Exhibit 10.79



 





Exhibit 10.79




AGREEMENT




This
agreement entered into this 1st day of January 1998, by and between F & J
Properties, Inc. (hereinafter called “Landlord”) and Mr. Tire, Inc.
(hereinafter called “Tenant”).



WITNESSETH:




That for and in consideration of the rents herein reserved and to be paid by
tenant to the Landlord and of the covenants and agreements herein set forth to
be kept, performed and observed by Tenant, the Landlord does hereby rent,
demise and lease to the Tenant and the Tenant does hereby take, lease and hire
from the Landlord, upon the terms and conditions hereinafter set forth, land
and improvements located at 5910 Liberty Road, Baltimore, Maryland, (the
“Premises”), including specially a certain building located thereon, (the
“Building”).



     1. Term



The Term of this Lease shall be ten (10) years commencing January 1, 1998 and
terminating December 31, 2007, both dates inclusive (the “Term”). Tenant shall
have the option of renewing and extending the term of this lease for two (2)
successive term of ten (10) years, for the same rental terms and conditions as
the original term.



     2. Rent



(A) Tenant, in consideration of this Lease, agrees to pay to Landlord, Basic
Rent during the Term hereof, the sum of six hundred sixteen thousand six
hundred ninety seven dollars and 28/100 dollars ($616,697.28), all payable
without deduction or set off or demand, to be received on or before the first
day of each month in accordance with the following schedule:



(i) For the Lease Year January 1, 1998-December 31, 1998, fifty eight thousand
nine hundred forty five dollars and 20/100 dollars ($58,945.20) payable in
twelve equal monthly installments of four thousand nine hundred twelve dollars
and 10/100 dollars ($4,912.10);



(ii) For the Lease Year January 1, 1999-December 31, 1999, fifty nine thousand
five hundred thirty four dollars and 64/100 dollars ($59,534.64) payable in
twelve equal monthly installments of four thousand nine hundred sixty one
dollars and 22/100 dollars ($4,961.22);



(iii) For the Lease Year January 1, 2000-December 31, 2000, sixty thousand one
hundred twenty nine dollars and 96/100 dollars ($60,129.96) payable in twelve
equal monthly installments of five thousand ten dollars and 83/100 dollars
($5,010.83);



(iv) For the Lease Year January 1, 2001-December 31, 2001, sixty thousand seven
hundred thirty one dollars and 28/100 dollars ($60,731.28) payable in twelve
equal monthly installments of five thousand sixty dollars and 94/100 dollars
($5,060.94);



(v) For the Lease Year January 1, 2002-December 31, 2002, sixty one thousand
three hundred thirty eight dollars and 60/100 dollars ($61,338.60) payable in
twelve equal monthly installments of five thousand one hundred eleven dollars
and 55/100 dollars ($5,111.55);



(vi) For the Lease Year January 1, 2003-December 31, 2003, sixty one thousand
nine hundred fifty two dollars and 04/100 dollars ($61,952.04) payable in
twelve equal monthly installments of five thousand one hundred sixty two
dollars and 67/100 dollars ($5,162.67);



(vii) For the Lease Year January 1, 2004-December 31, 2004, sixty two thousand
five hundred seventy one dollars and 60/100 dollars ($62,571.60) payable in
twelve equal monthly installments of five thousand two hundred fourteen dollars
and 30/100 dollars ($5,214.30);



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(viii) For the Lease Year January 1, 2005-December 31, 2005, sixty three
thousand one hundred ninety seven dollars and 28/100 dollars ($63,197.28)
payable in twelve equal monthly installments of five thousand two hundred sixty
six dollars and 44/100 dollars ($5,266.44);



(ix) For the Lease Year January 1, 2006-December 31, 2006, sixty three thousand
eight hundred twenty nine dollars and 20/100 dollars ($63,829.20) payable in
twelve equal monthly installments of five thousand three hundred nineteen
dollars and 10/100 dollars ($5,319.10);



(x) For the Lease Year January 1, 2007-December 31, 2007, sixty four thousand
four hundred sixty seven dollars and 48/100 dollars ($64,467.48) payable in
twelve equal monthly installments of five thousand three hundred seventy two
dollars and 29/100 dollars ($5,372.29);



In the event that tenant pays Landlord any installments of Basic Rent or
Percentage Rent after the due date, or any Additional Rent (as hereinafter
defined) later than the (5th) day after billing therefore, then and in such
event, Tenant shall pay to Landlord, together with and in addition to said
installment of Basic Rent or Additional Rent, a late charge of five percent
(5%) of installment past due. Any installments of Basic Rent or Additional Rent
not made within ten (10) days from the date due shall, in addition to the
foregoing late charges, bear interest from the date due at the rate of eighteen
percent (18%) per annum (the “Default Rate”). If Landlord, during the Term of
this Lease, receives two (2) or more checks from Tenant which are returned for
insufficient funds.



Landlord, in addition to applicable late charges and reimbursement for any
additional cost incurred by reason of any returned check, may require, at
Landlord’s election, that any future payment shall be either bank certified,
cashier’s or treasurer’s check. None of the foregoing late charges shall be
construed to limit or otherwise waive any other remedies available to Landlord
for Tenant’s default under this Lease. Anything contained herein to the
contrary notwithstanding, the late charges provided hereunder shall be abated
for one violation each Lease Year, provided Tenant cures such late payment
within five (5) days after written notice that the same is past due.



(B) Tenant shall tender all payments due hereunder by good check to Landlord
c/o F & J Properties, P.O. Box 428, Savage, Maryland 20763, or to such other
party or such other address as Landlord may designate from time to time by
written notice to Tenant. If Landlord shall at any time or times accept said
Basic Rent or Additional Rent after it shall become due and payable, such
acceptance shall not excuse delay upon subsequent occasions, or constitute a
waiver of any or all of Landlords rights hereunder.



(C) This Lease is what is commonly called a “triple net lease”, it being
understood that Landlord shall receive the rent free and clear of any and all
other impositions, taxes, liens, charges, or expenses of any nature whatsoever
in connection with the ownership and operation of the Premises. In addition to
the Basic Rent, Tenant shall pay to the parties respectively entitled thereto
all impositions, insurance premiums, utility charges (including but not limited
to gas, fuel, electric, water, sewer, trash removal and telephone charges),
operating charges, maintenance charges, construction costs, and any other
charges, costs, and expenses which arise or may be contemplated under any
provisions of the Lease during the Term hereof. All of such charges, costs, and
expenses shall constitute Additional Rent, and upon the failure of Tenant to
pay any of such costs, charges or expenses, Landlord shall have the same rights
and remedies as otherwise provided in this Lease for the failure of Tenant to
pay Basic Rent. For purposes herein contained the term “Rent” shall refer to
Basic Rent and Additional Rent. It is the intention of the parties hereto that
this Lease shall not be terminable for any reason by the Tenant unless
otherwise expressly permitted under the terms of this Lease and that Tenant
shall in no event be entitled to any abatement of or reduction in Rent payable
hereunder, except as herein expressly provided. Any present or future law to
the contrary shall not alter this agreement of the parties. If Tenant defaults
in the making of any payment to any third party or in the doing of any act
required to be made or done by Tenant, then Landlord may, but shall not be
required to make such payment or do such act, and the amount of the expense
thereof, if made or done by Landlord, within interest thereon at the Default
Rate accruing from the date paid by Landlord, together with an additional
charge of fifteen percent (15%) of the amount so paid to cover Landlord’s
administrative costs, shall be paid by Tenant to Landlord and shall constitute
Additional Rent hereunder due and payable by Tenant upon receipt by Tenant of a
written statement of costs from Landlord. The making of such payment or the
doing of such act by Landlord shall not operate to cure Tenant’s default, nor
shall it prevent Landlord from the pursuit of any remedy to which Landlord
would otherwise be entitled.



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     3. Additional Rent.



Tenant, in addition to Basic Rent, shall pay Additional Rent as hereafter
specified, payable by Tenant to Landlord under this Lease being deemed
“Additional Rent”. Basic Rent and Additional Rent shall collectively be
referred to as “Rent”.



(A) Impositions.



Tenant shall pay throughout the Term, as Additional Rent, all taxes and
assessments, general and special, if any, levied and assessed on the Premises,
any improvements or alterations thereto and any personal property located
therein, and all other governmental charges and impositions of any kind or
nature whatsoever, general or special, foreseen and unforeseen, which if not
paid when due, would encumber the title to the Building, all of which are
herein called “Impositions” provided, however, that Impositions relating to
fiscal periods of the taxing authority which precede or extend beyond the Term
of this Lease shall be appointed between Landlord and Tenant. Landlord shall
periodically provide Tenant with Landlords estimate of Impositions coming due,
and Tenant shall pay to Landlord monthly, together with Basic Rent, one twelfth
(1/12) of Landlords estimate of Impositions. Landlord shall forward to Tenant
copies of all notices, bills or other statements received by Landlord
concerning any Impositions and the presentation of any such invoice shall be
conclusive evidence of the amount of the particular element of the Imposition
to which the bill or statement refers. Any overpayment or deficiency in Tenants
payment of Impositions shall be “Adjusted” within thirty (30) days after
Tenants receipt of such statement. For purposes of this Lease “Adjusted” or
“Adjustment” means the adjustment between Landlord and Tenant of any
overpayment or deficiency in payment by Tenant of Impositions. Any required
Adjustment shall be made, as the case may be by;



(i) Tenants payment to Landlord of any deficiency or



(ii) by Landlord’s crediting to Tenant’s account any overpayment or, if such
Adjustment is made at the end of the term, Landlord’s reimbursement to Tenant
of such overpayment less any amounts due from Tenant. At anytime during a Lease
Year, Landlord may re-estimate Tenant’s share of Impositions and adjust
Tenant’s monthly installments payable thereafter during the Lease Year to
reflect more accurately Tenant’s share of Impositions as reestimated by
Landlord.



For purposes hereof, “Impositions” shall also include any and all business
licenses and/or franchise taxes imposed upon Tenant, and any taxes, assessments
or other levies which may at any time be imposed against the Premises by any
federal, state, county, municipal, quasi governmental or corporate entity in
respect of public transportation or works or other governmental authority any
assessments for public improvements or benefits and including also any tax,
assessment or other charges in the nature of a sales, excise, use or other tax
upon the Rent payable under this Lease, whether assessed against Tenant or
Landlord, or the Premises. Impositions shall also include the cost (including
attorney’s fees, consultant fees, witness and appraisal costs) of any
negotiation, contest or appeal pursued by Landlord (regardless of outcome). The
provisions of this Lease shall not be deemed to require Tenant to Pay
municipal, state or federal income, gross receipts or excess Profits taxes
assess against the Landlord, or municipal, state or federal estate, succession,
or inheritance taxes imposed upon the Landlord provided, however, that if, at
any time during the Term of this Lease, the methods of taxation of real estate
prevailing on the date of the Lease shall be altered or supplemental so as to
cause in lien thereof the whole of the taxes, assessments and other
governmental charges owed, levied and assessed on the Premises to be levied and
assessed on the Rent payable by tenant to Landlord under this lease, then the
taxes so levied and assessed on the Rent shall be deemed to be Impositions and
shall be payable by Tenant.



In addition to Tenant’s share of Impositions, Tenant shall pay, prior to the
date due, to the appropriate taxing authority, any and all sales, excise and
other taxes levied, imposed or assessed with respect to the operation of
Tenant’s business and with respect to its inventory, furniture, fixtures,
equipment and all leasehold improvements installed by Tenant, any prior tenant
or by Landlord on behalf of Tenant. In no event shall Tenant have the right to
contest Impositions absent Landlord’s prior written consent, which consent may
be withheld or delayed in Landlord’s sole and absolute discretion.



(B) Insurance/Indemnity.



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The Landlord assumes no liability or responsibility whatsoever with respect to
the conduct and operations of the business to be conducted within the Premises.
The Landlord shall not be liable for any accident or injury to any person or
persons or property in or about the Premises which are caused by any reason
whatsoever, including, but not limited to the conduct and operations of said
business, or by virtue of equipment or property owned or permitted in the
Premises by the Tenant except when caused by Landlord’s gross negligence and
then, only to the extent not covered under Tenant’s insurance. The Tenant
agrees to indemnify and hold the Landlord, its agents, employees and lenders
having liens against the Premises (“Indemnities”) from and against all
liability, claims, suits, causes of action, demands, judgments, cost, interest
and expenses (including also actual counsel fees and disbursements incurred in
the defense thereof) to which any Indemnities may be subject or suffered,
whatsoever by reason of any claim for, injury to, or death of, any person or
persons or damage to or loss of property (including also any loss of use
thereof) or otherwise, and arising from or in connection with the use by Tenant
of, or from any work or anything whatsoever done by Tenant or any of its
officers, directors, agents, contractors, employees, licensees or while within
the Premises, invitees in any part of the Premises, during the Term of this
Lease, or arising from any condition of the Premises due to or resulting from
any default by Tenant in keeping observance or performance of any covenant or
agreement contained in this Lease or from any fault or neglect of Tenant or any
of its officers, directors, agents, contractors, employees, licensees or while
within the Premises, invitees.



(ii) In order to assure the Indemnity referred to hereinabove, Tenant shall
carry and keep in full force and effect at all times during the Term of this
Lease, for the protection of Landlord and Tenant and naming both Landlord,
Tenant and any Indemnities of Landlord as may exist from time to time or other
parties as landlord may designate from time to time as parties insured, public
liability insurance with limits for bodily injury or death of a least ONE
MILLION DOLLARS ($1,000,000.00) for any one person or occurrence and at least
THREE MILLION DOLLARS ($3,000,000.00) in the aggregate for any accident or
number of persons, and on hundred percent (100%) actual replacement cost and
extended coverage insurance for all risks, fire, casualty and Property damage
covering the Premises, including, but not limited to the heating, air
conditioning, water heater, water pump, plumbing (including sprinkler),
electrical and mechanical systems serving the Premises and leasehold
improvements (including those made by any prior tenant), lifts and auto/truck
bays and Alterations, such policies to carry special endorsements covering
against damage or loss by earthquake and against damage by water covered by so
call flood insurance. All such policies shall, at Landlord’s election, name
party as Landlord may designate as loss payee. In addition Tenant shall
maintain rental interruption insurance sufficient to cover Rent payable under
this Lease for no less than a one year period from and after the date of
casualty throughout the Term naming Landlord or upon prior written notice, such
other parties as Landlord may designate, as sole loss payee. In no event shall
minimum amounts of coverage called for herein be less that the amount required
by lenders having liens on the Premises. Copies of all such policies and/or
certificates of insurance shall be furnished to Landlord upon request without
undo delay.



(iii) Tenant shall obtain or cause to be obtained prior to commencement of any
permitted alterations or other work, and keep in force during performance of
the work, public liability and workmen compensation insurance to cover all
contracts to be employed and covering Tenant, if Tenant elects to do any work
itself The covering limits, form, and content of such policies shall be
commercially reasonable and customary as reasonably determined by Landlord, but
no event in amounts less than that required under applicable law. Tenant shall
also, upon Landlord’s request, carry contract insurance or cause its contracts
to post performance bonds. Before commencement of any works on the Premises,
Tenant shall deliver certificates to Landlord showing such insurance and/or
performance bonds to be in effect.



(IV) Tenant shall carry statutory workman compensation insurance covering its
employees in, on and about the Premises. Copy of such policy and/or
certificate of insurance shall be furnished to Landlord upon request without
undo delay.



(v) A insurance policies required to be obtained by Tenant hereunder shall be
issued by recognized and responsible insurance companies, having a “Best
Insurance” rating of not less than A and a credit rating not less than XV and
be qualified to do business in Maryland, and shall provide that such policies
shall not be cancelled without thirty (30) days prior written notice to
Landlord. Landlord shall be named as an additional insured and whenever
designated by Landlord, as sole loss payee on all such policies, with the
exception of the statutory



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workmen compensation coverage referred to herein and other casualty insurance
carried by Tenant covering trade fixtures, equipment and inventory paid for and
brought upon the premises by Tenant. Tenant shall deliver to Landlord at least
once each Lease year, but so often as Landlord may request from time to time, a
copy of all such insurance policies or a certificate thereof showing the same
to be in full force and effect.



(vi) In the event Tenant shall fail to keep in force and maintain any such
policy of insurance, Landlord shall have the right, at its option, and at the
sole cost of Tenant, in addition to all other rights and remedies in the event
of default, to purchase such policy or policies of insurance and to pay the
premiums thereon. In such, event Tenant shall pay Landlord as Additional Rent
an amount equal to Landlord’s cost of such insurance plus fifteen percent (15%)
to cover Landlord’s administrative costs in procuring and administering such
insurance, upon receipt of a written demand therefore.



(vii) Anything in this Lease to the contrary notwithstanding, the Tenant does
hereby release the Landlord from any and all liability for any loss or damage
to its property or Premises caused by fire or any of the other casualties
covered by the risks included in insurance policies required to be carried by
Tenant, including but not limited to Tenant’s general liability, extended
coverage all risk, property damage, flood, earthquake and casualty insurance.
This release is given notwithstanding that such liability casualty or loss
shall have resulted from the negligence of Landlord or Tenant or their
respective agents, employees, licenses, contractors or invites. Tenant agrees
to cause it insurance policies covering the Premises and contents thereof to
contain an appropriate endorsement whereby the insurer agrees that the
insurance policy and coverage will not be invalidated by reason of the
foregoing waiver of the right of recovery against the Landlord for loss
occurring to the properties covered by such policy, and whereby such insurer
also waives any right of subrogation against the Landlord and Tenant will, upon
request, deliver to Landlord a certificate evidencing such waiver of
subrogation by the insurer.



(viii) Anything in this Section 3 to the contrary notwithstanding, Landlord
shall have the option, either alternatively or in combination with Tenant, to
carry such casualty and property insurance covering the Premises, leasehold
improvements, Alterations, and systems serving the Premises, including but not
limited to the heating, air conditioning, water heater, water pump, plumbing
(including sprinkler), electrical, and mechanical systems, Landlord may
determine to be reasonable or necessary to protect its interests, and bill the
cost of any insurance carried directly by Landlord to Tenant. Any premiums so
billed by Landlord to Tenant shall be Additional Rent and payable within five
(5) days of written demand.



     4. Possession of Premises, TENANT’S Work.



Landlord delivers, and Tenant accepts the Premises “as is”. Tenant further
acknowledges that is has fully inspected the Premises prior to the execution of
this Lease and does hereby assume all of the risks, including but not limited
to patent or latent defects as well as responsibility for all existing
environmental conditions. Tenant further understands and agrees that Landlord
shall be under no liability nor have any obligation to do any preoccupancy work
or make any repairs in or to the Premises, except as otherwise expressly
provided herein, any work which may be necessary to adapt the Premises for
Tenant’s occupancy or for the operation of Tenant’s business therein (including
any Alterations that may be necessary now or hereafter to effectuate compliance
with any applicable laws), the sole responsibility therefore being that of
Tenant and shall be performed by Tenant at its sole cost and expense.



     5. Tenant’s Covenants:



Tenant hereby covenants as follows:



(A) Not to use Premises for any disorderly or unlawful purpose, nor for any
purpose not expressly permitted pursuant to this Lease.



(B) To keep the Premises and approaches thereto, including parking areas, clean
and free from trash and rubbish, to remove snow and ice from the adjacent
sidewalks and any parking areas and loading areas which are a portion of the
Premises, and to keep any show windows and signs neat, clean and in good order;
and not to store any material or trash of any nature whatsoever on the exterior
of the Premises, unless same is contained in covered dumpsters and not to store
or dispose of any materials, except in accordance with all applicable laws.
Tenant



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shall contract and arrange for, at Tenant’s expense, trash and materials
removal at such intervals as are necessary to satisfy the requirements of this
paragraph and applicable laws.



(C) Not to operate any machinery in the Premises which may cause excessive
vibration or damage to the Premises, nor create any nuisance.



(D) To inspect all portions of the Premises, both interior and exterior and all
machinery and equipment therein, so it may promptly detect the need for repairs
to any thereof, to make such repairs as it is herein obligate to make.



(E) Not to place any loads or machinery or safes in the Premises in excess of
the existing floor loads or utilize any equipment which would overload the
Premises existing systems.



     6. Use of Premises.



(A) Tenant hereby covenants and agrees the Premises shall not be used for any
purpose other than for the following purposes: Retail and office use and
automotive uses as allowed by law.



(B) Tenant, at its own expense, shall comply with and carry out promptly, all
orders, requirements or conditions imposed by the ordinances, laws and
regulations of the United States, Maryland and of all other governmental
authorities having jurisdiction over the Premises or Tenant, which are
occasioned by or required in the conduct of Tenant’s business in the Premises,
including but not limited to all environmental laws and regulations now or
hereafter promulgated relative thereto. Tenant shall further comply with the
Americans with Disabilities Act of 1990 (ADA) and any amendment to ADA, as well
as applicable state land local laws, regulations and ordinances regarding
access to, employment of, and service to individuals covered by the ADA. The
compliance with ADA will include, but not be limited to, the design,
construction and Alterations of the Premises. Tenant will indemnify Landlord
and save it harmless from all penalties, claims and demands, resulting from any
noncompliance. Tenant shall be responsible for obtaining and shall promptly
obtain at its sole cost and expense all licenses, permits, certificates of
occupancy, variances, special exceptions or any other permission necessary for
its use, occupancy, repairs and subject to Section 8, signs, and subject to
Section 9, Alterations of the Premises by Tenant as contemplated herein.



(C) Tenant shall not suffer or permit the Premises or any portion thereof to be
used by the public without restriction or in such a manner as might reasonably
tend to impair Landlord’s title to the Premises, or any portion thereof, or in
such manner as might reasonably make possible a claim of adverse usage or
adverse possession by the public, as such or of implied dedication of the
Premises or any portion thereof Tenant hereby expressly recognizes that in no
event shall it be deemed the agent of Landlord, and no contractor of Tenant
shall by virtue of its contract be entitle to assert any lien against the
Premises or Landlord’s interest therein.



     7. Repairs, Maintenance.



(A) Landlord shall, subject to the need therefore not being caused in whole or
part by the negligent or willful acts or omission of Tenant, its agents,
employees, contractors or assigns, and subject to the aggregate cost thereof
over the term not exceeding two (2) months of the then current Rent, maintain
the exterior, structural walls, and foundations of the building except for
alterations and improvements made by Tenant affecting the foregoing, which
shall be Tenant’s responsibility to maintain and repair. Tenant shall
throughout the Term, at no cost or expense to Landlord, make all other
necessary repairs to the interior and exterior of the Premises, including,
without limitation, the roof, the plumbing, the parking lot, mechanical and
electrical systems serving the Premises. Tenant shall, in addition, at no cost
or expense to Landlord, maintain the Premises, and all fixtures, equipment,
Alternations and improvements installed or made by Tenant, by Landlord or any
prior tenants contained therein, including, but not limited to, heating, air
conditioning, water heater, water pump, plumbing (including sprinkler system),
electrical and mechanical systems, in at least as good repair order and
condition as the same are in on the Lease Commencement Date or date installed
by Tenant, reasonable wear and tear and loss by fire or other casualty (to the
extent this Lease is terminated pursuant to Section 21 and insurance proceeds
sufficient to replace the same are paid to Landlord or its designee or unless
Landlord elects, pursuant to Section 21, to restore the Premises), and promptly
at no cost or expense to Landlord, shall make or cause to be made, all
necessary repairs, interior and exterior, structural and non structural,
foreseen as well as unforeseen. Tenant, at its



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own cost and expense shall also keep, maintain and repair all sideways,
driveways, ground (including lawn care) and parking areas in a clean, neat and
orderly condition and shall remove all snow and ice therefrom.



(B) All personal property of the Tenant in the Premises shall be there at the
sole risk of the Tenant. Landlord shall not be liable for any accident or
damage to the property of Tenant resulting from any reason whatsoever. Tenant
hereby expressly releases Landlord from liability incurred or claimed by reason
of damage therefrom.



     8. Signs and Personal Property



Tenant agrees that no sign, awning, advertisement or notice shall be inscribed,
affixed or displayed on any part of the Premises, except if first approved by
Landlord, which approval will not be unreasonably withheld, conditioned or
delayed. Such signage shall further be subject to all requirements and
regulations of applicable governmental authorities having jurisdiction over the
installation, placement and appearance of signs. Existing signs are deemed
approved.



     9. Alterations



(A) Tenant shall not make alterations, installations, changes, replacements,
additions or improvements in or to the Premises or any part thereof
(“Alterations”), or delay its consent with respect to same, provided such work
shall be non structural and provided further that such work shall not affect
any of the mechanical, electrical or other systems servicing the building, and
provided further, that Landlord shall have received plans and specifications in
a form and detail satisfactory to Landlord of any such proposed Alterations,
installations, changes, replacements, additions or improvements. Tenant agrees
to provide Landlord with the name of any proposed contractors of Tenant,
certificates of liability insurance maintained by such contractors in amounts
acceptable to Landlord, and copies of all plans for such improvements at the
time request for Landlord’s approval is made by Tenant. Tenant shall provide
Landlord with a copy of all requisite permits prior to commencement of any such
work as its sole expense. All of Tenant’s aforesaid Alterations shall be
performed in a good and workman like manner and in compliance with all
applicable laws, codes, rules and ordinances. Landlord may at its option and
discretion require Tenant at Tenant’s expense, to repair any damage to the
Premises caused by either the removal or installation of aforesaid Alterations,
or the removal or installation of any of Tenant’s equipment or fixtures that
are removable, and Tenant will promptly comply with such directions. In
addition to all legal, equitable and other rights and remedies available to
Landlord, it is agreed that if Tenant, after receipt of written notice and
failure to cure same within ten (10) days, does not comply with its obligations
under this Section the Landlord shall have the right (but not the obligation)
to perform or cause to be performed Tenant’s obligations, duties and covenants
under this Section or any other provisions of this Lease, in which event Tenant
shall reimburse to Landlord upon written demand all costs incurred by Landlord
as a result thereof, plus fifteen percent (15%) to cover Landlord’s
administrative costs.



(B) Tenant shall have no authority to incur any debt or to make any charge
against Landlord, or to create any lien upon the Premises for any work or
materials furnished for the same, and if any such lien should be filed against
the Premises on account of work done to or labor or materials furnished on the
Premises at Tenant’s request (whether or not Tenant obtained Landlord’s
approval), Tenant shall have a period of thirty (30) days or such shorter
period as required by law or Landlord’s lenders having liens against the
Premises from the date notice of such lien is brought to attention to pay off
said lien and have the same discharged of record, or if Tenant disputes such
lien or the amount thereof, to post with the court having appropriate
jurisdiction adequate bond required to release said lien of record. If Tenant
shall fail to cause such lien to be so discharged or bonded within the time
prescribed above, then, in addition to any other right or remedy of Landlord,
Landlord may bond or discharge the same by paying the amount claimed to be due
the amount so paid by Landlord, plus fifteen percent (15%) to cover Landlord’s
administrative costs, plus Landlord’s actual attorney’s fees in either
defending or procuring discharge of such lien, together with interest thereon
at the Default Rate shall be due and payable by Tenant to Landlord as
additional Rent, upon demand.



(C) All existing leasehold improvements, alterations and other additions or
installations made to or within the Premises shall be Landlord’s property upon
installation and shall not be removed from the Premises. Notwithstanding the
foregoing, upon the expiration or earlier termination of the Lease, Tenant
shall at Tenant’s expense, remove any of the foregoing items (except
Alterations made with Landlord’s consent, where at the time



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of consent Landlord does not specify that the same will need to be removed upon
expiration or earlier termination of the Lease) from the Premises if Landlord
gives Tenant written notices to do so. Tenant shall promptly repair or, at
Landlord’s election reimburse Landlord for the cost of repairing all damage
done to the Premises by such removal.



     10. Assignment and Subletting.



Tenant acknowledges that Landlord has entered into this Lease based on the
financial creditworthiness and business reputation of Tenant and that such was
a material inducement to Landlord’s entering into Lease. Accordingly, Tenant
shall not, either directly, or indirectly, or by operation of law or by merger,
reorganization or otherwise:



(a) assign, mortgage, pledge, encumber or otherwise transfer this Lease, the
Term and estate hereby granted or any interest hereunder;



(b) permit the Premises or any part to be utilized by anyone other than Tenant
or



(c) sublet or hypothecate (all of which be hereafter referred to as a
“Transfer”) the Premises or any part thereof without obtaining in each
instance, Landlord’s written consent, which may be withheld, conditioned or
delayed in Landlord’s sole and absolute discretion. The transfer of any
ownership interest in Tenant so as result in a change of control by way of
merger, sale, reorganization, transfer of stock (except with respect to
transfer of stock which is listed on a “National Securities Exchange” as
defined in the Securities Exchange Act of 1934), sale of assets, appointment of
a receiver or take-over by governmental authorities or otherwise shall be
deemed a prohibited Transfer requiring Landlord’s consent. Transfer of Tenant’s
right to occupy or use all or any portion of the Premises made without
Landlord’s consent shall be null and void and confer no rights upon any third
person. The consent by Landlord to any Transfer of Tenant’s rights hereunder
shall not constitute a waiver of the necessity for such consent to any
subsequent attempted Transfer. Receipt by Landlord or Rent due hereunder from
any party other than Tenant shall not be deemed to be a consent to any such
Transfer, nor relieve Tenant of its obligating to pay Rent for the full Tern of
this Lease, Tenant shall have no claim and hereby waives the right to make
claim against Landlord to damages by reason of refusal, withholding or delaying
by Landlord of consent to a requested Transfer. Tenant agrees at the time of
requesting Landlord’s consent to pay to Landlord an amount equal to Two
Thousand and 00/100 Dollars ($2,000.00) to cover Landlord’s attorney fees and
administrative expense for the review, processing or preparation of any
document in connection with a permitted Transfer, such payment to be made in
consideration of Landlord’s review and independent of and regardless as to
whether or not Landlord’s consent is granted.



     11. Examination of Premises.



After reasonable advance notice, except in cases of an emergency, Tenant shall
allow Landlord and its agents reasonable access to the Premises during all
reasonable hours for the purpose of examining the same to ascertain and
determine if the Premises are in good repair and condition and for making
repairs required of Landlord hereunder. Landlord’s access shall in no event
constitute an eviction in whole or in part of Tenant and in no event shall such
access give rise to any claim of disrupted use, breach of quiet enjoyment nor
shall such access in any way affect or alter Tenant’s obligation to pay Rent as
and when provided herein. Landlord may exhibit the Premises to prospective
purchasers at anytime during the Term hereof and to prospective tenants during
the last twelve (12) months of the Term. Landlord, during the last twelve (12)
months of the Term, or any time Tenant shall be in default of its obligations
hereunder, shall have the right to post For Rent signs on the Premises.



     12. Subordination/Attornment.



Tenant agrees that this Lease shall be subject and subordinate to the lien or
liens of any mortgages, deed or deeds of trust, or other security interests
(collectively the “Interest”) that may now or may hereafter be placed against
the Premises and that this clause shall be self operating. Notwithstanding the
fact that this clause is self-operating, if Landlord requests, Tenant shall
execute any instruments, releases or other documents that may be required for
the purpose of confirming that this Lease, and Tenant’s interest is subject and
subordinate to the lien of any Interest, whether original or substituted.
Tenant covenants and agrees in the event any proceedings are brought



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for the foreclosure of any such mortgage or deed of trust, to return to the
purchaser upon any such foreclosure sale and to recognize such foreclosure sale
and to recognize such purchaser as the Landlord under this Lease and that upon
failure to do so within ten (10) days of demand, Landlord shall be deemed and
designated by Tenant as its Attorney-In-Fact, such to be coupled with an
interest, with full authority to execute any instruments required of Tenant
under this Lease. Tenant further waives the provisions of any statute or rule
of law, now or hereafter in effect, which may give or purport to give Tenant
any right or election to terminate or otherwise adversely affect this Lease and
the obligations of Tenant hereunder in the event any such foreclosure
proceedings is brought.



     13. Insolvency or Bankruptcy of Tenant.



If at any time prior to the Commencement Date of this Lease, or any time during
the term hereby demised, there shall be filed by or against Tenant in any court
pursuant to any statute either of the United States or of any state a petition
in bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Tenants property, and if within
thirty (30) days hereof Tenant fails to secure a discharge thereof, or if
Tenant makes an assignment for the benefit of creditors, or petitions for or
enters into a plan under the Bankruptcy Code (as defined below), this Lease, at
the option of Landlord, may be cancelled and terminated by notice of
cancellation to Tenant effective three (3) days thereafter, in which event
neither Tenant nor Guarantor nor any person claiming through or under Tenant or
Guarantor by virtue of any statute or of an order of any court shall be
entitled to possession, or to remain in possession of the Premises, and
Landlord, in addition to the other rights and remedies Landlord has by virtue
of any other provision herein or elsewhere in this Lease contained or by virtue
of any statue or rule of law may retain as liquidate damages any Rent,
security, deposit or monies received by Landlord from Tenant or others in
behalf of Tenant. If Tenant becomes a debtor within the meaning of the
Bankruptcy Reform act of 1978, as the same may from time to time be amended
(“Bankruptcy Code”) and notwithstanding any other provisions of this Lease,
this Lease and Landlord’s and Tenant’s rights are then made subject to such
Bankruptcy Code, it is covenanted and agreed that the failure of Tenant or its
representative appointed in accordance with said Bankruptcy Code to furnish
accurate information and adequate assurances as to the source of Rent and other
consideration due under this Lease, or conduct or have conducted at the
Premises Tenant’s business as provided in Section 6 hereof, shall in any case
each be deemed a default under this Section 20, and Landlord shall have all
rights and remedies herein afforded to it in the event of any default by Tenant
under this Lease. Tenant’s interest in this Lease shall not pass to any trustee
or receiver or assignee for the benefit of creditors or operation of law except
as may be specially provided by the Bankruptcy Code.



     14. Default.



(A) In event that:



(i) Tenant shall fail to pay when due any payment of the Rent payable by Tenant
hereunder and such failure shall continue for a period of five (5) days
following receipt by Tenant of written notice thereof (such notice only being
required once in any twelve month period) or



(ii) Tenant shall violate any other term, covenant or condition of this Lease
or neglect or fail to perform or to observe any of the other terms, conditions
or covenants herein contained on Tenant’s part to be performed or observed and
Tenant shall fail to remedy the same within fifteen (15) days of written notice
thereof from Landlord, provided however, that if cure is not reasonably
possible within the aforesaid fifteen (15) day period, then, in such event,
Tenant shall be afforded an additional reasonable time within to effectuate
cure or



(iii) in the event that this Lease or the Premises or any part thereof shall be
taken upon execution or by other process of law directed against Tenant, or
shall be taken upon or subject to any attachment at the instance of any
creditor of or claimant against Tenant, or taken over by governmental authority
or otherwise breach Section 13 above; or



(iv) if Tenant shall abandon, vacate or desert the Premises, or fail to operate
the Premises from the purposes provided in Section 6 thereof, or



35









 








(v) Tenant shall, except as expressly otherwise permitted herein, Transfer its
interest in this Lease, then in any one or more of such events, Tenant shall be
in default of the Lease and Landlord shall have the right, as its option, in
addition to any other rights and remedies set forth in this Lease or provided
at law or in equity either:



(1.) To terminate this Lease and if the event of default is not so cured,
Tenant’s right to possession of the Premises shall cease and the Lease shall
thereupon be terminated; or



(ii.) With or without notice to re-enter and take possession of the Premises
without terminating the Lease, or any part thereof, and repossess the same as
Landlord’s former estate and expel the Tenant and those claiming through or
under Tenant, and remove the effects of both or higher, (forcibly, if
necessary), and the Landlord shall have the right, without further notice or
demand, to take the action and do the things aforesaid without being deemed
guilty of any manner of trespass and without prejudice to any remedies for
arrears of rent or preceding breach of contract, it being expressly understood
that if the Landlord elects to re-enter, Landlord may terminate this Lease, or
from time to time, without terminating the Lease, may relet the Premises, or
any part thereof, for such terms and rental or rentals and upon such other
terms and conditions as Landlord may deem advisable, with the right to make
such Alterations and repairs and grant such rental concessions to prospective
tenants of the Premises at Tenant’s expense, as Landlord in its sole business
judgment believes reasonably necessary in connection with securing another
tenant. No such re-entry or taking of possession of the Premises by Landlord
shall be construed as an election on Landlord’s part to terminate this Lease
unless a written notice of such intention is given to Tenant or unless the
termination hereof be decreed by court of competent jurisdiction. In no event
shall Landlord be obligated to relet the Premises or mitigate damages, it being
understood that the failure to relet or mitigate shall in no event reduce
Landlord’s entitlement to Basic Rent, Percentage Rent, Additional Rent and
other sums payable under this Lease throughout the Term.



(3.) In no event shall Landlord be obligated to provide notice of default more
often than once in a twelve (12) month period, it being understood that
Landlord may exercise its rights under this Lease in the event of default
without notice if a notice of default has previously been given during the
immediately preceding twelve (12) month period; or



(4.) In the event of any such termination, Tenant shall nevertheless pay the
Rent and all other sums as herein provided up to the time of such termination,
and thereafter, Tenant, until the end of what would have been the term of this
Lease in the absence of such termination, and whether or not the Premises shall
have been relet, shall be liable to Landlord for and shall pay to Landlord, as
liquidated current damages, an amount equal to:



(i) The Rent and all sums as hereinbefore provided which would otherwise be
payable hereunder if such termination had not occurred, less the net proceeds,
if any, of reletting of the Premises after deducting all of the Landlord’s
expenses in connection in with such reletting, including without limitation,
all repossession costs, brokerage commissions, legal expenses including actual
attorney’s fees, expenses of employees, alteration and remodeling costs, and
expenses of preparation for such reletting; or



(ii) The present value of the Rent and all other sums as herein before provided
which would otherwise be payable hereunder if such termination had not
occurred, discounted at an interest rate equal to the Prime Rate of interest as
published in the Wall Street Journal as of the date of default, Tenant shall
pay such liquidated current damages on the days on which the Basic Rent would
have been payable hereunder if this Lease had not been terminate or at
Landlord’s election, shall pay such amount to Landlord by lump sum, upon
demand. If this Lease shall be terminated as aforesaid, Landlord may but shall
not be obligated to relet the Premises or any part thereof, for the account and
benefit of Tenant, for such terms and to such person or persons and for such
period or periods as Landlord may determine and any such sums received shall be
applied first against all of the Landlord’s expenses in connection with such
reletting, including without limitation, all repossession costs, brokerage
commissions, legal expenses including actual attorney’s fees, expenses of
employees, alteration and remodeling costs, and expenses of preparation for
such reletting, and then against damages occasioned by Tenant’s default. The
acceptance of a tenant by Landlord in place of Tenant shall not operate as a
release of Tenant from the performance of any covenant, promise or agreement
herein contained, and the performance of any substitute tenant by the payment
of Rent, or otherwise, shall not constitute satisfaction of the obligations of
Tenant arising hereunder. Any damages or deficiencies, at the option of
Landlord, may be recovered by Landlord in separate actions, from time to time,
as Tenant’s obligations for payment would have accrued if the Term had
continued, or



36









 








from time to time as said damages or deficiencies shall have been made more
easily ascertainable by reletting of the Premises, or any such action by
Landlord may, at the option of Landlord, be deferred until the expiration of
the Term or may be accelerated and immediately due and payable.



(B) Tenant hereby expressly waives any provision of law now in force or which
hereafter may be enacted giving Tenant the right under any condition after
default to the redemption and repossession of the Premises or any part thereof



(C) Unless otherwise agreed to by the parties in writing, no payment by Tenant
or receipt by Landlord of a lesser amount than the installments of Rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated Rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as Rent be deemed an accord and
satisfaction, and the Landlord may accept such check or payment without
prejudice to the Landlord’s right to recover the balance of such Rent or pursue
any other remedy.



(D) In addition to and not in limitation of the other remedies provided in this
Lease, the Landlord shall be entitled to the restraint by injunction of any
violation or attempted or threatened violation of any of the terms, covenants,
conditions, provisions or agreements of this Lease.



(E) If Tenant shall default in the performance of any covenant on its part to
be performed by virtue of any provision of this Lease, and if in connection
with the enforcement of its rights or remedies, Landlord shall incur fees and
expenses for services rendered (including without limitation, reasonable
attorney’s (fees), then such fees and expenses shall be immediately reimbursed
by Tenant to Landlord on demand. In the event Landlord shall file any legal
action for the collection of Rent or any eviction proceeding, whether summary
or otherwise, for the non payment of Rent, and Tenant shall make payment of
such Rent due payable prior to the rendering of any judgment, then Landlord
shall be entitled to collect, and Tenant shall be obligated to pay, in addition
to all Rent due (including the late charges provided for above), all court
filing fees and actual legal fees of Landlord.



(F) The remedies of Landlord provided for in this Lease are cumulative and are
not intended to be exclusive of other remedies to which Landlord may be
lawfully entitled. The exercise by Landlord of any remedy to which it is
entitle shall not preclude or hinder the exercise of any other such remedy, nor
constitute an election of remedies.



     15. Effect of Waiver.



If, under the provisions of this Lease, summons or other notice shall, at any
time, be served upon Tenant by Landlord and a compromise or settlement shall be
effected either before or after judgement or decree, whereby Tenant shall be
allowed or permitted to retain possession of the Premises, the same shall not
constitute a waiver of any covenant or agreement herein contained, or of this
Lease itself except to the set forth in such comprise or settlement. No waiver
by Landlord or Tenant of any breach of agreement herein contained shall be
construed to be a waiver of the covenant itself or of any subsequent breach
thereof. No re-entry by Landlord and no acceptance by Landlord of keys from
Tenant shall be considered an acceptance of a surrender of the Lease.



     16. Estoppel Certificates.



Landlord and Tenant agree at any time and from time to time, upon not less than
ten (10) days prior written notice by the other, to execute, acknowledge and
deliver to the other party a statement in writing certifying



(1) that this Lease is unmodified and in full force and effect (or if there
have been modifications, that the Lease is in full force and effect as modified
and stating the modification),



(ii) the date to which the Rent hereunder has been paid by Tenant,



(iii) whether or not to the knowledge of the party giving such estoppel,
Landlord or Tenant are in default in the performance of any covenant, agreement
or condition contained in Lease, and, if so, specifying each such default of
which such party may have knowledge, and



37









 








(iv) the address to which notices to such party should be sent, and



(v) such other matters as Landlord may require. Any such statement delivered
pursuant hereto may be replied upon by Landlord, Tenant any other prospective
tenant or purchaser, any owner of the Premises, any mortgagee or prospective
mortgagee of the Premises or of Landlord’s interest therein, or any prospective
assignee of any such interest.



     17. Eminent Domain.



Tenant agrees that if the Building, or so much of the Premises so as impair
Tenant’s use of the Premises, shall be taken or condemned for public or
quasi-public use or purpose by any competent authority, Tenant shall have no
claim against the Landlord and shall not have any claim or right to any portion
of the amount that may be awarded as damages or paid as a result of any such
condemnation; and all rights of the Tenant to damages therefore, if any, are
hereby assigned by the Tenant to the Landlord. Upon any condemnation or taking,
affecting the whole or any substantial part of the Premises as provided above,
the Term of this Lease shall cease and terminate unless the parties otherwise
agree in writing. The Tenant shall have no claim for the value of any
unexpected Term of this Lease. If less than the whole of the Building or
substantial part of the Premises is taken or condemned by any governmental
authority for any public or quasi-public use or purpose, and in the event
neither Landlord not Tenant shall desire to terminate this Lease, then and in
such event the Basic Rent shall be equitably adjusted on the date when title
vests in such governmental authority and the Lease shall otherwise continue in
full force and effect. For purposes of this Section, a substained part of the
Building shall be considered to have been taken if twenty five percent (25%) or
more is taken. A substained portion of the Premises shall be deemed taken if
more than twenty twenty five percent (25%) of the areas of available for
parking are taken. Notwithstanding anything to the contrary contained herein.
Tenant shall be entitled to pursue a separate claim for the value or Tenant’s
furnishings, equipment, movable trade fixtures which are not deemed pursuant to
this Lease to be Landlord’s property and then only to the extent paid for by
Tenant and provided such claim shall in no manner diminish the award or other
compensation to which Landlord would otherwise be entitled.



     18. Quiet-Enjoyment.



Subject to the rights reserved to Landlord herein, Landlord covenants the if
Tenant shall not be in default hereunder (after the expiration of any notice
and cure period). Tenant shall at all times peaceably and quietly have, hold
and enjoy the Premises in accordance with the terms and conditions of this
Lease, without any interruption from Landlord or any other person claiming
through or under Landlord.



     19. Notices



Until further notice by either party to the other, in writing, all notice or
communications required or permitted hereunder shall be sent by registered or
certified mail, return receipt requested, (a) If to Landlord, addressed to:



      F & J Properties

      P.O. Box 428

      Savage, Maryland 20763



(b) If to Tenant, addressed to:

      Mr. Tire, Inc.

      P.O. Box 428

      Savage, Maryland 20763



     20. Tenant Holdover



This Lease shall expire, without notice by either part to the other at midnight
of the last day of the Term. If Tenant shall not immediately surrender
possession of the Premises at the termination of this Lease, Tenant, at
Landlord’s election, shall become either a Tenant at sufferance, or Tenant from
month to month, Landlord



38









 








expressly reserving the right to terminate such tenancy and reenter and take
possession of the Premises with or without notice or process. Tenant hereby
promises and represents that it will promptly surrender the Premises, in
accordance with the terms and conditions of this Lease, and hereby acknowledges
that such promise is a material inducement to Landlord to enter into this Lease
Agreement. Tenant further agrees to indemnify and hold Landlord harmless from
and against any and all claims or liability, to any part whatsoever, occasioned
from and by Tenant’s holding over, including any actual attorney’s fee or other
costs associated therewith. In the event Tenant shall holdover subsequent to
the expiration of the Term or any renewal term of this Lease, Landlord shall in
lieu of Rent, be entitled to demand and receive from Tenant monthly use and
occupancy payments for each month in which Tenant shall holdover subsequent to
the expiration of the term of Lease, in an amount equal to twice the Basic Rent
during the last month of the term of this Lease, plus any and all Additional
Rent or other charges due under this Lease. Each such use and occupancy payment
shall be due on or before the first day of each calendar month in which Tenant
shall holdover hereunder. In no event shall Landlord’s demand or acceptance of
such use and occupancy payments be considered to constitute an acquiescence by
Landlord to the extension of the Term hereof, and Landlord shall be entitled to
obtain immediate possession of the Premises irrespective of any such demand or
acceptance. In the event Tenant shall pay monthly use and occupancy payments
for any calendar month following expiration of the Term hereof such payment
shall be prorated upon Tenant’s surrender of full and exclusive possession of
the Premises to the Landlord, free of any and all other parties claiming
through or under the Tenant.



     21. Damage by Casualty.



(A) Tenant shall give prompt notice to Landlord in case of any fire or other
damage or casualty to the Premises or the Building. If



(i) the Building shall be damaged to the extent that in Landlord’s reasonable
judgment, repairing such damage or destruction would not be economically
feasible;



(ii) the Building shall be damaged as a result of a risk which is not covered
or any portion thereof shall require that the insurance proceeds under the
policies referred to in Section 3. (B) hereof be used for other than repairing,
replacing and rebuilding such damage, then in any event Landlord may terminate
this Lease by notice given within ninety (90) days after such event. In the
event this Lease is terminated as provided above in this Section 21: (i) the
entire proceeds of the insurance provided for in Section 3. (B) hereof shall be
paid by the insurance company or companies directly to Landlord and shall
belong to, and be the sole property of, Landlord; (1) the portion of proceeds
of the insurance provided for in Section 3. (B) which is insuring equipment,
fixtures and other items, which by the terms of the Lease, belong to the
Landlord by whatever cause shall be paid by the insurance company or companies
directly to Landlord, and shall belong to, and be the sole property of,
Landlord”



(iii) Tenant shall immediately vacate the Premises in accordance with this
Lease



(iv) all Rent shall be apportioned and paid to the date on which possession is
relinquished or the date of such damage, whichever last occurs; and



(v) Landlord and Tenant shall be relieved from any and all further liability or
last obligation hereunder except as expressly provided in this Lease. Tenant
hereby waives any and all rights to terminate this Lease that it may have, by
reason of damage to the Premises by fire, flood, earthquake or other casualty,
pursuant to any presently existing or hereafter enacted statute or pursuant to
any other law.



(B) If all or any portion of the Building is damaged by fire, flood, earthquake
or other casualty and this Lease is not terminated in accordance with the
provisions of Section 21 (A), then all insurance proceeds under the policies
referred to in Section 3 (B) hereof that are recovered on account of any such
damage by fire or casualty shall be made available for the payment of the cost
of repair, replacing and rebuilding and as soon as practicable after such
damage occurs Landlord shall, using the proceeds provided for by Section 3 (B)
hereof, repair or rebuild the Building and other portions of the Premises or
such portion hereof to its condition immediately prior to such occurrence to
the extent the cost therefore is fully funded by insurance proceeds.
Alternatively, at Landlord’s option, Landlord may require that Tenant perform
such repairs, in which case, Landlord shall make available to Tenant, insurance
proceeds received by Landlord-In no event shall be obligated to repair or
replace Tenant’s



39









 








movable trade fixtures or other personal property. In addition, Tenant shall,
using the remaining proceeds of the insurance proceeds from policies provided
for in Section 3 (B) hereof, repair, restore and replace Tenant’s movable trade
fixtures, personalty and equipment. If the aforesaid insurance proceeds under
the insurance provided for in Section 3 (B) hereof shall be less the cost of
repairing or replacing Tenant’s movable trade fixtures, equipment and
personalty, or other items required to be insured by Tenant pursuant to Section
3 (B) hereof, Tenant shall pay the entire excess cost thereof, and if such
insurance proceeds shall be greater than the cost of such repair, restoration,
replacement or building, the excess proceeds shall belong to, and be the
property of Tenant.



(C) In the event of any repair or rebuilding pursuant to the provisions of
Section 21 hereof, then only to the extent Landlord receives rental insurance
proceeds equal to the Rent due during the period the Building and other
portions of the Premises are undergoing repairs and Tenant’s use is precluded,
there shall be abated an equitable portion of the Basic Rent during the
existence of such damage, based upon the portion of the Premises which is
rendered untenantable and the duration thereof Landlord shall not be liable or
obligated to tenant to any extent whatsoever by reason of any fire or other
casualty damage to the Premises, or any damages suffered by Tenant by reason
thereof, or the deprivation of Tenant’s possession of all or any of the
Premises.



     22. Jury Trial Waiver.



Landlord and Tenant hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other one in
respect of any matter whatsoever arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant hereunder, Tenant’s use OF
occupancy of the Premises, and/or claim of injury or damage. Tenant
acknowledges that the waiver of jury trial has been reviewed with counsel and
is an acceptable and material business term of this Lease.



     23. General Provisions.



(A) Nothing in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, expressed or implied, by
inference or otherwise to any contractor, subcontractor, laborer or materials
for the performance of any labor or the furnishing of any materials for any
specific improvement, alteration or repair of the Premises or any part thereof.



(B) Nothing herein contained shall in any way be considered or construed as
creating the legal relation of a partnership or joint venture between Landlord
and Tenant, it being expressly understood and agreed by the parties hereto that
the relationship between the parties shall be one of Landlord and Tenant.



(C) It is further and agreed that the covenants, agreements and conditions
shall be binding upon the Landlord and Tenant, as we as their respective,
heirs, executors, administrators, successors and permitted assigns.



(D) This Lease shall be governed and construed in accordance with the laws of
the State of Maryland.



(E) If any covenants or agreements of this Lease or the application thereof to
any person or circumstances shall be held to be invalid or unenforceable, then,
and in each such event, the remainder of this Lease or the application on such
covenant or agreement to any other person or any other circumstances shall not
be thereby affected, and each covenant and agreement hereof shall remain valid
and enforceable to the fullest extent permitted by law.



(F) Upon the request of Landlord, Tenant shall execute and deliver a memorandum
of Lease or short form Lease suitable for recording. In no event shall Tenant
record this Lease or any short form Lease without Landlord’s written consent,
such consent to be withheld, conditioned or delayed in Landlord’s sole and
absolute discretion.



(G) In the event that any mortgage providing financing on the Premises
requires, as a condition of such financing, that modifications to the Lease be
Obtained, and provided that such modifications



(1) Do not increase the Rent and other sums due hereunder, or



40









 








(ii) Constitute a no material change any substantive rights, obligations or
liabilities of Tenant under this Lease, then Landlord may submit to Tenant a
written amendment to this Lease incorporating such changes, and if Tenant does
not execute and return such written amendment within ten (10) days after the
same has been submitted to Tenant, then Landlord shall thereafter have the
right at it sole option, to immediately cancel and terminate this Lease or to
exercise its powers as attorney-in-fact, pursuant to Section 23 (O) below.



(H) Any obligation arising during the Term of this Lease under any provision
herein contained, which would by its nature require the Tenant to take certain
action after the expiration of the termination of this Lease to fully comply
with the obligation arising during the Term, shall be deemed to survive the
expiration of the Term or other termination of this Lease to the extent of
requiring any such action to be performed after the expiration of the Term
which is necessary to fully perform the obligation that erode during the Term
of this Lease.



(I) The captions and headings throughout this Lease are for convenience and
reference only, and the words contained in such captions shall in no way be
held or deemed to meaning of any provision of this Lease.



(J) Words of any gender used in this Lease shall be held to include any other
gender, and words in the singular number shall be held to include the plural
and words in the plural shall be held to include the singular, when the sense
so requires.



(K) Further, if the holder of a mortgage or deed of trust which includes the
Premises, notifies the Tenant that such holder has taken over the Landlord’s
rights under this Lease, Tenant shall not assert any right to deduct the cost
of repairs or any monetary claim against the Landlord from Rent thereafter due
and payable, but shall look solely to the Landlord’s interest in the Premises
for satisfaction of such claim.



(L) By its entry into this Lease the Tenant represents and acknowledges to the
Landlord that the Tenant has satisfied itself as to the use which it is
permitted to make of the Premises and has inspected the Premises and confirms
that the same are acceptable to Tenant, Tenant further acknowledges that
Landlord has made no representations, warranties or covenants to Tenant except
as expressly provided herein.



(M) No diminution or shutting off light, air or view by any structure that may
be erected on the Premises or on any adjacent or nearby properties shall in any
manner affect this Lease or obligations of Tenant hereunder.



(N) Time is of the essence with respect to the performance of Tenant’s
obligations hereunder, including, but not limited to the obligation to pay
Basic Rent, Percentage Rent, Additional Rent and other sums due hereunder.



(O) In the event Tenant shall fail or refuse to execute and deliver to Landlord
any document or instrument which may be required under the terms of this Lease
within ten (10) days after Landlord’s written request therefore, Tenant hereby
irrevocably appoints Landlord as Attorney-In-Fact for Tenant, such appointment
being coupled with an interest, with full power and authority to execute and
deliver such documents or instruments for and in the name of Tenant.



     24. Brokers.



The respective parties certify that no person or company provided services as a
broker, agent, finder or assisted in the negotiations of this Agreement. Each
party agrees to indemnify the other for any claim asserted by any person or
company purporting to act on
its behalf in providing services as a broker, agent or finder, in connection
with this Agreement.



     25. Entire Agreement.



It is understood and agreed by and between the parties hereto that this Lease
and the Exhibits attached hereto contain the final and entire agreement between
the said parties and they shall not be bound by any terms, statements,
conditions or representations, oral or written, not herein contained.



     26. Landlord’s Liability.



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If the Landlord shall sell, convey or otherwise dispose of its interest in the
Premises, then the undersigned Landlord shall be deemed to be released of all
obligations hereunder arising from the date of such transfer, and the
transferee shall be deemed to be the Landlord hereunder for all purposes
hereunder. Anything contained in this Lease or as provided at law to the
contrary notwithstanding. Tenant acknowledges that as an express condition to
Landlord’s entering into this Lease, Tenant agrees that Landlord, its agents,
officers, employees and assigns shall have no personal liability nor shall any
of them be subject to monetary claim of any kind or nature. In the event of a
breach or default by Landlord, Tenant shall have no right to consequential
damages, claims for loss sales or profits or the like, any and all such claims
being expressly waived as a material inducement to Landlord’s entering into
this Lease. Moreover, in the event of a breach or default by Landlord of any of
its obligations under this Lease, Tenant acknowledges and agrees that its sole
remedy shall be limited to an action for specific performance and even then,
only to the extent the cost of such performance is less than two (2) months
Rent, any amounts to effect specific performance over and above such sum being
Tenant’s responsibility, being a negotiated condition of this Lease that
Landlord’s aggregate cost of repairs under Section 7 shall never exceed over
the Term the sum of two (2) months then current Rent. The provisions hereof
shall insure to Landlord’s successors and assigns.



     27. Force Majeure.



Each party shall be excused from performing any obligation or under takings
provided for in this Lease for so long as such performance is prevented or
delayed, retarded or hindered by act of God, fire, earthquake, flood,
explosion, action of the elements, war, invasion, insurrection, riot, mob
violation, sabotage, inability to procure or general shortage of labor,
equipment, facilities, materials or supplies in the open market, failure of
transportation, strike, lockout, action of labor unions, condemnation, laws,
order of government or civil or military or naval authorities, or any other
cause, whether similar or dissimilar to the foregoing, not within the
reasonable control of the party prevented, retarded, or hindered thereby,
including reasonable delays for adjustments of insurance. Anything contained
herein to the contrary notwithstanding, Tenant’s obligation to pay Basic Rent,
Additional Rent, or other charges due under the applicable provisions of the
Lease, shall not be excused by reason of any of the foregoing events.



     28. Modification.



This Lease cannot be changed or terminated orally. Any agreement hereafter made
shall be ineffective to change, modify or discharge this Lease in whole or in
part, unless such agreement is in writing and signed by the party against whom
enforcement of the change, modification or discharge is sought.



     29. Hazardous Material.



The term “Hazardous Material” as used in this Lease shall mean any product,
substance, chemical, material or waste whose presence, nature, quantity and/or
intensity of existence, use, manufacture, disposal, transportation, spill,
release or effect, either by itself or in combination with other materials
expected to be on the Premises, is either:



(i) Potentially injurious to the public health, safety or welfare, the
environment or the Premises,



(ii) Regulated or monitored by any government authority, or



(iii) A basis for liability of Landlord or Tenant or any occupant of the
Premises to any governmental agency or third party under applicable statute or
common law theory. Hazardous Materials shall include, but not be limited to,
hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or
fractions thereof Tenant shall not engage in any activity in, on or about the
Premises which constitutes a Reportable Use (as hereinafter defined) of
Hazardous Materials without the express prior written consent of Landlord and
compliance in a timely manner (at Tenant’s sole cost and expenses) with all
applicable law. “Reportable Use” shall mean



(1) The installation or use of any above or below ground storage tank



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(ii) The generation, possession, storage, use, transportation, or disposal of
Hazardous Materials. Reportable Use shall also include Tenant being responsible
for the presence in, on or about the Premises of Hazardous Materials with
respect to which any applicable law requires that a notice be given to persons
entering or occupying the Premises or neighboring properties. Notwithstanding
the foregoing, Tenant may, without Landlord’s prior consent, but in compliance
with all applicable laws, use any ordinary and customary materials reasonably
required to be used by Tenant in the normal course of Tenant’s business
permitted on the Premises so long as such use is not a Reportable Use and does
not expose the Premises or neighboring properties to any meaningful risk of
contamination or damage or expose Landlord to any liability thereof. In
addition, Landlord may (but without any obligation to do so) condition its
consent to the use or presence of any Hazardous Materials, and activities
including Hazardous Materials, by Tenant upon Tenant’s giving Landlord such
additional assurances as Landlord, in its reasonable discretion, deems
necessary to protect itself the public, the Premises and environment against
damage, contamination or injury and/or liability therefrom, including, but not
limited to, the installation (and removal on or before Lease expiration or
earlier termination) of reasonably necessary protective modifications to the
premises (such as concrete encasements) and/or the deposit of an additional
security deposit. Tenant shall be reasonable for compliance with applicable
laws respecting Hazardous Materials discovered, now or hereafter, to be
existing in the Premises and Tenant shall indemnify and hold Landlord harmless
for all claims, costs, liabilities, obligations of any kind and nature related
to the use, presence abatement or contaminants of Hazardous Materials on the
Premises. It is further expressly understood and agreed, that any Hazardous
Materials which become exposed or discovered as a result of Tenant’s Work or
Alternations, and which but for such works not have been exposed or discovered,
and which but for such works would not be required by government authorities to
be abated, shall be abated by Tenant at Tenant’s sole cost and expense as part
of Tenant’s Work or Alterations provided by law.



IN WITNESS WHEREOF, Tenant has caused these presents to be signed and sealed by
its President and duly authorized agent and representative having power to bind
Corporation and Landlord has caused these presents to be signed and sealed by
its President, all as of the day and year first written hereinabove.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Landlord	 	 
	Witness:	 	 	 	F & J Properties, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Pamela A. Kues

	 	 	 	By
	 	/s/ Joseph Tomarchio, Jr.
	 	[SEAL]
	
 

	 	 	 	 	 	
 	 	 
	

	 	 	 	 	 	     Joseph Tomarchio, Jr.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Tenant	 	 
	Witness:	 	 	 	Mr. Tire, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Pamela A. Kues

	 	 	 	By:
	 	/s/ Fredric A. Tomarchio
	 	[SEAL]
	
 

	 	 	 	 	 	
 	 	 
	

	 	 	 	 	 	     Fredric A. Tomarchio, President	 	 







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