Exhibit
      10.2


    


    LAND
      AND BUILDING LEASE

    


    between

    


    FRI
      FISH,
      LLC

     

    as
      LANDLORD

    


    and

    


    SHELLS
      OF
      NEW SMYRNA BEACH, INC.

    


    as
      TENANT

    


    October
      27, 2006


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    INDEX
      TO LAND AND BUILDING LEASE

     

    Article 

    


    RECITALS

    


    
      	
              I.

            	
              Demise
                of Premises

            	
              4

            
	
              II.

            	
              Term

            	
              5

            
	
              III.

            	
              Rent

            	
              6

            
	
              IV.

            	
              Use

            	
              9

            
	
              V.

            	
              Acceptance
                of Demised Premises

            	
              9

            
	
              VI.

            	
              Alterations

            	
              9

            
	
              VII.

            	
              Repairs
                and Maintenance

            	
              10

            
	
              VIII.

            	
              Compliance
                with Law

            	
              11

            
	
              IX.

            	
              Utilities

            	
              12

            
	
              X.

            	
              Indemnity

            	
              12

            
	
              XI.

            	
              Insurance

            	
              14

            
	
              XII.

            	
              Damage
                or Destruction

            	
              16

            
	
              XIII.

            	
              Eminent
                Domain

            	
              17

            
	
              XIV.

            	
              Covenants
                of Landlord

            	
              19

            
	
              XV.

            	
              Insolvency

            	
              20

            
	
              XVI.

            	
              Default

            	
              20

            
	
              XVII.

            	
              Unavoidable
                Delays, Force Majeure

            	
              25

            
	
              XVIII.

            	
              No
                Waiver

            	
              25

            
	
              XIX.

            	
              Notices

            	
              25

            
	
              XX.

            	
              Access

            	
              26

            
	
              XXI.

            	
              Signs

            	
              26

            
	
              XXII.

            	
              Improvements
                and Fixtures

            	
              27

            
	
              XXIII.

            	
              End
                of Term

            	
              27

            
	
              XXIV.

            	
              Holding
                Over

            	
              28

            
	
              XXV.

            	
              Assignment
                and Subletting

            	
              29

            
	
              XXVI.

            	
              Landlord's
                Loan

            	
              30

            
	
              XXVII.

            	
              Maintenance
                of Outside Areas

            	
              32

            
	
              XXVIII.
                

            	
              Certificates

            	
              33

            
	
              XXIX.

            	
              Relationship
                of Parties

            	
              34

            
	
              XXX.

            	
              Recording

            	
              34

            
	
              XXXI.

            	
              Captions
                and Section Numbers

            	
              34

            
	
              XXXII.

            	
              Applicable
                Law

            	
              34

            
	
              XXXIII.
                

            	
              Entire
                Agreement

            	
              34

            
	
              XXXIV.
                

            	
              Landlord's
                Liability

            	
              35

            
	
              XXXV.

            	
              Attorney's
                Fees

            	
              35

            
	
              XXXVI.
                

            	
              Intentionally
                Deleted

            	
              35

            
	
              XXXVII.

            	
              Environmental

            	
              35

            
	
              XXXVIII.

            	
              Addenda

            	
              39

            
	
              XXXIX.

            	
              Counterparts

            	
              39

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

       

    

    


    
      	
              Exhibit
                A

            	
              Location/Legal
                Description/Address of the Real Property

            
	
              Exhibit
                B

            	
              Tenant’s
                Personal Property List

            
	
              Exhibit
                C

            	
              Tenant's
                Estoppel Certificate

            
	
              Exhibit
                D

            	
              Memorandum
                of Lease

            
	
              Exhibit
                E

            	
              Intentionally
                Deleted

            
	
              Exhibit
                F

            	
              Subordination,
                Nondisturbance and Attornment Agreement

            
	
              Exhibit
                G

            	
              Intentionally
                Deleted

            
	
              Exhibit
                H

            	
              Intentionally
                Deleted

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

       

    

    


    LAND
      AND BUILDING LEASE

    


    THIS
      LAND
      AND BUILDING LEASE (the "Lease") is made and entered into as of October 27,
      2006
      (the “Effective Date”), between FRI
      FISH, LLC
      ("Landlord") and
      SHELLS OF NEW SMYRNA BEACH, INC.
      (“Tenant”).

    


    RECITALS

    


    A. Landlord
      is the owner of the tract
      of
      real property (the “Real Property”), and lessee of an adjacent parking lot
      parcel (“Leased Property”) (the Real Property and Leased Property are
      collectively referred to as the “Property”). The Property is more particularly
      described in Exhibit A attached hereto.

    


    B. Tenant
      desires to lease from Landlord the Property so that Tenant may, in accordance
      with and subject to the terms, conditions, and restrictions of the Lease,
      operate a Shells family dining restaurant at the Real Property. The buildings
      and all improvements to or on the Real Property, including but not limited
      to
      all site work, landscaping, fixtures, utilities, and other improvements, is
      referred to as the "Building". Certain personal property located at the Demised
      Premises, and moveable trade fixtures (as defined in Section 22.02) are owned
      by
      Tenant and are described on Exhibit B attached hereto and are not included
      in
      the definition of Building or Real Property leased to Tenant pursuant to this
      Lease.

    


    C. The
      Property and the Building shall be referred to as the "Demised
      Premises."

    


    D. Tenant
      desires to lease the Demised Premises from Landlord on the terms and conditions
      hereinafter set forth.

    


    NOW,
      THEREFORE, in consideration of the lease of the Demised Premises and the rents,
      covenants and conditions herein set forth, Landlord and Tenant do hereby
      covenant, promise and agree as follows:

    


    ARTICLE
      I

    DEMISE
      OF PREMISES

    


    Landlord
      does hereby lease unto Tenant, and Tenant does hereby hire from Landlord, for
      the term hereinafter provided in Section 2.01, the Demised Premises for the
      use
      thereof by Tenant, Tenant's employees, concessionaires, licensees, agents,
      customers and invitees, which use shall be exclusive except as otherwise
      provided in Section 3.06 or elsewhere herein. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      II

    TERM

    


    Section
      2.01

    


    (a) The
      "Commencement Date" of this Lease shall be upon the Effective Date. The Lease
      shall continue for a period of twenty (20) years following the Effective
      Date
      (the
“Original Lease Term”). The “Lease Term”, as such term is used herein, shall
      mean the Original Lease Term as
      extended (or as may be extended) pursuant to Section 2.02 below.

    


    (b) This
      Lease shall be deemed to be in full force and effect upon the Effective Date.
      Tenant shall be deemed in possession of the Demised Premises upon the Effective
      Date. 

    


    Section
      2.02 

    


    (a) Tenant
      shall have the option to extend the term of this Lease for up to four
      (4)
      separate option periods upon and
      subject to the terms set forth below in this Section
      2.02. The first option period shall commence at the expiration of the Original
      Lease Term and each subsequent option period shall commence at the expiration
      of
      the previous option period. The option periods are sometimes referred to herein
      collectively as the “Option Periods” and individually as an “Option Period.”
Each Option Period shall continue for a period of five (5) years from the
      commencement date
      of
      such Option Period. Except as otherwise expressly provided herein, all of the
      terms and conditions of this Lease applicable to the Original Lease Term shall
      continue to apply during each Option Period. To validly extend the Lease Term
      for each Option Period, Tenant (a)
      must
      and shall deliver to Landlord written notice of Tenant’s election to so extend
      not later than 180 days prior to the commencement
      of such Option Period and (b) shall not be in default, beyond the expiration
      of
      any applicable cure period under any material term or condition of this Lease
      as
      of the date of such notice or the commencement of such Option Period.
      Without
      limiting anything contained in Article XXXIII hereof, time is of the essence
      in
      the performance of each
      provision of this
      Section
      2.02.

    


    (b) Notwithstanding
      the foregoing to the contrary, the Lease Term with respect to the Leased
      Property only shall expire on the date (if earlier than the date otherwise
      provided herein) one day prior to the date of expiration of the lease with
      respect to the Leased Property (“Parking Area Lease”). Provided that Tenant
      delivers Landlord prompt written notice of its election to extend the term
      of
      the Parking Area Lease within the time periods required under such Parking
      Area
      Lease, Landlord will exercise any renewal options to extend the term of such
      Parking Area Lease. In the event Tenant elects not to extend the term of the
      Parking Area Lease or fails to do so within the time periods required under
      such
      Parking Area Lease, then Landlord shall have the right (but not the obligation)
      to extend the term of the Parking Area Lease. The expiration or termination
      of
      the Parking Area Lease during the Lease Term shall have no effect on this Lease,
      other than with respect to any default by Tenant pursuant to Section
      3.05(e).


    
      
        
        

      

      
        5

        
          

        

      

       

    

    


    ARTICLE
      III

    RENT

    


    Section
      3.01
      Tenant
      shall pay to Landlord, from and after the Commencement Date and thereafter
      throughout the Lease Term, the sums set forth in this Lease as "Rent" without
      prior demand therefor and without offset, deduction, or abatement except as
      may
      be otherwise expressly provided herein. Notwithstanding the foregoing, any
      amounts due by Tenant to Landlord hereunder for which no due date is expressly
      specified herein (e.g., the first day of each month) shall be due within ten
      (10) days following the giving to Tenant by Landlord of written notice of such
      amounts due, except if some other period of time following written notice or
      demand is otherwise expressly provided below, then such other period shall
      apply. As used herein, “Rent” shall be deemed to include not only Fixed Rent but
      also all additional sums payable or owed by Tenant under this Lease,
      including without limitation as set forth in Section 3.07
      ("Additional Rent”). Except as otherwise expressly provided herein, in the event
      of nonpayment by Tenant of any Rent, Landlord shall have the same rights and
      remedies in respect thereof regardless of whether such Rent constitutes Fixed
      Rent or Additional Rent. All payments of Rent to be paid to Landlord shall
      be
      paid to Landlord (at its election) in one of the following manners: (1) via
      electronic deposit into an account designated by Landlord, (2) by mail at the
      Landlord's office indicated in Article XIX or (3) by mail to any other place
      designated by Landlord upon at least thirty (30) days' prior written notice
      to
      Tenant. If the Effective
      Date (and
      the
      Commencement Date)
      shall
      not be the first day of a calendar month, then the rent for such month shall
      be
      prorated based upon a Three Hundred Sixty-Five (365) day year.

    


    Section
      3.02
      Intentionally left blank. 

    


    Section
      3.03 Fixed
      Rent: 

    


    The
      "Fixed Rent" for the Demised Premises for each month of the Lease Term prior
      to
      the first anniversary of the Commencement Date shall be $10,277.78.
      On the
      first anniversary of the Commencement Date, and thereafter, on each anniversary
      of such date throughout the Lease Term, the monthly Fixed Rent shall increase
      by
      two percent (2%) over the Fixed Rent charged in the immediately preceding month
      of the Lease Term, and such increase shall apply for the ensuing year. Tenant
      shall pay to Landlord Fixed Rent in advance, without demand therefor, on the
      first day of each calendar month commencing with the Commencement
      Date.

     

    Section
      3.04 
      Intentionally left blank.

    


    Section
      3.05 Additional
      Rent.

    


    (a) Tenant
      shall pay to Landlord, as Additional Rent, all "Real Estate Taxes" (as
      hereinafter defined) assessed against, or allocable or attributable to each
      of
      the Demised Premises whether accruing prior to or after the Effective Date.
      Real
      Estate Taxes for the last year of the Lease Term shall be prorated. As used
      herein, the term "Real Estate Taxes" means all taxes and general and special
      assessments and other impositions in lieu thereof, as a supplement thereto
      and
      any other tax which is measured by the value of real property and assessed
      on a
      uniform basis against the owners of real property, including excise taxes
      described in Section 3.05 (d) and any substitution in whole or in part of any
      of
      the foregoing due to a future change in the method of taxation. Nothing
      contained in this Lease, however, shall require the Tenant to pay any estate,
      inheritance, corporate, franchise or income tax of Landlord, nor shall any
      of
      same be deemed Real Estate Taxes, unless same shall be specifically imposed
      in
      substitution for, or in lieu of, Real Estate Taxes, and then only to the extent
      same are limited to the Demised Premises as if it were the only property owned
      by Landlord. If by law, any general or special assessment or like charge may
      be
      paid in installments without any penalty or interest whatsoever, then such
      assessment shall be paid in such installments and Tenant shall only be liable
      for the portion thereof that is allocable or attributable to the Lease Term
      or
      any portion thereof.


    
      
        
        

      

      
        6

        
          

        

      

       

    

    


    (b) Tenant
      shall pay the Real Estate Taxes on or before five (5) business days prior to
      the
      earlier of (i) the delinquency thereof, or (ii) the date that any penalty or
      interest would accrue on any unpaid installment. Landlord shall have the tax
      bill for the Demised Premises sent directly to Tenant, and Tenant shall pay
      the
      tax bill directly to the collecting authority, and in such event Tenant shall
      provide Landlord a copy of the paid receipt for each installment of Real Estate
      Taxes so paid. If Tenant fails to pay the Real Estate Taxes when due hereunder,
      then Tenant shall, in addition to all other remedies available to Landlord,
      reimburse Landlord for any and all penalties or interest, or portion thereof,
      incurred by Landlord as a result of such nonpayment or late payment by Tenant.
      

    


    (c) Tenant
      shall have the right to seek an abatement of Real Estate Taxes or a reduction
      in
      the valuation of the Demised Premises and/or contest the applicability of any
      Real Estate Taxes to the Demised Premises or the improvements thereon; provided,
      however, Tenant shall have paid timely all amounts pursuant to Section 3.05(b)
      above. In any instance where any such action or such proceeding is being
      undertaken by Tenant, Landlord shall reasonably cooperate with Tenant, at no
      cost or expense to Landlord, and execute any and all documents approved by
      Landlord required in connection therewith. Tenant shall be entitled
      to
      any
      refund (after the deduction therefrom of all reasonable expenses incurred by
      Landlord in connection therewith) of any Real Estate Taxes and penalties or
      interest thereon received by Tenant or Landlord, whether or not such refund
      was
      a result of proceedings instituted by Tenant, which have been paid by Tenant
      or
      paid by Landlord for the benefit of Tenant and repaid to Landlord by
      Tenant.

    


    (d) Tenant
      shall pay to Landlord, with each payment of Rent due hereunder, all taxes
      imposed upon Landlord with respect to rental or other payments in the nature
      of
      a gross receipts tax, sales tax, privilege tax or the like, excluding federal
      or
      state net income taxes, whether imposed by a federal, state or local taxing
      authority, which when added to such rental or other payment shall yield to
      Landlord after deduction of all such tax payable by Landlord with respect to
      all
      such payments a net amount which Landlord would have realized from such payment
      had no such tax been imposed.

    


    (e) Without
      limiting anything contained in subsection 3.03(a), Tenant shall pay, as
      Additional Rent all Parking Area Lease Rent (hereinafter defined). Tenant shall
      be responsible for directly paying to the Parking Area Lease landlord the
      Parking Area Lease Rent, and shall indemnify Landlord from any liability, cost
      or expense incurred in connection with the Parking Area Lease. Tenant shall
      promptly send to Landlord any notices that Tenant receives from the Parking
      Area
      Lease landlord. “Parking Area Lease Rent” shall mean, (i) all Parking Area Lease
      Rent and (ii) all Parking Area Lease Additional Rent. The term Parking Area
      Lease Rent refers to the amounts required to be paid under the Parking Area
      Lease as “base rent” or “fixed rent”; “Parking Area Lease Additional Rent” shall
      mean any monetary obligations of Landlord under the Parking Area Lease, other
      than the Parking Area Lease Base Rent, but including any indemnity obligations
      of the “tenant” thereunder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      3.06 Matters
      of Record:
      Tenant
      hereby accepts the Demised Premises in the condition as of the date of
      possession hereunder, subject to all applicable zoning, municipal, county,
      and
      state laws, ordinances, and regulations, including private easements and
      restrictions
      (whether
      or not evidence thereof is recorded in the public records),
      governing and regulating the use of the Demised Premises, and accepts this
      Lease
      subject thereto and to all matters disclosed thereby, and by any exhibits
      attached hereto (“Diligence Matters”). Tenant acknowledges that neither Landlord
      nor Landlord’s agent has made any representation or warranty as to the
      suitability of the Leased Property for the conduct of the Tenant’s
      business.

    


    Section
      3.07 Additional
      Charges:
      Tenant
      and Landlord agree that the rent accruing under this Lease shall be net to
      Landlord and that all taxes, costs, promotional fees, common area maintenance
      fees, expenses and charges of every kind and nature, including attorneys’ fees
      incurred by Landlord in enforcing the provisions of this lease, whether or
      not
      any legal proceedings are commenced ("Additional Charges") arising in connection
      with or relating to the Demised Premises (excluding, however, (1) taxes other
      than Real Estate Taxes for which Landlord is responsible under Section 3.05(a)
      and (2) any payments for interest or principal under any fee mortgage relating
      to the Demised Premises) which may arise or become due at any time during the
      Lease Term, shall be paid by Tenant. Tenant hereby indemnifies, defends,
      protects, and saves Landlord wholly harmless from and against any and all
      Additional Charges. As used herein, the term “Additional Rent” shall include,
      without limitation, all of the following: (1) any and all Additional Charges
      for
      which Tenant is responsible hereunder, or which Tenant otherwise assumes or
      agrees to pay; (2) all interest and penalties that may accrue on such Additional
      Charges if Tenant fails to pay them timely within any applicable cure periods;
      (3) all other damages, costs and expenses (including, without limitation,
      reasonable attorneys' fees and other legal and court costs) which Landlord
      may
      suffer or incur in enforcing this Lease; and (4) any and all other sums which
      may become due by reason of Tenant's default or failure to comply with its
      obligations under this Lease. 

    


    Section
      3.08 Late
      Charge:
      Without
      limiting anything contained in Article XVI of this Lease and in
      addition
      to all other remedies set forth in this Lease, any payment of Fixed Rent due
      to
      Landlord not received by Landlord within ten (10) days after such payment is
      due
      hereunder, and any payment of Additional Rent due to Landlord not received
      by
      Landlord when due hereunder, shall be deemed delinquent and cause Tenant to
      incur a late charge of three percent (3%) on each delinquent payment, due and
      payable immediately with the delinquent Fixed Rent or delinquent Additional
      Rent, as the case may be.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
      3.09 Character
      of Demised Premises:
      From the
      Commencement Date and thereafter throughout the Lease Term, Tenant shall conduct
      its business in a first class and reputable manner consistent with Tenant’s
      prior operating practices with respect to the Demised Premises. Tenant shall
      open and operate a Shells family dining restaurant at the Demised Premises
      continuously during all hours which is customary for similarly situated Shells
      restaurants, subject to temporary closing due to casualty, condemnation,
      remodeling or other force majeure condition. The character of the occupancy
      of
      the Demised Premises is an additional consideration and inducement for the
      granting of this Lease.

    


    ARTICLE
      IV

    USE

    


    Tenant
      may use the Demised Premises to operate a Shells family dining restaurant,
      including beer, wine and liquor sales, and such other incidental uses related
      thereto in Tenant’s discretion. Tenant may use the Demised Premises only for the
      uses expressly permitted under this Section, and for no other use without the
      prior written consent of Landlord, which approval shall not be unreasonably
      withheld, delayed or conditioned. Notwithstanding any other provision of this
      Article, Tenant shall not use, or suffer or permit any person or entity to
      use
      the Demised Premises or any portion thereof for any purpose in violation of
      any
      applicable law, ordinance or regulation.

    


    ARTICLE
      V

    ACCEPTANCE
      OF DEMISED PREMISES

    


    Tenant
      acknowledges that it has owned the Demised Premises prior to execution of this
      Lease and has had the opportunity to perform all tests, studies and inspections
      that it desires, and that Tenant is accepting the Demised Premises subject
      to
      all Diligence Matters and in its AS IS condition existing on the date Tenant
      executes this Lease.

    


    ARTICLE
      VI

    ALTERATIONS

    


    Tenant
      shall have no right to make changes, alterations or additions (collectively,
      "Alterations") to the Building which will require changes to the foundation,
      roof, exterior walls or utility systems at the Building without prior written
      consent of Landlord, which Landlord agrees it will not withhold unreasonably;
      provided, however, in no event shall any Alterations be made which, after
      completion, would: (i) reduce the value of the Building as it existed prior
      to
      the time that said Alterations are made; or (ii) adversely affect the structural
      integrity of the Building. Any and all Alterations made by Tenant shall be
      at
      Tenant's sole cost and expense. Prior
      to
      the commencement of construction, Tenant shall deliver promptly to Landlord
      detailed cost estimates for any proposed Alterations, as well as all available
      drawings, plans and other information regarding such Alterations
      (such
      estimates, drawings, plans and other information are collectively referred
      to
      herein as the “Alteration Information”). Landlord’s review and/or approval of
      any Alteration Information shall in no event constitute any representation
      or
      warranty of Landlord regarding (x) the compliance of any Alteration Information
      with any governmental or legal requirements, (y) the presence or absence of
      any
      defects in any Alteration Information, or (z) the safety or quality of any
      of
      the Alterations constructed in accordance with any plans or other Alteration
      Information. Landlord’s review and/or approval of any of the Alteration
      Information shall not preclude recovery by Landlord against Tenant based upon
      the Alterations, the Alteration Information, or any defects therein.
      In
      making any and all Alterations, Tenant also shall comply with all of the
      following conditions:

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (a) No
      Alterations shall be undertaken until Tenant shall have (i) procured and paid
      for, so far as the same may be required, all necessary permits and
      authorizations of all governmental authorities having jurisdiction over such
      Alterations, and (ii) delivered to Landlord at least fifteen (15) days prior
      to
      commencing any such Alterations written evidence reasonably acceptable to
      Landlord of all such permits and authorizations. Landlord shall, to the extent
      necessary (but at no cost, expense, or risk of loss to Landlord), join in the
      application for such permits or authorizations whenever necessary, promptly
      upon
      written request of Tenant.

    


    (b) Any
      and
      all structural Alterations of the Building shall be performed under the
      supervision of an architect and/or structural engineer.

    


    (c) Tenant
      shall notify Landlord at least fifteen (15) days prior to commencing any
      Alterations so as to permit, and Tenant shall permit, Landlord access to the
      Demised Premises in order to post and keep posted thereon such notice(s) as
      may
      be provided or required by applicable law to disclaim responsibility for any
      construction on the Demised Premises.

    


    (d) Any
      and
      all Alterations shall be conducted and completed promptly (subject to the terms
      of Article XVII), in a good and workmanlike manner, and in compliance with
      all
      applicable laws, municipal ordinances, building codes and permits, and
      requirements of all governmental authorities having jurisdiction over the
      Demised Premises, and of the local Board of Fire Underwriters, if any; and,
      within thirty (30) days after completion of any and all Alterations, Tenant
      shall obtain and, upon Landlord’s request, deliver to Landlord a copy of the
      amended certificate of occupancy for the Demised Premises, if required under
      applicable law or by governmental authority. Any and all Alterations shall
      be
      made and conducted so as not to disrupt Tenant's business; provided however
      that
      major alterations which require closing of the business on a temporary basis
      may
      be made so long as otherwise in compliance with the provisions of this
      Lease.

    


    (e) The
      cost
      of any and all Alterations shall be promptly paid by Tenant so that the Demised
      Premises at all times shall be free of any and all liens for labor and/or
      materials supplied for any Alterations. 

    


    ARTICLE
      VII

    REPAIRS
      AND MAINTENANCE

    


    Tenant,
      at its sole cost and expense, shall maintain the Demised Premises and each
      part
      thereof, structural and non-structural, in good order and condition and, subject
      to the terms and conditions of Article VI, if and as applicable, shall make
      any
      necessary Repairs thereto, interior and exterior, whether extraordinary,
      foreseen or unforeseen. When used in this Article VII, the term "Repairs" shall
      include all such replacements, renewals, alterations, additions and betterments
      necessary for Tenant to properly maintain the Demised Premises in good order
      and
      condition and in compliance with all applicable laws. The necessity for, and
      adequacy of, any and all Repairs to the Demised Premises required or conducted
      pursuant to this Article VII shall be measured by and meet, at a minimum, all
      of
      the following standards: (1) at least equal in quality and class to the
      condition of the Demised Premises prior to the need for such Repairs; (2) at
      least equal in quality and class to the condition of buildings and related
      facilities of similar construction and class in the general geographic area
      of
      the Demised Premises are generally maintained; (3) subject to the terms and
      conditions of Article VI, avoidance of any and all structural damage or injury
      to the Building or persons therein; (4) any and all maintenance, service,
      operation and repair standards and requirements set forth by Tenant
      for its (or
      its
      subsidiaries’ or affiliates’) restaurants;
      (5) any and all repairs, replacements or upgrades necessary to ensure compliance
      with the
      rules
      and regulations of all governmental agencies, including
      all
      Environmental
      Laws
      (as
      defined below);
      and (6)
      no mold which inhibits or impairs the intended use of the Demised Premises
      shall
      be permitted to remain unabated at the Demised Premises. Landlord shall have
      no
      duty whatsoever to maintain, replace, upgrade, or repair any portion of the
      Demised Premises. If Tenant fails or neglects to make all necessary Repairs
      or
      fulfill its other obligations as set forth above, then Landlord or its agents
      may enter the Demised Premises for the purpose of making such Repairs or
      fulfilling those obligations. All costs and expenses incurred as a consequence
      of Landlord's action shall be paid by Tenant to Landlord as Additional Rent
      within fifteen (15) days after Landlord delivers to Tenant copies of invoices
      for such Repairs or other obligations. These invoices shall be prima facie
      evidence of the payment of the charges to be paid by Landlord. Except in the
      case of emergency, Landlord shall refrain from taking any such action unless
      Tenant has not commenced and diligently pursued making such repairs or
      fulfilling such obligations within thirty (30) days after Landlord delivers
      written notice of the proposed actions to be taken by Landlord.



    
      
        
        

      

      
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    ARTICLE
      VIII

    COMPLIANCE
      WITH LAW

    


    Tenant
      shall, throughout the Lease Term, at its sole cost and expense, comply, in
      all
      material respects, with all laws and regulations of federal, state, municipal
      and local governments, departments, commissions and boards pursuant to law,
      or
      directives or orders issued pursuant thereto, including without limitation
      all
      Environmental Laws and the Americans With Disabilities Act, with respect to,
      regarding, or pertaining to the Demised Premises. Notwithstanding the foregoing,
      Tenant may, subject to the terms and conditions of this Section, contest or
      appeal such requirements or orders. To the extent any such contest or appeal
      by
      Tenant suspends any and all obligations on the part of Tenant, Landlord, or
      the
      Demised Premises to comply with such requirements or orders, and suspends any
      and all applicability of such requirements or orders to the Demised Premises,
      Tenant shall not be required to comply with any such laws, regulations, orders,
      requirements or rules. In no event shall any such appeals, contests or
      proceedings pursued by Tenant subject Landlord to criminal liability or any
      civil liability. Upon final resolution of any such appeal, proceeding or contest
      pursued by Tenant, Tenant shall comply with the judgment, finding or order
      of
      the governmental authority so resolving such appeal, proceeding or contest,
      and
      shall be liable in full for any and all fines, penalties, charges or costs
      of
      any type whatsoever which accrue during the pendency of any contest or appeal.
      

    


    
      
        
        

      

      
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    ARTICLE
      IX

    UTILITIES

    


    Without
      limiting any of Tenant’s obligations set forth in Article III, Tenant shall be
      solely responsible for, and shall pay the cost of all utility services provided
      to the Demised Premises throughout the Lease Term.

    


    ARTICLE
      X

    DISCLAIMER
      AND INDEMNITY

    


    Section
      10.01 As
      used
      in this Lease, (x) “Landlord Parties” means, collectively, Landlord, Landlord’s
      Affiliates and Landlord’s Lender; (y) “Landlord’s Affiliates” means Landlord’s
      members, partners, officers, directors, shareholders, employees, or any person
      or entity that directly or indirectly through one or more intermediaries
      controls, is controlled by, or is under common control with Landlord, (for
      purposes of this definition, the term “control,” “controlled by” or “under
      common control with” means the power, direct or indirect, to direct or cause the
      direction of the management and policies of Landlord, whether through the
      ownership of voting stock, by contract, as trustee or executor, or otherwise);
      and (z) “Landlord’s Lender” means any persons or entities providing financing to
      Landlord or Landlord’s Affiliates. To the extent not prohibited by law, none of
      the Landlord Parties
      shall
be
      (and
      Tenant hereby agrees that they shall not
      be)
      liable,
      under any circumstances (except only Landlord (and not any other Landlord
      Parties)
      in the
      event of, and then only to the extent directly attributable to, Landlord’s gross
      negligence or willful misconduct),
      for
      any loss, injury, death or damage to person or property (including but not
      limited to the business or any loss of income or profit therefrom) of Tenant,
      Tenant's members, officers, directors, shareholders, agents, employees,
      contractors, customers, invitees or any other person in or about the Demised
      Premises, whether the same are caused by (1) fire, explosion, falling plaster,
      steam, dampness, electricity, gas, water, rain or (2) breakage, leakage or
      other
      defects of sprinklers, wires, appliances, plumbing fixtures, water or gas pipes,
      roof, air conditioning, lighting fixtures, street improvements, or subsurface
      improvements or (3) theft, acts of God, acts of the public enemy, riot, strike,
      insurrection, war, court order, requisition or order of governmental body or
      authority, or (4) any act or omission of any other occupant of the Demised
      Premises or any other party, or (5) operations in construction of any private,
      public or quasi-public work, or (6) any other cause, including damage or injury
      which arises from the condition of the Demised Premises, from occupants of
      adjacent property, from the public, or from any other sources or places, and
      regardless of whether the cause of such damage or injury or the means of
      repairing the same are inaccessible to Tenant, or which may arise through
      repair, alteration or maintenance of any part of the Demised Premises or failure
      to make any such repair, from any condition or defect in, on or about the
      Demised Premises including any “Environmental Conditions” (as defined in Article
      XXXVII) or the presence of any mold or any Hazardous Materials (as defined
      in
      Article XXXVII), or from any other condition or cause whatsoever. 

    


    
      
        
        

      

      
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    Section
      10.02
      Tenant
      hereby fully and forever releases, discharges, acquits, and
      agrees
      to
      indemnify, protect,
      defend
      (with counsel selected by Tenant and approved by Landlord, such approval not
      to
      be unreasonably withheld) and hold the Demised Premises,
      and
each
      of
the
      Landlord
      Parties
      wholly
      free and harmless of, from and against any and all claims, demands, actions,
      causes of action, settlements, obligations, duties, indebtedness, debts,
      controversies, losses, remedies, choses in action, liabilities, costs,
      penalties, fines, damages, injury, judgments, forfeiture, losses (including
      without limitation diminution in the value of the Demised Premises) or expenses
      (including without limitation reasonable attorneys' fees, consultant fees,
      testing and investigation fees, expert fees and court costs), whether known
      or
      unknown, whether liquidated or unliquidated: (a) arising out of or in any way
      related to or resulting directly or indirectly from: (i) the use, occupancy
      or
      activities of Tenant, its agents, employees, contractors or invitees in or
      about
      the Demised Premises, (ii) any failure on the part of Tenant to comply with
      any
      applicable law, including without limitation all Environmental Laws;
      (iii)
      any default or breach by Tenant in the performance of any obligation of Tenant
      under this Lease; (iv) any other loss, injury or damage described in Section
      10.01 above caused (whether
      by action or omission)
      by
      Tenant, its agents, employees, contractors or invitees; and (v) in connection
      with mold at the Demised Premises; and (b) whether heretofore now existing
      or
      hereafter arising out of or in any way related to or resulting directly or
      indirectly from the presence or “Release” (as defined in Article XXXVII) at, on,
      under to or from the Demised Premises of any Hazardous
      Material; provided, however, that the foregoing indemnity shall not be
      applicable to the extent any such claims are directly attributable to the gross
      negligence or willful misconduct of such
      Landlord
      Party.
      All of
      the personal or any other property of Tenant kept or stored at, on or about
      the
      Demised Premises shall be kept or stored at the risk of Tenant.

    


    Section
      10.03
      Tenant
      hereby fully and forever releases, discharges, acquits, and
      agrees to indemnify, protect, defend
      (with counsel selected by Tenant and approved by Landlord, such approval not
      to
      be unreasonably withheld) and hold the Demised Premises, and all
      Landlord
      Parties
      wholly
      free and harmless of, from and against any and all claims, demands, actions,
      causes of action, settlements, obligations, duties, indebtedness, debts,
      controversies, losses, remedies, choses in action, liabilities, costs,
      penalties, fines, damages, injury, judgments, forfeiture, losses (including
      without limitation diminution in the value of the Demised Premises) or expenses
      (including without limitation reasonable attorneys' fees, consultant fees,
      testing and investigation fees, expert fees and court costs), whether known
      or
      unknown, hereafter arising, whether liquidated or unliquidated, arising out
      of
      or in any way related to or resulting directly or indirectly from work or labor
      performed, materials or supplies furnished to or at the request of Tenant or
      in
      connection with obligations incurred by or performance of any work done for
      the
      account of Tenant in, on or about the Demised Premises.

    


    Section
      10.04
      Landlord
      and Tenant each (a) represent to the other party that such representing party
      has dealt with no broker or brokers in connection with the negotiation,
      execution and delivery of this Lease and (b) hereby agrees
      to
      indemnify, defend,
      protect
      (with
      counsel selected by the other party) and hold
      such
      other party wholly free and harmless of, from and against any and all claims
      or
      demands for any and all brokerage commissions and/or finder's fees due or
      alleged to be due as a result of any agreement or purported agreement made
      by
      such indemnifying party. 

     

    
      
        
        

      

      
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    Section
      10.05
      The
      provisions of this Article
      X shall
      survive the expiration or sooner termination of this Lease. Tenant hereby waives
      the provisions of any applicable laws restricting the release of claims which
      the releasing parties do not know or suspect to exist at the time of release,
      which, if known, would have materially affected Tenant's decision to agree
      to
      this release. In this regard, Tenant hereby agrees, represents, and warrants
      to
      Landlord that Tenant realizes and acknowledges that factual matters now unknown
      to Tenant may hereafter give rise to causes of action, claims, demands, debts,
      controversies, damages, costs, losses and expenses which are presently unknown,
      unanticipated and unsuspected, and Tenant further agrees, represents and
      warrants that the release provided hereunder has been negotiated and agreed
      upon
      in light of that realization and that Tenant nevertheless hereby intends to
      release, discharge and acquit the parties set forth herein above from any such
      unknown causes of action, claims, demands, debts, controversies, damages, costs,
      losses and expenses which are in any manner set forth in or related to this
      Lease, the Demised Premises and all dealings in connection
      therewith.

    


    ARTICLE
      XI

    INSURANCE

    


    Section
      11.01 

    


    (a) Liability
      Insurance.
      Throughout the Lease Term, Tenant shall, at its sole expense, provide and cause
      to be maintained comprehensive general public liability insurance with an
      insurance company licensed to do business in each state in which the Demised
      Premises is located and which is approved by Landlord (which approval shall
      not
      be unreasonably withheld), against claims for bodily injury, death or property
      damage occurring on, in or about each of the Demised Premises, such insurance
      to
      afford a minimum coverage protection of not less than Two Million Dollars
      ($2,000,000) combined single limit (per occurrence) for injury to, or death
      of,
      persons and loss of, or damage to, property. Such coverage shall include a
      contractual obligation endorsement covering Tenant's duties and obligations
      under Article X above. Landlord may require increases in coverage from Tenant
      from time to time as required by any lender of Landlord. 

    


    (b) Property
      Insurance.
      Throughout the Lease Term, Tenant shall maintain property insurance against
      loss
      or damage by fire and such other risks to the Building (including, but not
      limited to, Tenant's inventory, equipment and/or trade fixtures), as are
      included in so-called "all-risks extended coverage" endorsements, in an amount
      equal to the full replacement cost thereof in a stipulated amount, with change
      of condition, exclusive of the cost of foundations, excavations and footings,
      with a replacement cost endorsement without any deduction being made for
      depreciation. Said
      policy shall contain coverage for loss of rents insurance which will cover
      the
      Fixed Rent and Additional Rent for a period of up to one (1) year.

     

    
      
        
        

      

      
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    (c) In
      addition to the other insurance required under this Section 11.01, for so long
      as Tenant shall serve liquor or other alcoholic beverages in or from the Leased
      Premises, Tenant agrees to maintain minimum limits of coverage of at least
      Two
      Million Dollars ($2,000,000) under an umbrella policy covering excess “liquor
      law” liability (sometimes also known as “Dram Shop”
      insurance) which shall insure Tenant and Landlord, and all of those claiming
      by,
      through or under Landlord, against any and all claims, demands or actions for
      personal bodily injury to, or death of, one person or multiple persons in one
      or
      more accidents, and for damages to property, so that at all times Landlord
      will
      be fully protected against claims that may arise by reason of or in connection
      with the sale, dispensing and consumption of liquor and alcoholic beverages
      in,
      on, at, from or about the Leased Premises.

    


    Section
      11.02
      All
      insurance provided for in this Article shall be effected under policies issued
      by insurers with at least an A rating by A.M. Best's Insurance Guide. No
      insurance policy may have a deductible amount exceeding $25,000.00 ($50,000.00
      with respect to wind damage) per occurrence. Tenant shall provide to Landlord,
      beginning on the Effective Date and continuing annually thereafter with
      certificates (or other evidence reasonably requested by Landlord) from all
      applicable insurance carriers evidencing the payment of premiums or accompanied
      by other evidence of such payment (e.g., receipts, canceled checks) reasonably
      satisfactory to Landlord. 

    


    Section
      11.03
      The
      policies of insurance required under this Article XI shall name Tenant as the
      named insured and Landlord Parties
      (as defined in Section 10.01 above) as
      additional named insureds as their interests may appear, with primary coverage
      in favor of all additional named insureds (and with provisions that any other
      insurance carried by any additional insured or Landlord shall be
      non-contributing and that naming Landlord and other
      Landlord
      Parties
      as additional insureds shall not negate any right Landlord or other
      Landlord
      Parties
      would have had as claimants under the policy if not so named). All insurance
      policies required under this Article XI also shall provide that the beneficial
      interest of Landlord in such policies shall be fully transferable. All policies
      referred to in Section 11.01(b) above shall provide that the proceeds of all
      such policies shall be made payable to the account of both Landlord and Tenant
      to be disbursed in accordance with the provisions of, and for the purposes
      set
      forth in, Article XII hereof. 

    


    Section
      11.04
      Any
      insurance provided for in this Article may be effected by a blanket policy
      or
      policies of insurance, or under so-called "all-risk" or "multi-peril" insurance
      policies, provided that the amount of the total insurance available with respect
      to the Demised Premises shall provide coverage and indemnity at least equivalent
      to separate policies in the amounts herein required, and provided further that
      in other respects, any such policy or policies shall comply with the provisions
      of this Article. Any increased coverage provided by individual or blanket
      policies shall be satisfactory, provided the aggregate liability limits covering
      the Demised Premises under such policies shall otherwise comply with the
      provisions of this Article. 

    


    Section
      11.05
      Every
      insurance policy carried by either party with respect to the Demised Premises
      shall (if it can be so written) include provisions waiving the insurer's
      subrogation rights against the other party to the extent such rights can be
      waived by the insured prior to the occurrence of damage or loss. Subject to
      the
      above, each party hereby waives any rights of recovery against the other party
      for any direct damage or consequential loss covered by said policies against
      which such party is protected by insurance whether or not such damage or loss
      shall have been caused by any acts or omissions of the other party, but such
      waiver shall operate only to the extent such waiving party is so protected
      by
      such insurance coverage.

    


    
      
        
        

      

      
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    Section
      11.06
      Each
      insurance policy required to be carried by Tenant hereunder shall include a
      provision requiring the insurance carrier insuring such policy to provide
      Landlord with not less than thirty (30) days’ prior written notice of any
      threatened or actual lapse, cancellation, reduction, or other material change
      in
      such policy’s coverage or its terms. If any insurance policy required to be and
      in fact carried by Tenant and covering the Demised Premises or any part thereof
      is cancelled or is threatened by the insurer to be cancelled (other than in
      the
      case of the lapse of the policy at the end of its stated term), or if the
      coverage thereunder is reduced in any way by the insurer for any reason, and
      if
      Tenant fails to remedy the condition giving rise to cancellation, threatened
      cancellation, or reduction of coverage within 48 hours after notice thereof
      by
      Landlord, Landlord may, in addition to all other rights and remedies available
      to Landlord, enter the Demised Premises and remedy the condition giving rise
      to
      such cancellation, threatened cancellation or reduction, and Tenant shall
      forthwith pay the cost thereof to Landlord (which cost may be collected by
      Landlord as Additional Rent) and Landlord shall not be liable for any damage
      or
      injury caused to any property of Tenant or of others located on the Demised
      Premises as a result of any such entry. In the event Tenant fails to procure
      or
      maintain any policy of insurance required under Article XI, Landlord may, at
      its
      option, purchase such insurance and charge Tenant all costs and expenses
      incurred in procuring and maintaining such insurance as Additional
      Rent.

    


    ARTICLE
      XII

    DAMAGE
      OR DESTRUCTION

    


    Section
      12.01
      Subject
      to the provisions of Section 12.04 and Section 12.05 below, if at any time
      during the Lease Term, the Demised Premises or any part thereof shall be damaged
      or destroyed by fire or other casualty of any kind or nature, Tenant shall
      proceed within ninety (90) days after the first date of such damage or
      destruction with commercially reasonable due diligence to repair, replace or
      rebuild the Demised Premises as nearly as possible to its condition and
      character immediately prior to such damage with such variations and Alterations
      requested by Tenant as may be permitted under (and subject to the provisions
      of
      )
      Article
      VI (the "Restoration Work").

    


    Section
      12.02
      All
      property and casualty insurance proceeds payable to Landlord or Tenant (except
      (i) insurance proceeds payable to Tenant on account of Tenant's trade fixtures
      or inventory and business interruption insurance carried by Tenant and (ii)
      insurance proceeds payable from comprehensive general public liability, or
      any
      other liability insurance) at any time as a result of casualty to the Demised
      Premises shall be paid jointly to Landlord and Tenant for purposes of payment
      for the cost of the Restoration Work, except as may be otherwise expressly
      set
      forth herein, and advanced from time to time for such purposes as the work
      progresses upon certified request of Tenant's architect. Landlord and Tenant
      shall cooperate in order to obtain the largest possible insurance award lawfully
      obtainable and shall execute any and all consents and other instruments and
      take
      all other actions necessary or desirable in order to effectuate same and to
      cause such proceeds to be paid as hereinbefore provided. The proceeds of any
      such insurance in the case of loss shall, to the extent necessary, be used
      first
      for the Restoration Work with the balance, if any, payable to Tenant. If
      insurance proceeds as a result of a casualty to the Demised Premises are
      insufficient to complete the Restoration Work necessary by reason of such
      casualty, then Tenant shall supply promptly the balance of the amount necessary
      to complete the Restoration Work. If Tenant so supplies such balance, then
      the
      funds so supplied by Tenant shall first be used in their entirety for the
      Restoration Work, and only after all such funds have been fully expended shall
      the insurance proceeds collected by reason of such casualty be used and
      expended. 

    


    
      
        
        

      

      
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    Section
      12.03
      Except
      as provided for in Section 12.04, this Lease shall not be affected in any manner
      by reason of the total or partial destruction to the Demised Premises or any
      part thereof, or any reason whatsoever, and Tenant, notwithstanding any law
      or
      statute, present or future, waives all rights to quit or surrender any Demised
      Premises or any part thereof. Fixed Rent and Additional Rent required to be
      paid
      by Tenant hereunder shall not abate as a result of any casualty.

    


    Section
      12.04 

    


    (a) Notwithstanding
      Section 12.01 above, if the Building is destroyed or damaged in excess of
      Twenty-Five percent (25%) of the replacement cost thereof (the Demised Premises
      at which the Building is located is hereafter referred to as the “Casualty
      Property”), exclusive of foundation and footings, by fire or other insured
      casualty at any time during the last two (2) years of the Lease Term, then
      Tenant shall have the right, at its election, to terminate this Lease by giving
      Landlord written notice of termination within sixty (60) days after the date
      on
      which such damage or destruction occurs. Such termination shall be effective
      on
      the last day of the month following the month in which Tenant gives Landlord
      notice of its election to so terminate. In such event, Landlord shall be
      entitled to all insurance proceeds payable pursuant to the policy carried by
      Tenant pursuant to Section 11.01(b) above, except amounts payable with respect
      to Tenant's inventory, equipment and/or trade fixtures or moveable trade
      fixtures.

    


    (b) In
      the
      event of the termination of the Lease, Tenant shall pay to Landlord, prior
      to
      such termination date, an amount equal to the Fixed Rent and any then accrued
      Additional Rent payable under this Lease to the date of such termination. With
      respect to any amounts of Additional Rent which are payable by Tenant in the
      event of such termination, but which are not then ascertainable, Tenant shall
      pay to Landlord an amount equal to such Additional Rent as and when the same
      is
      determined. This Section 12.04 shall survive expiration or termination of the
      Lease.

     

    ARTICLE
      XIII

    EMINENT
      DOMAIN

    


    Section
      13.01
      If more
      than fifty percent (50%) of the Demised Premises, fifty percent (50%) of the
      existing access to or from the Demised Premises, or fifty percent (50%) of
      the
      parking available at the Demised Premises shall be taken for any public or
      quasi-public use under any statute or by right of eminent domain, or by purchase
      in lieu thereof and such taking makes the Demised Premises unusable for the
      purposes set forth in Article IV, then this Lease shall terminate as of the
      date
      that possession has been so taken (the "Vesting Date").

     

    
      
        
        

      

      
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    Section
      13.02 

    


    (a) In
      the
      event of a taking of less than or equal to fifty percent (50%) of the Demised
      Premises, Tenant may elect to terminate this Lease and not restore such Demised
      Premises if, by reason of the taking, the taking shall result in a diminution
      in
      value of more than 20% of the Demised Premises and as a result of such taking
      Tenant’s business at the Demised Premises has been materially and adversely
      affected. Tenant’s business at the Demised Premises will be deemed materially
      adversely affected only if there
      is
(i)
      a
      taking of a portion of the Building located at the Premises making
      reconfiguration uneconomical, (ii) a taking of access to the Demised Premises
      in
      which an alternative access provides significantly reduced traffic counts (iii)
      a taking of a significant number of parking spaces where alternative parking
      spaces are not available, or (iv) a
      taking
      that
      would
      preclude use of the Property for its current use under applicable zoning or
      other use regulations. 

    


    (b) In
      the
      event Tenant elects by reason of any of the foregoing events described in this
      Article XIII to terminate the Lease as to a Demised Premises (“Condemned
      Property”), Tenant shall give written notice to Landlord of its intention to so
      terminate within ninety (90) days after formal notice of the proposed taking
      is
      given to Tenant, and this Lease shall terminate as of the last day of the
      calendar month following the month in which such notice is given. In the event
      the condemning authority revokes or terminates its condemnation proceeding,
      Landlord, prior to the date set for termination of this Lease, may, by notice
      to
      Tenant, elect to rescind such termination. In the event of such termination,
      however, Tenant shall pay to Landlord, prior to such termination date, an amount
      equal to the Fixed Rent and any then accrued Additional Rent payable under
      this
      Lease to the date of such termination, and neither party shall have any further
      rights or liabilities under this Lease (except
      for rights and liabilities that explicitly survive termination or expiration
      of
      the Lease as set forth herein).
      With
      respect to any items of Additional Rent which are payable by Tenant in the
      event
      of such termination, but which are not then ascertainable, Tenant shall pay
      to
      Landlord an amount equal to such Additional Rent as and when the same is
      determined. The covenants and agreements with respect to the adjustment and
      payment of items of Additional Rent shall survive the termination of this
      Lease.

    


    Section
      13.03
      In the
      event of a taking resulting in the termination of this Lease with respect to
      a
      Condemned Property pursuant to the provisions of Sections 13.01 or 13.02, the
      parties hereto agree to cooperate in applying for and in prosecuting any claim
      for such taking and further agree that the aggregate net award shall be
      distributed as follows:

    


    (a) Landlord
      shall be entitled to the entire award for the Condemned Property.

    


    (b) Tenant
      shall be entitled to any award that may be made for the taking of, or injury
      to
      or on account of, any cost or loss Tenant may sustain in the removal of its
      merchandise, fixtures, moveable trade fixtures and equipment and furnishings,
      and so long as it does not diminish the amount of the award otherwise available
      to Landlord for the Condemned Property, the award for loss of business and
      goodwill.

    


    
      
        
        

      

      
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    Section
      13.04 

    


    (a) In
      case
      of a taking of less than or equal to fifty percent (50%) of the Demised
      Premises, and if this Lease is not terminated as provided in Section 13.02
      above, Tenant shall proceed with diligence (subject to reasonable time periods
      for purposes of adjustment of any award and unavoidable delays) to repair or
      reconstruct the affected Building to a complete architectural unit (all such
      repair, reconstruction and work being referred to in this Article as
      "Reconstruction Work"). Landlord shall reimburse Tenant for the cost of the
      Reconstruction Work up to and not exceeding the net compensation amount realized
      by Landlord as a result of such taking (i.e., the gross amount of the
      compensation received by Landlord from the taking authority less all reasonable
      costs and expenses incurred by Landlord in pursuing, prosecuting, and/or
      recovering its claim to such award).
      All
      Reconstruction Work shall be performed pursuant to (and subject to) the
      requirements for Alterations set forth in Article VI.

    


    (b) In
      case
      of a taking of less than substantially all of the Demised Premises, and if
      this
      Lease is not terminated as provided in Section 13.02 above, the monthly Fixed
      Rent payable hereunder shall, from and after the date of such taking, be reduced
      by an amount equal to the product of (i) 1/12 multiplied by (ii) 7% multiplied
      by (iii) the net condemnation proceeds retained by Landlord after the
      application of any such proceeds to the repair, restoration or replacement
      necessitated by the condemnation taking.

    


    (c) Tenant
      shall be entitled to claim, prove and receive in any condemnation proceeding
      such awards as may be allowed for loss of business and goodwill, provided such
      award shall not diminish the amount of the award otherwise available to Landlord
      for the Demised Premises hereunder.

    


    (d) Any
      compensation for a temporary taking shall be payable to Tenant without
      participation by Landlord, except to the proportionate extent such temporary
      taking extends beyond the end of the Lease Term, and there shall be no abatement
      of Rent as a result thereof.

    


    ARTICLE
      XIV

    COVENANTS
      OF LANDLORD AND TENANT

    


    Section
      14.01
      Landlord
      and Tenant represent, warrant and covenant to the other as follows:

    


    (a) Landlord
      currently has, and as of the Effective Date will continue to have, the right
      and
      lawful authority to enter into this Lease and perform Landlord's obligations
      hereunder.

    


    
      
        
        

      

      
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    (b) Tenant
      has the right and lawful authority to enter into this Lease and perform Tenant's
      obligations hereunder.

    


    (c) From
      and
      after the Effective Date until the termination of the Lease Term, and provided
      Tenant is not in default beyond expiration of all applicable cure periods under
      this Lease, Tenant
      shall have quiet enjoyment of the Demised Premises as against any adverse claim
      of Landlord or any party claiming under Landlord subject, however, to the terms
      of the Lease, the Diligence Matters and any agreement between Tenant and any
      such party claiming under Landlord.

    


    ARTICLE
      XV

    INSOLVENCY

    


    Section
      15.01
      If at
      any time during the Lease Term, (1) proceedings in bankruptcy shall be
      instituted (voluntarily or involuntarily) by or against Tenant which result
      in
      an adjudication of bankruptcy, or (2) if Tenant shall file, or any creditor
      or
      other person shall file against Tenant,
      any
      petition in bankruptcy (i.e., seeking any reorganization, arrangement,
      composition, readjustment, liquidation, dissolution or similar relief) under
      the
      Bankruptcy Act of the United States of America (or under any other present
      or
      future statute, law or regulation), and such filing is not vacated or withdrawn
      within sixty (60) days thereafter, or (3) if a trustee or receiver shall be
      appointed to take possession of the Demised Premises, or of all or substantially
      all of the business or assets of Tenant,
      and
      such appointment is not vacated or withdrawn and possession restored to
      Tenant,
      within
      thirty (30) days thereafter, or (4) if a general assignment or arrangement
      is
      made by Tenant for the benefit of creditors, or (5) if any sheriff, marshal,
      constable or other duly-constituted public official takes possession of the
      Demised Premises, or of all or substantially all of the business or assets
      of
      Tenant by authority of any attachment, execution, or other judicial seizure
      proceedings, and if such attachment or other seizure remains undismissed or
      undischarged for a period of thirty (30) days after the levy thereof, or (6)
      if
Tenant shall
      admit in writing Tenant’s inability to pay its debts as they become due; the
      filing by Tenant of an answer admitting or failing timely to contest a material
      allegation of a petition filed against Tenant in any such proceeding; or, if
      within sixty (60) days after the commencement of any proceeding against
      Tenant seeking
      any reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under any present or future statute, law or
      regulation, such proceeding shall not have been dismissed, then an Event of
      Default under this Lease shall have occurred on the part of Tenant and Landlord
      may, at its option in any of such events, on thirty (30) days notice to Tenant,
      if such action is not vacated or withdrawn, immediately recapture and take
      possession of the Demised Premises and terminate this Lease pursuant to process
      of law.

    


    ARTICLE
      XVI

    DEFAULT

    


    Section
      16.01 Events
      Of Default.
      The
      occurrence of any of the following shall constitute an event of default (“Event
      of Default”) on the part of Tenant:

    


    
      
        
        

      

      
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    (a) Nonpayment
      Of Rent.
      Failure
      to pay any installment of Fixed Rent or Additional Rent due and payable
      hereunder within
      five (5) business days after written notice to Tenant.

    


    (b) Insolvency.
      The
      occurrence of any event described in Article XV above. In the event that under
      applicable law the trustee in bankruptcy or Tenant has the right to affirm
      this
      Lease and continue to perform the obligations of Tenant hereunder, such trustee
      or Tenant shall, within such time period as may be permitted by the bankruptcy
      court having jurisdiction, cure all defaults of Tenant hereunder outstanding
      as
      of the date of the affirmance of this Lease and provide to Landlord such
      adequate assurances as may be necessary to ensure Landlord of the continued
      performance of Tenant's obligations under this Lease.

    


    (c) Cross-Default.
      A
      default by Tenant after applicable notice and cure period, in connection with
      its lease from Landlord of the real property situated in Ocala, Florida (“Ocala
      Lease”) but only so long as Landlord is the landlord under this Lease and the
      Ocala Lease. Conversely, so long as Landlord is the landlord under the Lease
      and
      the Ocala Lease, a default under this Lease, after applicable notice and cure
      period, will also constitute a default under the Ocala Lease. 

    


    (d) Intentionally
      Deleted.

    


    (e) Environmental.
      Tenant's violations of any Environmental Laws or the Release of any Hazardous
      Materials, or the failure to abate the presence of mold which would inhibit
      or
      impair the intended use of the Demised Premises, such failure continuing for
      a
      period of thirty (30) days after written notice of such failure, or such longer
      period as is reasonably necessary to remedy such default, provided that Tenant
      commences an appropriate response action for such violation or Release within
      such thirty (30) day period and continuously and diligently pursues such remedy
      at all times until complete.

    


    (f) Delivery
      of Documents.
      The
      failure by Tenant to deliver any of the documents required pursuant to Section
      3.03(b), 26.01 or 36.01 within the time periods required pursuant to such
      sections.

    


    (g) Reserved.

    


    (h) Other
      Obligations.
      The
      failure by Tenant to timely perform any obligation, agreement or covenant under
      this Lease, other than those matters specified in Sections 16.01(a)-(f) above,
      and such failure continuing for a period of thirty (30) days after written
      notice of such failure is delivered to Tenant (or such longer period, up to
      but
      not exceeding an additional ninety (90) days, as is reasonably necessary to
      remedy such default, provided that Tenant commences the remedy within such
      thirty (30) day period and continuously and diligently pursues such remedy
      at
      all times during the additional ninety (90) day period.)

    


    
      
        
        

      

      
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    Section
      16.02 Remedies
      Upon Default.
      If an
      Event of Default by Tenant occurs, then, in addition to any other remedies
      available to Landlord at law or in equity or elsewhere hereunder, Landlord
      shall
      have the following remedies:

    


    (a) Termination.
      Landlord shall have the right, with or without notice or demand, immediately
      upon expiration of any applicable grace period specified herein, to terminate
      this Lease, and at any time thereafter recover possession of all or any portion
      of the Demised Premises or any part thereof and expel and remove therefrom
      Tenant and any other person occupying the same by any lawful means, and
      repossess and enjoy all or any portion of the Demised Premises without prejudice
      to any of the remedies that Landlord may have under this Lease. If Landlord
      elects to terminate the Lease, Landlord shall also have the right to reenter
      the
      Demised Premises and take possession of and remove all equipment and fixtures
      of
      Tenant, if any, in such Demised Premises, and to operate the restaurant at
      the
      Demised Premises. In connection with any such repossession, Tenant (and any
      affiliate of Tenant holding a liquor license with respect to the Demised
      Premises) shall provide reasonable cooperation in transferring its
      liquor license to Landlord, or in assisting Landlord in obtaining a liquor
      license. Tenant (and Tenant’s affiliate) agree upon Landlord’s written request,
      to grant a security interest to Landlord in the liquor license at the Demised
      Premises to secure Tenant’s obligations hereunder, provided that the grant of
      such security interest does not violate any state or local law or ordinance.
      Upon any assignment or foreclosure of Tenant’s liquor license, Tenant’s
      liability to Landlord on account of any default under this Lease shall be
      reduced by the fair market value of the liquor license so transferred to
      Landlord. If Landlord elects to terminate this Lease and Tenant's right to
      possession, or if Tenant's right to possession is otherwise terminated by
      operation of law, Landlord may recover as damages from Tenant the following:
      (i)
      all Rent then due under the Lease; (ii) the Rent due for the remainder of the
      Lease Term (discounted by the discount rate of the Federal Reserve Bank of
      San
      Francisco plus one percent (1%)),
      not to exceed, in any event 6%;
      (iii)
      the cost of reletting the Demised Premises; and (iv) any other costs and
      expenses that Landlord may reasonably incur in connection with the Event of
      Default. Landlord shall use commercially
      reasonable efforts to mitigate Tenant’s damages for any such default; provided,
      however, that Landlord’s efforts to mitigate shall not waive Landlord's right to
      recover damages which are calculated consistent with Landlord’s duty to
      mitigate.

    


    (b) Continuation
      After Default.
      If
      Landlord does not elect to terminate this Lease, then this Lease shall continue
      in effect, and Landlord may enforce all of its rights and remedies under this
      Lease, including, without limitation, the right to recover Rent as it becomes
      due, and Landlord, without terminating this Lease, may exercise all of the
      rights and remedies of a landlord under New York law. Landlord shall not be
      deemed to have terminated this Lease except by an express statement in writing.
      Acts of maintenance or preservation, efforts to relet the Demised Premises,
      or
      the appointment of a receiver upon application of Landlord to protect Landlord's
      interest under this Lease shall not constitute an election to terminate Tenant's
      right to possession unless such election is expressly stated in writing by
      Landlord. Notwithstanding any such reletting without such termination, Landlord
      may at any time thereafter elect to terminate Tenant's right to possession
      and
      this Lease. If Landlord elects to relet the Demised Premises for the account
      of
      Tenant, the rent received by Landlord from such reletting shall be applied
      as
      follows: first, to the payment of any and all costs of such reletting
      (including, without limitation, reasonable attorneys’
fees,
      brokers' fees, alterations and repairs to any of the Demised Premises, and
      tenant improvement costs); second, to the payment of any and all indebtedness
      other than Rent due hereunder from Tenant to Landlord; third, to the payment
      of
      any and all Rent
      due
      and unpaid hereunder; and the balance, if any, shall be held by Landlord and
      applied in payment of future Rent as it becomes due. If the rent received from
      the reletting is less than the sum of the costs of reletting, other indebtedness
      due by Tenant, and the Rent due by Tenant, then Tenant shall pay the deficiency
      to Landlord promptly upon demand by Landlord. Such deficiency shall be
      calculated and paid monthly. 

     

    
      
        
        

      

      
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    Section
      16.03 Indemnification.
      Nothing
      in this Section shall be deemed to affect Tenant's obligation to
      indemnify,
      defend,
      protect and hold harmless
      Landlord
      and the
      other Landlord Parties
      under
Article
      X
      of this Lease, and such obligation shall survive the termination or expiration
      of this Lease.

    


    Section
      16.04 Waiver
      of Notice/ Performance by Landlord.
      Notwithstanding any provision herein, (a) if Tenant is required to comply with
      any governmental requirement, Tenant shall not be entitled to notice of default
      from Landlord and right to cure beyond the period within which such compliance
      may be required by applicable law or government agency; or (b) if in Landlord's
      reasonable determination the continuance of any default by Tenant for the full
      period of notice provided for herein will constitute a threat of injury or
      harm
      to persons or property, Landlord may, with or without notice, elect to perform
      those acts with respect to which Tenant is in default for the account and at
      the
      expense of Tenant. If by reason of such governmental requirement or default
      by
      Tenant, Landlord is compelled or elects to pay any sum of money, (including
      without limitation reasonable attorneys' fees, consultant fees, testing and
      investigation fees, expert fees and court costs), such sums so paid by Landlord,
      plus an administrative charge of ten percent (10%) of such sums, shall be due
      as
      Additional Rent from Tenant within ten (10) days of written demand therefor
      from
      Landlord.

    


    Section
      16.05 Interest.
      Tenant
      hereby acknowledges that late payment by Tenant to Landlord of Fixed Rent and
      any Additional Rent will cause Landlord to incur costs not contemplated by
      this
      Lease, the exact amount of which will be extremely difficult to ascertain.
      Such
      costs include, but are not limited to, processing and accounting charges and
      late charges which may be imposed on Landlord by the terms of any mortgage
      or
      trust deed covering the Demised Premises. Accordingly, any sum due by Tenant
      to
      Landlord under this Lease which is not paid when due shall bear interest at
      the
      lesser of the prime rate announced from time to time by Wells Fargo Bank, N.A.,
      plus five percent (5%) per annum or the maximum rate allowed under New York
      law,
      not to exceed, in any event 15%, from the date such sum becomes due and payable
      by Tenant hereunder until paid, unless otherwise expressly provided in this
      Lease.
      The
      foregoing shall be in addition to, and not in lieu of, any other rights,
      remedies and charges as a result of any such late payment by Tenant set forth
      in
      this Lease, including without limitation any late charge imposed on any such
      amount as set forth in Section 3.08.

    


    Section
      16.06 Tenant’s
      Subleases.
      If
      Landlord elects to terminate this Lease on account of any Event of
      Default,
      then
      Landlord may: (i) terminate any sublease by a subtenant and any license,
      concession, or other consensual arrangement for possession entered into by
      Tenant and affecting any of the Demised Premises which are not the subject
      of a
      nondisturbance agreement executed by Landlord; or (ii) choose to succeed to
      Tenant’s interest in such arrangement. No payment by a subtenant with respect to
      a sublease shall entitle such subtenant to possession of any Property after
      termination of this Lease and Landlord’s election to terminate the sublease by
      the subtenant. If Landlord elects to succeed to Tenant’s interest in such
      arrangement, then Tenant shall, as of the Effective Date of notice given by
      Landlord to Tenant of such election, have no further right to, or interest
      in,
      any rent or other consideration receivable under that arrangement.

    


    
      
        
        

      

      
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    Section
      16.07 Form
      of Payment After Default.
      If
      Tenant fails to pay any amount due to Landlord under this Lease within five
      (5)
      business days after written notice of such failure is given to Tenant by
      Landlord, or if Tenant attempts to pay any such amount by drawing a check on
      an
      account with insufficient funds, then Landlord shall have the right to require
      that any and all subsequent amounts paid by Tenant to Landlord under this Lease
      (to cure a default or otherwise) be paid in the form of cash, money order,
      cashier’s or certified check drawn on an institution acceptable to Landlord, or
      any other form approved by Landlord in its sole and absolute discretion,
      notwithstanding that Landlord may have previously accepted payments from Tenant
      in a different form.

    


    Section
      16.08 Acceptance
      of Rent Without Waiving Rights.
      No
      payment by Tenant shall be deemed to be other than on account of the earliest
      sum due from Tenant hereunder, nor shall any endorsement or statement by Tenant
      on any check or any letter accompanying such payment be deemed an accord and
      satisfaction of any amount in dispute between Tenant and Landlord or otherwise.
      Landlord may accept any and all of Tenant’s payments without waiving any right
      or remedy under this Lease, including but not limited to the right to commence
      and pursue an action to enforce rights and remedies under a previously served
      notice of default, without giving Tenant any further notice or
      demand.

    


    Section
      16.09 Waiver
      by Tenant.
      Tenant
      hereby waives all claims for damages that may be caused by Landlord's lawful
      reentering and taking possession of the Demised Premises in accordance with
      the
      provisions of this Lease or removing and storing the property of Tenant as
      herein provided. 

    


    Section
      16.10 Remedies
      Cumulative.
      All
      rights, privileges, elections, and remedies of Landlord are cumulative and
      not
      alternative with all other rights and remedies hereunder, at law or in equity
      to
      the fullest extent permitted by law. The exercise of one or more rights or
      remedies by Landlord shall not impair Landlord's rights to exercise any other
      right or remedy to the fullest extent permitted by law.

    


    Section
      16.11 Default
      by Landlord.
      Landlord shall not be in default unless Landlord fails to perform obligations
      required of Landlord within a reasonable time, but in no event later than ten
      (10) days after written notice by Tenant to Landlord and to the holder of any
      first mortgage, deed of trust, deed to secure debt or security deed granted
      by
      Landlord against any portion of the Demised Property whose name and address
      shall have been furnished to Tenant in writing, specifying Landlord’s failure to
      perform such obligation; provided, however, that, if the nature of Landlord’s
      obligation is such that more than ten (10) days are required for performance,
      then Landlord shall not be in default if Landlord commences performance within
      such ten (10) day period and thereafter diligently prosecutes the same to
      completion. Tenant agrees that the mortgagee, beneficiary or trustee under
      any
      such first mortgage, deed of trust, deed to secure debt or security deed shall
      have the right to cure such default on behalf of Landlord within ten (10)
      calendar days after receipt of such notice, and Tenant further agrees not to
      invoke any of its remedies under this Lease until such ten (10) calendar day
      period has elapsed.

     

    
      
        
        

      

      
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    ARTICLE
      XVII

    UNAVOIDABLE
      DELAYS, FORCE MAJEURE

    


    If
      either
      party shall be prevented or delayed from punctually performing any obligation
      or
      satisfying any condition under this Lease by any strike, lockout, labor dispute,
      inability to obtain labor, materials or reasonable substitutes thereof, Acts
      of
      God, present or future governmental restrictions, regulations or control,
      insurrection, sabotage, fire or other casualty, final determination of insurance
      and condemnation claims, or any other condition beyond the control of the party,
      exclusive of financial inability of a party, then the time to perform such
      obligation or satisfy such condition shall be extended by the delay caused
      by
      such event, but only for a reasonable period of time not to exceed, in any
      event, 180 days. The provisions of this Article shall in no event, however,
      operate to delay the Commencement Date or to excuse Tenant from the prompt
      payment of Fixed Rent
      or
      Additional Rent.

    ARTICLE
      XVIII

    NO
      WAIVER

    


    The
      failure of Landlord or Tenant to insist upon strict performance of any of the
      terms and conditions hereof shall not be deemed a waiver of any rights or
      remedies that party or any other such party may have, and shall not be deemed
      a
      waiver of any subsequent breach or default in any of such terms, covenants
      or
      conditions.

    


    ARTICLE
      XIX

    NOTICES

    


    Whenever
      it is provided herein that notice, demand, request or other communication shall
      or may be given to either of the parties by the other, it shall be in writing
      and, any law or statute to the contrary notwithstanding, shall not be effective
      for any purpose unless same shall be given or served as follows:

    


    (a) If
      given
      or served by Landlord, (1) by hand delivery to Tenant, (2) by mailing same
      to
      Tenant by registered or certified mail, postage prepaid, return receipt
      requested, or (3) by delivery by overnight courier such as Federal Express,
      all
      delivered and addressed to Tenant at the following address:

     

    16313
      North Dale Mabry Hwy, Ste 100

    Tampa,
      FL
      33618

    Attn:
      Mr.
      Warren Nelson

    


    
      
        
        

      

      
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    (b) If
      given
      or served by Tenant, (1) by hand delivery to Landlord, (2) by mailing same
      to
      Landlord by U.S. registered or certified mail, postage prepaid, return receipt
      requested, or (3) by delivery by overnight courier such as Federal Express,
      all
      delivered and addressed to Landlord at the following address:

    


    
      	 	 	 	
              Fortress
                Realty Management, LLC

            


    

    5221
      N
      O’Connor, Suite 700

    Irving,
      Texas 75039

    Attn:
      David Pettijohn

    


    (c) All
      notices, demands, requests or other communications hereunder shall be deemed
      to
      have been given or served: (1) if hand delivered, on the date received (or
      the
      date delivery is refused) by the recipient party; (2) if delivered by registered
      or certified mail, three (3) days after the date of posting as marked on the
      U.S. postage receipt; and (3) if by Federal Express or similar overnight courier
      service, on the date of receipt (or the date delivery is refused) by the
      recipient party.

    


    (d) Either
      Landlord or Tenant may at any time during the Lease Term designate one
      additional party to whom copies of notices must be sent.

    


    (e) Either
      Landlord or Tenant may from time to time change its address for receiving
      notices under this Lease by providing written notice to the other party in
      accordance with this Article XIX.

    


    ARTICLE
      XX

    ACCESS

    


    Section
      20.01
      Landlord
      and its designees shall have the right on Twenty-Four (24) hours' prior written
      notice (except in the event of an emergency, where no prior notice shall be
      required) to Tenant to enter upon the Demised Premises at reasonable hours
      accompanied by an employee of Tenant to inspect such Demised Premises or, during
      the period commencing one hundred eighty (180) days prior to the end of the
      Lease Term, for the purpose of exhibiting same to prospective tenants.
      Landlord's right to enter and inspect the Demised Premises shall include the
      right to take samples of Environmental Media (as defined in Article XXXVII)
      as
      necessary to confirm the presence or absence of Hazardous Materials. Such entry
      and/or inspection shall not unreasonably interfere with Tenant's ability to
      conduct its business operations from the Demised Premises.

    


    ARTICLE
      XXI

    SIGNS

    


    No
      sign
      shall be installed on the Demised Premises until all governmental approvals
      and
      permits required therefore are first obtained and all fees pertaining thereto
      have been paid by Tenant. In no event shall Tenant permit the installation
      of
      billboards or similar signs pertaining to or advertising businesses, trade
      names
      or activities other than Tenant's operation of a restaurant. 

    


    
      
        
        

      

      
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    ARTICLE
      XXII

    IMPROVEMENTS
      AND FIXTURES

    


    Section
      22.01
      Any and
      all portions of the Building, all other improvements on the Real Property at
      the
      Commencement Date and all fixtures on the Demised Premises at the Commencement
      Date shall be the property of Landlord. In the event that Tenant installs or
      erects fixtures or improvements to the Demised Premises after the Commencement
      Date, such fixtures or improvements (except those referenced in Section 22.02
      which can be removed without damage to the Demised Premises) shall at the
      expiration or earlier termination of the Lease, become the property of Landlord
      and remain upon and be surrendered with the Demised Premises. Notwithstanding
      the foregoing provisions, Tenant shall be liable for all property taxes,
      assessments, and similar charges assessed against or allocable to any fixtures
      or equipment at the Demised Premises (irrespective of whether such fixtures
      are
      owned by Landlord or Tenant) and which are attributable to any period of time
      during the Lease Term. 

    


    Section
      22.02
      Moveable
      trade fixtures (except the Landlord’s Equipment, as defined in Section 22.03),
      furnished or installed by Tenant on the Demised Premises, shall be and remain
      the property of Tenant and may be removed by Tenant or others entitled to remove
      same at any time during the Lease Term provided that Tenant is not in
default
      of this Lease, provided that such removal shall in no way affect Tenant’s
      covenants with respect to the operation of the Demised Premises pursuant to
      Section 3.09. Tenant shall repair all damage to the Demised Premises caused
      by
      removal of any such trade fixtures by Tenant or its subtenants, licensees or
      mortgagees. Upon default
      of this Lease by Tenant, Landlord shall have the option to purchase any or
      all
      of such trade fixtures, and equipment for $1.00, which option is assignable
      by
      Landlord.

    


    Section
      22.03
      During
      the Lease Term, Tenant shall be entitled to use Landlord’s equipment
      (“Landlord’s Equipment”) in Tenant’s operations at the Demised Premises.
      Landlord’s Equipment shall include the following items located at each Demised
      Premises on the Commencement Date: walk-in coolers/refrigerators, freezers,
      HVAC
      equipment and hoods. Tenant shall keep the Landlord’s Equipment in good working
      order and repair (normal wear and tear, casualty and condemnation excepted),
      shall not remove Landlord’s Equipment from the Demised Premises and shall not
      permit any lien or other encumbrance to attach to Landlord’s Equipment. Tenant
      shall keep the equipment insured and shall be responsible for any casualty
      or
      other loss to Landlord’s Equipment or occasioned by Landlord’s Equipment. Tenant
      may, from time to time, retire or replace Landlord’s Equipment with new items of
      equipment purchased by Tenant, in which event such replaced items of Equipment
      shall become Landlord’s Equipment.

    


    ARTICLE
      XXIII

    END
      OF
      TERM

    


    Upon
      the
      expiration or earlier termination of the Lease Term, Tenant shall peaceably
      and
      quietly quit and surrender the Demised Premises, and all Alterations which
      are
      then part of the Demised Premises, broom clean and in good order and condition,
      subject to reasonable wear and tear and except as provided in Articles XII
      and
      XIII. Tenant shall, within thirty (30) days prior to the end of the Lease Term,
      transfer to Landlord all plans, drawings,
      other
      Alteration Information,
      and
      technical descriptions of the Property, and shall assign to Landlord all
      assignable permits, licenses, authorizations and warranties with respect to
      the
      Property (in each case to the extent not previously transferred or assigned
      to
      Landlord). This Article XXIII shall survive the expiration or termination of
      the
      Lease.

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXIV

    HOLDING
      OVER

    


    If
      Tenant
      holds over in possession after the expiration of the Lease Term, then such
      holding over shall not be deemed to extend the Lease Term or renew this Lease,
      but rather the tenancy thereafter shall continue as a tenancy at sufferance
      pursuant to the terms and conditions herein contained, at One Hundred Fifty
      percent (150%) of the Fixed Rent; and Tenant shall be responsible for the
      consequences of any unauthorized holdover and shall indemnify, defend, protect
      (with counsel selected by Landlord) and hold Landlord
      Parties
      wholly
      free and harmless of, from and against any and all damages, losses, costs,
      expenses and claims arising therefrom, including attorneys fees and
      costs.


    
      
        
        

      

      
        28

        
          

        

      

       

    


    ARTICLE
      XXV

    ASSIGNMENT
      AND SUBLETTING

    


    Section
      25.01
      This
      Lease shall be fully assignable by the Landlord or its assigns, subject to
      the
      terms of Article XXXIV.

    


    Section
      25.02 

    


    (a)
      Neither Tenant, nor Tenant's successors or assigns, shall assign in whole or
      in
      part, by operation of law or otherwise, or sublet the Demised Premises, in
      whole
      or in part, or permit the Demised Premises or any portion of it to be used
      or
      occupied by others, or enter into a management contract or other arrangement
      whereby the Demised Premises shall be managed or operated by anyone other than
      the owner of the Tenant's leasehold estate, without the prior written consent
      of
      Landlord in each instance. Provided Tenant remains liable for all its
      obligations under this Lease, Landlord shall not unreasonably withhold consent
      to an assignment of this Lease to an individual, partnership or corporation
      if
      such individual, partnership or corporation has,
      in the
      opinion of Landlord, a
      record
      of timely payment of obligations and compliance with applicable laws and is
      a
      commercially and financially sound individual, partnership, or corporation.
      Tenant may assign or sublease the Demised Premises without the consent of
      Landlord if such assignment or sublease is to a partnership of which Tenant
      is a
      general partner or a corporation of which Tenant is the majority shareholder
      or
      to the parent
      corporation of Tenant or
      an
      affiliate under common control of the parent corporation of Tenant or in the
      event of Tenants’ merger or consolidation with another entity; provided further
      that no such assignment or sublease shall relieve Tenant of any liability
      hereunder, and Tenant shall not transfer its interest as a general partner
      (or
      as a majority shareholder as the case may be) without the prior written consent
      of Landlord in each instance, which consent shall not be unreasonably
      withheld.

    


    (b)
      Tenant shall submit current financial statements of any proposed assignee or
      sublessee together with Tenant's request for Landlord's approval of any proposed
      assignment or sublease, except if (i) the proposed assignee or sublessee is
      a
      partnership of which Tenant is a general partner, or is a corporation or limited
      liability company of which Tenant is a major shareholder, parent company or
      an
      affiliate under common control, and (ii) the financial statements of such
      proposed assignee or sublessee are consolidated with Tenant. Tenant shall
      reimburse Landlord for all costs and expenses actually paid by Landlord in
      connection with any requested assignment or sublease in an amount not to exceed
      Two Thousand Five Hundred Dollars ($2,500.00). Such amount shall increase by
      three percent (3%) on each anniversary of the Effective Date of this
      Lease.

    


    (c)
      If
      this Lease is assigned or transferred, or if all or any part of the Demised
      Premises is sublet or occupied by any party other than Tenant, Landlord may
      collect rent from the assignee, transferee, subtenant or occupant, and apply
      the
      net amount collected to the Rent reserved in this Lease, but no such assignment,
      subletting, occupancy or collection shall be deemed a waiver of any covenant
      or
      condition of this Lease, or the acceptance of the assignee, transferee,
      subtenant or occupant as tenant, or a release of Tenant from the performance
      or
      further performance by Tenant of its obligations under this Lease. Without
      limiting the generality of the forgoing, Tenant expressly acknowledges and
      agrees that in the event of an assignment of this Lease, Tenant shall remain
      joint and severally liable with the assignee for all of the obligations under
      this Lease, and in all other cases of any transfer of Tenant's interest under
      this Lease, Tenant shall remain primarily liable for such obligations, unless
      released by
      Landlord in writing pursuant to Section 25.03. Subject to the foregoing, the
      consent by Landlord to an assignment, transfer, management contract or
      subletting shall not in any way be construed to relieve Tenant from obtaining
      the express written consent of Landlord in each instance to any subsequent
      similar action that Tenant may intend to take.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
      25.03
      Notwithstanding anything contained in Section 25.02 to the contrary, Tenant
      shall have the right to sublease the Demised Premises in the ordinary course
      of
      Tenant’s business with Landlord’s consent, which shall not be unreasonably
      withheld, and provided that Tenant delivers to Landlord copies of such sublease
      agreements contemporaneous with their effectiveness, and Tenant remains
      primarily liable for all obligations under this Lease.

    


    Section
      25.04
      An
      assignment made with Landlord's consent or as otherwise permitted hereunder
      shall not be effective until Tenant delivers to Landlord an executed counterpart
      of such assignment containing an agreement, in recordable form, executed by
      the
      assignor and the proposed assignee, in which the assignee assumes the
      performance of the obligations of the assignor under this Lease throughout
      the
      Lease Term.

     

    Section
      25.05
      This
      Lease shall be binding upon, enforceable by, and inure to the benefit of the
      parties hereto and their respective heirs, successors, representatives and
      assigns.

    


    ARTICLE
      XXVI

    LANDLORD'S
      LOAN; TENANT’S LOAN

    


    Section
      26.01
      This
      Lease shall be subject and subordinate to all ground leases and the lien of
      all
      mortgages and deeds of trust which now or hereafter affect Landlord’s interest
      in the Demised Premises, and all amendments thereto, all without the necessity
      of Tenant's executing further instruments to effect subordination. The interest
      in the Demised Premises of any such future ground lessee or lienholder shall
      have priority over the interest of Tenant in this Lease and in the Demised
      Premises provided that such ground lessee or lienholder executes a
      non-disturbance and attornment agreement in the form of the Subordination,
      Nondisturbance and Attornment Agreement attached as Exhibit F hereto. Tenant
      shall execute and deliver to Landlord on the Commencement Date a Subordination,
      Nondisturbance and Attornment Agreement in the form of Exhibit
      F,
      and
      shall upon ten (10) days’ written notice from Landlord, execute additional
      subordination, nondisturbance and attornment agreements and obtain from any
      subtenant at the Demised Premises, subordination, nondisturbance and attornment
      agreements substantially in the form of Exhibit
      F.

    


    Section
      26.02
      In the
      event of a foreclosure proceeding, the exercise of the power of sale under
      any
      mortgage or deed of trust or the termination of a ground lease, Tenant shall,
      if
      requested, attorn to the purchaser thereupon and recognize such purchaser as
      Landlord under this Lease; provided, however, Tenant's obligation to attorn
      to
      such purchaser shall be conditioned upon such purchaser’s written agreement not
      to disturb Tenant's interest in this Lease, except that such purchaser shall
      be
      entitled to enforce all rights
      and
      remedies
      of
      Landlord hereunder.

    


    
      
        
        

      

      
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    Section
      26.03
      Books
      and Records. Tenant shall keep accurate books and records of account sufficient
      sufficient
      to permit the preparation of financial statements in accordance with generally
      accepted accounting principles as in effect in the United States of America
      from
      time to time (“GAAP”). Landlord and its duly authorized representatives shall
      have the right to examine, copy and audit Tenant’s records and books of account
      at all reasonable times during regular business hours. Tenant shall provide,
      or
      cause to be provided, to Landlord, in addition to any other financial statements
      required under this Lease, the following financial statements and information,
      all of which must be prepared in a form acceptable to Landlord:

     

    (i) promptly
      and in any event within forty-five (45) days after the end of each of the first
      three (3) calendar quarters, and ninety (90) days after year-end, statements
      of
      financial position of Tenant as of the end of each such quarter or year-end,
      as
      applicable, including a balance sheet and statement of profits and losses,
      expenses and retained earnings, changes in financial position and cash flows,
      which statements shall be duly certified by an officer of Tenant to fairly
      represent the financial condition of Tenant, as of the date thereof, prepared
      by
      Tenant in accordance with GAAP, and, with respect to the year-end statement
      only, accompanied by a statement of a nationally recognized accounting firm
      acceptable to Landlord in its sole discretion that such financial statements
      present fairly, in all material respects, the financial condition of Tenant
      as
      of the end of the calendar year being reported on and that the results of the
      operations and cash flows for such year were prepared, and are being reported
      on, in conformity with GAAP;
      and

     

    (ii) Property
      level profit and loss statements on a monthly basis, delivered to Landlord
      on or
      before the twentieth (20th)
      day of
      the end of the following month, and containing year-to-date information; and
      

    


    (iii) such
      other information with respect to the Demised Property or Tenant that may be
      reasonably requested from time to time by Landlord, within a reasonable time
      after the applicable request, provided that such information is collected by
      Tenant in the ordinary course of its business and that Tenant shall not incur
      additional costs in delivering same to Landlord.
      If
      Tenant is publically traded on a national securities exchange, financial
      information reported by Tenant to the Securities and Exchange Commission will
      satisfy the requirements of Section 26.03(i) hereof.

    


    Section
      26.04
      Provided
      that Tenant and Landlord
      shall
      secure any required consent from Landlord’s Lender, Tenant shall have the right
      to encumber or hypothecate Tenant's interest in the leasehold estate created
      by
      this Lease but only with a leasehold deed of trust,
      mortgage,
      assignment
      of leases,
      assignment, security agreement
      and/or
      other
      security document
      securing
      a loan from a lender approved by Landlord
      (collectively, a "Leasehold Mortgage").
      All
      proceeds from such Leasehold Mortgage shall remain the property of
      Tenant.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Section
      26.05
      Landlord
      shall not be obligated to subordinate any or all of Landlord's right, title
      or
      interest in and to the Demised Premises and this Lease to the lien of any
      Leasehold Mortgage.

    


    Section
      26.06
      A
      Leasehold Mortgage shall encumber only Tenant's leasehold interest in the
      Demised Premises, and shall not encumber Landlord's right title or interest
      in
      the Demised Premises. Landlord shall have no liability whatsoever for the
      payment of the note or any obligation secured by any Leasehold Mortgage or
      any
      other provisions of such note or the Leasehold Mortgage or related obligations.
      Should there be any conflict between the provisions of this Lease and of any
      Leasehold Mortgage, the provisions of this Lease shall control. No Leasehold
      Mortgage will be for a term longer than the Term of this Lease, as and if
      extended as provided herein. Either prior to or concurrently with the
      recordation of the Leasehold Mortgage, Tenant shall cause a fully conformed
      copy
      thereof and of the note secured thereby to be delivered to Landlord, together
      with a written notice containing the name and post office address of the Lender
      (as defined herein).

    


    Section
      26.07
      If
      Landlord declares a default under this Lease, Landlord shall notify any Lender
      who has given Landlord a prior written request for such notice of such default
      by sending a copy of the default notice required under this Lease to the
      Lender.

     

    Section
      26.08
      Immediately upon the recording of the Leasehold Mortgage, Tenant, at Tenant's
      expense, shall cause to be recorded in the office of the County Recorder of
      each
      county in which the Demised Premises is located, a written request duly executed
      and acknowledged by Landlord for a copy of any notice of default and of any
      notice of sale under the Leasehold Mortgage, as provided by the law in which
      the
      Demised Premises are located.

    


    Section
      26.9
      If title
      to Landlord's estate and to Tenant's estate are acquired by the same person
      or
      entity, other than as a result of termination of this Lease, no merger shall
      occur if the effect of such merger would impair the lien of any Leasehold
      Mortgage.

    


    ARTICLE
      XXVII

    MAINTENANCE
      OF OUTSIDE AREAS

    


    Section
      27.01
      The term
      "Outside Areas" shall refer to all areas outside of the Buildings including
      all
      sidewalks, driveways, landscaping, trash enclosures, and trash compacting and
      loading areas on the Demised Premises.

    


    Section
      27.02
      Tenant
      shall be responsible for maintaining the Outside Areas in a neat and clean
      condition, and shall ensure that debris from the operation of each
      restaurant
      on the
      Demised Premises
      are
      cleaned on a regular basis.

    


    
      
        
        

      

      
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    ARTICLE
      XXVIII

    CERTIFICATES

    


    Section
      28.01 

    


    (a) Tenant
      shall, at
      its
      sole cost and expense,
      at any
      time and from time to time, within ten (10) days after delivery of written
      request by Landlord, deliver a written instrument to Landlord or any other
      person, firm or corporation specified by Landlord, duly executed and
      acknowledged, certifying that:

     

    
      	 	
              (i)

            	
              This
                Lease is unmodified and in full force and effect, or if there has
                been any
                modification, that the Lease is in full force and effect as modified
                and
                stating any such modification;

            


    

    


    
      	 	
              (ii)

            	
              Whether
                or not there are then existing, to the knowledge of the executing
                officer,
                any defenses against the enforcement of any of the agreements, terms,
                covenants or conditions of this Lease upon the part of Tenant to
                be
                performed or complied with, and, if so, specifying same (including,
                without limitation, whether Tenant knows or does not know of any
                default
                by Landlord in Landlord’s performance of all agreements, terms, covenants
                and conditions to be performed by Landlord, and if such default does
                exist, specifying same); and

            


    

    


    
      	 	
              (iii)

            	
              The
                amounts and dates to which the Fixed Rent, and Additional Rent have
                been
                paid, the amounts of any and all outstanding balances of such items,
                if
                any, known to Tenant.

            


    

    


    
      	 	
              (iv)

            	
              Such
                other truthful information reasonably requested by
                Landlord.

            


    

    


    (b) Tenant's
      failure to so deliver said certificate shall
      constitute an Event of Default at
      the
sole
      option of Landlord
      and shall be conclusive as to the truthfulness of the items stated in Landlord's
      request. Delivery of a completed Estoppel Certificate in substantially the
      form
      as set forth on Exhibit C attached hereto (“Estoppel Certificate”) shall satisfy
      this requirement.

    


    Section
      28.02
      Landlord
      shall, at
      its
      sole cost and expense, at any time and from time to time, within ten (10) days
      after request by Tenant deliver to Tenant or any entity indicated by Tenant
      a
      written instrument, certifying whether or not its Lease is in full force and
      effect; whether it has been modified (and if so setting forth such
      modification); whether Tenant has fully made all payments then and theretofore
      due under this Lease, and whether Landlord knows or does not know, as the case
      may be, of any default by Tenant in the performance by Tenant of all agreements,
      terms, covenants and conditions on Tenant's part to be performed and if it
      does
      know of any failures or defaults, specifying same and setting forth such other
      truthful information as may be reasonably requested by Tenant. Delivery of
      a
      completed Estoppel Certificate similar (except for the parties) to the form
      set
      forth on Exhibit C attached
      hereto shall satisfy this requirement. 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXIX

    RELATIONSHIP
      OF PARTIES

    


    Nothing
      contained in this Lease shall be construed to create the relationship of
      principal and agent, partnership, joint venture or any other relationship
      between the parties hereto other than the relationship of Landlord and Tenant.
      Except as otherwise expressly provided herein, this Lease shall not in any
      way
      impose any liability upon the members, stockholders, officers, directors or
      trustees of Landlord if Landlord should be a limited liability company,
      corporate entity, or trust, or upon the stockholders, officers, directors or
      trustees of Tenant if Tenant should be a corporate entity or trust. If
      more
      than one person or entity is named as the Tenant hereunder, the obligations
      under this Lease of all such persons and entities as Tenant shall be joint
      and
      several.

    


    ARTICLE
      XXX

    RECORDING

    


    Neither
      Landlord nor Tenant shall record this Lease; however, upon the request of either
      party hereto, the other party shall join in the execution of a memorandum of
      lease for the purposes of recordation in the form attached hereto as Exhibit
      D
      and by
      this reference incorporated herein (the "Memorandum"). The Memorandum shall
      describe the parties, the Demised Premises, the term of this Lease, any special
      provisions other than those pertaining to Rent and shall incorporate this Lease
      by reference. Tenant shall pay all costs charged or collected by the County
      Recorders to record the Memoranda.

    


    ARTICLE
      XXXI

    CAPTIONS
      AND SECTION NUMBERS

    


    The
      captions, section numbers, and index appearing in this Lease are inserted only
      as a matter of convenience and in no way define, limit, construe or describe
      the
      scope or intent of such sections or articles nor in any way affect this
      Lease.

    


    ARTICLE
      XXXII

    APPLICABLE
      LAW

    


    This
      Lease shall be governed by, and construed in accordance with the laws of the
      State of New York. If any provision of this Lease or the application thereof
      to
      any person or circumstances shall, to any extent, be invalid or unenforceable,
      the remainder of this Lease shall not be affected thereby, and each provision
      of
      the Lease shall be valid and enforceable to the fullest extent permitted by
      the
      law.

    


    ARTICLE
      XXXIII

    ENTIRE
      AGREEMENT

    


    This
      Lease and the Exhibits attached hereto, all of which form a part hereof, set
      forth all the covenants, promises, agreements, conditions and understandings
      between Landlord and Tenant concerning the Demised Premises, and there are
      no
      covenants, promises, agreements, conditions or understandings heretofore made,
      either oral or written, between them other than as herein set forth. No
      modification, amendment, change or addition to this Lease shall be binding
      upon
      Landlord or Tenant unless reduced to writing and signed by each party. Time
      is
      of the essence of this Lease.

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXXIV

    LANDLORD'S
      LIABILITY

    


    The
      obligations of Landlord under this Lease are not personal obligations of the
      individual members, partners, directors, officers, shareholders, agents or
      employees of Landlord; Tenant shall look solely to the Demised Premises for
      satisfaction of any liability of Landlord and shall not look to other assets
      of
      Landlord nor seek recourse against the assets of the individual members,
      partners, directors, officers, shareholders, agents or employees of Landlord.
      Whenever Landlord transfers its interest, Landlord shall be automatically
      released from further performance under this Lease and from all further
      liabilities and expenses hereunder, provided the transferee of Landlord's
      interest assumes all liabilities and obligations of Landlord hereunder from
      the
      date of such transfer.

    


    ARTICLE
      XXXV

    ATTORNEYS'
      FEES

    


    If
      any
      legal action should be commenced in any court regarding any dispute arising
      between the parties hereto, or their successors and assigns, concerning any
      provision of this Lease or the rights and duties of any person in relation
      thereto, then the prevailing party therein shall be entitled to collect its
      reasonable expenses, attorneys' fee and court costs, including the same on
      appeal. As used herein, the term “prevailing party” means the party who, in
      light of the claims, causes of action, and defenses asserted, is afforded
      greater relief.

    


    ARTICLE
      XXXVI

    INTENTIONALLY
      DELETED

    


    ARTICLE
      XXXVII

    ENVIRONMENTAL

    


    Section
      37.01 

    


    (a) For
      the
      purpose of this Lease, the following definitions pertaining to environmental
      matters shall apply: 

    


    “Environmental
      Conditions” means the conditions of “Environmental Media” (as defined below),
      and the conditions of any part of the Demised Premises, including but not
      limited to building materials, which affect or may affect Environmental
      Media.

    


    "Environmental
      Laws" shall mean any federal, state or local law, statute, ordinance, permit
      condition or regulation pertaining to public health, occupational health and
      safety, natural resources or environmental protection, including, without
      limitation: (1) the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, 42 U.S. C. ࿙ 9601 et
      seq.
      as
      amended (“CERCLA”), the Solid Waste Disposal Act, 42 U.S.C. ࿙ 6901 et
      seq.
      as
      amended (“RCRA”), the Federal Water Pollution Control Act of 1972, as amended by
      the Clean Water Act of 1977, as amended, 33 U.S.C. 1251 et
      seq.;
      the
      Toxic Substances Control Act of 1976, as amended, 15 U.S.C. 2601 et
      seq.;
      the
      Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001
      et
      seq.;
      the
      Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990,
      42
      USC 7401 et
      seq.;
      the
      National Environmental Policy Act of 1970, as amended, 42 USC 4321 et
      seq.;
      the
      Rivers and Harbors Act of 1899, as amended, 33 USC 401 et
      seq.;
      the
      Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801
et
      seq.
      the
      Endangered Species Act of 1973, as amended, 16 U.S.C. 1531, et
      seq.;
      the
      Occupational Safety and Health Act of 1970, as amended 29 U.S.C. 651,
et
      seq.;
      the
      Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f) et
      seq.,
      the
      Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et
      seq.
      as
      amended, and all regulations, published governmental policies, and
      administrative or judicial orders promulgated under said laws; (2)
      all
      state or local laws which implement the foregoing federal laws or which pertain
      to public health and safety, occupational health and safety, natural resources
      or environmental protection: all as amended from time to time, and all
      regulations, published governmental policies, and administrative or judicial
      orders promulgated under the foregoing laws; (3)
      all
      federal and state common law, including but not limited to the common law of
      public or private nuisance, trespass, negligence or strict liability, where
      such
      common law pertains to public health and safety, occupational health and safety,
      natural resources, environmental protection, or the use and enjoyment of
      property, and all judicial orders promulgated under said laws; and (4)
      all
      comparable local laws and comparable laws of other jurisdictions.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    “Environmental
      Media” means soil, fill material, or other geologic materials at all depths,
      groundwater at all depths, surface water including storm water and sewerage,
      indoor and outdoor air, and all living organisms, including without limitation
      all animals and plants, whether such Environmental Media are located on or
      off
      the Demised Premises. 

    


    "Hazardous
      Materials" means any ignitable, reactive, explosive, corrosive, carcinogenic,
      mutagenic, toxic or radioactive material, whether virgin material, secondary
      material, by-product, waste or recycled material, defined, regulated or
      designated as a contaminant, pollutant, hazardous or toxic substance, material,
      waste, contaminant or pollutant under any Environmental Laws or any other
      federal, state or local law, statute, regulation, ordinance, or governmental
      policy presently in effect or as amended or promulgated in the future, and
      shall
      specifically include, without limitation: (a) those materials included within
      the definitions of "hazardous substances," “extremely hazardous substances,”
"hazardous materials," "toxic substances" “toxic pollutants,” “hazardous air
      pollutants” “toxic air contaminants,” "solid waste," “hazardous waste,”
“pollutants,” contaminants” or similar categories under any Environmental Laws;
      (b) those materials which create liability under common law theories of public
      or private nuisance, negligence, trespass or strict liability; and (c)
      specifically including, without limitation, any material, waste or substance
      which contains: (i) petroleum or petroleum derivatives byproducts, including
      crude oil and any fraction thereof and waste oil; (ii) asbestos; (iii)
      polychlorinated biphenyls; (iv) formaldehyde; and (v) radon.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    “Release”
      means any active or passive spilling, leaking, pumping, pouring, emitting,
      emptying, discharging, injecting, escaping, leaching, dumping or disposing
      into
      any Environmental Media. For the purposes of this Lease, “Release” also includes
      any threatened Release.

    


    “Remedial
      Activities” means any investigation, work plan preparation removal, repair,
      cleanup, abatement, remediation, monitored natural attenuation, natural resource
      damage assessment and restoration, closure, post-closure, detoxification or
      remedial activity of any kind whatsoever necessary to address Environmental
      Conditions.  

     

    “Use”
      means the receipt, handling, generation, storage, treatment, recycling,
      transfer, transportation, introduction, or incorporation into, on, about, under
      or from the Demised Premises.

    


    (b)
      Tenant acknowledges that it owned and operated the Demised Premises prior to
      selling the Demised Premises to Landlord and that Landlord makes no warranties
      or representations of any kind, or in any manner or in any form whatsoever,
      as
      to the status of Environmental Conditions or Hazardous Materials at the Demised
      Premises. Landlord has granted Tenant the absolute right to inquire with regard
      to the Environmental Conditions of the Demised Premises, including the right
      to
      inquire and obtain from Landlord or Landlord's predecessor copies of any and
      all
      existing environmental assessments. Landlord agrees to furnish Tenant with
      all
      copies of non-legally privileged environmental reports covering the Demised
      Premises, if any, which are in the possession of Landlord. Tenant will conduct
      at its own expense any and all investigations regarding Environmental Conditions
      of the Demised Premises and will satisfy itself as to the absence or existence
      of Hazardous Materials contamination of the Demised Premises. Tenant's entry
      into this Lease shall be made at its sole risk. 

    


    Section
      37.02
      From and
      after the Effective Date, Tenant shall not be entitled to the Use of any
      Hazardous Materials at the Demised Premises, unless performed in full compliance
      with all Environmental Laws and any other applicable local, state and federal
      statutes, orders, ordinances, rules and regulations. Tenant shall be prohibited
      from conducting or allowing the Release of Hazardous Materials onto, on, about,
      under or from the Demised Premises, the exception being sewer or other permitted
      discharges or Releases,
      in full
      compliance with all Environmental Laws and any other applicable laws. From
      and
      after the date of this Lease, Tenant covenants to, and shall, undertake all
      Remedial Activities necessary to address any Use or Release of Hazardous
      Materials after the date of this Lease, by Tenant or its agents, employees,
      representatives, invitees, licensees, subtenants, customers or contractors
      ("Other Parties"), or otherwise adversely affecting the Demised Premises at
      Tenant's sole cost and expense, and shall give immediate written notice of
      same
      to Landlord. If any Remedial Activities are required to be performed at any
      location other than the Demised Premises, Tenant shall use its best efforts
      to
      obtain any required access agreements from third parties.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Section
      37.03
      In
      addition to any other obligation herein, Tenant shall defend, indemnify and
      hold
      Landlord Parties
      free and
      harmless from any and all claims, losses, liabilities and other obligations
      of
      any kind whatsoever that may be made against or incurred by Landlord
      Parties in
      connection with (i) the violation of any Environmental Law, or (ii) Hazardous
      Materials or Environmental Conditions at or from the Demised Premises whether
      heretofore now existing or hereafter arising, and whether in connection with
      or
      as a result of Tenant's operations at the Demised Premises,
      including without limitation any and all costs and fees of attorneys or experts
      incurred by Landlord in defending against same; provided, however, that the
      foregoing indemnity shall not be applicable to the extent any such claims are
      directly attributed to the gross negligence, or willful misconduct of Landlord.
      This and any other right of Landlord may be assigned to its successors in
      interest under the terms of this Lease.

    


    Section
      37.04
      Within
      fifteen (15) days after notification to Tenant, Tenant shall inform Landlord
      in
      writing of (i) any and all enforcement actions, initiation of Remedial
      Activities where no Remedial Activities are currently being conducted upon
      receipt of such notification, or other governmental or regulatory actions
      (excluding routine actions such as permit renewals) instituted, completed or
      threatened pursuant to any Environmental Laws affecting the Demised Premises;
      (ii) all claims made or threatened by any third person against Tenant or the
      Demised Premises relating in any way whatsoever to Hazardous Materials or
      Environmental Conditions (the matters set forth in clauses (i) and (ii) are
      hereinafter referred to as “Environmental Claims"); (iii) Tenant's knowledge of
      any material Release of Hazardous Materials at, on, in, under to or from the
      Demised Premises or on, in or under any adjoining property. Tenant shall also
      supply to Landlord within three (3) business days after Tenant first receives
      or
      sends the same, copies of all claims, reports, complaints, notices, warnings,
      asserted violations or other communications relating in any way to the matters
      described in this Section.

    


    Section
      37.05
      In
      addition to any other obligations herein, Tenant shall be solely responsible
      for
      and shall indemnify and hold harmless all
      Landlord
      Parties from
      and
      against any and all private or governmental claims, lawsuits, administrative
      proceedings, judgments, penalties, fines, proceedings, loss, damage, cost,
      expense or liability directly or indirectly arising out of or associated in
      any
      manner whatsoever with Tenant's Use or the presence of Hazardous Materials
      (which may have occurred at any time including prior to the term hereof) or
      Release of Hazardous Materials at, on, under, about or from the Demised Premises
      during the term hereof, including any extensions. Tenant's indemnity and release
      includes, without limitation: (i) the costs associated with Remedial Activities,
      including all necessary plans and reports, incurred by the U.S. Environmental
      Protection Agency, or any other federal, state or local governmental agency
      or
      entity or by any other person, incurred pursuant to the CERCLA, RCRA, or any
      other applicable Environmental Laws; (ii) any oversight charges, fines, damages
      or penalties arising from the presence or Release of Hazardous Materials, and
      any related Remedial Activities, incurred pursuant to the provisions of CERCLA,
      RCRA, or any other applicable Environmental Laws; (iii) any liability to third
      parties arising out of the presence or Release of Hazardous Materials for
      personal injury, bodily injury, or property damage arising under any statutory
      or common law theory, including damages assessed for the maintenance of a public
      or private nuisance, the costs of Remedial Activities, or for the carrying
      on of
      an abnormally dangerous activity; (iv) all direct or indirect compensatory,
      consequential, or punitive damages arising out of any claim based on the
      presence or Release of Hazardous Materials or damage or threatened damage to
      Environmental Conditions; (v) any and all reasonable costs, fees and expenses
      of
      attorneys, consultants and experts incurred or sustained in making any
      investigation on account of any claim, in prosecuting or defending any action
      brought in connection therewith, in obtaining or seeking to obtain a release
      therefrom, or in enforcing any of the agreements herein contained; and (vi)
      Rent
      during any period of Remedial Activities equal to the Base Rent then in effect,
      or if the Lease has terminated, the Base Monthly Rent which was in effect on
      the
      Termination Date; provided, however, that the foregoing indemnity shall not
      be
      applicable to the extent any such claims are directly attributable to the gross
      negligence or willful misconduct of Landlord The foregoing indemnity shall
      apply
      to Tenant's Use of Hazardous Materials irrespective of whether any of Tenant's
      activities were or will be undertaken in accordance with Environmental Laws
      or
      other applicable laws, regulations, codes and ordinances. This indemnity is
      intended to be operable under 42 U.S. C.࿙ 9607(e)(1). Tenant specifically agrees
      that it shall not sue or seek contribution from any indemnitee or any successors
      or assigns thereof in any matter relating to any Hazardous Material liability
      except as a result of the gross negligence of Landlord or other
      Landlord
      Parties
      on the Demised Premises. All costs and expenses related to this paragraph
      incurred by Landlord shall be repaid by Tenant to Landlord as Additional Rent.
      This indemnity shall survive termination of the Lease. 

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXXVIII

    ADDENDA

    


    Section
      38.01
      The
      following exhibits have been agreed to by the parties and attached hereto or
      initialed by the parties prior to the execution hereof, it being the intention
      of the parties that they shall become a binding part of this Lease as if fully
      set forth herein.

    


    Exhibit
      A
 Location/Legal
      Description/Address of the Real Property

    Exhibit
      B
 Tenant’s
      Personal Property List

    Exhibit
      C Tenant's
      Estoppel Certificate 

    Exhibit
      D
 Memorandum
      of Lease

    Exhibit
      E
 Intentionally
      Deleted

    Exhibit
      F Subordination,
      Nondisturbance and Attornment Agreement

    Exhibit
      G Intentionally
      Deleted

    Exhibit
      H Intentionally
      Deleted

     

    ARTICLE
      XXXIX

    COUNTERPARTS

    


    Section
      39.01
      This
      Lease may be executed in counterparts and shall be binding on all the parties
      hereto as if one document had been signed. The delivery of an executed copy
      of
      this Lease by facsimile transmission shall have the same force and effect as
      the
      delivery of the original, signed copy of this Lease.

    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        40

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, the parties have executed this Lease to be effective as of
      the
      date first above written.

     

    
      	 	 	 
	 	
              LANDLORD:

               

              FRI FISH, LLC

            
	 
 	 
 	 
 
	 	By:  	 
	
              

              Witness 	
              
                

              

              Name:_________________________________

              Title:__________________________________

            
	 	 
	
              
                

              

              Witness

            	 


    

     

    
      	 	 	 
	 	
              TENANT:

               

              SHELLS OF NEW SMYRNA BEACH,
                INC

            
	 
 	 
 	 
 
	 	By:  	 
	
              
 Witness 	
              
                

              

              Name:_________________________________

              Title:__________________________________

            
	 	 
	
              
Witness	 


    

     

    
      
        
        

      

      
        41

        
          

        

      

       

    

    


    EXHIBIT
      A

    


    LOCATION/LEGAL
      DESCRIPTION/ADDRESS OF REAL PROPERTY

    


    Physical
      Address:


     

    725
      E/
      3rd
      Ave.,
      New Smyrna Beach, FL


    
      
        
        

      

      
        42

        
          

        

      

       

    


    EXHIBIT
      B

    


    TENANT’S
      PERSONAL PROPERTY LIST


    
      
        
        

      

      
        43

        
          

        

      

       

    


    EXHIBIT
      C

    


    TENANT'S
      ESTOPPEL CERTIFICATE

    


    The
      undersigned,_______________,
      whose
      address is 16313
      North Dale Mabry Hwy., Ste 100, Tampa, FL 33618
      represents and certifies as follows:

     

    1. The
      undersigned is (i) the tenant (“Tenant”) under that certain lease (“Lease”)
      dated _______________
      with
_____________________
      as
      Landlord, covering the property described therein (collectively the “Demised
      Property”).

     

    2. The
      Lease
      constitutes the only agreement (either written or oral) the undersigned has
      with
      respect to the Demised Property and any right of occupancy or use
      thereof.

     

    3. The
      Lease
      is in full force and effect and has not been assigned, subleased, supplemented,
      modified or amended except as follows:

     

    _______________________________________________________________________________________

    _______________________________________________________________________________________

    _______________________________________________________________________________________

     

    4. The
      undersigned presently occupies the Demised Property and is paying rent on a
      current basis. No rent has been paid by Tenant in advance except for the monthly
      rental that became due on _______________, and a security deposit in the sum
      of
      US$0.00 now
      held
      by Landlord in accordance with the terms of the Lease.

     

    5. The
      monthly Fixed Rent is the sum of_________________________Dollars
      (US$_____________).

     

    6. The
      present Lease term expires on ________________
      and
      there are no options to renew except: four
      (5) five-year options.
      

     

    7. There
      are
      no defaults under the Lease by Landlord or any events which with the passage
      of
      time or giving of notice or both will result in any such default. The
      undersigned does not presently have (nor with the passage of time or giving
      of
      notice or both will have) any offset, charge, lien, claim, termination right
      or
      defense under the Lease.

     

    8. The
      undersigned occupies and has accepted possession of the Demised Property covered
      by the Lease. All obligations of Landlord under the Lease required to be
      performed to date, including any improvements to be constructed by Landlord
      (or
      its predecessors or successors) or the granting of any free rent, rent credit,
      offset, deductions, building allowance or rent reduction have been completed
      to
      the satisfaction of the undersigned.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    9. Landlord
      has no personal liability under the Lease (recourse against Landlord being
      limited to Landlord’s interest in the Demised Property).

     

    10. The
      undersigned is aware that third parties intend to rely upon this Certificate
      and
      the statements set forth herein and that the statements and facts set forth
      above shall be binding on the undersigned

     

    11. The
      undersigned and the persons executing this Certificate on behalf of the
      undersigned have the power and authority to execute and deliver this
      Certificate.

     

    12. Tenant
      has no right of first refusal, or option to purchase, with respect to all or
      any
      portion of any Demised Property; and

     

    13. No
      deposits or prepayments of rent have been made in connection with the Lease,
      except as follows:_________________________

       

    
      	 	 	 
	 	
              “TENANT”

               

              
                Shells
                  of New Smyrna Beach, Inc.

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:_________________________________

              Title:__________________________________

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

       

    


    EXHIBIT
      D

    


    MEMORANDUM
      OF LEASE

    


    
      
        

      

    

    (Above
      space reserved for recorder and recording information)

     

    
      This
        instrument prepared by and after
        recording return to:
         

      

    

    MEMORANDUM
      OF LEASE

     

    This
      Memorandum of Lease is made and entered into as of October 27, 2006 by and
      between FRI FISH, LLC (“Landlord”) and Shells
      of
      New Smyrna Beach, Inc. (“Tenant”),
      who agree as follows:

    


    1. Terms
      and Premises. Pursuant
      to a certain Land and Building Lease (the "Lease") dated October 27, 2006
      entered into between Landlord and Tenant,
      Landlord
      has leased to Tenant and Tenant has leased from Landlord a leasehold estate
      for
      years in and to Landlord's reversionary fee simple interest in that certain
      real
      property, together with all the improvements thereon and appurtenances thereunto
      belonging (the “Premises”), more particularly described on Exhibit “A” which is
      attached hereto and incorporated herein, commonly known as:

    


    -
      commencing on October 27, 2006 and expiring on October 26, 2026. Tenant has
      FOUR
      (4) five-year options to extend the term of the Lease, all as more particularly
      set forth in the Lease.

    


    2. Subordination
      Provisions. Tenant’s rights under the Lease shall at all times be subject
      and subordinate to any fee mortgages and/or trust deeds now or hereafter filed
      against the Premises and to the rights of any Fee Mortgagee thereunder or as
      otherwise set forth in Section 26.01 of the Lease.

    


    3. Purpose
      of Memorandum of Lease. This Memorandum of Lease is executed and recorded to
      give public notice of the Lease between the parties and all terms and conditions
      of the Lease are incorporated by reference into this Memorandum and this
      Memorandum of Lease does not modify the provisions of the Lease. If there are
      any conflicts between the Lease and this Memorandum of Lease, the provisions
      of
      the Lease shall prevail. The
      rights and obligations set forth herein shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and assigns.
      Any
      term not defined herein shall have the meaning as set forth in the
      Lease.

    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    [SIGNATURES
      AND ACKNOWLEDGMENTS ON NEXT PAGE]


    
      
        
        

      

      
        47

        
          

        

      

       

    

     

    
      
        	 	
                LANDLORD:
                  
                   

                  FRI
                    FISH, LLC

                

                 

                 

              	 	
                TENANT:

                 

                SHELLS
                  OF NEW SMYRNA BEACH, INC. 

              
	By:	 	 	By:	 
	 	
                

              	 	 	
                

              
	Date:	 	 	Date: 	 
	 	
                

              	 	 	
                
 
	 	 	 	 	 
	
                Signed,
                  sealed, and delivered this _____ day
                  of ______________, _______ in the presence of:

              	 	
                Signed,
                  sealed, and delivered this _____day
                  of _____________, _________ in the presence of:

              
	 	 	 	 	 
	
                
Witness	 	
                
Witness
	 	 	 
	
                
Witness	 	
                
Witness
	
              	 	 
	
                
Notary
                Public, County of _____________, State
                of __________________	 	
                
Notary
                Public, County of _____________, State
                of __________________
	 	 	 
	My
                commission expires:_________________	 	My
                commission expires:_________________
	 

                (Notary
                  Seal)

              	 	 

                (Notary
                  Seal)

              


      

    


    
      
        
        

      

      
        48

        
          

        

      

       

    


    EXHIBIT
      E

    


    INTENTIONALLY
      DELETED



    
      
        
        

      

      
        49

        
          

        

      

       

    


    EXHIBIT
      F

    


    SUBORDINATION,
      NONDISTURBANCE AND ATTORNMENT AGREEMENT

    


    
      	
              RECORDING
                REQUESTED BY 

              AND
                WHEN RECORDED MAIL TO:

               

              ________________________

               

              ________________________

               

              ________________________

               

              ________________________

               

              Attn:  _______________________

              Loan
                No.       _______________________

            


    

     

    SUBORDINATION
      AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, 

    ATTORNMENT
      AND NON-DISTURBANCE AGREEMENT

    (Lease
      To Deed of Trust)

     

    
      	NOTICE:	
              THIS
                SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE
                PROPERTY
                BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER
                OR
                LATER SECURITY INSTRUMENT.

            


    

     

    THIS
      SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND
      NON-DISTURBANCE AGREEMENT ("Agreement") is made DATE OF DOCUMENTS by and between
      BORROWER NAME, a general partnership ("Owner", or “Lessor”), NAME OF LESSEE HERE
      ("Lessee") and _______________ ("Lender").

     

    RECITALS

    


    
      	
              A.

            	
              Pursuant
                to the terms and provisions of a lease dated ____________, 2006 ("Lease"),
                Owner, as "Lessor", granted to Lessee a leasehold estate in and to
                a
                portion of the property described on Exhibit A
                attached hereto and incorporated herein by this reference (which
                property,
                together with all improvements now or hereafter located on the property,
                is defined as the "Property").

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      	
              B.

            	
              Owner
                has executed, or proposes to execute, a deed of trust with absolute
                assignment of leases and rents, security agreement and fixture filing
                ("Deed of Trust") securing, among other things, a promissory note
                ("Note")
                in the principal sum of LOAN AMOUNT AND NO/100THS DOLLARS ($LOAN
                AMOUNT
                NOS.), dated DATE OF DOCUMENTS, in favor of Lender, which Note is
                payable
                with interest and upon the terms and conditions described therein
                ("Loan"). The Deed of Trust is to be recorded concurrently
                herewith.

            


    

     

    
      	
              C.

            	
              As
                a condition to making the Loan secured by the Deed of Trust, Lender
                requires that the Deed of Trust be unconditionally and at all times
                remain
                a lien on the Property, prior and superior to all the rights of Lessee
                under the Lease and that the Lessee specifically and unconditionally
                subordinate the Lease to the lien of the Deed of Trust, in each case,
                in
                accordance with the terms and provisions of this
                Agreement.

            


    

     

    
      	
              E.

            	
              Owner
                and Lessee have agreed to the subordination, attornment and other
                agreements herein in favor of
                Lender.

            


    

     

    NOW
      THEREFORE, for valuable consideration and to induce Lender to make the Loan,
      Owner and Lessee hereby agree for the benefit of Lender as follows:

    


    1. SUBORDINATION.
      Owner
      and Lessee hereby agree that:

     

    1.1 Prior
      Lien.
      The
      Deed
      of Trust securing the Note in favor of Lender, and any modifications, renewals
      or extensions thereof, shall unconditionally be and at all times remain a lien
      on the Property prior and superior to the Lease;

     

    1.2 Subordination.
      Lender
      would not make the Loan without this agreement to subordinate; and

     

    1.3 Whole
      Agreement.
      This
      Agreement shall be the whole agreement and only agreement with regard to the
      subordination of the Lease to the lien of the Deed of Trust and shall supersede
      and cancel, but only insofar as would affect the priority between the Deed
      of
      Trust and the Lease, any prior agreements as to such subordination, including,
      without limitation, those provisions, if any, contained in the Lease which
      provide for the subordination of the Lease to a deed or deeds of trust or to
      a
      mortgage or mortgages.

    


    AND
      FURTHER, Lessee individually declares, agrees and acknowledges for the benefit
      of Lender, that:

    


    1.4 Use
      of Proceeds.
      Lender,
      in making disbursements pursuant to the Note, the Deed of Trust or any loan
      agreements with respect to the Property, is under no obligation or duty to,
      nor
      has Lender represented that it will, see to the application of such proceeds
      by
      the person or persons to whom Lender disburses such proceeds, and any
      application or use of such proceeds for purposes other than those provided
      for
      in such agreement or agreements shall not defeat this agreement to subordinate
      in whole or in part; 

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    1.5 Subordination.
      Lessee
      intentionally and unconditionally subordinates all of Lessee's right, title
      and
      interest in and to the Property to the lien of the Deed of Trust, in accordance
      with the terms and provisions of this Agreement, and understands that in
      reliance upon, and in consideration of, this waiver, relinquishment and
      subordination, specific loans and advances are being and will be made by Lender
      and, as part and parcel thereof, specific monetary and other obligations are
      being and will be entered into which would not be made or entered into but
      for
      said reliance upon this waiver, relinquishment and subordination.

    


    2. ASSIGNMENT. LESSEE
      ACKNOWLEDGES AND CONSENTS TO THE ASSIGNMENT OF THE LEASE BY LESSOR IN FAVOR
      OF
      LENDER.

    


    3. ESTOPPEL. LESSEE
      ACKNOWLEDGES AND REPRESENTS THAT:

     

    3.1 Lease
      Effective.
      The
      Lease
      has been duly executed and delivered by Lessee and, subject to the terms and
      conditions thereof, the Lease is in full force and effect, the obligations
      of
      Lessee thereunder are valid and binding and there have been no modifications
      or
      additions to the Lease, written or oral;

     

    3.2 No
      Default.
      To the
      best of Lessee's knowledge, as of the date hereof: (i) there exists no
      breach, default, or event or condition which, with the giving of notice or
      the
      passage of time or both, would constitute a breach or default under the Lease;
      and (ii) there are no existing claims, defenses or offsets against rental
      due or to become due under the Lease;

     

    3.3 Entire
      Agreement.
      The
      Lease, together with the Purchase and Sale Agreement referred to therein,
      constitutes the entire agreement between Lessor and Lessee with respect to
      the
      Property, and Lessee claims no rights with respect to the Property other than
      as
      set forth in the Lease or the Purchase and Sale Agreement;

     

    3.4 No
      Right of First Refusal or Option to Purchase:
      Neither
      the Lease nor the Purchase and Sale Agreement grants to Lessee any right of
      first refusal, or option to purchase, with respect to all or any portion of
      the
      Property; and

     

    3.5 No
      Prepaid Rent.
      No
      deposits or prepayments of rent have been made in connection with the Lease,
      except as follows: (if none, state "None")
      ____________________________________.

    


    4. ADDITIONAL
      AGREEMENTS. Lessee
      covenants and agrees that, during all such times as Lender is the Beneficiary
      under the Deed of Trust:

     

    4.1 Notice
      of Default.
      Lessee
      will notify Lender in writing concurrently with any notice given to Lessor
      of
      any default by Lessor under the Lease, and Lessee agrees that Lender has the
      right (but not the obligation) to cure any breach or default specified in such
      notice within the time periods set forth below and Lessee will not declare
      a
      default of the Lease, as to Lender, if Lender cures such default within fifteen
      (15) days from and after the expiration of the time period provided in the
      Lease
      for the cure thereof by Lessor; provided,
      however,
      that if
      such default cannot with diligence be cured by Lender with-in such fifteen
      (15)
      day period, the commencement of action by Lender within such fifteen (15) day
      period to remedy the same shall be deemed sufficient so long as Lender pursues
      such cure with diligence;

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    4.2 Assignment
      of Rents.
      Upon
      receipt by Lessee of written notice from Lender that Lender has elected to
      terminate the license granted to Lessor to collect rents, as provided in the
      Deed of Trust, and directing the payment of rents by Lessee to Lender, Lessee
      shall comply with such direction to pay and shall not be required to determine
      whether Lessor is in default under the Loan and/or the Deed of
      Trust.

     

    4.3 Certain
      Actions Not Binding on Lender.
      Lender
      shall not be bound by any modification, amendment, termination or cancellation
      of the Lease (in whole or in part) that was effected without Lender's prior
      written consent.

    


    5. ATTORNMENT. IN
      THE
      EVENT OF A FORECLOSURE UNDER THE DEED OF TRUST, LESSEE AGREES FOR THE BENEFIT
      OF
      LENDER (INCLUDING FOR THIS PURPOSE ANY TRANSFEREE OF LENDER OR ANY TRANSFEREE
      OF
      LESSOR'S TITLE IN AND TO THE PROPERTY BY LENDER'S EXERCISE OF THE REMEDY OF
      SALE
      BY FORECLOSURE UNDER THE DEED OF TRUST), UPON THE RECEIPT BY LESSEE OF WRITTEN
      NOTICE OF SUCH FORECLOSURE, AS FOLLOWS:

     

    5.1 Payment
      of Rent.
      Lessee
      shall pay to Lender all rental payments required to be made by Lessee pursuant
      to the terms of the Lease for the duration of the term of the
      Lease;

     

    5.2 Continuation
      of Performance.
      Lessee
      shall be bound to Lender in accordance with all of the provisions of the Lease
      for the balance of the term thereof; provided that the Lease shall be deemed
      not
      to include any modification, amendment, termination or cancellation of the
      Lease
      (in whole or in part) that was effected without Lender's prior written consent;
      and Lessee hereby attorns to Lender as its landlord, and Lender hereby accepts
      such attornment, such attornment to be effective and self-operative without
      the
      execution of any further instrument immediately upon Lender succeeding to
      Lessor's interest in the Lease and giving written notice thereof to
      Lessee;

     

    5.3 No
      Offset.
      Lender
      shall not be liable for, nor subject to, any offsets or defenses which Lessee
      may have by reason of any act or omission of Lessor under the Lease with respect
      to the period preceding the effectiveness of the attornment provided for herein,
      nor for the return of any sums which Lessee may have paid to Lessor under the
      Lease (a) as and for security deposits, rentals paid more than one (1) month
      before the time when they became due under the lease, or otherwise, except
      to
      the extent that such sums are actually delivered by Lessor to Lender and applied
      to amounts due in respect of the Loan (or held by Lender as collateral
      therefor); and, for purposes of determining the rentals due under the Lease,
      any
      amount paid in respect of rentals paid more than one (1) month before the time
      such amount became due under the Lease and not delivered by Lessor to Lender
      and
      applied to amounts due in respect of the Loan (or held by Lender as collateral
      therefor) shall be treated as if they had not been paid; or (b) any payment
      made
      by Lessee to Lessor in consideration of any modification, termination or
      cancellation of the Lease (in whole or in part) without Lender's prior written
      consent.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    5.4 Subsequent
      Transfer.
      If
      Lender, by succeeding to the interest of Lessor under the Lease, should become
      obligated to perform the covenants of Lessor thereunder, then, upon any further
      transfer of Lessor's interest by Lender, all of such obligations shall terminate
      as to Lender.

    


    6. NON-DISTURBANCE.
      IN
      THE
      EVENT OF A FORECLOSURE UNDER THE DEED OF TRUST, SO LONG AS THERE SHALL THEN
      EXIST NO “EVENT OF DEFAULT” ON THE PART OF LESSEE UNDER (AND AS DEFINED IN) THE
      LEASE, LENDER AGREES FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS THAT THE
      LEASEHOLD INTEREST OF LESSEE UNDER THE LEASE SHALL NOT BE EXTINGUISHED OR
      TERMINATED BY REASON OF SUCH FORECLOSURE, BUT RATHER THE LEASE SHALL CONTINUE
      IN
      FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS THEREOF EXCEPT AS MODIFIED
      OR
      LIMITED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF
      SECTIONS 4.3 AND 5.2 HEREOF),
      AND
      LENDER SHALL RECOGNIZE AND ACCEPT LESSEE AS TENANT UNDER THE LEASE SUBJECT
      TO
      THE TERMS AND PROVISIONS OF THE LEASE EXCEPT AS MODIFIED OR LIMITED BY THIS
      AGREEMENT.

    


    7. MISCELLANEOUS.

     

    7.1 Heirs,
      Successors, Assigns and Transferees.
      The
      covenants herein shall be binding upon, and inure to the benefit of, the heirs,
      successors and assigns of the parties hereto; and

     

    7.2 Notices.
      All
      notices or other communications required or permitted to be given pursuant
      to
      the provisions hereof shall be deemed served upon delivery or, if mailed, upon
      the first to occur of receipt or the expiration of three (3) days after deposit
      in United States Postal Service, certified mail, postage prepaid and addressed
      to the address of Lessee or Lender appearing below:

    


    


    
      	
              "OWNER"

            	
              "LENDER"

            
	 	 
	
              BORROWER
                NAME, a general partnership 

              STREET
                ADDRESS

              CITY,
                STATE ZIP

            	
              ________________

              ________________

              ________________

              ________________

            
	 	
               

              Attn:
                ________________

              Loan
                No. _____________

            
	
              "LESSEE"

            	 
	
              NAME
                OF LESSEE HERE

              LESSEE'S
                ADDRESS (STACKED) HERE 

            	 


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    provided,
      however, any party shall have the right to change its address for notice
      hereunder by the giving of written notice thereof to the other party in the
      manner set forth in this Agreement; and

     

    7.3 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute and be construed
      as one and the same instrument; and

    


    7.4 Remedies
      Cumulative.
      All
      rights of Lender herein to collect rents on behalf of Lessor under the Lease
      are
      cumulative and shall be in addition to any and all other rights and remedies
      provided by law and by other agreements between Lender and Lessor or others;
      and

    


    7.5 Paragraph
      Headings.
      Paragraph
      headings in this Agreement are for convenience only and are not to be construed
      as part of this Agreement or in any way limiting or applying the provisions
      hereof.

    


    7.6 Lender’s
      Consent.
      If the
      Lease is being entered into by Owner after the making of the Loan, Lender hereby
      consents to Owner’s entry into the Lease. 

    


    7.7 Owner’s
      Consent.
      By its
      execution and delivery of this Agreement, Owner consents to, and authorizes
      Lessee to comply with, each of the provisions hereof.

    


    INCORPORATION.
      Exhibit A
      is
      attached hereto and incorporated herein by this reference.

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.


     

    
      	NOTICE:	
              THIS
                SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON
                OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION
                OF
                WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE
                LAND.

            


    

     

    IT
      IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREE-MENT, THE PARTIES
      CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO.

     

    
      	 	 	 
	 	
              "OWNER"
                
                 

                BORROWER
                  NAME,

                a
                  general partnership

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Its:____________________________________


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              "LENDER"

               

                

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Signee's Name

              
                Its: Signee's
                  Title

              

            


    

     

    
      	 	 	 
	 	
              "LESSEE"

               

              
                NAME
                  OF LESSEE HERE

                 

                LESSEE
                  SIGNATURE BLOCK HERE

              

            


    

     

    (ALL
      SIGNATURES MUST BE ACKNOWLEDGED)



    
      
        
        

      

      
        56

        
          

        

      

       

    


    DESCRIPTION
      OF PROPERTY

    


    EXHIBIT A
      to
      Subordination Agreement; Acknowledgment of Lease Assignment, Attornment and
      Non-Disturbance Agreement dated as of DATE OF DOCUMENTS, executed by BORROWER
      NAME, a general partnership as "Owner", NAME OF LESSEE HERE, as "Lessee", and
      ___________________________, as "Lender".

     

    All
      that
      certain real property located in the County of PROPERTY COUNTY, State of
      ____________, described as follows:

    


    APN

    


    STATE
      OF __________________

    COUNTY
      OF ____________________ SS.

     

    On
      this
      ______ day of ____________________, 20__, before me,_______________a
      Notary
      Public in and for the State of _______________, personally
      appeared ______________________personally
      known to me (or proved on the basis of satisfactory evidence) to be the
      person(s) whose name(s) is/are subscribed to the within instrument and
      acknowledged to me that he/she/they executed the same in his/her/their
      authorized capacity(ies), and that by his/her/their signature(s) on the
      instrument the person(s), or the entity upon behalf of which the person(s)
      acted, executed the instrument.

    


    WITNESS
      my hand and official seal

    


    Signature_____________________________________    

     

    My
      commission expires__________________________

        

    
      
        
        

      

      
        57