EXHIBIT 10.13


INDUSTRIAL LEASE AGREEMENT (GROSS)


	
 

	
 


	
 

	
THIS LEASE
dated the 15th day of July 2009, between THE BLOOM ORGANIZATION OF SOUTH
JERSEY, LLC, Bloom Court/Suite 106, 1300 Route 73, Mount Laurel, New
Jersey 08054, hereinafter referred to as the “Landlord”, and J & J
SNACK FOODS SALES CORPORATION, 6000 Central Highway, Pennsauken, New
Jersey 08110, hereinafter referred to as the “Tenant”. 


	
 

	
 


	
 

	
WITNESSETH:
  That the Landlord hereby demises and leases unto the Tenant, and the Tenant
  hereby hires and takes from the Landlord for the term and upon the rentals
  hereinafter specified, the premises described as follows: 








	
 

	
 


	
Premises

	
Square
  Footage
101,200                                         
  .


	
 

	
Street
  Address 5092-5098 Central
  Highway          .


	
 

	
Town or
  Township Pennsauken

                             .


	
 

	
County
Camden State/Zip New Jersey
08109        . 


	
 

	
 


	
Term

	
The term of
this Lease shall be for ten (10) years, and commence on February 1, 2012
and terminate on January 31, 2022. 


	
 

	
 


	
Rent

	
The rent for
  the entire Term of the Lease shall be $5,313,000.00.


	
 

	
 


	
Payment of
  Rent

	
Tenant shall
  pay to Landlord, without set off or deduction, at its offices (1300


	
 

	
Route 73,
  Suite 106, Mount Laurel, New Jersey 08054), or such other place as landlord
  directs, as yearly minimum rent, the sum of $   * payable in
  equal monthly installments of $   * on the first business
  day of each month during the term of this Lease.


	
 


	
 


	
 


	
 

	
 


	
 

	
* Years 1 –
  5: $506,000.00 gross per year; $42,166.67 gross per month.


	
 

	
  Years
  6 – 10: $556,600.00 gross per year; $46,383.33 gross per month.


	
 

	
 


	
 

	
 


	
 

	
Payable at
  the office of the Landlord as provided above or as may be otherwise directed
  by the Landlord in writing.


	
 

	
 


	
 

	
THE ABOVE
  LETTING IS UPON THE FOLLOWING CONDITIONS:


	
 

	
 


	
Peaceful 

  Possession

	
First- The
  Landlord covenants that the Tenant, on paying the said rental and performing
  the covenants and conditions in this Lease contained, shall and may peaceably
  and quietly have, hold and enjoy the demised premises for the term aforesaid.


	
 

	
 


	
Purpose

	
Second- The
  Tenant covenants and agrees to use the demised premises as warehousing and manufacturing of
  food products only and agrees not to use or permit the premises to be
  used for any other purpose without the prior written consent of the Landlord
  endorsed hereon. No machinery, equipment or other thing that could cause
  unusual vibration, noise, odors or pollutants shall be installed or placed
  therein. Tenant acknowledges and agrees that there have been no
  representations or warranties made by or on behalf of Landlord with respect
  to the premises or the building or with respect to the suitability of either
  for the conduct of Tenant’s business. The taking of possession of premises by
  Tenant shall conclusively establish that the premises and the building were
  at such time in satisfactory condition, order and repair. Tenant shall not
  subject any portion of the floor to greater loading than that portion of the
  premises is designed to carry. Tenant represents and warrants that its SIC
  code is 2050. Should any change in this classification occur during
  the term of this Lease, Tenant shall promptly notify Landlord in writing
  specifying the new classification.





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Default

	
Third- The
  occurrence of any of the following shall constitute a material default and
  breach of the Lease by Tenant:








	
 

	
 


	
 

	
(a) failure
  of Tenant to accept possession of the Premises within thirty (30) days after
  the date of commencement of the Lease term; 


	
 

	
 


	
 

	
(b) Tenant
  shall not vacate nor abandon the Leased Premises at any time during the Lease
  Term, nor permit the Leased Premises to remain unoccupied for a period longer
  than ten (10) consecutive days during the Lease Term. If Tenant shall
  abandon, vacate, or surrender the Leased Premises, or be dispossessed by
  process of law or otherwise, any personal property belonging to Tenant or
  property in the custody of Tenant on the Leased Premise shall, at the option
  of Landlord, be deemed abandoned and may be used, sold without public notice
  or auction, destroyed or otherwise disposed of by Landlord. Tenant
  specifically waives the provisions of N.J.S.A. 2A:18-72, et seq..


	
 

	
 


	
 

	
(c) a
  failure by Tenant to pay, when due, any installment of rent hereunder or any
  additional rent or any such other sum herein required to be paid by Tenant; 


	
 

	
 


	
 

	
(d) failure
  by Tenant to observe and perform any other provisions or covenants of the
  Lease to be observed or performed by Tenant, where such failure continues for
  thirty (30) days after written notice thereof from Landlord to Tenant
  provided, however, that if the nature of the default is such that the same
  cannot reasonably be cured with such thirty (30) day period, Tenant shall not
  be deemed to be in default if Tenant shall within such period commence such
  cure and thereafter diligently prosecute the same to completion; 


	
 

	
 


	
 

	
(e) the
  filing of a petition by or against Tenant for adjudication as a bankrupt or
  insolvent or for its reorganization or for the appointment pursuant to any
  local, state or federal bankruptcy or insolvency law of a receiver or trustee
  of Tenant’s property; or an assignment by Tenant for the benefit of
  creditors; 








	
 

	
 


	
Remedies

	
Upon the
  occurrence of any such event of default set forth above:








	
 

	
 


	
 

	
(f) Landlord
  may (but shall not be required to) perform for the account of Tenant any such
  default of Tenant and immediately recover as additional rent any expenditure
  made and the amount of any obligations incurred in connection therewith, plus
  twelve percent (12%) per annum
  interest from the date of such expenditure, provided
  Landlord gave Tenant thirty (30) days written notice to cure such default; 


	
 

	
 


	
 

	
(g) Landlord
  may accelerate all rent and additional rent due for the balance of the term
  of this Lease and such sum less the fair
  rental value for the balance of the term, both discounted to present value at
  eight percent (8%) per annum shall be payable by Tenant, and
  declare the same to be immediately due and payable; 


	
 

	
 


	
 

	
(h) Landlord
  may declare by notice in writing to Tenant that the Lease, including any
  renewal options has been terminated and upon receipt of such notice, Tenant
  (if it has not already done so) shall immediately vacate the premises and the
  Landlord thereafter shall have the right to recover all damages caused by the
  breach of this Lease by Tenant, including any future loss of rent and the
  costs of reletting including redecorating expenses, repairs, leasing
  commissions and the like. 




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(i) In the
  event Landlord or Tenant provides notice of termination of this Lease in
  accordance with the twelfth paragraph hereinbelow and Tenant fails to vacate
  the Premises thereafter upon the expiration of the original term or any
  extended term hereunder, Tenant shall pay to Landlord 150% of the monthly rental payment and
  operating costs due and payable for the month in which this Lease expired or
  terminated as liquidated damages or Landlord may, at its sole discretion,
  pursue any other remedy at law or in equity. 


	
 

	
 


	
 

	
(j) In
  addition to all remedies provided herein or by law, Tenant shall pay to
  Landlord reasonable attorneys’ fees and court costs incurred as a result of
  such breach. 








	
Sub-letting 

  And

  Assignment

	
Fourth- (a)
  The Tenant shall not sublet the demised premises nor any portion thereof, nor
  shall this Lease be assigned by the Tenant without the prior written consent
  of the Landlord endorsed hereon, which consent shall not be unreasonably
  withheld. At its sole option, Landlord may require the sub-tenant or assignee
  to enter into a written agreement with Landlord whereby it agrees to be bound
  by all terms and conditions of the Lease. Tenant shall remain liable for all
  covenants and conditions of this Lease;








	
 

	
 


	
 

	
(b) as a
  condition precedent to Tenant’s right to sub-lease the premises or to assign
  this Lease, Tenant shall, at Tenant’s own expense, first comply with the
  Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. and fulfill all of
  Tenant’s environmental obligations under this Lease. If this condition shall
  not be satisfied, then Landlord shall have the right to withhold consent to a
  sub-lease or assignment; 


	
 

	
 


	
 

	
(c) in the
  event of a sale or transfer of a majority ownership interest in Tenant, such
  sale or transfer shall be deemed an assignment requiring the consent of
  Landlord, only if the sale or transfer is
  to an entity with a net worth less than Tenant and there are no defaults
  under the Lease Agreement. Landlord’s consent shall not be unreasonably
  withheld. 


	
 

	
 


	
 

	
(d) Any
  assignment or subletting of the Demised Premises in violation of the terms
  and conditions hereinabove shall be deemed void. 








	
 

	
 


	
Conditions
  of

  Premises;

  Repairs

  

  

  

  

  Alterations and

  Improvements

	
Fifth- The
  Tenant has or will examine the plans for the demised premises, and accepts it
  in its present condition (except as otherwise expressly provided herein) and
  without any representations on the part of the Landlord or its agents. The
  Tenant shall keep the Demised Premises in good condition and shall
  redecorate, paint and renovate the said premises as may be necessary to keep
  them in repair and good Improvements appearance. The Tenant shall not make any
  alterations, additions or improvements to said Premises without the prior
  written consent of the Landlord. All erections, alterations and improvements,
  whether temporary or permanent in character, which may be made upon the
  premises either by the Landlord or the Tenant, except furniture or movable
  trade fixtures installed at the expense of the Tenant, shall, at the option
  of the Landlord, be the property of the Landlord and shall remain upon and,
  be surrendered with the premises as part thereof at the termination of this
  Lease, without compensation to the Tenant. Upon the expiration of or sooner
  termination of the tenancy hereby created, Tenant shall peaceably surrender
  the Premises in broom clean condition, reasonable wear and tear excepted. At
  such time, Tenant shall surrender all keys for the Premises to Landlord at
  the place then fixed for the payment of rent and shall inform Landlord of all
  combinations on locks, safes and vaults, if any, in the Premises. Tenant
  shall remove all its trade fixtures, phone systems, alarm systems, wiring,
  cables and all other similar systems and wiring before surrendering the
  Premises and shall repair any damage to the Premises caused thereby. Only
  those improvements, modifications or alterations which Landlord notifies Tenant
  in writing Landlord wishes to retain shall not be removed. Any property of
  Tenant left at the Premises at the expiration or sooner termination of this
  Lease shall be deemed abandoned and Landlord may dispose of such property
  without further notice to Tenant and at the sole cost and expense of Tenant.
  Tenant’s




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Sanitation

  Inflammable

  Material 

  

  Sidewalks

	
obligation
  to observe or perform this covenant shall survive the expiration or other
  termination of the term of this Lease. The Tenant further agrees to keep said
  premises and all parts thereof in a clean and sanitary condition, and free
  from trash, inflammable material, vermin and other objectionable matter. If
  this Lease covers premises all or a part of which are on the ground floor,
  the Tenant further agrees to keep the sidewalks in front of such ground floor
  portion of the demised premises clean and free of obstructions, snow and ice.
  All labor and materials furnished by or on behalf of Tenant shall be first
  class and by contractors approved in writing by Landlord and shall be
  accomplished at times so as not to disturb the activities of other tenants.
  Tenant shall not install any alterations, additions or improvements in such a
  manner as to compromise the structural integrity of the premises or any part
  thereof. The labor and materials shall be installed in complete conformity to
  all applicable statutes, codes, ordinances and regulations.


	
 

	
 


	
Mechanics’

  Liens

	
Sixth- In
  the event that any mechanics’ lien or notice of intention is filed against
  the premises as a result of alterations, additions or improvements made by
  the Tenant, the Landlord, at its option, after  ninety (90) days notice to the Tenant,
  may pay the said lien, without inquiring into the validity thereof, and the
  Tenant shall forthwith reimburse the Landlord the total expense incurred by
  the Landlord in discharging the said lien, as additional rent hereunder.
  Landlord agrees that Tenant may obtain a discharge of any mechanics’ lien at
  its option, but Tenant must fully indemnify Landlord such indemnification to
  include payment for all legal fees.


	
 

	
 


	
Glass 

	
Seventh-
  Tenant shall self-insure all glass on the Premises, the Tenant shall repair
  the said damage or replace or restore any destroyed glass  of the premises, as speedily
  as possible, at the Tenant’s own cost and expense.


	
 

	
 


	
Liability of

  the Landlord

	
Eighth- 


	
 

	
 


	
 

	
No officer, director and stockholder, member, partner, principal
  (disclosed or undisclosed) representative or agent of the Landlord shall have
  personal liability under any of the terms, conditions or covenants of this
  Lease and Tenant shall look solely to the equity of the Landlord in the
  building of which the Premises form a part for the satisfaction of any claim,
  remedy or cause of action accruing to Tenant as a result of the breach of any
  action of this Lease by Landlord.


	
 

	
 


	
Access of

  Landlord

	
Ninth-
  Landlord and Landlord’s agents and representatives, may, at any reasonable
  time, enter the Leased Premises to examine them, to make alterations or
  repairs thereto or for any other purposes which Landlord considers necessary
  or advisable; however, in the case of any emergency, Landlord and its agents
  may enter the Premises at any time and in any manner. Tenant shall allow the
  leased premises to be exhibited by Landlord: (i) at any reasonable time to
  representatives of lending institutions or to prospective purchasers of the
  building or leased premises, and (ii) at any reasonable time within six
  months prior to the end of the term to persons who may be interested in
  leasing the leased premises. Landlord may place a suitable “For Sale” sign
  upon the leased premises six months prior to the expiration of the demised
  lease term. Landlord and its agents reserve the right and shall be permitted
  reasonable access to the leased premises to install facilities within and
  through the Leased Premises and to install and service any systems deemed
  advisable to provide services or utilities to any tenant in the building.


	
 

	
 


	
Services

  And

  Utilities

	
Tenth-
  Tenant shall be responsible and pay for the following services and utilities
  furnished to the demised premises: 








	
 

	
 


	
 

	
-Electric,
  Fuel Oil and/or Gas, & Hot Water (utility) 


	
 

	
-Water &
  Sewer Service (utility)




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-Fire
  Service Charge for Fire Sprinkler System (utility)


	
 

	
-Plumbing
  Mechanical & Maintenance


	
 

	
-Heating
  Mechanical & Maintenance Contract*


	
 

	
-Air
  Conditioning Mechanical & Maintenance Contract*


	
 

	
-Overhead
  Door & Dockbumper Maintenance


	
 

	
-Interior
  Building Maintenance (including light bulbs, emergency and exit lights


	
 

	
-Exterior
  Building Maintenance (as a result of damaged caused by Tenant or Tenant’s
  agents)


	
 

	
-Trash
  Removal


	
 

	
-Janitorial
  Service








	
 

	
 


	
 

	
Please be
  advised that as part of your responsibility for all repairs and maintenance
  of the mechanical equipment, included is all the duct work, fans, roof stacks
  and replacement of equipment, if necessary. Landlord
  shall be responsible for maintaining all structural portions of the Leased
  Premises and shall also maintain exterior adjoining areas in a clean and
  orderly condition. The exterior and structural parts of the Leased Premises
  are defined to include: (a) outside walls; (b) the roof and roof covering;
  (c) the foundations; (d) floor slab and floor; (e) gutters and downspouts;
  (f) marquees; (g) all structural members; and (h) all wiring, conduits and
  other utility and sprinkler fixtures and equipment, including water pipes and
  electrical systems located in walls or floors of the building, together with
  those serving the common facilities which are located outside the walls of
  the building, and those serving any other premises, or serving premises in
  addition to those of the Leased Premises which are located anywhere in the
  premises. 


	
 

	
 


	
 

	
* Copy of
  contract to be submitted to Landlord within the first thirty (30) days of
  occupancy. 


	
 

	
 


	
 

	
The
  following are included in the rent. Currently, the
  building common area maintenance charges are $.30 per square foot; the
  Tenant’s prorata share of the building charges is $2,530.00 per month.
  Tenant is responsible for any increases over this amount,or
  credited for any overpayment; Landlord will invoice Tenant for
  their prorata share of any increases annually. 








	
 

	
 


	
 

	
-Driveway,
  Parking Lots & Sidewalk Repair


	
 

	
-Snow
  Plowing


	
 

	
-Roof
  Maintenance (non-capital)








	
 

	
 


	
Damage and 

  Destruction 

  to Premises

	
Eleventh- In
  the event of the destruction of the Demised Premises or of Destruction the
  building containing the same Premises by fire, explosion, the elements or
  otherwise during the term hereby created or previous thereto, or such partial
  destruction thereof, as to render the Premises wholly untenantable or unfit
  for occupancy, or should the demised Premises be so badly injured that the
  same cannot be repaired within one hundred twenty (120) days from the
  happening to the Demised Premises of such destruction and injury, then and in
  such case the term hereby created shall, at the option of either Landlord or
  Tenant, cease and become null and void from the date of such damage or
  destruction, and the Tenant shall immediately surrender said premises and all
  the Tenant’s interest excluding Tenant’s
  personal property, fixtures and furniture, therein to the
  Landlord, and shall pay rent only to the time of such damage or destruction.
  In such event the terminating party shall notify the other party in writing
  of its intent to terminate the Lease within forty-five (45) days of the
  damage or destruction. Should the demised premises be rendered untenantable
  and unfit for occupancy, but yet be repairable within ninety days from the
  happening of said injury, the Landlord may enter and repair the same with
  reasonable speed, and the rent shall not accrue after said injury or while
  repairs are being made, but shall recommence immediately after said repairs
  shall be completed. But if the premises shall be so slightly injured as not
  to be rendered untenantable and unfit for occupancy, then the Landlord agrees
  to repair the same with reasonable promptness and in that case the rent
  accrued and accruing shall not cease or determine. The Tenant shall
  immediately notify the Landlord in case of fire or other damage to the
  Premises. 




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Notices

	
Twelfth- All
  notice and demands, legal or otherwise, incidental to this lease, or the
  occupation of the Demised Premises, shall be in writing. If the Landlord or
  its agent desires to give or serve upon the Tenant any notice or demand, it
  shall send a copy thereof by certified mail, return receipt requested,
  addressed to the Tenant at the Demised Premises or to leave a copy thereof at
  the Premises. Notices from the Tenant to the Landlord shall be sent by
  certified mail, return receipt requested to the Landlord at the place
  hereinbefore designated for the payment of rent, or to such party or place as
  the Landlord may from time to time designate in writing. In the event any
  notice sent certified mail, return receipt requested, is returned marked
  “unclaimed” such notice shall be sent by regular mail and shall be sufficient
  pursuant to the terms set forth herein. The place and method of notification
  herein may not be changed orally.


	
 

	
 


	
Termination

  Notice/Renewal

	
Either party
  hereto may terminate this Lease at the expiration of the said term, or
  extended term, by giving to the other party written notice thereof at least
  ninety (90) days prior to such expiration, but in default of such notice,
  this Lease, as same may be amended from time to time, with all the conditions
  and covenants thereof, shall renew for a term of one year, with the exception
  that the rent shall be equivalent to the rent paid during the prior twelve
  (12) month period plus a monthly increase of 1/12th of the percentage
  increase in the Consumer Price Index of the last month of the last term of
  the Lease divided by the Consumer Price Index as of the first month of the
  last term of the Lease; which increase shall continue for the new rental term
  of one year and so on from year to year thereafter together with an
  additional Consumer Price Index increase as described hereinabove, until
  terminated by either party hereto, giving to the other at least ninety (90)
  days prior written notice of intention to terminate said Lease at the
  expiration of the then current term. PROVIDED HOWEVER, that if Landlord shall
  have given such written notice prior to the expiration of any term hereby
  created of its intention to change the terms and conditions of this Lease,
  and Tenant shall hold over after the expiration of the time mentioned in such
  notice, Tenant shall be considered a Tenant under the terms and conditions
  mentioned in such notice for such further period as Tenant may remain in possession
  of the Premises or until similar subsequent notice be given by Landlord again
  changing the said terms and conditions.


	
 

	
 


	
Eminent

  Domain

  Condemnation

	
Thirteenth-
  If the property or any part thereof wherein the Demised Premises are located
  shall be taken by public or quasi-public authority under any power of eminent
  domain or condemnation, this lease, at the option of the Landlord, shall
  forthwith terminate and the Tenant shall have no claim or interest in or to
  any award of damages for such taking.


	
 

	
 


	
Delivery

  of Lease

	
Fourteenth-
  No rights are to be conferred upon the Tenant until this Lease has been
  signed by the Landlord, and an executed copy of the Lease has been delivered
  to the Tenant.


	
 

	
 


	
Lease
  Binding

  on Heirs

  Successors, Etc

	
Fifteenth-
  All of the terms, covenants and conditions of this Lease shall, inure to the
  benefit of and be binding upon the respective heirs, Successors,
  Etc.executors, administrators, successors and assigns of the parties hereto.


	
 

	
 


	
Delays

	
Sixteenth-
  This Lease and the obligation of Tenant to pay rent hereunder and perform all
  the other covenants and agreements hereunder on part of Tenant to be
  performed shall in no way be affected, impaired or excused because Landlord
  is unable to supply or is delayed in supplying any service expressly or
  impliedly to be supplied or is unable to make, or is delayed in making any
  repairs, additions, alterations or decorations or is unable to supply or is
  delayed in supplying any equipment or fixtures if Landlord is prevented or
  delayed from so doing by reason of governmental preemption in connection with
  the United States of America or in connection with any rule, order or
  regulation of any department or subdivision of any governmental agency or by
  reason of the conditions of supply and demand which have been or are affected
  by any war, National Emergency or Governmental regulations. Landlord agrees
  to use due diligence to supply any service or make any repairs, additions,
  alterations or




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decorations.


	
 

	
 


	
Insurance:
  Fire & Extended Coverage

	
Seventeenth-
  Fire and Extended Coverage Landlord shall obtain and maintain fire and
  extended coverage insurance with companies and in amounts acceptable to
  Landlord in its sole discretion and/or its mortgagee(s). Tenant shall be
  liable for its pro rata share of all insurance coverage as aforesaid, which
  Tenant shall pay in accordance with the Twenty-second Paragraph of this Lease
  described hereinbelow. If during the term of this Lease or any Lease or any
  additions or extensions thereto it shall become either impossible or more
  costly for Landlord to obtain acceptable insurance because of the use or
  character to which the Demised Premises, or any portion thereof are utilized,
  then the Tenant shall immediately cease and desist the operations causing
  said increase or impossibility of obtaining said insurance or remove any
  materials causing said increase or impossibility.


	
 

	
 


	
 

	
If it is
  determined that the materials, use or process are acceptable to Landlord,
  (and Landlord’s mortgagee), but will result in higher than normal insurance
  rates, then Tenant shall have the option of discontinuing said operations,
  removing the materials or any other matter causing said increase, or paying
  for the total cost of the increased insurance amounts to Landlord. It is
  expressly understood and agreed that the liability of Tenant for the payment
  of any increased insurance amounts in a multi-tenant building shall be for
  the entire building of which the Demised Premises are a part, and may also
  include liability to any or all other tenants of the building for any
  increase caused in their respective insurances, such as business interruption
  or contents insurance. Tenant shall be obligated to pay such aforementioned
  increases to Landlord within ten (10) days after invoiced for same.


	
 

	
 


	
Liability
  Insurance

	
Eighteenth- Liability
  Insurance: Tenant, at all times during the term of this Lease, at its own
  cost and expense, Tenant shall maintain comprehensive general liability
  insurance with bodily injury and property damage limits of not less then One
  Million Dollars ($1,000,000.00). A certificate of such insurance shall be
  delivered to Landlord and Landlord shall be named on said policies as an
  additional insured as respects the Premises. The Certificate shall also
  contain provisions for a thirty-day notice prior to cancellation, reduction
  of coverage, or other material change in the policy. Insurance shall be with
  companies acceptable to the Landlord. Tenant further covenants with Landlord
  to protect, indemnify and hold Landlord harmless from and against any and all
  claims, demands and causes of action, including attorney fees, of any nature
  whatsoever for injury or death or persons or loss of or damage to property
  occurring on the Premises or in any manner growing out of or connected with
  Tenant’s use and occupancy of the Premises except damage or injury occasioned
  by the gross negligence or willful misconduct or any act that damages the Premise by  Landlord, its
  agents, servants or employees.


	
 

	
 


	
Waiver of
  Subrogation

	
Nineteenth-
  Landlord and Tenant hereby mutually waive any right of subrogation which
  either may have against the other for any loss, damage or claim which that
  party may have insurance against.


	
 

	
 


	
Waiver of
  Claims

	
Twentieth-
  Except as otherwise in this Lease provided, and except for Landlord’s gross
  negligence or willful misconduct, Landlord and Landlord’s agents, servants
  and employees shall not be liable for, and Tenant hereby releases and
  relieves Landlord, its agents, servants, employees from, all liability in
  connection with any and all loss of life, personal injury, damage to or loss
  of property, or loss or interruption of business occurring to Tenant, its
  agents, servants, employees, invitees, licensees, visitors, or any other
  person, firm corporation or entity, in or about or arising out of the
  Premises, from, without limitation, (a) any fire, other casualty, accident
  occurrence or condition in or upon the Premises, the Building or the Project;
  (b) any defect in or failure of (i) plumbing, sprinkling, electrical, heating
  or air conditioning systems or equipment, or any other heating or air
  conditioning systems or equipment, or any other systems and equipment of the
  Premises and the Building, and (ii) the elevators, stairways, railings or
  walkways of the Building; the elevators, stairways, railings or walkways of
  the Building; (c) any steam, gas, oil, water,





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rain or snow
  that may leak into, issue or flow from any part of the Premises or the
  Building from the drains, pipes, or plumbing, sewer or other installation of
  same, or from any other place or quarter; (d) the breaking or disrepair of
  any installations and equipment; (e) the falling of any fixture or any wall
  or ceiling materials; (f) broken glass; (g) latent or patent defects; (h) the
  exercise of any rights by Landlord under the terms and conditions of this
  Lease; (i) any acts or omissions of the other tenants or occupants of the
  Building or of nearby buildings; (j) any acts or omissions of other persons;
  and (1) theft, acts of God, public enemy, injunction, riot, strike,
  insurrection, war, court order or any order of any governmental authorities
  having jurisdiction over the Premises.


	
 

	
 


	
Security

	
Twenty-first-
  The Tenant shall this day deposit with Landlord the sum of $- 0 - as
  security for the payment of the rent hereunder and the full and faithful
  performance by the Tenant of the terms, covenants and conditions on the part
  of the Tenant to be performed. Said sum shall be returned to the Tenant
  without interest only after the expiration of the term hereof, provided that
  the Tenant has fully and faithfully performed all such covenants and
  conditions and is not in arrears in rent. During the term hereof, the
  Landlord may, if the Landlord so elects, have recourse to such security, to
  make good any default by the Tenant, in which event the Tenant shall, on
  demand, promptly restore said security to its original amount. Liability to
  repay said security to the Tenant shall run with the reversion and title to said
  Premises, whether any change in ownership thereof be by voluntary alienation
  or as the result of judicial sale, foreclosure or other proceedings, or the
  exercise of a right of taking or entry by any mortgagee. The Landlord shall
  assign or transfer said security, for the benefit of the Tenant, to any
  subsequent owner or holder of the reversion or title to said Premises, in
  which case the assignee shall become liable for the repayment thereof as
  herein provided, and the assignor shall be deemed to be released by the
  Tenant from all liability to return such security. This provision shall be
  applicable to every alienation or change in title and shall in no way be
  deemed to permit the Landlord to retain the security after termination of the
  Landlord’s ownership of the reversion or title. The Tenant shall not
  mortgage, encumber or assign said security without the written consent of the
  Landlord. Under no circumstances shall the security deposit be considered or
  used as the rental payment for any month, including the last month, which may
  be due under the terms of this Lease


	
 

	
 


	
Taxes,
  Insurance and Assessments

	
Twenty-second-
  Landlord shall pay for all real estate taxes, insurance charges and
  assessments levied upon the Demised Premises. Tenant shall be responsible for
  increases in such taxes, fire insurance and assessments over the 1991
  base amount for Real Estate Taxes and 2009
  for Fire Insurance and Assessments. 


	
 

	
 


	
Late Charges

	
Twenty-third-
  Tenant hereby agrees to pay to Landlord a late charge of five percent (5%) per month in the event
  any payment of rent or additional rent is not paid when due. Tenant shall pay
  to Landlord said amount within five (5) days of receipt of notice from
  Landlord of the amount due.


	
 

	
 


	
Estoppel
  Certificate

	
Twenty-fourth-
  Tenant shall, at any time and from time to time, within ten (10) days after
  written request by Landlord, execute, acknowledge and deliver to Landlord, or
  its mortgagee or trustee, a statement in writing duly executed by Tenant (i)
  certifying that this Lease is in full force and effect (if that be the case)
  without modification or amendment (or, if there have been any modifications
  or amendments that this Lease is in full force and effect as modified and
  amended and setting forth the modifications and amendments), (ii) certifying
  the date to which annual basic rent and additional rent have been paid, and
  (iii) either certifying that to the knowledge of the Tenant no default exists
  under this Lease or specifying each such default; it being the intention and
  agreement of Landlord and Tenant that any such statement by Tenant may be
  relied upon by a respective purchaser or a prospective or current mortgagee
  of the Building, or by others, in any matter affecting the Premises.





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Environmental
  Matters

	
Twenty-fifth-
  (a) The term “Environmental Law” shall mean any Federal, State or local,
  statute, act, law, ordinance, rule, regulation or order pertaining to the
  environment whether now or hereafter enacted or amended, and whether or not
  listed in this definition such as, but not limited to the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i) The
  Comprehensive Environmental Response Compensation and Liability Act
  (“CERCLA”), 42 U.S.C.. Section 9601 as amended by the Superfund Amendments
  and Reauthorization Act of 1986 (Pub. L. 98-489, 100 Stat. 1613, 1986)
  (SARA”);


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii) The
  Resource Conservation and Recovery Act, 42 U.S.C. Section 6801 et seq.
  (“RCRA”);


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii) Toxic
  Substances Control Act, 15 U.S.C. Section 2601 (“TSCA”);


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv) The
  Clean Water Act, 33 U.S.C. Section 407 et. seq. (“CWA”);


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v) The
  Clean Air Act, 42 U.S.C. Section 7901 et. seq.;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vi) The
  Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et. seq.;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vii) Any
  similar statute, law, ordinance, rule, regulation or order adopted in the jurisdiction
  in which the Leased Premises is located at any time whether before or after
  the execution of this Lease.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)
  “Hazardous Substance” shall mean any hazardous or toxic substance as defined
  in any Environmental Law or in any rule, regulation or order issued pursuant
  to any Environmental Law.


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)
  “Enforcement Agency” shall mean the Environmental Protection Agency, New
  Jersey Department of Environmental Protection (“DEP”) and any other state,
  county, municipal or other agency having authority to enforce any
  Environmental Law.


	
 

	
 

	
 

	
 


	
 

	
 

	
(d) All
  alterations made in the Leased Premises by Landlord, Tenant or any other
  tenant of the Leased Premises shall be in accordance with and shall comply
  with all Environmental Laws and the requirements of any Enforcement Agencies.


	
 

	
 

	
 

	
 


	
 

	
 

	
(e) Tenant
  shall not intentionally or unintentionally use, store, handle, spill or
  discharge any Hazardous Substance at or in the vicinity of the Leased
  Premises, other than those used in the
  ordinary cause of business in it’s offices. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(f) Tenant
  represents that its SIC number is 2050. At any time during the term of
  this Lease, Tenant shall supply to Landlord, if
  the Landlord makes application to any government agency requesting the
  information, affidavits of an officer of Tenant





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setting
  forth Tenant’s SIC number and describing in detail the operations and
  processes undertaken by Tenant at the Leased Premises. Such affidavits shall
  include a certification that no Hazardous Substance is generated, used,
  stored, handled or disposed of at the Leased Premises or shall state the
  nature of any such substance and the methods used in handling the same in
  reasonable detail. Such affidavits shall be delivered to Landlord within ten
  (10) days after request therefore. 


	
 

	
 


	
 

	
(g) Within
  ten (10) days after request therefore, Tenant shall provide all information
  requested from time to time by Landlord, or by an Enforcement Agency for the
  preparation of notices, submissions or affidavits (including, without
  limitation, Non-applicability Affidavit, de Minimis Quality Exemption
  Application, Limited Conveyance Application or Administrative Consent Order).
  Within ten (10) days after request therefore, Tenant shall executed and
  deliver any document reasonably required in order to comply with any
  Environmental Law. 


	
 

	
 


	
 

	
(h) Tenant
  shall promptly deliver to Landlord copies of all notices made by Tenant to,
  or received by Tenant from, any Enforcement Agency or from the United States
  Occupational Safety and Health Administration concerning environmental
  matters or Hazardous Substances at the Leased Premises. 


	
 

	
 


	
 

	
(i) At any
  time throughout the term of this Lease and any extension thereof, Landlord
  may cause an inspection to be made of the Leased Premises and its surrounding
  area for the purpose of determining whether any Hazardous Substance is
  present thereon. 


	
 

	
 


	
 

	
(j) Tenant
  shall indemnify, defend and hold Landlord harmless of and from any and all
  claims arising by reason of any violation during
  the time of Tenant’s occupancy and use of the Premises by Tenant
  of the provisions of this Section and this indemnity shall survive expiration
  or other termination of this Lease. 








	
 

	
 


	
Time of the
  Essence

	
Twenty-sixth-
  Time is of the essence of each term and provision of this Lease.


	
 

	
 


	
Waiver

	
Twenty-seventh-
  The waiver by Landlord of any breach of any term, covenant, or condition
  herein contained by Tenant, shall not be deemed to be a waiver of such term,
  covenant or condition or any subsequent breach of the same or any other term,
  covenant or condition herein contained. The subsequent acceptance of rent
  hereunder by Landlord shall not be deemed to be a waiver of any prior or
  preceding breach of any term, covenant or condition of this Lease, other than
  the failure of Tenant to pay the particular rent so accepted, regardless of
  Landlord’s knowledge of such prior or preceding breach at the time of
  acceptance of such rent.


	
 

	
 


	
Compliance
  With All Laws

	
Twenty-eighth-
  Tenant shall be responsible for compliance during the term of this Lease and all
  subsequent renewals thereof, with all federal, state and local statutes,
  laws, ordinances, rules, regulations and any directives of any governmental
  or municipal agencies or authorities, their departments, bureaus and
  sub-divisions, concerning or affecting the Premises, their use and occupancy,
  for the correction, prevention and abatements of nuisances, violations or
  other grievances in, upon or connected with all orders, regulations,
  requirements and directives of any such departments, agencies or authorities,
  all such compliance at the Tenant’s own efforts and expense.


	
 

	
 


	
Cumulative
  Remedies

	
Twenty-ninth-
  All rights and remedies provided for herein or otherwise existing at law or
  in equity, are cumulative and the exercise of one or more rights or remedies
  by Landlord shall not preclude or waive its right to the exercise of any or
  all others.





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Waiver Of
  Right To 
Trial By Jury

	
Thirtieth-
  Tenant hereby waives its right or entitlement to a trial by jury in any legal
  proceeding involving, directly or indirectly, any matter (whether sounding in
  tort, contract or otherwise) in any way arising out of or related to this
  Lease or the relationship evidenced hereby. This provision is a material
  inducement for Landlord to enter into, accept or rely upon this Lease.


	
 

	
 


	
Subordination

	
Thirty-first-
  All mortgages affecting the property now existing or hereinafter entered into
  have priority over this Lease. Tenant agrees to execute all documents
  necessary to give any mortgage priority over this Lease.


	
 

	
 


	
Indemnification

	
Thirty-second-
  Tenant shall indemnify and defend Landlord and save it harmless from and
  against all claims, suits, actions, damages, judgements, liabilities, fines,
  penalties, and expense for loss of life, personal injury or damage to
  property unless caused by Landlord’s
  negligent acts (1) arising from or of any occurrences within
  Leased Premises except in the event of Landlord’s gross negligence or willful
  misconduct or (2) by reason of the occupancy or use of the Leased Premises or
  any part of Entire Premises by Tenant or (3) occasioned wholly or in part by
  any act or omission of Tenant or breach of this Lease by Tenant or by its
  agents, contractors, customers, employees, servants, lessees or
  concessionaires. If Landlord shall be made a party to any litigation
  commenced by or against Tenant or by any third party and connected in any way
  with this Lease or Tenant’s use or occupancy of Leased Premises, Tenant shall
  indemnify and hold Landlord harmless and shall pay all costs, expenses and
  reasonable attorney’s fees incurred or paid by Landlord in connection with
  such litigation, except as per (1), (2)
  and (3) above.


	
 

	
 


	
Accord and
  Satisfaction

	
Thirty-third-
  No acceptance by Landlord of an amount less than the monthly rent and other
  payments stipulated to be due under this Lease shall be deemed to be other
  than a payment on account of the earliest such rent or other payments then
  due or in arrears nor shall any endorsement or statement on any check or
  letter accompanying any such payment be deemed an Accord and Satisfaction.
  Landlord may accept any check for payment by Tenant without prejudice to
  Landlord’s right to recover the remainder of any rent or other payment then
  in arrears and Landlord may pursue any other remedy provided in this Lease.
  No acceptance by Landlord of any payment of rent or other sum by Tenant shall
  be deemed a waiver of any of the obligations of Tenant under this Lease.


	
 

	
 


	
Recording

	
Thirty-fourth-
  Tenant shall not Record this Lease without the written consent of Landlord.


	
 

	
 


	
Certificate
  of Occupancy

	
Thirty-fifth-
  Landlord shall obtain at Tenant’s expense a Certificate of Occupancy for this
  Lease. The cost of the Certificate of Occupancy is $150.00, to be paid by
  Tenant to Landlord at the signing of this Lease.


	
 

	
 


	
Chairmats

	
Thirty-sixth-
  Landlord shall require Tenant to use chairmats where necessary on all
  carpeted areas in order to protect the carpeting from damage.


	
 

	
 


	
Relocation

	
 





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Exterior
  Storage

	
Thirty-eighth-
  Tenant shall be prohibited from storing pallets, trash or debris on the
  exterior of the Premise (other than trash dumpsters). Upon the request of the
  Landlord, Tenant shall remove all pallets, trash and debris immediately. In
  the event Tenant does not comply, Landlord shall have the option to clean the
  area and charge Tenant all expenses, including but not limited to labor and
  dumping fees, to complete the clean-up.


	
 

	
 


	
Internet
  Connection

	
Thirty-ninth-
  Landlord understands Tenant may have an Internet Connection installed by a
  professional contractor. Prior to installation, Tenant or Tenants installer
  must get approval from Landlord, in writing, for the location of the
  equipment and wiring; which approval shall not be unreasonably withheld.
  Tenant shall, at its sole cost and expense, be responsible for properly
  insuring its equipment and wiring as well as the repair of any portion of the
  property that is damaged due to the installation, usage, maintenance or
  removal of the equipment and wiring during the lease term. Landlord shall not
  be responsible for any damage to Tenant’s equipment and wiring. At the end of
  the Lease term, Tenant shall be responsible for removal of the equipment and
  wiring and to return the premises to its original condition.


	
 

	
 


	
Improvements

	
Fortieth-
  Tenant shall continue leasing unit in “As Is” condition.


	
 

	
 


	
Signs

	
Forty-first-
  Tenant shall be required, at it’s sole cost and expense, to install an
  exterior sign consistent with the type used by all other tenants of the
  project. Landlord shall provide Tenant with the sign specifications. Tenant
  shall not place any signs on the doors and/or windows. In addition, Landlord
  shall install Tenant’s name on all directory signs at Tenant’s expense. All
  signs must be approved in advance by Landlord. Tenant shall not place or
  erect any signs, decorative devices, awnings, canopies or other advertising
  matter on Leased Premises without the prior written consent of Landlord.


	
 

	
 


	
Right of
  First Refusal

	
Forty-second-
  While this Lease is in full force and effect, and provided Tenant is not in
  default of any of the material terms, covenants, and
  conditions of this Lease Agreement, Landlord grants to Tenant the Right of
  First Refusal to purchase 5090-5098 Central Highway, Pennsauken, New Jersey.
  Upon Landlord’s receipt of a bona fide offer to purchase 5090-5098 Central
  Highway, Landlord shall notify Tenant of such offer and Tenant shall have ten (10)
  business days in
  which to execute an Agreement of Sale under the same terms and conditions as
  the bona fide offer. Once Tenant has waived its Right of First Refusal to
  purchase said space, Tenant’s Right of First Refusal shall be voided and of
  no further effect, unless Tenant did not
  exercise it’s Right of First Refusal and the Buyer did not close and complete
  the transaction that required notice.


	
 

	
 


	
Renewal Option

	
Forty-third- While the Lease is in full force and effect, and
  provided Tenant is not in default of any of the terms and conditions of the
  Lease, Tenant shall have the option to renew the Lease for an additional term
  of ten (10) years under the same terms and conditions, with the exception
  that the monthly rental shall as follows:


	
 

	
 


	
 

	
Years 1 – 5: $600,000.00 gross per year; $50,000.00 gross per month. 

  Years 6 – 10: $650,000.00 gross per year; $54,166.67 gross per month.


	
 

	
 


	
 

	
Tenant shall give written notice of their intention to exercise the
  option at least one hundred and twenty (120) days prior to the expiration of
  the current Lease.





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Option to Purchase

	
Forty-fourth- While the Lease is in full force and effect, and
  provided Tenant is not in default of any of the terms and conditions of the
  Lease, Tenant shall have the option at any time during the first twelve (12)
  months from the date of this Lease (__________) to purchase 5090-5098 Central
  Highway, Pennsauken, New Jersey by giving the Landlord written notice.
  Closing must take place within the twelve (12) month period specified above.
  If Tenant exercises the option, Tenant would purchase the Premise known as
  5090-5098 Central Highway, consisting of 27,564 square feet (5090 Central
  Highway) and 101,200 square feet (5092-5098 Central Highway) for a total of
  128,764 square feet, for $5,794,380. After Tenant notifies Landlord of its
  intent to purchase, both parties agree to sign a mutually agreeable Agreement
  of Sale within fifteen (15) days. 





          IN
WITNESS WHEREOF, the parties have interchangeably set their hands and seals or
caused these presents to be signed by their proper corporate officers and
caused their proper corporate seal to be here affixed, this _______ day of  _______, 2009. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
THE BLOOM
  ORGANIZATION

	
 


	
 

	
 

	
 

	
 

	
OF SOUTH
  JERSEY, LLC, (Landlord)

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 

	
 


	 

	
 

	
 

	
 

	 

	
 


	
Witness

	
 

	
 

	
 

	
Frank
  Martin, President

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
J & J
  SNACK FOODS SALES

	
 


	
 

	
 

	
 

	
 

	
CORPORATION,
  (Tenant)

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Attested:_____________________

	
 

	
 

	
By:

	
 

	
(Seal)


	
 

	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
Name:

	
 


	
 

	
 

	
 

	
 

	
Title:

	
 





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