the
area specifically designated for such use by Landlord.
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(l)
    
    Tenant will comply with the policies and regulations of the Shopping Center adopted by
Landlord as set forth on EXHIBIT E. Landlord shall have the right at all times to
change the policies and regulations of the Shopping Center or to amend them in any reasonable
manner as may be deemed advisable for the safety, care and cleanliness, and for the
preservation of good order of the Shopping Center. All changes and amendments in the policies
and regulations of the Shopping Center will be sent by Landlord to Tenant in writing and shall
thereafter be carried out and observed by Tenant.
 (m)
    
    Any provision of this Lease demanding, requiring or notifying by either Landlord or
Tenant shall be given in written form.
 (n)
    
    Landlord agrees to pay Principal Agent a commission for negotiating this Lease in accordance
with a separate agreement between Landlord and Principal Agent. It is agreed that Principal
Agents right to such a commission shall irrevocably vest upon the execution of this Lease and
the removal or satisfaction of all contingencies to Tenants liability hereunder.
 (o)
    
    Landlord shall pay a commission of $NA psf to the Cooperating Agent. Cooperating Agent will
be paid a one-time fee. One-half of the commission will be paid upon final execution of this
Lease and the removal or satisfaction of all contingencies to Tenants liability hereunder and
one-half upon Tenants first month of occupancy with paid rent.
 SECTION 32: INDEPENDENT CONTRACTOR.
 No term or provision contained herein shall be deemed or construed by the parties hereto, nor
by any third party, as creating the relationship of principal and agent or of partnership or
joint venture between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein, nor any acts of the
parties hereto, shall be deemed to create any relationship between the parties hereto other
than the relationship of Landlord and Tenant. Landlord and Tenant hereby expressly disclaim
any intention to create a joint venture or partnership. The provisions of this Lease in
regard to the payment by Tenant and the acceptance by Landlord of Percentage Rental are a
reservation for rent for use of the Demised Premises.
 SECTION 33: DTPA WAIVER.
 Tenant acknowledges and agrees, on its own behalf and on behalf of any permitted assigns and
successors of Tenant hereafter, that the Texas Deceptive Trade Practices-Consumer Protection
Act, Subchapter E of Chapter 17 of the Texas Business and Commerce Code (the DTPA), is not
applicable to this transaction. Accordingly, Tenants rights and remedies with respect to
any transaction contemplated under this Lease, and with respect to all acts or practices of
Landlord, past, present or future, in connection with such transactions, shall be governed by
legal principles other than the DTPA.
 Waiver of Consumer Rights
 Tenant waives its rights under the Texas Deceptive Trade Practices
Consumer Protection Act, Section 17.41 et seq., Texas Business &
Commerce Code, a law that gives consumers special rights and
protections. After consultation with an attorney of its own selection,
Tenant voluntarily consents to this waiver.
 SECTION 34: ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENANT.
 (a)
    
    In the event Tenant is a corporation (including any form of professional association), then
each individual executing or attesting this Lease on behalf of such corporation hereby
covenants, warrants and represents: (i) that he is duly authorized to execute or attest and
deliver this Lease on behalf of such corporation in accordance with such corporations
articles of incorporation and bylaws; (ii) that this Lease is binding upon such corporation;
(iii) that Tenant is a duly organized and legally existing corporation in good standing in the
State of Texas; and (iv) the execution and delivery of this Lease by Tenant will not result in
any breach of, or constitute a default under any mortgage, deed of trust, lease, loan, credit
agreement, partnership agreement or other contract or instrument to which Tenant is a party or
by which Tenant may be bound. In the event Tenant is a partnership (general or limited), then
each individual executing this Lease on behalf of the partnership hereby covenants, warrants
and represents: (i) that he is duly authorized to execute and deliver this Lease on behalf of
the partnership in accordance with the partnership agreement, or an amendment thereto, now in
effect; (ii) that this Lease is binding upon such partnership; (iii) that the Tenant is a duly
organized and legally existing partnership and has filed any and all certificates required by
law; and (iv) the execution and delivery of this Lease will not result in any breach of, or
constitute a default under, any mortgage, deed of trust, lease, loan, credit agreement,
partnership agreement, or other contract or instrument to which Tenant is a party or by which
Tenant may be bound.
 (b)
    
    Tenant is now solvent, and no bankruptcy or insolvency proceedings are pending or
contemplated by or against Tenant, and all reports, statements, cost estimates and other data
furnished by or on behalf of Tenant are true and correct.
 (c)
    
    Upon request from time to time and at any time, Tenant will promptly correct any defect,
error or omission, which may be discovered in this Lease and will execute and deliver any and
all additional instruments as may be reasonably requested by Landlord to correct such defect,
error or omission.
 SECTION 35: HAZARDOUS MATERIALS.
  (a)
    
    Governmental Authority shall mean the United States, the state, the county, the city, or
any other political subdivision in which the Shopping Center is located, and any other
political subdivision, agency, or instrumentality exercising jurisdiction over Tenant or the
Shopping Center.
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(b)
    
    Governmental Requirements shall mean all laws, ordinances, rules, and regulations of any
Governmental Authority applicable to Tenant, the Shopping Center or any part thereof.
 (c)
    
    Hazardous Materials shall mean (a) hazardous waste as defined by the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as amended from time
to time, and regulations promulgated thereunder; (b) any hazardous substance as defined by
the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
Section 9601 et seq.), as amended from time to time, and regulations promulgated thereunder;
(c) asbestos; (d) polychlorinated biphenyls; (e) underground storage tanks, whether empty,
filled or partially filled with any substance, (f) any substance, the presence of which on the
property on which the Shopping Center is situated is prohibited by any Governmental
Requirements; and (g) any other substance which by any Governmental Requirements requires
special handling or notification of any federal, state or local governmental entity in its
collection, storage, treatment or disposal.
 (d)
    
    Hazardous Materials Contamination shall mean the contamination (whether presently existing
or hereafter occurring) of the Demised Premises, facilities, soil, groundwater, air or other
elements on or of the Shopping Center by Hazardous Materials, or the contamination of the
buildings, facilities, soil, groundwater, air or other elements on or of any other property as
a result of Hazardous Materials at any time (whether before or after the date of this Lease)
emanating from the Demised Premises or any part thereof.(e)
    
    TENANTS COVENANTS.Tenant hereby represents, covenants and warrants that:
 (i)
    
    Tenant shall not cause any violation of any Governmental Requirements relating to
Hazardous Materials, including, without limitation, any environmental laws, nor permit
any employee, subtenant, guest, invitee of Tenant or any other party to hereafter cause
any such violation, nor permit any environmental liens to be placed on the Demised
Premises or any portion thereof; and
 (ii)
    
    The covenants of Tenant set out in this Section have been made with the express
agreement and acknowledgment of Tenant that Tenant has been given the opportunity to
inspect the Demised Premises in connection with its leasing thereof, as evidenced by
this Lease.
 (f)
    
    ADDITIONAL COVENANTS.Tenant agrees to (1) give notice to Landlord immediately upon (i) Tenants receipt of any
notice from any Governmental Authority of a violation of any Governmental Requirements
relating to Hazardous Materials and/or acquiring knowledge of the receipt of any such notice
by any other tenant of any portion of the Shopping Center and (ii) acquiring knowledge of the
presence of any Hazardous Materials on the Demised Premises or any other portion of the
Shopping Center or of any Hazardous Materials Contamination with a full description thereof,
and (2) promptly comply with any Governmental Requirements requiring the removal, treatment
or disposal of such Hazardous Materials Contamination where introduced into the property on
which the Shopping Center is situated by, or caused by the action of, Tenant, or its agents,
representatives, employees, tenants, licensees or invitees, or occurred at any time during
the period of Tenants use, occupancy or leasing of the Demised Premises, and in such event
and under such circumstances, Tenant agrees to provide Landlord with satisfactory evidence of
such compliance; and (3) provide Landlord, within thirty (30) days after demand by Landlord,
with a bond, letter of credit or similar financial assurance evidencing to Landlords
satisfaction that the necessary funds are available to pay the cost of removing, treating and
disposing of such Hazardous Materials or Hazardous Materials Contamination and discharging
any assessment which may be established on the Demised Premises or the Shopping Center or any
part thereof as a result thereof, for which Tenant shall be required to perform under the
terms of clause (2) next above.(g)
    
    SITE ASSESSMENTS.Landlord, by its employees and agents at any time and from time to time, either prior to or
after the occurrence of an event of default relating to Hazardous Materials, may contract for
the services of persons (the Site Reviewers) to perform environmental site assessments
(Site Assessments) on the Demised Premises for the purpose of determining whether there
exists on the Demised Premises any environmental condition which could reasonably be expected
to result in any liability, cost or expense to the owner, occupier or operator of such
property arising under any state, federal or local law, rule or regulation relating to
Hazardous Materials. The Site Assessments may be performed, upon at least five (5) business
days notice to Tenant, and under reasonable conditions established by Tenant, which does not
impede the performance of the Site Assessments. The Site Reviewers are hereby authorized to
enter upon the Demised Premises for such purposes. The Site Reviewers are further to perform
both above and below the ground testing for environmental damage or the presence of Hazardous
Materials on the Demised Premises and such other tests on the Demised Premises as may be
necessary to conduct the Site Assessments in the reasonable opinion of the Site Reviewers.
Tenant will supply to the Site Reviewers such historical and operational information
regarding the Demised Premises and the business conducted therein as may be reasonably
requested by the Site Reviewers to facilitate the Site Assessments and will make available to
the Site Reviewers appropriate personnel having knowledge of such matters. The cost of
performing such Site Assessments shall be paid by Tenant if (1) a Site Assessment is made as
a result of or on the basis of Landlord acting upon written notice received from any
Governmental Authority asserting the existence of Hazardous Materials or Hazardous Materials
Contamination on the Demised Premises, if such Hazardous Materials or Hazardous Materials
Contamination (i) are actually found on the Demised Premises, (ii) such Hazardous Materials
or Hazardous Materials Contamination which were introduced into the Demised Premises by, or
caused by the actions of, Tenant, or its agents, representatives, employees, tenants,
licensees or invitees, or occurred at any time during the period of Tenants use, occupancy
or leasing of the Demised Premises; or (2) a routine random Site Assessment of the Demised
Premises is performed by Landlord which results in the discovery of the existence of
Hazardous Materials or Hazardous Materials Contamination which were introduced into the
Demised Premises by, or caused by the actions of, Tenant, or its agents, representatives,
employees, tenants, licensees or invitees, or occurred at any time during the period of
Tenants use, occupancy or leasing of the Property. Tenant shall reimburse Landlord on
demand for all reasonable costs payable by Tenant pursuant to this subsection plus interest
thereon at the maximum lawful rate (not to exceed
11/2% per month) until paid.
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(h)
    
    LANDLORDS RIGHT TO REMOVE HAZARDOUS MATERIALS.Landlord shall have the right, upon twenty-four (24) hour advance notification to Tenant, but
not the obligation, prior or subsequent to an event of default, without in any way limiting
Landlords other rights and remedies under this Lease, to enter onto the Demised Premises or
to take such other actions as it deems necessary or advisable to clean up, remove, resolve or
minimize the impact of, or otherwise deal with, any Hazardous Materials or Hazardous
Materials Contamination on the Demised Premises following receipt of any notice from any
person or entity, including Governmental Authority, asserting the existence of any Hazardous
Materials or Hazardous Materials Contamination pertaining to the Demised Premises or any
part thereof, which, in Landlords sole opinion, could jeopardize the value or marketability
of this Lease, the Demised Premises or the Shopping Center. Provided that such Hazardous
Materials or Hazardous Materials Contamination were introduced into the Demised Premises or
the Shopping Center by, at the direction of, or caused by the actions of Tenant, its agents,
representatives, employees, licensees or invitees, then all costs and expenses paid or
incurred by Landlord in the exercise of its rights under this Section shall be payable to
Landlord by Tenant promptly upon demand therefor and shall bear interest at the maximum
lawful rate (not to exceed 1 1/2% per month) until paid.(i)
    
    INDEMNITY.TENANT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LANDLORD, ITS EMPLOYEES, AGENTS,
SHAREHOLDERS, OFFICERS AND DIRECTORS FROM AND AGAINST ANY CLAIMS, DEMANDS, OBLIGATIONS,
PENALTIES, FINES, SUITS, LIABILITIES, SETTLEMENTS, DAMAGES, LOSSES, COSTS OR EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND CONSULTANT FEES AND EXPENSES,
INVESTIGATION, LABORATORY FEES AND EXPENSES, CLEAN-UP COSTS, COURT COSTS AND OTHER LITIGATION
EXPENSES) OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY RELATED
TO TENANTS HANDLING, STORING, PROCESSING, DISPOSING OR DISCHARGING OF HAZARDOUS MATERIALS OR
THE PRESENCE, REMOVAL OR PRODUCTION OF ANY HAZARDOUS MATERIALS ON, IN, FROM OR AFFECTING ANY
PORTION OF THE DEMISED PREMISES OR ANY PORTION OF THE BUILDING, LANDLORDS PROPERTY (REAL OR
PERSONAL), OR THE PROPERTY (REAL OR PERSONAL) OF OTHERS, TO THE EXTENT RESULTING FROM THE
ACTIVITIES OF TENANT OR ANY PERSONS CLAIMING BY, THROUGH OR UNDER TENANT. THIS INDEMNITY
SHALL SURVIVE THE TERMINATION OF THIS LEASE. THIS INDEMNITY SHALL BE IN ADDITION TO ALL OTHER
RIGHTS GRANTED LANDLORD UNER THE LEASE.
     LANDLORD:PAVILLION NORTH LTD.,
a Texas limited partnershipBy:
    
    PAVILLION NORTH MANAGEMENT, LLC,
a Texas limited liability company
Its General PartnerBy:Lou B. Cagle, PresidentTENANT:DOVER SADDLERY RETAIL, INC.By:Name:Title:
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EXHIBIT A
 SITE PLAN
 
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EXHIBIT B
 LEGAL DESCRIPTION
  20




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EXHIBIT C
 IMPROVEMENTS
  DESCRIPTION OF TENANTS WORK
 I.
    
    SignsTenant shall pay for all signs and the installation thereof including electrical hook-up by a
licensed electrician subject to the provisions of EXHIBIT D of this Lease.II.
    
    UtilitiesTenant shall provide all meters or other measuring devices including water submeters in
connection with utility service. Tenant shall also provide all connections to the utility
service provided by Landlord. Tenant shall pay all service deposits.III.
    
    Interior WorkThe work to be done by Tenant shall include, but not be limited to the purchase and installation of the following:
 A.
    
    Adequate electrical service, panel, wiring and fixtures.B.
    
    Demise partition(s) as required by existing conditions to separate the Demised
Premises from other lease space(s). Partition shall be at lease one-hour fire rated
gyprock wall with 5/8 gypsum board and R-11 batt insulation (sealed at the roof deck)
on both sides of studs. The exterior side is not to be taped and bedded. A break metal
wall cap to match storefront metal shall be installed at the storefront. ALL DEMISING
WALLS MUST MEET THE STOREFRONT AT A COLUMN OR MULLION.C.
    
    Interior partitions, including finishing, electrical wiring and connections
within the Demised Premises. Any interior walls meeting the storefront must meet at a
column or mullion.D.
    
    2 x 4 lay-in lights in adequate number to provide a minimum of 70-foot candle
lighting throughout the Demised Premises plus light covers and special hung or furred
ceilings.E.
    
    Interior painting.F.
    
    Store fixtures and furnishings.G.
    
    Display window enclosures.H.
    
    Plumbing fixtures within the Demised Premises.I.
    
    2 x 4 drop ceiling and 6 (R-19) batt insulation, installed no lower than the
top of the storefront glass.J.
    
    Heating/air conditioning and ventilation equipment (adequate to provide at least
a 25-degree differential) including electrical hook-up, ductwork and roof penetrations.
ONLY CARRIER, TRANE OR LENNOX MODELS ARE ACCEPTABLE.K.
    
    Floor covering and 4 vinyl cove base if VCT or 4 carpet base if carpet.L.
    
    All telephone equipment for the Demised Premises.M.
    
    Grease retention system for restaurants.N.
    
    In the event a fire suppression system exists within the Demised Premises, Tenant
shall be responsible for all modifications to said system that may be necessitated as
the result of Tenants work. Tenant shall provide to Landlord copies of as-built
drawings indicating any modifications to said system. Such drawing must be sealed and
signed by a licensed fire systems contractor. A licensed contractor must perform all
work involving the fire suppression system.
 IV.
    
    All work undertaken by Tenant shall be at Tenants expense and shall not damage the building
or any part thereof. Any roof penetration shall be performed by Landlords roofer or, with
Landlords prior written approval, by a bonded roofer. The work shall be begun only after
Landlord has given consent, which consent shall be conditioned upon Tenants plans, to include
materials acceptable to Landlord, in order to prevent injury to the roof and spread the weight
of the equipment being installed. Tenant shall also be responsible for obtaining and paying
for professional inspections of any structural work (including, without limitation, any roof
work or concrete work).V.
    
    Landlord warrants that any existing heating, ventilation and air conditioning systems shall
be in working order upon Tenant occupancy, and will warrant the HVAC systems for two (2) years
from the Commencement Date.VI.
    
    Tenant will provide an on-site dumpster to be used for disposal of finish-out debris and will
cause such dumpster to be emptied as needed; subject, however, to Landlords right to
designate a reasonably convenient location therefor.VII.
    
    Landlord will pay Tenant up to $26,890 (the Work Allowance) as a reimbursement for Tenants
bona fide (and
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VIII.
    
    Intentionally omitted.IX.
    
    Tenant shall have detailed plans and specifications prepared for the proposed finish out of
the Demised Premises, at its own cost, and a copy of such plans and specifications shall be
furnished to Landlord within fourteen (14) days of execution of this Lease. Without limiting
the generality of the immediately preceding sentence, Tenants submissions must include a
floor plan, electrical, plumbing and HVAC designs, a reflected ceiling plan, elevations of
walls and a fixture plan. All drawings shall be at a scale of either 1/8 or 1/4. Tenant
shall reimburse Landlord for any loss or extra cost which may result to Landlord by reason of
failure on the part of Tenant to submit any such plans, diagrams, schedules, specifications
and/or other data within said period of time.X.
    
    The plans and specifications aforesaid shall be subject to the approval of the Landlord, and
shall be deemed to be granted unless Landlord raises any objections in writing within seven
(7) days of Landlords receipt of said documents. Should Landlord and Tenant be unable to
agree upon said plans and specifications within fourteen (14) days of their submission to
Landlord, this Lease may be terminated by written notice from either party to the other.XI.
    
    The finish out allowance is for improvements to the Demised Premises
and their upgrading and shall not include personal property,
inventory, signage or fixtures or fittings (other than plumbing
fittings or electrical fittings, and HVAC equipment).XII.
    
    Only new materials may be utilized for the finish out referred to in
this EXHIBIT C, and the use of used or second hand materials or
materials not in compliance with IAQ laws is specifically prohibited
save with such written consent by Landlord.XIII.
    
    The general contractor chosen for the aforesaid work shall be
responsible to secure all licenses and permits necessary for said
work to be lawfully carried out, including any demolition permits,
and will be responsible to comply with all applicable environmental
laws.XIV.
    
    Intentionally omitted.XV.
    
    Tenant shall provide for electricity to be turned on in the Demised
Premises and be billed directly to Tenant. Tenant shall be
responsible for all cleaning costs incurred during the build out of
the Demised Premises.
 DESCRIPTION OF LANDLORDS WORK
 I.
    
    Structure
 A.
    
    Landlord shall select all exterior wall surfaces. Exterior trim and other work
normally requiring painting shall be painted.B.
    
    Landlord shall specify any roofing.
 II.
    
    Storefront
 A.
    
    A standard storefront shall be provided in keeping with the overall architectural
plan for the Center.B.
    
    If a door already exists on the Premises and if Landlord owns such door, then
Tenant may use the door for its storefront. However, Landlord makes no representations
or warranty in this regard and Tenant agrees that it is ultimately responsible for
providing its own door.
 III.
    
    Parking Areas and Walks
 A.
    
    Parking areas shall be hard surfaced.B.
    
    Walks shall be surfaced with concrete, stone, brick or other hard material as
specified by Landlord.C.
    
    Parking areas and walks shall be provided with reasonably adequate artificial
lighting.
 IV.
    
    Floor SlabThe interior of the Demised Premises will have a smooth concrete floor
except for the approximately five (5) foot leave-out, which will not
be the responsibility of the Landlord.
 V.
    
    Utilities
 A.
    
    Cold water service shall be brought to the perimeter of the Demised Premises;
otherwise Tenant shall
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provide all plumbing fixtures and connections thereof within the
Demised Premises.B.
    
    Waste line shall be brought to the five foot leave-out in the Demised Premises.C.
    
    Gas service, if utilized at the Shopping Center, shall be brought to a location
at the perimeter of the building in which the Demised Premises are situated, at which
location the gas company will set its meter; provided, however, that Landlord shall have
the option of substituting all-electric utility service for gas service.D.
    
    Electrical service (120-240 volt or 110/120 volt and three-phase or one-phase
service, all at Landlords discretion) will be brought to a location on the rear wall of
the building in which the Demised Premises are situated, at which location the
electricity provider will set Tenants meter.E.
    
    Telephone service will be brought to a location on the perimeter wall of the
building in which the Demised Premises are situated.
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EXHIBIT D
 TENANT SIGN CRITERIA
 I.
    
    GENERAL
 A.
    
    Tenant shall be required to identify Tenants Demised Premises by erecting one
(1) sign which shall be attached directly to the building fascia as described
hereinafter. Tenant shall furnish and install all signs at its cost. Tenant shall not
be allowed to open for business without approved required signs in place. Failure to
open for this reason shall not excuse the Tenant from the performance of its obligations
under the Lease. All Tenant signs must be designed, fabricated and installed to comply
with criteria and specifications described hereinafter.B.
    
    If Tenant installs any sign without Landlords prior written approval, Tenant
shall remove such sign within five (5) days from the receipt of written notice from the
Landlord demanding removal of such sign. In the event Tenant fails to remove any such
sign within a five (5) day period, Landlord may remove such sign without further notice
to Tenant and Tenant shall reimburse Landlord the amount of expenses incurred by
Landlord in removing such sign.C.
    
    Each Tenant is responsible for his sign conforming to the ordinances and codes
having jurisdiction at the site. Each Tenant shall be responsible for obtaining all
required permits prior to the commencement of installation. Written approval and
conformation with these specifications does not imply conformance with local City and
County sign ordinances. Tenant will have its sign company check with local authorities
to avoid non-compliance with local codes. If this criteria and the City code vary, the
more restrictive requirement will apply. All permits and approvals from the City of
Dallas or Richardson are required prior to sign fabrication. Signs are to be U.L.
LABELED AND U.L. APPROVED.D.
    
    The advertising or informative content of all exterior signs shall be limited to
letters designating the store name. No generic names will be permitted. All signs can
display only English language. No Tenant of less than sixty thousand (60,000) square
feet of Floor Area shall have an exterior sign which identifies leased departments
and/or concessionaires operating under such Tenants business or trade name, nor shall
such sign identify specific brands or products for sale or services offered within a
business establishment, unless such identification is used as part of the Tenants trade
name. Landlord will permit the use of a crest, shield, logo or other established
incorporate insignia which has been customarily displayed or associated with the store
name only with prior written consent of the Landlord; in no case shall a logo if
permitted exceed 28 in height.E.
    
    No exposed ballast boxes, sign cabinets, or electrical transformers shall be
permitted. Sign company names or stamps shall be concealed. External sign illumination
shall not be permitted.F.
    
    Tenant shall submit, for Landlords approval, elevations and sections shown on
the actual building identifying the Tenants location of Demised Premises and the
relationship of sign to such premises and building facade in height and length. At a
minimum, all material and dimensions required by this Tenant Sign Criteria shall be
indicated.G.
    
    Any deviations from this sign criteria are subject to written approval by the
Landlord. Landlord has the right to waive any provisions listed herein.H.
    
    Landlord, at Tenants sole cost and expense, reserves the right to change the
sign criteria in the interest of maintaining or updating the architectural integrity of
the property.
 II.
    
    DESIGN
 A.
    
    General Requirements and type of sign:
 1.
    
    Exterior signs shall be limited to plex type faced individual
channel letters internally illuminated shop mounted to 1/8 thick aluminum
background on 2x12 wireway. Sign assembly shall be bolted to masonry with
noncorrosive galvanized bolts. Refer to installation Section IV.B.2.
    
    The vertical height of all signs shall be a maximum of forty-two
(42) inches on one horizontal line for layer fascia height. If upon Landlords
determination more than one horizontal line of lettering is necessary to provide
adequate signage, Landlord will allow Tenant to use two horizontal lines of
lettering not to exceed 42 in total height including spaces between rows.
Minimum letter size 12. Nationally recognized trademark company tenants in
excess of 15,000 square feet are not required to use the 3 halo and the 2 by
12 wireway and may have lettering up to 72 in height with the total height of
the sign not to exceed 25% of the front elevation of the Demised Premises.
Letters for these tenants are to be individually mounted with remote
transformers.3.
    
    The maximum overall length of a sign shall not exceed 75% of the
storefront width or fifty (50) feet, whichever is less. In no case shall any
sign or portion of any sign extend beyond the Tenants lease line. The overall
length shall include the letter background plate.4.
    
    Landlord must approve type style.5.
    
    All lines of lettering shall run horizontally.6.
    
    Box type signs will not be permitted.
 24




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B.
    
    Construction:
 1.
    
    All signs shall be in the form of individual channel letters with
plastic letter faces to be Acrylite SG Plexiglas, 1/8 thick, in the following
acceptable colors:
 a.
    
    White #7328 SGb.
    
    Red #2793 SGc.
    
    Green #2447 White SG with Holly Green #230-76 Green Vinyl for overlayd.
    
    Yellow #2037 SGe.
    
    No adjacent signs shall be the same color.
 2.
    
    Background plate shall be 1/8 thick aluminum attached to a 2x12
aluminum wireway and channel letters. Color of background plate is to be gloss
black. 24 tall letters or smaller use .063 aluminum backs and .040 aluminum
sides. 24 tall letters or larger use .090 aluminum backs and .063 aluminum
sides. Background plate is to be 3 around letters continuously with minimum 2
from the wireway with no sharp angles.3.
    
    Returns and wireways are to be painted to match the background
plate (gloss black). No armorplate or wood in the manufactured returns may be
used.4.
    
    Trim Cap 1 in color to match the channel letter faces.
 III.
    
    ILLUMINATION AND WIRING
 A.
    
    All illumination shall be with 15mm neon tubing and shall be uniform. Neon
colors as follow:
 1.
    
    White Plex: 6,500 degrees White2.
    
    Red Plex: Clear Red Neon3.
    
    Green Plex: Power Green4.
    
    Yellow Plex: Clear Gold II
 B.
    
    Secondary Wiring  All transformers are to be concealed within soffits and all
secondary wiring shall be concealed in wiring channel. Provide U.L. APPROVED
transformer box.C.
    
    Electrical power shall be brought to required location at lessees expense.
Routing and location of conduit and other required items shall not be visible on front
of fascia. Only two wall penetrations per transformer will be permitted for electrical
wiring. Penetrations for wiring shall be in a mortar joint located behind letters in
the sign. Repair of brick damage shall be the responsibility of the sign company.
Signs should be prewired in the shop. Provide wiring between letters in 2 wiring
channel-mounting plate.D.
    
    Final electrical connection of sign to transformer box will be performed by a
licensed electrician approved by the City of Richardson /Dallas (depending on site) and
Landlord.E.
    
    An access panel in the canopy soffit may have been provided for sign wiring.F.
    
    Tenants are required to have a time clock for the sign that will automatically
turn on/off the sign at prescribed intervals as set by the Landlord. Although signs may
remain on as long as Tenant desires, no signs shall be turned off before 11:00 p.m.
 IV.
    
    MOUNTING
 A.
    
    Placement:Letters are to be located on signage area of building as determined by Landlord. The
assigned position for each Tenant shall be centered on centerline of storefront with
allowance for suitable space between adjacent Tenant signs or as determined by
Landlord.No signs shall be placed on canopy roofs extending above the building roof, placed on
penthouse walls, or placed so as to project above the parapet, canopy or top of the
wall upon which it is mounted.B.
    
    Installation:
 1.
    
    Mount sign assembly to brick veneer using 3/8 galvanized bolts.
Indicate number and location on shop drawings. Locate mounting holes in mortar
joints only. Provide 12 tall by 2 deep raceway box between brick and back of
plate. Letters and background plate are to be preassembled. Attachment of
signage must be to UL standards. No exposed wiring is permitted. ALL SIGNS
ARE TO BE U.L. LABELED AND U.L. APPROVED.2.
    
    Tenant will be responsible for all damage to the building incurred
during sign installation or removal. Any damage done to any part of the building
during the mounting or removal of signs shall be promptly repaired to a like new
condition by the Tenant at the Tenants expense. No penetrations will be made
through the roof flashings. Any penetrations in the roof must be made by
Landlords designated roofer.3.
    
    All signs and connections shall be soundly constructed, securely
attached and be weather tight. All signs should be mounted with good quality
workmanship. The Landlord reserves the right to be the judge of such
workmanship. Sign mounting must comply with the appropriate City requirements.
 25




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V.
    
    SUBMITTAL FOR APPROVAL
 A.
    
    Tenant shall submit three (3) drawings to the Landlord for written approval prior
to the fabrication of any
sign at:
 J.R. Black Properties
Attn: Ms. Lauri Miller
7517 Campbell Road, Suite 601
Dallas, TX 75248
Fax: 972.733.4199 or email: lmiller@jrblackproperties.com
 B.
    
    Elevation of building fascia and sign shall be drawn using a minimum 1/4 = 1-0
scale. Provide section drawn at min. 3/4 = 1-0.C.
    
    Drawing shall indicate the following specifications: Type, color, and thickness
of all sign components, type of illumination and mounting method. Tenants sign
contractor shall first visit the site to verify existing conditions prior to preparation
of shop drawings. Information needed to prepare submittals shall also be obtained
during this visit.D.
    
    Drawings must also include fascia cross-section showing electrical connections.Approved Sign Company:Jim Harper
Jim Harper Signs
P.O. Box 1716
1872 F.M. 548
Forney, TX 75126
Phone: 214.801.1872
Fax: 214.327.9480
 VI.
    
    SECONDARY SIGNS
 A.
    
    No secondary signs are to be placed on building wall elevations. Tenant shall
mount 3 high white Helvetica regular letters on the rear door for identification
purposes. Place bottom of letters at 12 below top of door.B.
    
    No trailer signs or temporary signs will be permitted. No sandwich or easel
signs are allowed.C.
    
    No roof signs or box signs are allowed. No cloth signs or banners are allowed.D.
    
    Window signs displaying company name only will be allowed in white vinyl letters
not exceeding 3 in height. Submit three (3) copies of 1/4 = 10 scaled drawings for
approval. Tenant shall not apply any other signs to the interior or exterior face of
the storefront glass or other materials.E.
    
    3 high white Helvetica regular address numerals for postal identification of
Demised Premises will be mounted to the inside face of glass centered 3 above bottom of
transom above front door.F.
    
    Grand Opening signs in moderation and good taste shall be permitted at the
Landlords discretion. Such signs will be permitted for a period of ten (10) days only.
Such signs must be located so as not to obstruct access either visually or physically
to any other Tenant space or common area. Tenant must obtain written approval prior to
erecting any sign.G.
    
    No animated, moving or audible components are allowed. No intermittent or
flashing illumination is allowed.H.
    
    No iridescent painted signs are allowed. No signs may be painted on any surface
of any Building.I.
    
    No signs or letters may be painted directly on any surface.J.
    
    No signs may be installed or placed along the perimeter of the Shopping Center.K.
    
    No window neon signs.
 26




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1.
    
    Background plate to be 3 outside of letters continuously.2.
    
    Background plate to provide 2 minimum coverage of raceway box.3.
    
    Minimum inside and outside radius to be 2  typical.4.
    
    Background to split between letters only when distance exceeds
8.
 
 27




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EXHIBIT E
 POLICIES AND REGULATIONS
 1.
    
    Store hours are a minimum of eight (8) hours per day, five (6) days per week  using the time
frame 10 a.m. to 6 p.m. Evening hours are not required, but may be added to a regular
nine-hour day. Stores are not required to be open on national holidays. Any exceptions to
normal business hours require written permission from Landlord.2.
    
    Banners may not be displayed except for Grand Opening. Consult Landlord for display
requirements and special conditions.3.
    
    Flyers may not be distributed in the parking lots on windshields  at any time. Special
cleanup cost resulting from a violation of this procedure may be billed to the violating
party.4.
    
    Parking for all tenants and employees shall be away from the stores. Any car displaying For
Sale signs shall be subject to towing without notice.5.
    
    Boxes must be broken down and put into the designated recycle dumpster of the Shopping
Center. No tenants trash is to be placed in or on the sidewalk trash container, in or around
the alley dumpsters, nor stacked around the rear door of the Demised Premises. All foodstuffs
and small trash items are to be bagged and securely tied. Doors to dumpster enclosures must
remain closed at all times. There will be additional charges for excessive trash or boxes not
broken down.6.
    
    Outdoor furniture, planters, ash cans, etc. must either be purchased through Landlords
representative or by submitting plans, drawings, pictures to Landlord for prior written
approval. All furniture must comply with Shopping Center design plan. Outdoor seating must
also comply with allowed parking at the site. Each tenant shall be responsible for obtaining
all required permits prior to the commencement of any installation. Written approval and
conformation with these specifications does not imply conformance with local city or county
ordinances. Each tenant is responsible for conforming to the ordinances and codes having
jurisdiction at the site. Plastic furniture is not allowed.7.
    
    Window treatments such as mini blinds, verticals, curtains, etc. need to have prior written
approval of Landlord.8.
    
    Walkways and sidewalks must remain clear for pedestrian traffic. Tenant, its agents, servants
and employees shall not block or obstruct any of the entries, passages, doors, sidewalks or
walkways or place, empty or throw any rubbish, litter, trash or material of any nature into
such areas, or permit such areas to be used at any time except for ingress or egress of
Tenant, its agents, servants, employees, visitors, customers or invitees.9.
    
    Service corridors are to be kept clear at all times. All trash needs to remain in the Demised
Premises until it is taken to the dumpster. No items are allowed to be stored in any service
corridor.10.
    
    Restricted uses shall include the selling or exhibiting of pornographic materials, drug
related paraphernalia, massage parlors, any gambling facility or operation including but not
limited to off-track or sports betting, table games, slot machines, video poker, bingo parlor,
video arcade, pool or billiard hall.
  28




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EXHIBIT F
 TENANT MOVE-OUT CHECK LIST
 LANDLORD:
    
    Pavillion North, Ltd.ADDRESS:
    
    7517 Campbell Road, #601Dallas, TX 75248PHONE:
    
    972/733-4900FAX:
    
    972/733-4199
 TENANT:
    
    Dover Saddlery Retail, Inc.ADDRESS:
    
    7529 Campbell Road, Suite 306Dallas, Texas 75248 Phone:
 1.
    
    UTILITIES: Notify each utility that you are ceasing service as of your lease termination date and
that J.R. Black Properties, Ltd. will be calling to transfer service to their account.
 Electricity:
    
    Acct. #
    
    _____________
    
    Meter #
    
    _____________Gas:
    
    
    
    _____________
    
    
    
    _____________Water:
    
    
    
    _____________
    
    
    
    _____________
 2.
    
    HVAC: The final service check and filter change is the Tenants responsibility. Use your
regular service contractor or Landlords contractor to change filters and make any
needed repairs to leave all units in good working condition. Provide Landlord with paid
service invoice.3.
    
    PREMISES: Clean and vacuum inside. Spackle any holes in walls. Remove any decals and/or
lettering from windows. Replace any burned out lamps or ballasts. At Landlords option,
attached shelving and fixturing remains in Demised Premises. Arrange for walk-through
with Landlord.4.
    
    KEYS: Deliver all keys (front, rear, inside doors, alarms, etc.), properly marked, to Landlord.5.
    
    SIGN: Have sign company or electrician remove outdoor sign, cap off wires. The Landlord will
have the fascia repaired at Tenants expense. The sign timer remains in the Demised
Premises.6.
    
    ADDRESS: Provide Landlord with a forwarding address.7.
    
    FINANCIAL: Settle any outstanding balance with Landlord. Upon termination of the Lease and
surrender of the Demised Premises by Tenant to Landlord, if Tenant is not then in
default, any remaining balance of the Security Deposit shall be returned to Tenant,
provided that Landlord may hold the Security Deposit for a period of thirty (30) days
following surrender of the Demised Premises and may deduct from the amount any rental or
other charges due and payable. Any charges incurred by Landlord because Tenant fails to
clean, repair, replace damaged portions of the Demised Premises, service HVAC, remove
sign and turn in keys, will be paid by Tenant and may be deducted from the Security
Deposit.
 29




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EXHIBIT G
 INTENTIONALLY OMITTED
 30




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EXHIBIT H
 EXCLUSIVES AND PROHIBITED USES
 EXCLUSIVES
 Marshalls
  Carmines
  Corner Bakery
  Rockfish
  Sprint
  More Space Place
  Ebby Halliday
  Raising Canes
  PROHIBITED USES:
 No use shall be permitted in the Shopping Center which is inconsistent with the operation of a
first-class retail shopping center. Without limiting the generality of the foregoing, the
following uses shall not be permitted:
              31




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32




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EXHIBIT I
 OPTION/S TO RENEW
 two (2) five (5)
    1st five (5) year option
    
    Years 6  8
    
    $13.10 psf
    
    $5,870.98 per monthYears 9  10
    
    $13.60 psf
    
    $6,095.07 per month2nd five (5) year option
    
    Years 11  12
    
    $14.10 psf
    
    $6,319.15 per monthYears 13  15
    
    $15.00 psf
    
    $6,722.50 per month
 33