STANDARD LETTER OF INTENT TO LEASE/ PROPOSAL

Date of this Letter of Intent: ___________

{Owner}

{Ownerís address}

c/o {Landlordís agent}

RE: {Property}

Dear {Landlordís agent}:

This document serves as a Letter of Intent to Lease, and outlines the basic terms of a proposal with our client to lease the subject property, known as {address, common name). Our Client, _________ has a good track record of ____________________, and is willing to have both credit and background checks run once the basic terms of an agreement are reached.

1.Commencement date:

2. Tenant's build-out period:

3. Rent commencement: _________, or upon opening for business, whichever is earlier.

4. Termination date:

5. Tenant's option to renew: to ___________, rent to be market rent at that time to be determined using the commercial rent resolution procedure of the American Arbitration Association, or [ ] _______________________________.

6. Base rent:

Year 1: $

Year 2: $

Year 3: $

Year 4: $

Year 5: $

7.[ ]Seasonal adjustments of base rent: "On season" shall be the months of Jan, Feb., March, April, Oct., Nov., and Dec. "Off season" shall be May, June, July, Aug, Sept. Monthly base rent shall be 1/12th of annual rent, adjusted seasonally. "On season" rent shall be payable 120% of monthly rent, and "off season" shall be payable at 70% of monthly rent. [ ] N.A.

8. The following items will be paid for by the party indicated:

Item Landlord Tenant (proportionate share,if multi-tenant property)

Property tax [ ] [ ]

Property (casualty) Insur. [ ] [ ]

Exterior maintenance [ ] [ ]

HVAC equipment maintenance [ ] [ ]

HVAC repairs under $____ [ ] [ ]

HVAC repairs over $_____ [ ] [ ]

Interior maintenance [ ] [ ]

Utilities [ ] [ ]

Janitorial & Trash [ ] [ ]

Other:__________________ [ ] [ ]

Each party shall carry and pay for liability insurance and personal property insurance. Lessee shall provide a certificate of "all risk" or "all perils" liability insurance in an amount of no less than $300,000/ $1,000,000 with Landlord as named co-insured.

9. Use: The premises shall be used only for _______________________________________

10. Percentage rent: ___% of gross sales. [ ] Not applicable.

11. Improvements to the building.

A. Landlord's responsibility: bring the building to current local building code, with all building systems in good operating order. Broom clean. Repair or replace holes and leaks in roof. [ ] See attached description of interior build-out requested by Tenant. [ ]Other: _____________________

B. Tenant's responsibility: make any alterations in the interior or exterior, subject to landlord's reasonable approval and conditions. Other tenantís improvements: _______________________________________________.

C. Other than "A" above, the Tenant will accept the property "as is".

12. Earnest Money/Security Deposit. [ ]$_______ to be held by Tenantís Broker until lease is signed by both parties, or

[ ] Other security deposit: _____________________________________________________________.

13. Environmental conditions.

A. Landlord will pay for a complete Phase II environmental study of existing environmental conditions prior to commencement and shall be responsible for any conditions prior to Tenant's occupancy.

B. Tenant will pay for a complete Phase II environmental study of conditions upon surrender and shall be responsible for any alterations or new conditions occasioned during tenant's occupancy. Tenant will agree to not disturb any pre-existing or prior conditions to the best of its ability and shall be responsible for any such disturbance.

14. Parking. __________________________________________________________________________.

15. Other terms:_______________________________________________________________________

____________________________________________________________________________________.

15. Brokerage. Landlord is represented by ______________ (Landlordís Broker) and Tenant is represented by ______________ (Tenantís Broker), and no other real estate brokerage is involved in this transaction. Landlord has an agreement to pay Landlordís Broker, who has an agreement that Seller hereby ratifies, to pay __% of lease value to Tenantís Broker. Payment shall be Ĺ upon execution of the lease agreement, and Ĺ upon occupancy by Tenant. Both parties represent that they have not dealt with any other agents in this transaction and agree to use their agents exclusively in connection with any and all negotiations with respect to the Property for one year from the date above.

16. GOOD FAITH EFFORT; COOPERATION. Upon execution of this Letter of Intent, the parties agree that:

A. Earnest money. Before, or upon signing the lease, Tenant shall deposit with __________ the sum of $_________ as earnest money deposit toward the security deposit, and at that time, Landlord will take the property off the market.

B. Landlord and Tenant will proceed to negotiate in good faith a lease agreement substantially reflecting the terms of this Letter of Intent.

C. Using the most recent edition of the [ ] Net, or [ ] Gross, or[ ] Other _____________________________________ American Industrial Real Estate Association Standard Lease Form, Landlord shall cause a proposed form of lease consistent with this Letter of Intent to be drafted and delivered to Tenant or Tenant's agent within 3 working days. Tenant shall either execute said lease or cause to be delivered to Landlord or Landlordís agent a "red-lined" copy of the first draft showing proposed changes, consistent with this Letter of Intent, within 3 working days. Both parties do hereby instruct their attorneys and agents to propose and negotiate lease wording consistent with this Letter of Intent, and to perform in a timely, professional, and good faith manner intended to accomplish the purposes and intents in this Letter. Buyer and Seller shall continue negotiating in this manner until a final agreement is executed. If said lease is not executed by both parties before the _____ calendar day following the date of the last signature on this Letter of Intent, then this Letter of Intent shall be of no purpose, and Tenantís Broker shall immediately return Tenantís earnest money to Tenant. Until that time, both parties agree that this Letter of Intent is not a binding lease agreement.

If the Landlord agrees that the foregoing accurately reflects a mutual understanding, please so indicate by having the appropriate person in authority to sign a copy of this letter and returning it to our office, whereupon this letter shall serve as a guide to the preparation of a binding lease. If not accepted below before _____ _____Standard Time, _________ _____, 199__, this offer shall automatically be revoked, and Tenantís Broker will return Tenantís earnest money to Tenant.

All other terms and conditions shall be as agreed upon between the parties.

Sincerely,

{Tenantís Broker}

___________________________________

By: _____________________________, Tenantís representative

APPROVED AND ACCEPTED this _____ day of ________,199__.

BY:____________________________, for {owner},

ITS:___________________________