LEASE AGREEMENT

THIS LEASE is made and entered into at Charleston, South Carolina as of this 13th day of March, 2009, by and between The Pastime Amusement Company, a South Carolina Corporation ("Landlord") and Sun Li, Inc. d/b/a/ Chopsticks House ("Tenant"). In consideration of the covenants and provisions of this Lease and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Landlord and Tenant agree as follows:

1. BASIC LEASE PROVISIONS. Each reference in this Lease to this Section 1 or any portion hereof shall mean and refer to the following terms, the application of which shall be governed by the provisions in the remaining Sections of this Lease:

1.1 Landlord: The Pastime Amusement Company, a South Carolina Corporation

1.2 Landlord's Mailing Address: Attn: Property Management

211 King Street, Suite 300

Charleston, South Carolina 29401

1.3 Landlord's Phone Number: (843) 722-2615

Landlord's Facsimile Number: (843) 722-6449

1.4 Property Manager &

Rent Payment Address: Property Manager: The Beach Company – Beach Management

Post Office Box 607

Charleston, South Carolina 29401

1.5 Tenant: Sun Li, Inc. d/b/a Chopsticks House

1.6 Tenant's Mailing Address: 86 Society Street

Charleston, SC 29401

1.7 Tenant’s Phone Number: __________________________________

Tenant's Facsimile Number: __________________________________

Tenant’s E-Mail Address: __________________________________

1.8 Tenant's Trade Name: Chopsticks House

1.9 Premises Address: 86 Society Street

Charleston, SC 29401

1.10 Premises Square Footage: Deemed to be 1,494 square feet

1.11 Initial Term: Ten (10) Years

1.12 Commencement Date: April 1, 2009

1.13 Anticipated Delivery Date: April 1, 2009

1.14 Minimum Rent Start Date: May 1, 2009

1.15 Minimum Rent: PSF ANNUAL MONTHLY

04/01/09-04/30/09 $0.00 $0.00 $0.00

05/01/09-04/30/10 $30.00 $44,820.00 $3,735.00

05/01/10-04/30/11 $30.90 $46,164.00 $3,847.05

05/01/11-04/30/12 $31.83 $47,554.02 $3,962.84

05/01/12-04/30/13 $32.78 $48,973.32 $4,081.11

05/01/13-04/30/14 $33.76 $50,437.44 $4,203.12

05/01/14-04/30/15 $34.77 $51,946.38 $4,328.87

05/01/15-04/30/16 $35.81 $53,500.14 $4,458.35

05/01/16-04/30/17 $36.88 $55,098.72 $4,591.56

05/01/17-04/30/18 $37.99 $56,757.06 $4,729.76

05/01/18-04/30/19 $39.13 $58,460.22 $4,871.69

1.16 Initial Monthly Installment of Real Estate Taxes: $192.98

(Estimated) – Payment to start at Commencement Date

1.17 Initial Monthly Installment of Insurance Premiums: $34.86

(Estimated) – Payment to start at Commencement Date

1.18 Initial Monthly Installment of Common Area Cost: $420.81

(Estimated) – Payment to start at Commencement Date

1.19 Total Initial Monthly Payment: $4,383.65

1.20 Security Deposit: $3,735.00

1.21 Required Business Hours: Tenant shall conduct its business in good faith during the hours of 11:30

a.m. to 7:00 p.m. on Mondays through Saturdays and from 11:30 a.m. to 7:00 p.m. on Sundays or such other days, nights and hours as Landlord, in its sole discretion, shall determine from time to time and at no other time subject to specific exceptions for the following holidays: Easter Sunday, Thanksgiving Thursday, Christmas Day and New Year's Day

1.22 Permitted Use: Chinese Eat-In, Take-Out, and Delivery Restaurant

1.23 Guarantors: Chun Rong Zheng and Xue Jin Yang both jointly and severally

1.24 Options to Renew: Provided Tenant is not and has not been in default, Tenant shall be granted one (1) option of three (3) years to renew the Lease. Tenant must provide Landlord with written notice of Tenant’s intent to renew at least one hundred twenty (120) days prior to the expiration of the term. The rental rate for the renewal option shall be at a 3% escalation above the then base rent with an annual escalation of 3%.

EXHIBITS: A-1 Site Plan

A-2 Legal Description of Center

B Construction Rider

C Sign Criteria

D Rules and Regulations

E-1 Guaranty

E-2 Guaranty

2. DEFINITIONS

2.1 Definitions. The capitalized terms set forth below, unless the context clearly requires otherwise, shall have the following meanings in this Lease:

"Agents" means a party's authorized agents, representatives, consultants, contractors, partners, members, shareholders, subsidiaries, affiliates, directors, officers and employees, including without limitation, any additional insureds Landlord designates and any property manager, in the case of Landlord, and including Tenant's customers, subtenants, licensees and concessionaires in the case of Tenant.

"Additional Rent" means any and all sums (whether or not specifically called "Additional Rent" in this Lease) other than Minimum Rent for which Tenant is or becomes obligated to pay to Landlord under this Lease. Unless otherwise indicated in this Lease, any Additional Rent is payable within ten (10) days of Landlord's demand.

"Alterations" means any alterations, decorations, modifications, additions or improvements made in, on, about, under or contiguous to the Premises after the Commencement Date, including, but not limited to, lighting, HVAC and electrical fixtures, pipes and conduits, transfer, storage and disposal facilities, partitions, drapery, wall coverings, shelves, cabinetwork, carpeting and other floor coverings, ceiling tiles, fixtures and carpentry installations.

"Applicable Laws" means the laws, rules, regulations, guidelines, ordinances, statutes and restrictions or requirements of any governmental authority, board of insurance underwriters, utility companies or other similar bodies now or hereafter in effect relating to or attesting the condition, use or occupancy of the Premises.

"Applicable Rate" means the highest permitted nonusurious rate in the State or, if there is none, fifteen percent (15%) per annum

"Casualty" is defined in Section 19.1.

"Center" means that certain real property, and all improvements thereon, located within the boundaries of such property, shown on the Center Site Plan.

"Center Site Plan" means Exhibit A-1.

"City" means the city in which the Premises are located.

"Common Area" means all areas and facilities within the Center exclusive of the Premises and other portions of the Center leased (or to be leased) exclusively to other tenants. The Common Area includes, but is not limited to, parking areas, access and perimeter roads, sidewalks, landscaped areas and similar areas and facilities.

"Common Area Cost" is defined in Section 8.5.

"Construction Rider" means the rider between Landlord and Tenant regarding the construction of the Tenant's Work and the Landlord's Work, if any, in the form of Exhibit B.

"County" means the county in which the Premises are located.

"HVAC" means the heating, ventilating and air conditioning system serving the Premises and/or the Center.

"Landlord's Work" means those certain initial improvements, if any, to be constructed by Landlord on the Premises as provided in the Construction Rider.

"Lease" means this instrument together with all exhibits, amendments, addenda and riders attached hereto and made a part hereof.

"Lease Year" means individually the period of twelve (12) full calendar months (plus any initial partial month) beginning on the Commencement Date, and each such succeeding twelve (12)-month period thereafter during the Term, except the last Lease Year shall end when the Term ends.

"Mortgagee" means any mortgagee of a mortgage, beneficiary of a deed of trust or lender having a lien on or covering the Premises or any part thereof.

"Notice" means each and every notice, communication, request, demand, reply or advice, or duplicate thereof, in this Lease provided or permitted to be given, made or accepted by either party to any other party, which shall be in writing and given in accordance with the provisions of Section 22.

"Plans" means the final working drawings for the construction of the Tenant's Work to be prepared and approved as set forth in the Construction Rider.

"Premises" means the premises shown and cross-hatched on the Center Site Plan.

"Premises Square Footage" means the entire area included within the Premises, being the area bounded by the inside surface of any exterior glass walls (or the centerline of the permanent exterior wall where there is no glass) of the Center bounding the Premises, the centerline of all walls separating the Premises from any public corridors or such other public areas on the same floor. The Premises Square Footage as of the execution of this Lease is set forth in Section 1.10.

"Real Estate Taxes" is defined in Section 8.4.

"Rent" means Minimum Rent, Percentage Rent and Additional Rent, collectively.

"Restrictions" means, collectively, any reciprocal easement agreement, covenants, conditions and restrictions, or any other easement or restriction affecting the Premises, the Center or any portion thereof, as the same may be amended from time to time.

"Rules and Regulations" means the rules and regulations described in Exhibit D and any modifications thereto promulgated by Landlord or Landlord's Agents from time to time, provided such modifications do not unreasonably interfere with Tenant's use and enjoyment of the Premises.

"Substantial Completion" and "substantially completed" means the Landlord's Work, if any, or Tenant's Work, or repair of the Premises following a Casualty, having been fully completed except for minor details of construction, mechanical adjustments or decoration which do not materially interfere with Tenant's reasonable use and enjoyment of the Premises (items normally referred to as "punch list" items).

"Tenant's Work" means those certain initial improvements, if any, to be constructed by Tenant on the Premises as provided in the Construction Rider.

"Tenant's Personal Property" means Tenant's removable trade fixtures, furniture, equipment, inventory and other personal property located in or on the Premises.

"Tenant's Share" as defined in Section 8.3.

"Term" means the Initial Term and any extensions.

"Unavoidable Delay" means any delays beyond the control of Landlord or Tenant, as the case may be, including, but not limited to, delays due to inclement weather, natural disaster, labor strikes, unavailability of materials, national emergency, acts of God, governmental restrictions, fire, explosion, war, invasion, insurrection, rebellion or riots.

2.2 Other Definitions. Terms defined in the Basic Lease Provisions in Section 1 or elsewhere in this Lease or the exhibits, riders, schedules and attachments, unless the context clearly requires otherwise, shall have the meanings as there given.

3. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises upon the terms, covenants, and conditions set forth in this Lease. By entering into any occupancy of the Premises, Tenant, shall be deemed to acknowledge that it has inspected the Premises and that the Premises are in good order and repair with any Landlord's Work substantially completed. Tenant further agrees that the Premises are being leased in their "as is" condition, unless otherwise specified in the Construction Rider.

4. TERMAND DELIVERY OF PREMISES. The initial term of the Lease ("Initial Term") is the period set forth in Section 1.11, plus any initial partial calendar month, commencing on the Commencement Date (as defined in Section 1.12). Tenant and Landlord acknowledge and agree that the Commencement Date may change due to Landlord's construction delay, or Unavoidable Delays, and that Landlord shall not be subject to any liability as a result of any such delay. If Landlord fails for any reason to deliver possession of the Premises to Tenant by the Anticipated Delivery Date as set forth in Section 1.13, (i) Landlord shall not be liable to Tenant for any direct or consequential losses resulting to Tenant from the delay, (ii) this Lease shall not terminate, and (iii) the Commencement Date shall be extended as appropriate to take into account when Landlord actually delivers possession of the Premises to Tenant. If Landlord is unable to deliver possession to Tenant by the date one hundred twenty (120) days after the Anticipated Delivery Date, Landlord or Tenant, at its election, may terminate this Lease without further liability.

5. EARLY ACCESS. At Landlord's discretion, Tenant and its Agents may enter the Premises before the Commencement Date following Landlord's written consent. Such entry shall constitute the agreement of Tenant that (i) none of such parties nor their work, equipment, or materials shall interfere with any work or construction by Landlord or any other tenant of the Center; (ii) that Tenant will indemnify, protect, defend, and hold harmless Landlord and Landlord's Agents of and from any and all claims, liabilities, damages, costs and expense (including attorneys' fees) for personal injury (including death) and/or property damage and/or other injuries, losses or damages attributable directly or indirectly to any act or omission of Tenant or Tenant's Agents; (iii) that Tenant will pay all utility charges with respect to the Premises that accrue on and after such entry; and (iv) such entry shall be subject to all terms, conditions, and covenants of the Lease other than those relating to the payment of Minimum Rent.

6. OPERATION OF TENANT'S BUSINESS.

6.1 Use. The Premises shall be used only for the Permitted Use set forth in Section 1.22 and for no other purpose. Tenant shall conduct its business at the Premises only under the Tenant's Trade Name set forth in Section 1.8 or under such other trade name as Landlord may approve in writing. This Lease does not contain any restrictive covenants or exclusive use provisions, express or implied, in favor of Tenant. Tenant agrees that by entering into this Lease, it will not offend or be in breach of any restriction by which it is bound under any other lease or agreement to any other person. Violation of any of the provisions of this Section 6 shall, at Landlord's option, be an Event of Default.

6.2 Tenant's Business Operations. Tenant shall open the Premises for business by the Minimum Rent Start Date and thereafter continuously and actively operate its business at the Premises and occupy the entire Premises (excluding minor portions thereof as are reasonably required for storage and office purposes only in connection with the Permitted Use) with due diligence and efficiency throughout the Term and any renewal or extension thereof. Tenant shall at all times keep and maintain within the Premises an adequate number of trained and qualified employees and an adequate stock of current-season merchandise and trade fixtures of character, quality and quantity reasonably designed to service and supply the usual and ordinary demands of Tenant's customers, and Tenant shall at all times utilize Tenant's best efforts to transact the highest volume of business and sales from the Premises. Tenant shall carry and display at all times in the Premises a stock of merchandise to accomplish the purposes of this Section 6. Tenant shall keep display windows well lighted during such hours as Landlord may designate from time to time, but in any event from 9:00 a.m. to 11 p.m., seven (7) days a week. Displays shall be changed regularly. Tenant shall conduct its business in a lawful manner, obtain any required permits, and observe any reasonable requirements of any insurer under any policy affecting any part of the Premises. Tenant acknowledges that the Center is an interdependent enterprise and the Center’s success is dependent upon the opening and continued operation of Tenant’s business in accordance with the terms of this Lease.

6.3 Hours of Operation. Tenant shall keep the Premises open for business to the public and cause such business to be conducted during the Required Business Hours set forth in Section 1.21, as the same may be amended by the Landlord from time to time. Tenant shall not reduce its business days and hours beyond those business days and hours established by Landlord without Landlord's prior consent. To the extent that Landlord incurs additional costs and expenses as a result of Tenant's extended days and hours of operation, Tenant shall promptly reimburse Landlord upon demand for such additional costs and expenses.

6.4 Violation. Tenant acknowledges that its failure to operate its business at the Premises during the Required Business Hours shall result in Landlord incurring costs, expenses, and damages that are not contemplated by this Lease both as a result of the direct impact such violation shall have under this Lease but also as a result of the adverse impact such violation shall have on other tenants in the Center or by way of loss of value in the property because of adverse publicity or appearances by Tenant’s actions. Tenant also acknowledges that the exact amount of such costs, expenses, and damages are extremely difficult to ascertain. Accordingly, for each day that Tenant violates the requirements contained in this Section 6, if Landlord does not terminate this Lease, Tenant shall pay to Landlord, in addition to Minimum Rent and Additional Rent, immediately on demand the sum of 1/15th of the monthly installment of Minimum Rent as liquidated damages. The parties agree that such amount of liquidated damages represents a fair and reasonable estimate of the costs, expenses, and damages that Landlord shall incur by reason of Tenant violating the provisions of this Section 6.

6.5 Prohibited Acts. Tenant covenants that neither Tenant nor Tenant's Agents will (i) place any merchandise, displays or other articles in any entry to the Premise or in any area outside of the Premises; (ii) erect or maintain any barricade or scaffolding which may obscure the signs, entrances or show window of any other Tenant in the Center or tend to interfere with any such other Tenant's business; (iii) create or maintain, or allow others to create or maintain, any nuisances, including without limitation, loud noises, sound effects, other objectionable advertising media (including, loud speakers, phonographs, public address system, sound amplifiers, televisions, or radios audible outside the Premises), offensive odors and smoke or dust in or about the Premises; (iv) place or maintain any signs or distribute handbills in any parking area; (v) commit any waste; (vi) maintain or allow to be maintained any excessively bright lights, or changing, flashing, flickering or lighting or similar devices, the effect of which will be visible from the exterior of the Premises; or (vii) conduct or permit any activity, practice, sales or use in violation of any Applicable Law.

6.6 Rules and Regulations. Tenant's use of the Premises shall be subject, at all times during the Term, the Rules and Regulations set forth in Exhibit D as the same may be amended from time to time by Landlord. Tenant shall comply with any modified Rules and Regulations upon notice to Tenant from Landlord.

6.7 Signage. No sign shall be placed in or about the Premises which states any financial difficulty, such as a liquidation, need for cash, or going out of business. Tenant is required to install Landlord approved signs on the Tenant’s sign bands that identify the Tenant’s Trade Name within ninety (90) days from the Commencement Date. Tenant may erect, but only with Landlord's prior written approval such other signage as it allowable under the applicable laws. Landlord, in connection with such signage approval, shall have the right to determine the size, shape, type, color, lighting, location, and style of all lettering and/or logos in connection with such signage. In addition, Landlord shall have the right to limit any use by Tenant of any windows, and areas of the Premises visible outside the Premises, for signage, advertising, or other materials intended to attract attention to the Premises. Landlord may from time to time inaugurate or modify a uniform signage policy for all tenants, with which Tenant agrees to comply.

7. MINIMUM RENT AND RENT PAYMENT.

7.1 Minimum Rent. Tenant shall pay Minimum Rent in monthly installments, payable on the first (1st) day of each calendar month, in the amount set forth in Section 1.15. Should the Term begin or end on other than the first or last day of a calendar month, the amount of Minimum Rent for the first partial month shall be prorated. Tenant shall pay Minimum Rent for the first full calendar month (and for any initial partial month) and the Security Deposit upon execution of this Lease. Minimum Rent shall increase as set forth in Section 1.15.

7.2 Payment of Rent. Tenant shall pay all Rent to Landlord at the Rent Payment Address specified in Section 1.2, or at such other address as Landlord may designate from time to time. Minimum Rent and Additional Rent shall not be withheld for any reason, and they are not subject to prior notice, demand, deduction or offset. Without prejudice to Landlord's rights to declare Tenant in default for failure to make timely payment, Landlord may, at its option, accept Rent after the due date. No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or payment of Rent shall be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or payment of Rent, or pursue any other remedies available to Landlord. The acceptance of Rent by Landlord at any time shall not constitute a waiver of any right of Landlord.

7.3 Late Payment Charge. Tenant hereby acknowledges that late payment by Tenant to Landlord of 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, personnel costs, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Center. A payment by Tenant of a five (5%) percent late charge shall be due as Additional Rent for any Rent not paid within five (5) days after the same is due. Landlord and Tenant hereby agree that such late charge represents a fair and reasonable estimate of the cost Landlord shall incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any other rights and remedies. Notwithstanding the foregoing, should any payment of Rent by personal check be rejected for insufficient funds, Landlord shall have the right, upon notice to Tenant, to require that all future payments by Tenant under this Lease be made by cashier's check acceptable to Landlord

8. ADDITIONAL RENT.

8.1 Tenant's Obligation. In addition to the Minimum Rent and Percentage Rent, Tenant shall pay as Additional Rent "Tenant's Share" (as defined in Section 8.3) of: (i) all Real Estate Taxes (as defined in Section 8.4) imposed or levied against the Center during the Term; (ii) premiums for all insurance (including the insurance required of Landlord under Section 18.2) including liability, fire, rent loss and casualty on the improvements and Common Areas of the Center and the Center ("Insurance Premiums"); (iii) all Common Area Costs (as defined in Section 8.5).

8.2 Paymentand Adjustment. Tenant shall pay to Landlord Tenant's Share of items of Additional Rent under this Section 8 in estimated monthly installments, in advance, on the first day of each month together with Minimum Rent. The initial estimated monthly installments of Real Estate Taxes, Insurance Premiums, and Common Area Costs are set forth in Section 1.16, Section 1.17 and Section 1.18. Landlord may adjust these estimated installments from time to time based on actual or reasonably projected costs. After notice from Landlord, Tenant shall pay the adjusted installment amount. Within a reasonable period of time after the end of each calendar year, Lease Year or fiscal year (in no event less than one hundred twenty (120) days after the end of each calendar or fiscal year unless sooner completed by Landlord) Landlord shall furnish Tenant a statement showing in reasonable detail Tenant's Share of the actual Real Estate Taxes, Insurance Premiums, and Common Area Costs incurred for the period in question. If Tenant's payments for that year are less than Tenant's Share of the actual amount Tenant shall pay the difference to Landlord within ten (10) days thereafter. If Tenant shall have overpaid Landlord, Landlord shall credit such overpayment toward Tenant's next installment payments under this Section 8.2. When the final determination is made at the end of the Term, Landlord shall rebate any overpayment to Tenant. Any delay or failure by Landlord in delivering any estimate or statement pursuant to this Section 8.2 shall not constitute a waiver of its right to require Tenant to pay Tenant's Share of Real Estate Taxes, Insurance Premiums or Common Area Costs.

8.3 Definition of Tenant's Share. The term "Tenant's Share" means that portion of Real Estate Taxes, Insurance Premiums, and Common Area Costs determined by multiplying the cost of such item by a fraction, the numerator of which is the Premises Square Footage and the denominator of which is the total square footage of the floor area in the Center built and leasable (which total square footage may increase or decrease from time to time). For the years in which the Term commences and terminates, the provisions of this Section shall apply but Tenant's liability for Tenant's Share of any such costs for such year shall be subject to a pro rata adjustment based upon the number of full or partial calendar months of such year included in the Term.

8.4 Definition of Real Estate Taxes. The term "Real Estate Taxes" means any form of tax, general or special assessment, charge, license, fee, rent tax, levy, penalty (if a result of Tenant's delinquency), real property, or other tax (other than Landlord's net income, estate, succession, inheritance, or franchise taxes), now or hereafter imposed (ordinary or extraordinary, foreseen or unforeseen or of any kind and nature whatsoever) with respect to the Center or any part thereof (including any improvements), this Lease, or any Rent payable under this Lease by an authority having the direct or indirect power to tax, or by any City, County, State or Federal government or any improvement district or other district or division thereof, whether such tax or any portion thereof: (i) is determined by the area of the Center or any part thereof or the Rent payable under this Lease by Tenant including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of the Rent due under this Lease; (ii) is levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes with respect to the Center or any part thereof whether or not now customary or within the contemplation of Landlord or Tenant; or (iii) is based upon any legal or equitable interest of Landlord in the Center or any part thereof. If the Center is assessed as part of a larger parcel, then Landlord shall equitably apportion the Real Estate Taxes and reasonably determine the amount of Real Estate Taxes attributable to the Center. Landlord's reasonable determination of such apportionment shall be conclusive. For the purposes of determining Real Estate Taxes, figures supplied by the local assessing authority as to any amount so assessed shall be conclusive as between Landlord and Tenant.

8.5 Definition of Common Area Costs. The term "Common Area Costs" means all costs and expenses incurred by Landlord or Landlord's Agents in connection with the operation of the Center including, but not limited to, the following: periodic cleaning of the exterior windows of the buildings in the Center; landscaping services; pest control; maintenance, sweeping, maintenance services, repairs to and replacement of asphalt paving, bumpers, striping, light bulbs, light standards, monument and directional signs and lighting systems, perimeter walls, retaining walls, sidewalks, planters, landscaping and sprinkler system in planting area, water, electrical and other utility services supplied to tenants, removal of trash, rubbish and other refuse from the Center, cleaning of and replacement of non-tenant signs of the Center, including relamping, replacements and repairs made as required; repair, operation and maintenance of the Common Area, including, but not limited to, removal of any obstructions not reasonably required for the Common Area uses, prohibition and removal of the sale or display of merchandise or the storing of materials and/or equipment in the Common Area, and payment of all electrical, water and other utility charges or fees for services furnished to the Common Area; repair, replacement and maintenance of the roofs, foundations and exterior walls of the buildings in the Center; periodic painting of the buildings in the Center; costs of security equipment personnel, if any, Landlord elects to provide; fees for required licenses and permits; costs incurred in connection with compliance of any laws or changes in laws applicable to the Center, including, without limitation, any laws or changes in laws regarding Hazardous Materials; establishment of reasonable reserves for replacement and/or repair of Common Area improvements, equipment and supplies; employment of such personnel as Landlord may deem reasonably necessary, if any, to direct parking and police the Common Area and facilities; depreciation or rental costs of machinery and equipment used in connection with the maintenance and operation of the Common Area; service agreements on equipment used in connection with maintenance and operation of the Common Area; the cost of bookkeeping, accounting and auditing and legal services provided in connection with any of the foregoing; management fees; the cost of any environmental consultant or other services used in connection with Landlord's monitoring of the Center with respect to Hazardous Materials; the cost of any tax, insurance or other consultant utilized in connection with the Center; any other items reasonably necessary from time to time to properly repair, replace, maintain and operate the Center, the center’s pro rata share of property owner association dues and costs (if applicable) and any interest in connection therewith. If Landlord elects to perform any maintenance, replacement or repair herein described in conjunction with properties other than the Center, and if a common maintenance contractor is contracted with for such purpose, the contract amount allocable to the Center, as reasonably determined by Landlord, shall be added to and deemed a part of the Common Area hereunder. Increases in Common Area Costs by reason of a disproportionate impact by Tenant thereon (for example, and not by way of limitation, increases in costs of trash collection because of Tenant's excessive generation of trash, or increases in costs of Common Area maintenance because of Tenant's unpermitted storage of inventory or materials in the Common Area), in Landlord's reasonable judgment, may be billed by Landlord, as an item of Additional Rent, directly to Tenant.

8.6 Personal Property Taxes. Tenant shall pay before delinquency to the appropriate governmental authority any and all taxes, assessments, license fees and public charges levied, assessed or imposed at any time and which become payable during the Term of this Lease upon Tenant's Personal Property whether or not such assessment is made against Tenant or against Landlord, either separately or as a part of the assessment of the Center, and whether any such item was installed by Landlord or Tenant. Tenant shall indemnify, protect, defend and hold harmless Landlord and Landlord's Agents from and against any liability, claim, demand, cost or expense (including, but not limited to, reasonable attorneys' fees and cost of suit) in connection with Tenant's responsibilities under this Section 8.6.

9. UTILITIES. Tenant shall contract for and pay, before delinquency, directly to the provider thereof, all charges for natural gas, electricity, water, sewage disposal, telephone and other utility charges used or consumed at the Premises, including without limitation, impact fees, connection fees, hook-up fees, standby fees, meter set charges and deposits. Landlord shall not be obligated in any way to contract for or provide any utility services other than making available a reasonable hook-up point for the Premises. If any such utilities or services are not separately metered, Tenant shall pay the charges Landlord reasonably allocates to the Premises. Landlord shall not be liable for, and Tenant shall not be entitled to any abatement or reduction of Rent by reason of any interruption or cessation of any utility service.

10. TENANT'S MAINTENANCE AND REPAIR OF PREMISES.

10.1 Landlord's Maintenance and Repair Obligations. Landlord shall, subject to receiving Tenant's Share of Common Area Costs, and subject to Section 19 and Section 20, maintain the exterior of the building, including the roof, walls, foundations, walks, driveways, parking areas, and the structural portion of the Premises, in good condition and repair, except when damaged by Tenant or Tenant's Agents. Landlord shall not be required to make any repairs unless and until Tenant has notified Landlord in writing of the need of such repair and Landlord shall have a reasonable period of time thereafter to commence and complete such repair, if warranted. Landlord's obligation to so repair and maintain the Premises shall be limited to the cost of effecting such repair and maintenance and in no event shall Landlord be liable for any other amounts, including, but not limited to, any consequential damages, opportunity costs or lost profits Tenant suffers.

10.2 Tenant's Maintenance and Repair Obligations. Tenant shall, subject to Landlord's obligations set forth in Section 10.1, at all times during the Term of this Lease, and at Tenant's sole cost and expense, clean, keep, maintain, repair and make necessary improvements and replacements to, the Premises and every portion thereof and all improvements therein or thereto, in good and sanitary order and condition to the reasonable satisfaction of Landlord and in compliance with all Applicable Laws. Without limiting the generality of the foregoing, Tenant shall be responsible for the maintenance, replacement and repair of all HVAC, plumbing, and electrical installations servicing the Premises as well as all floor surfaces within the Premises. Tenant shall provide Landlord with a copy of Tenant’s contract for preventive maintenance for the HVAC system within thirty (30) days of the Commencement Date of this Lease. This contract shall provide for at least two (2) preventive checks on the system per year. Tenant shall at all times keep the Premises (including maintenance and cleaning of exterior entrances, all glass and show window moldings, signs and bulkheads) and all partitions, doors, floor surfaces, fixtures, equipment and appurtenances thereof in good order, condition and repair, and in a reasonably satisfactory condition of cleanliness, including reasonably periodic painting of the interior of the Premises and Tenant shall make such other necessary repairs in and to the Premises. Tenant, at its sole cost and expense, shall also: (i) regularly monitor the Premises for the presence of mold or for any conditions that reasonably can be expected to give rise to mold (“Mold Conditions”), including, but not limited to, observed or suspected instances of water damage, mold growth, repeated complaints of respiratory ailment or eye irritation by Tenant’s employees or any other occupants of the Premises, or any notice from a governmental agency of complaints regarding air quality at the Premises; and (ii) promptly notify Landlord in writing if it suspects mold or Mold Conditions at the Premises. Once Landlord is notified of the Mold Conditions, it will investigate to determine if the Mold Conditions are the result of Tenant’s failure to maintain the Premises as described herein. If the Mold Condition is the result of Tenant’s failure to maintain the Premises, Tenant shall immediately remedy such Mold Condition. If the Mold Condition is not the result of Tenant’s failure to maintain the Premises, Landlord shall remedy such Mold Condition.

10.3 Waiver. Tenant hereby waives all rights provided for by any present or future laws regarding Tenant's right to make repairs or replacements at the expense of Landlord or to terminate this Lease because of the condition of the Premises. Any repairs or replacement necessitated by Casualty damage or condemnation shall be governed by Section 19 and Section 20.

11. COMMON AREA AND PARKING

11.1 Grant of Nonexclusive License and Right. Landlord hereby grants to Tenant and its successors and assigns, a nonexclusive license and right for Tenant and its permitted subtenants, in common with Landlord and all persons, firms and corporations conducting business in the Center and their respective customers, guests, licensees, invitees, subtenants, employees and agents, to use the Common Area for vehicular parking, for pedestrian and vehicular ingress, egress and travel.

11.2 Control of Common Area. The Common Area shall at all times be subject to the exclusive control and management of Landlord. Landlord shall have the right to: (i) construct, maintain, replace and operate lighting facilities within the Common Area; (ii) police the Common Area from time to time; (iii) change the area, level, location and arrangement of the parking areas and other improvements within the Common Area and otherwise repair, alter, delete, relocate, expand and replace any Common Area; (iv) restrict parking by tenants, their officers, agents, and employees to employee parking areas; (v) enforce parking charges (by operation of meters or otherwise); (vi) close all or any portion of the Common Area or improvements therein to such extent as may, in the opinion of counsel for Landlord, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (vii) close temporarily all or any portion of the Common Area and/or the improvements thereon; (viii) discourage noncustomer parking; (ix) designate other areas not currently part of the Common Area as Common Area (including expansion of the Common Area to property which is adjacent to the Center); (x) select a person(s), firm(s) or corporation(s) (which may be an entity related to Landlord) to maintain and operate all or any part of the Common Area; (xi) designate from time to time certain portions of the Common Area as exclusively for the benefit of certain tenants in the Center; and (xii) do and perform such other acts in and to the Common Area and improvements thereon as Landlord shall determine to be advisable. Landlord reserves the right to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises or outside the Premises, Tenant acknowledges that Landlord makes no representation or warranty whatsoever concerning the safety of the Common Area or the adequacy of any security system that is or may be instituted for the Common Area.

11.3 Parking. Landlord shall at all times provide the parking facilities required by Applicable Laws for the Premises. All parking spaces shall be used only for parking by vehicles no larger than full size passenger automobiles or pick-up trucks. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's Agents, suppliers, or shippers, to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. Parking within the Common Area shall be limited to striped parking stalls. No parking shall be permitted in any driveways, accessways or in any which would prohibit or impede the free flow of traffic within the Common Area. There shall be no overnight parking of any vehicles of any kind. If Tenant or its employees fail to park their vehicles in designated parking areas, then Landlord, in addition to any other rights or remedies Landlord might have, may charge Tenant Twenty Dollars ($20) per day for each day or partial day per vehicle parked in such nondesignated areas, which amount Tenant shall pay to Landlord as Additional Rent. In addition, if Tenant permits or allows any of the prohibited activities described above, then Landlord shall have the right, without notice, in addition to such other rights and remedies, to remove or tow away the vehicle involved and charge the cost to Tenant as Additional Rent.

12. SUBORDINATION AND ESTOPPEL CERTIFICATES.

12.1 Subordination. The rights of Tenant shall be and remain, at the election of Landlord or any ground landlord or Mortgagee, subordinate to the lien of and rights under any current or future mortgage, deed of trust, ground lease or other security instrument affecting the Premises and/or the Center during the Term. This subordination shall be effective without the necessity of any additional document being executed by Tenant; however, if requested by Landlord or any Mortgagee, Tenant shall execute and deliver within fifteen (15) days after such request in the form requested by Landlord, or any Mortgagee or ground landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases of underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute an Event of Default hereunder. Furthermore, if Tenant fails to execute and deliver any such additional documents within fifteen (15) days of Landlord's request, Tenant's failure to execute and deliver such additional document shall be conclusively deemed to constitute irrevocable appointment of Landlord as Tenant's special attorney-in-fact to execute and deliver those additional documents. If Landlord's interest in the Premises is acquired by any ground landlord or Mortgagee, or in the event any foreclosure or in the event a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of the resulting successor-in-interest to Landlord, attorn to and become the tenant of such successor-in-interest and recognize such successor-in-interest as the Landlord under this Lease. In such event and provided that Tenant is not in default, this Lease shall not terminate so far as the Tenant continues to pay the Rents required by this Lease and otherwise performs and observes all of the terms, covenants, conditions and provisions of this Lease to be performed and observed by or on behalf of Tenant.

12.2 Estoppel Certificates. Within fifteen (15) days of request by Landlord or any Mortgagee, Tenant shall, from time to time, execute and deliver estoppel certificates in the form and certifying such matters with respect to this Lease, as Landlord or any such Mortgagee may reasonably request. Tenant's failure to timely execute and deliver any such estoppel certificates shall be deemed Tenant's certification of the statements in such certificate and, at Landlord's option, shall constitute an Event of Default hereunder. Furthermore, if Tenant's failure to timely execute and deliver any such estoppel certificate shall be conclusively deemed to constitute irrevocable appointment of Landlord as Tenant's special attorney-in-fact to execute and deliver such estoppel certificate.

13. SECURITY DEPOSIT. Tenant has deposited with Landlord the amount set forth in Section 1.20 (the "Security Deposit") as security for the full and faithful performance of each term, provision, covenant, and condition of this Lease. At Landlord's request, Tenant shall from time to time increase the Security Deposit commensurate with any increase in Minimum Rent. If Tenant defaults in respect of any of its obligations under this Lease, including, but not limited to, payment of Rent, Landlord may use, apply or retain all or part of the Security Deposit for the payment of any Rent in default or for any other sum that Landlord may spend or be required to spend by reason of Tenant's default. Within ten (10) days of demand Tenant shall repay to Landlord the amount of the Security Deposit so used. Tenant's failure to do so shall, at Landlord's election, constitute an Event of Default by Tenant. Tenant shall not assign, transfer or encumber the Security Deposit, and any attempt to do so shall not be binding upon Landlord. Landlord shall not be required to keep the Security Deposit separate from its general funds, and no trust relationship is created with respect to the Security Deposit. If Landlord sells, ground leases or assigns the Center or a portion of the Center containing the Premises, or otherwise terminates its interest in this Lease, then Landlord may assign the Security Deposit to its purchaser, ground landlord, successor or assignee without further liability to Tenant. Should Tenant faithfully and fully comply with all of the terms, provisions, covenants, and conditions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant, or at the option of Landlord, to the last assignee of Tenant's interest in this Lease at the expiration of the Term. Tenant shall not be entitled to any interest on the Security Deposit.

14. ALTERATIONS, CHANGES, AND ADDITIONS.

14.1 Consent Required. Tenant shall not make any Alterations to the Premises without the prior, written consent of Landlord. Any Alterations to or on the Premises shall, at the option of Landlord, remain for the benefit of and become the property of Landlord upon the termination of this Lease or be removed (with any damage resulting from such removal repaired) at Tenant's cost and expense. Tenant shall not remove any Alterations without Landlord's written permission.

14.2 Permitted Alterations. Subject to the following provisions of this Section 14, Tenant may install, at its expense and without Landlord's written consent, trade fixtures, movable partitions, furniture, equipment, and other personal property with accumulative cost of no more than Two Thousand Five Hundred Dollars ($2,500), and may remove the same at any time prior to the termination of this Lease provided Tenant always maintains the Premises fully stocked, equipped and fixtured and professional in appearance. If any damage is caused to the Premises by Tenant's removal of any property, Tenant shall bear the cost of repair of such damage.

14.3 Requirements. All work performed by or on behalf of Tenant in or about the Premises shall be done in a good and workmanlike manner and, once started, diligently prosecuted to completion. Tenant covenants to only use contractors that are either: (i) included in a listing of Landlord's "approved" contractors; or (ii) if not in such listing, a contractor approved in writing by Landlord prior to the commencement of Tenant's work. Tenant and any contractors or subcontractors of Tenant shall carry insurance meeting the requirements of Section 18 and any other insurance Landlord may require covering any Alterations and related work. Tenant shall have all work on or about the Premises performed in such a manner so as not to interfere with or obstruct the access of any other tenant of the Center or any other work thereon. Tenant shall not install or maintain any equipment, partitions, furniture, or apparatus, the weight or operation of which would tend to injure or be detrimental to the Premises or (in Landlord's reasonable judgment) be loud or offensive to other tenants. All work done by or on behalf of Tenant shall be performed in full compliance with all Applicable Laws. Any such work, whether such work was approved by Landlord or not, which violates any such Applicable Laws shall be corrected at Tenant's sole cost and expense, including any required structural alterations. Tenant shall require its contractors (including all employees, agents, subcontractors and material suppliers of such contractors) to conduct their work and employ labor in such manner as to maintain harmonious labor relations at the Center.

14.4 Mechanics' Liens. Tenant shall not permit any mechanics', materialmen's or other liens to be filed against the Premises, any portion of the Center, nor against Tenant's leasehold interest. If by reason of any Alteration, repair, labor performed or material furnished to the Premises for or on behalf of Tenant any mechanics' or other lien shall be filed, claimed, perfected or otherwise established as provided by law against the Premises, Tenant shall discharge or remove the lien by bonding or otherwise at Tenant's cost and expense, within ten (10) days after notice from Landlord to Tenant of the filing of same. Landlord shall have the right at all reasonable times to post and keep posted on the Premises any notices which it deems necessary for protection from such liens. If any such liens are filed, Landlord may, without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations, cause such liens to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such liens. Tenant shall pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord to remove such liens, together with interest at the Applicable Rate from the date of such payment by Landlord.

14.5 Compliance with Laws. Tenant, at Tenant's expense, shall comply with all Applicable Laws, now in force or which may hereafter be in force, which shall impose any duty (including without limitation, structural work) with respect to the use, occupation, condition or alteration of the Premises.

15. ENTRY BY LANDLORD. Landlord, and Landlord's Agents, shall have the right, but not the duty, to enter the Premises at reasonable times to inspect the Premises, to take samples and conduct environmental investigations, to post notices of nonresponsibility and similar notices and signs indicating the availability of Premises for sale, to show the Premises to interested parties such as prospective lenders and purchasers, to make necessary Alterations or perform maintenance, replacement and repairs, to perform Tenant's obligations as permitted herein when Tenant has failed to do so, all without liability to Tenant. Landlord shall give Tenant twenty-four (24) hours notice of any entry, except no notice shall be required in the event of an emergency. Within one hundred eighty (180) days before the expiration of the Term, Landlord may place upon the Premises reasonable signs indicating the availability of Premises for lease and to show the Premises to prospective tenants. Landlord shall at all times have the right to retain a key which unlocks all of the doors in the Premises, excluding Tenant's vaults and safes. Landlord and Landlord's Agents shall have the right to use any and all means which Landlord may deem proper in an emergency to obtain entry to the Premises. No entry to the Premises by Landlord or Landlord's Agents shall under any circumstances be deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or an eviction of Tenant, or to give rise to an abatement of Rent.

16. ASSIGNMENTAND SUBLETTING.

16.1 Prohibition. Neither this Lease nor any interest in it or the Premises may be assigned, sublet or mortgaged by Tenant in whole or part, voluntarily or otherwise. Any assignment, mortgage, pledge, hypothecation, subletting, or license of this Lease or the Premises or any portion thereof, either voluntary or involuntarily, whether by operation of law or otherwise without the prior, written consent of Landlord, which shall not be unreasonable withheld, shall be null and void and shall, at Landlord's election, constitute an Event of Default under this Lease. To the extent not prohibited by provisions of the Bankruptcy Code of 1978, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), Tenant on behalf of itself, creditors, administrators and assigns waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the trustee for the estate of the bankrupt meets Landlord's standards for consent as set forth below. Landlord has entered into this Lease with Tenant in order to obtain for the benefit of the Center the unique attraction of Tenant's name and business; the foregoing prohibition on assignment or subletting is expressly agreed to by Tenant in consideration of such fact. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

16.2 Landlord's Consent. In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Section 16, which shall apply to each successive assignment of this Lease or subletting of the Premises (or portion of the Premises), if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee(s)), or relieve Tenant of any of its obligations hereunder. In the event that Landlord shall consent to an assignment or subletting under this Section 16, such assignment or subletting shall not be effective until the assignee or subtenant shall execute, acknowledge and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, whereby assignee or subtenant shall assume all of the Tenant's obligations of this Lease and whereby the assignee or subtenant shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed original thereof shall be delivered to Landlord, and Landlord may collect Minimum Rent and Additional Rent due hereunder directly from the assignee or subtenant. Collection of Minimum Rent and Additional Rent directly from an assignee or subtenant shall not constitute a consent or a waiver of the necessity of consent to such assignment or subletting, nor shall such collection constitute a recognition of such assignee or subtenant as the Tenant hereunder or a release of Tenant from the performance of all of its obligations hereunder.

16.3 Landlord's Actions. Tenant shall notify Landlord in writing of Tenant's intent to assign the Lease or any right or interest hereunder, or to sublease the Premises or any part of the Premises, and of the name of the proposed assignee or subtenant, the nature of the proposed assignee's or subtenant's business to be conducted on the Premises, the terms and provisions of the proposed assignment or sublease (and to the extent the proposed assignment or sublease is a part of the sale of Tenant’s business, a full copy of such sales contract), a copy of the proposed assignment or sublease form and such other information as Landlord may reasonably request concerning the proposed assignee or subtenant, including, but not limited to, net worth, income statements and other financial statements for a two-year period preceding Tenant's request for consent, evidence of insurance complying with the requirements of Section 18, any other information Landlord may reasonably request, and the fee described in Section 16.6. Landlord shall, within thirty (30) days of receipt of such written notice and all additional information requested by Landlord concerning the proposed assignee or subtenant, elect to take one of the following actions:

(a) Consent to such proposed assignment or sublease;

(b) Refuse to consent to such proposed assignment or sublease;

(c) Landlord may, at its option exercised by thirty (30) days written notice to Tenant, elect to recapture the Premises and as of the thirtieth (30th) day after Landlord so notifies Tenant of its election to recapture, this Lease shall terminate. If Landlord fails to elect any of the alternatives (a), (b) or (c) above within the thirty (30)-day period, Landlord shall be deemed to have refused its consent to such assignment or subletting by Tenant.

16.4 Bonus Value. Tenant agrees that seventy-five percent (75%) of any amounts paid by the assignee or subtenant, however described (including, but not limited to, the value of any nonmonetary consideration), in excess of: (i) the Minimum Rent payable by Tenant (or, in the case of a sublease of a portion of the Premises, in excess of the Minimum Rent reasonably allocable to such portion); plus (ii) Tenant's direct out-of-pocket costs which Tenant certifies to Landlord have been paid to provide occupancy related services to such assignee or subtenant of a nature commonly provided by landlords of similar space, shall be the property of Landlord and such amounts shall be payable directly to Landlord by the assignee or subtenant. At Landlord's request, a written agreement shall be entered into by and among Tenant, Landlord and the proposed assignee or subtenant confirming the requirements of this Section 16.

16.5 Certain Transfers. The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business), or, if Tenant is a corporation, a limited liability company, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, company, association or partnership in the aggregate (cumulative during the Term) in excess of twenty-five percent (25%) of the total ownership interest in such entity shall be deemed an assignment within the meaning and provisions of this Section 16.

16.6 Landlord's Fee and Expenses. If Tenant requests Landlord's consent to an assignment or subletting by Tenant under this Lease, Tenant shall pay to Landlord a fee of One Thousand Dollars ($1,000.00) and all of Landlord's out-of-pocket expenses, including, but not limited to, actual attorneys' fees reasonably incurred related to such assignment or subletting by Tenant, whether or not the assignment or subletting is approved.

16.7 Transfer of the Premises by Landlord. Upon any conveyance of the Premises and assignment by Landlord of this Lease, Landlord shall be and is hereby entirely released from all liability under any and all of its covenants and obligations contained in or derived from this Lease accruing after the date of such conveyance and assignment, and Tenant agrees to attorn to any entity purchasing or otherwise acquiring Landlord's interest in the Premises.

17. DEFAULT AND REMEDIES.

17.1 Tenant's Default. At the option of Landlord, a default under this Lease by Tenant shall exist if any of the following events occur (each is called an "Event of Default"): (a) If Tenant fails to pay Minimum Rent or Additional Rent, or any other payment required by this Lease, and such failure continues for ten (10) days after same is due; (b) Tenant vacates or abandons the Premises; (c) Tenant is dismissed or expelled from the Premises by or under any authority other than Landlord; (d) Tenant files a voluntary petition or institutes any proceedings in bankruptcy or under any insolvency laws seeking to effect a reorganization or a composition with its creditors; (e) any bankruptcy or insolvency proceedings are commenced, a receiver or trustee is appointed for the agents of Tenant; or Tenant's leasehold estate is taken on execution or by any process of law; (f) Tenant admits in writing its inability to pay its obligations as they become due; (g) Tenant fails to observe or perform any other provision under this Lease and such failure is not cured before twenty (20) days elapse after notice to Tenant; (h) Tenant attempts to make or suffers to be made any transfer, assignment or subletting, except as provided in Section 16; or (i) Tenant fails to timely comply with the provisions of Section 12 ("Subordination and Estoppel Certificates). The notices required by this Section 17.1 shall be in lieu of, and not in addition to, any notice required under law. The provisions of this Section 17.1 to the contrary notwithstanding, if Tenant commits a default of its obligations under this Lease, and if the same default has previously occurred two (2) or more times during the Term (regardless of whether cured), such default shall be conclusively deemed to constitute a noncurable default and give Landlord the immediate right to exercise any or all of its available rights and remedies. The provisions of this Section 17.1 to the contrary notwithstanding, should Landlord elect to send a written notice of default to Tenant for Tenant’s failure to pay Minimum Rent or Additional Rent when due, Tenant acknowledges that such notice is a courtesy to Tenant and that no written notice of a default is required for a second late rent payment that occurs within six (6) months of Landlord’s issuance of the first notice of default for late payment of such Rent.

17.2 Landlord's Remedies. Upon the occurrence of an Event of Default, then, in addition to and without waiving any other rights and remedies available to Landlord in law or in equity or otherwise provided in this Lease, Landlord may, at its option, cumulatively or in the alternative, exercise the following remedies:

(a) Landlord may terminate Tenant's right to possession of the Premises, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. No act by Landlord other than giving written notice to Tenant of Landlord's election to terminate Tenant's right to possession shall terminate this Lease. Tenant acknowledges that Landlord’s filing of an eviction action shall constitute adequate notice to Tenant of Landlord’s intent to terminate Tenant’s right of possession and to terminate the Lease. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on Landlord's initiative to protect Landlord's interest under this Lease shall not constitute a termination of Tenant's right to possession. Termination shall terminate Tenant's right to possession of the Premises but shall not relieve Tenant of any obligation under this Lease that has accrued prior to the date of such termination nor of the obligation for Rent that would have accrued but for such termination. Upon such termination, Landlord shall have the right to re-enter the Premises, and remove all persons and property, and Landlord shall also be entitled to recover from Tenant:

(i) The worth at the time of the award of any unpaid Rental which had been earned at the time of termination;

(ii) The worth at the time of the award of the amount by which the unpaid Rental which would have been earned after termination until the time of the award exceeds the amount of the loss of such Rental that Tenant proves could have been reasonably avoided;

(iii) The worth at the time of the award of the amount by which the unpaid Rental for the balance of the Term after the time of the award exceeds the amount of the loss of such Rental that Tenant proves could have been reasonably avoided;

(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result from Tenant's default, including, but not limited to, the cost of recovering possession of the Premises, commissions and other expenses of reletting, including necessary repair, renovation, improvement and alteration of the Premises for a new tenant, the unamortized portion of any Tenant Improvements and brokerage commissions funded by Landlord in connection with this Lease, the cost of rectifying any damage to the Premises occasioned by the act or omission of Tenant, reasonable attorneys' fees, and any other reasonable costs; and

(v) At Landlord's election, all other amounts in addition to or in lieu of the foregoing as may be permitted by law.

As used in subparagraphs (i) and (ii) above, the "worth at the time of the award" is computed by allowing interest at the Applicable Rate. As used in subparagraph (iii) above, the "worth at the time of the award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank for the District in which the Center is located at the time of the award plus one percent (1%).

(b) Landlord may elect not to terminate Tenant's right to possession of the Premises, in which event this Lease will continue in full force and effect as long as Landlord does not terminate Tenant's right to possession, and Landlord may continue to enforce all of its rights and remedies under this Lease, including the right to collect all Rent as it becomes due. In addition, if Tenant has entered into a sublease which is valid under the terms of this Lease, Landlord may also, at its option, cause Tenant to assign to Landlord the interest of Tenant under the sublease, including, but not limited to, Tenant's right to the payment of Rent as it becomes due. Landlord may elect to enter the Premises and relet them, or any part of them, to third parties for Tenant's account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises, including, but not limited to, brokers' commissions, expenses of cleaning and remodeling the Premises required by the reletting, attorneys' fees and like costs. Reletting can be for a period shorter or longer than the remaining Term of this Lease and for the entire Premises or any portion thereof. Landlord shall have no obligation to prefer the letting of the Premises over any vacant space in the Center nor to accept any replacement tenant that would result in the violation of any use restrictions in the Center, not be desirable for the Center's tenant mix, or otherwise not meet Landlord's leasing criteria. Tenant shall pay to Landlord the Minimum Rent and Additional Rent due under this Lease on the dates the Minimum Rent and such Additional Rent are due, less the rent Landlord actually collects from any reletting. Except as provided in the preceding sentence, if Landlord relets the Premises or any portion thereof, such reletting shall not relieve Tenant of any obligation hereunder. Notwithstanding the above, no act by Landlord allowed by this Section 17.2(b) shall terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease.

17.3 No Surrender. Tenant waives any right of redemption or relief from forfeiture under any present or future law, in the event Tenant is evicted or Landlord takes possession of the Premises by reason of an Event of Default. No act or thing done by Landlord or Landlord's Agents during the Term shall be deemed an acceptance of a surrender of the Premises and no agreement to accept a surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord's Agents shall have any power to accept the keys to the Premises prior to the termination of this Lease, and the delivery of the keys to any such employee shall not operate as a termination of this Lease or a surrender of the Premises.

17.4 Landlord's Default. Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it under this Lease unless and until it has failed to perform such obligation within thirty (30) days after receipt of written notice by Tenant to Landlord (and the Mortgagees who have provided Tenant with notice) specifying the nature of such default; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

17.5 Mortgagee Protection. Upon any default on the part of Landlord, Tenant will give notice by registered or certified mail to any Mortgagee who has provided Tenant with notice of its interest together with an address for receiving notice, and shall offer such Mortgagee a reasonable opportunity to cure the default (which, in no event shall be less than sixty (60) days), including time to obtain possession of the Premises by power of sale or a judicial foreclosure, if such should prove necessary, to effect a cure. Tenant agrees that each of the Mortgagees to whom this Lease has been assigned by Landlord is an express third party beneficiary of this Lease. Tenant shall not make any prepayment of Minimum Rent or Additional Rent more than one (1) month in advance without the prior written consent of such Mortgagee. Tenant waives any right under any present or future law to the collection of any deposit from such Mortgagee or any purchaser at a foreclosure sale of such Mortgagee's interest unless such Mortgagee or such purchaser shall have actually received and not refunded the deposit. Tenant agrees to make all payments under this Lease to the Mortgagee with the most senior encumbrance upon receiving a direction, in writing, to pay said amounts to such Mortgagee. Tenant shall comply with such written direction to pay without determining whether an event of default exists under such Mortgagee's loan to Landlord.

17.6 Landlord's Right to Perform. If Tenant shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease, Landlord may (but shall not be obligated to), at Tenant's expense, and without waiving or releasing Tenant from any obligation of Tenant under this Lease, make such payment or perform such other act to the extent Landlord may deem desirable, and in connection therewith, pay expenses and employ counsel. All sums paid by Landlord and all penalties, interest and costs, including, but not limited to, collection costs and attorneys' fees reasonably incurred in connection therewith, plus twenty percent (20%) of any such sums for Landlord's administrative costs shall be due and payable by Tenant to Landlord, as an item of Additional Rent, on demand by Landlord, together with interest thereon at the Applicable Rate from the date of such demand until paid by Tenant.

17.7 Interest on Late Payments. Should Tenant fail to pay when due any installment of Minimum Rent, Additional Rent, Percentage Rent or any other sum payable to Landlord under the terms of this Lease within ten (10) days following the due date, then interest at the Applicable Rate, shall accrue from and after the due date until paid, and such interest shall be paid by Tenant to Landlord at the time of payment of the overdue sum.

18. INDEMNITYAND INSURANCE.

18.1 Indemnification. Tenant agrees to defend (with attorneys acceptable to Landlord), protect, indemnify, and hold harmless Landlord and Landlord's Agents from any and all claims, liabilities, demands, causes of action, attorney's fees, damages, judgments, and expenses of any nature arising from or related to (a) the conduct or management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created in or about the Premises during the Term; (b) any act, omission or negligence of Tenant or any of Tenant's Agents; (c) any accident, injury or damage whatsoever occurring in or at the Premises; (d) any breach or default by Tenant under this Lease; (e) all damages sustained by Landlord as a result of any holdover by Tenant in the Premises including, but not limited to, any claims by another tenant resulting from a delay by Landlord in delivering possession of the Premises to such tenant; and, (f) any liens or encumbrances arising out of any work performed or materials furnished by or for Tenant, including any work Landlord may have performed or caused to be performed for Tenant for which Tenant has not paid Landlord. In the event Landlord, without fault on Landlord's part, is made a party to any litigation commenced by or against Tenant, then Tenant shall protect, defend, indemnify, and hold Landlord harmless and shall pay all costs, expenses and attorneys' fees incurred or paid by Landlord in connection with such litigation. Tenant hereby waives all claims against Landlord for damage to goods, wares or supplies or for injury or death to persons in and upon the Premises from any cause whatsoever, except such as result solely from the grossly negligent act or willful misconduct of Landlord.

18.2 Insurance. Tenant shall at all times during the Term, and at its sole expense, obtain and keep in effect the following insurance: (a) commercial general liability insurance in the names of and for the benefit of Tenant and Landlord and other parties Landlord designates (as additional insureds), with a minimum combined single limit of Two Million Dollars ($2,000,000); (b) fire insurance with special form endorsement covering all furniture, fixtures, inventory and equipment, whether supplied or owned by Tenant or by Landlord, Tenant's improvements to the Premises, Tenant's Personal Property and all glass forming a part of the Premises, including but not limited to plate glass to the extent of its full insurable value; (c) business interruption coverage in amounts sufficient to pay the Minimum Rent and Additional Rent hereunder for a period of at least twelve (12) months; (d) workers' compensation insurance as required under Applicable Laws; and (e) such other insurance in such form and amounts as Landlord or Landlord's Mortgagees may require from time to time.

Landlord agrees to insure the Center and improvements owned by Landlord against loss or damage by any perils covered by a standard broad form all risk insurance policy in an amount equal to the reasonable replacement value. Landlord shall also maintain comprehensive general public liability insurance against claims for personal injury, death or property damage occurring in, on or about the common areas (including the parking areas), Center, portions of the Building not leased to Tenant and the sidewalks and areas adjacent to the Premises and the Center under Landlord’s control to afford protection to the minimum limit of $2,000,000 for any personal injury, death or property damage. All proceeds from such insurance policies shall be used for the restoration of the Center and the Premises pursuant to the terms of this Lease unless Landlord decides not to rebuild the Center pursuant to Section 19herein. All required insurance shall be placed with reputable and solvent insurance companies licensed in the state in which the Premises are located.

18.3 Deductibles. Any policy of insurance specified to be carried by Tenant pursuant to this Lease which contains a deductible in excess of Five Thousand Dollars ($5,000.00) per occurrence must be approved in writing by Landlord prior to the issuance of such policy. Tenant shall be solely responsible for the payment of any and all such deductibles.

18.4 Increased Coverage. Upon demand, Tenant shall provide Landlord, at Tenant's expense, with such increased amount of existing insurance, and such other insurance as Landlord or any Mortgagees may reasonably require.

18.5 Sufficiency of Coverage. Neither Landlord nor any of Landlord's Agents makes any representation that the types of insurance and limits specified to be carried by Tenant under this Lease are adequate to protect Tenant. If Tenant believes that any such insurance coverage is insufficient, Tenant shall provide, at its own expense, such additional insurance as Tenant deems adequate. Nothing contained herein shall limit Tenant's liability under this Lease, and Tenant's liability under any provision of this Lease, including without limitation under any indemnity provision, shall not be limited to the amount of any insurance obtained.

18.6 Insurance Requirements. Any policy of Tenant's insurance: (i) shall be in a form satisfactory to Landlord and the Mortgagees; (ii) shall be issued by insurance companies licensed and authorized to do business in the State, which are rated "A" or better in Best's Key Rating Guide and which are determined by Landlord, as financially sound on a current basis; (iii) shall provide that such policies, shall not be subject to material alteration or cancellation except after at least thirty (30) days prior written notice to Landlord and others Landlord may designate; and (iv) shall be primary, and any insurance carried by Landlord or Landlord's Agents shall be noncontributing. Tenant's liability insurance shall contain a cross liability endorsement, shall include fire legal liability coverage in the amount of at least One Hundred Thousand Dollars ($100,000.00), and shall include contractual liability coverage specifically insuring performance of Tenant's obligations under Section 18.1 and Tenant's other indemnification obligations under this Lease. Tenant's fire insurance shall contain an agreed amount endorsement and include boiler and machinery coverage, if applicable, in amounts acceptable to Landlord and any Mortgagees. Tenant's policy or policies, or duly certified copies of such policies, together with satisfactory evidence of payment of premiums, shall be deposited with Landlord prior to the Commencement Date, and at least thirty (30) days prior to each renewal of such policies. If Tenant fails to procure and maintain the insurance required to be procured by Tenant under this Lease, Landlord may, but shall not be required to, order such insurance at Tenant's expense. All sums reasonably disbursed, deposited or incurred by Landlord in connection therewith, including, but not limited to, all costs, expenses and actual attorneys' fees, shall be due and payable by Tenant to Landlord, as an item of Additional Rent, on demand by Landlord, together with interest thereon at the Applicable Rate from the date of such demand until paid by Tenant.

18.7 Waiver of Subrogation. Tenant agrees that any insurance required under this Lease and all other insurance carried by Tenant shall contain a waiver of subrogation by the insurer against Landlord, any Mortgagees, and Landlord's Agents. Tenant does hereby waive all rights of recovery or causes of action against Landlord, any Mortgagee, and Landlord's Agents for any damage or loss covered by Tenant's insurance, or by the type of insurance required by this Lease, or for which Tenant may otherwise be reimbursed.

Landlord agrees that any insurance required under this Lease and all other insurance carried by Landlord shall contain a waiver of subrogation by the insurer against Tenant and Tenant’s Agents. Landlord does hereby waive all rights of recovery or causes of action against Tenant and Tenant’s Agents for any damage or loss covered by Landlord’s insurance, or by the type of insurance required by this Lease, or for which Landlord may otherwise be reimbursed.

18.8 Loss or Damage to Tenant's Property. Landlord shall not be liable for any damage to property of Tenant or of others located on the Premises, nor for the loss of or damage to any property of Tenant or of others by theft or otherwise. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks from any part of the Premises or from the pipes, appliances or plumbing works or from any other place or by dampness or by any other cause of whatsoever nature. Landlord shall not be liable for any such damage caused by other tenants or persons, occupants of property adjacent to the Center or the public, or from damage caused by operations in construction of any private, public or quasi-public work. Landlord shall not be liable for any latent defect in the Premises or in the building of which they form a part. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant only, and Tenant shall hold Landlord harmless from any claim arising out of damage to the same, including subrogation claims by Tenant's insurance carriers, unless such damage shall be caused solely by the willful act or gross negligence of Landlord.

19. DAMAGEAND DESTRUCTION BY FIRE OR OTHER CASUALTY.

19.1 Landlord's Obligation to Rebuild. Subject to Landlord's right to terminate this Lease as provided below, if the Premises are damaged or destroyed by fire, wind storm, or other casualty (a "Casualty"), Landlord shall repair all such damage and restore the Premises within a reasonable time to the extent of the insurance proceeds received (net of collection expenses) subject to delays due to adjustment of insurance claims, strikes and other causes beyond Landlord's control. Landlord's obligation, should it elect or be obligated to repair the Premises following a Casualty, shall be limited to the basic building shell. Tenant shall, at its expense, replace or fully repair all Tenant's Personal Property and any Alterations or other leasehold improvements installed by Tenant existing at the time of such Casualty. In the event of damage or destruction to the Premises, the Rent shall not be abated wholly or proportionately.

19.2 Landlord's Right to Terminate. Landlord shall have the right to terminate this Lease following a Casualty if any of the following occurs: (i) insurance proceeds (together with any additional amounts Tenant elects, at its option, to contribute) are not available to Landlord to pay one hundred percent (100%) of the cost to fully repair the Premises, excluding the deductible (for which Tenant shall be fully responsible); (ii) Landlord determines that the Premises and/or any other damaged portions of the Center cannot, with reasonable diligence, be fully repaired by Landlord (or cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, hazardous materials, radiation, chemical waste and other dangers) within one hundred eighty (180) days after the date of such Casualty or at a cost of less than thirty-five percent (35%) of the then replacement cost thereof; (iii) the Premises are destroyed or damaged during the last twenty-four (24) months of the Term; (iv) thirty-five percent (35%) or more of the area of the building in which the Premises are located is damaged or destroyed, regardless of whether the Premises are damaged; or (v) an Event of Default has occurred and is continuing at the time of such Casualty. If Landlord elects to terminate this Lease following a Casualty pursuant to this Section 19.2, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after Landlord has knowledge of such Casualty, and this Lease shall terminate fifteen (15) days after the date of such notice.

19.3 Waiver of Statutes. It is the parties’ intent that the provisions of this Section 19 govern their rights and obligations with respect to any Casualty. Tenant hereby waives any right to terminate this Lease following a Casualty pursuant to any present or future statute or other law.

20. CONDEMNATION.

20.1 Effect of Taking. In the event that a substantial part of the Premises shall be taken or condemned through the exercise of the power of eminent domain, with or without litigation (or a sale in lieu thereof), and Tenant shall determine that the remaining portion of the Premises is not reasonably suitable for Tenant's use and occupation, Tenant may, upon given written notice to Landlord within ten (10) days after the date of such taking, terminate this Lease, and Landlord shall refund any unearned Rent paid in advance by Tenant. If Tenant does not terminate this Lease, it shall continue in force as to the remaining portion of the Premises, and all Rent shall continue unabated. In the event of a total taking of the Premises by eminent domain or a sale in lieu thereof, this Lease shall terminate, and Landlord shall be due all of any condemnation award. In the event that part of the common areas or parking areas of the Center shall be taken, there shall be no abatement or reduction of Tenant's Rent; however, should the partial taking of the common areas or parking areas render the Premises untenantable, then either the Landlord or the Tenant may elect to terminate the Lease upon delivery of thirty (30) days prior written notice to the other party.

20.2 No Apportionment of Award. No award for any partial or total taking shall be apportioned, it being agreed and understood that Landlord shall be entitled to the entire award for any partial or entire taking, whether for the value of the leasehold, the real estate, or otherwise. Tenant assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights of Tenant arising in or to the same or any part thereof. Nothing contained in this Section 20.2 shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant's Personal Property or its moving costs; provided, that any such separate award to Tenant does not diminish any award to which Landlord is entitled.

20.3 Waiver of Statutes. Tenant hereby waives the provisions of any present or future statute or law allowing either party to terminate this Lease in the event of a partial taking of the Premises.

21. QUIET ENJOYMENT. Landlord agrees that Tenant, upon keeping and performing the covenants of this Lease, shall at all times during the term of this Lease peaceably and quietly have, hold, and enjoy the Premises subject to the provisions hereof.

22. NOTICES. Any notice, demand, or communication called for hereunder shall be in writing and delivered to the other party or that party’s designated agent for delivery of such notice by any of the following means: (a) by delivering a copy of the notice to the party; (b) by delivering a copy of the notice to the United States Postal Service for mailing, first-class, postage prepaid, Certificate of Mailing (a Certificate of Mailing is a receipt that provides evidence of the date that the mail is presented to the postal service for mailing); (c) or by delivering a copy of the notice to Federal Express, UPS, or any other nationally recognized overnight courier with the delivery charge prepaid. Such notices shall be delivered or addressed to the Tenant at the Tenant’s mailing address as set forth in Section 1.6 and to the Landlord at the Landlord’s mailing address set forth in Section 1.2, or to such other addresses as either party hereafter designate by written notice to the other. Any such notice, demand, or communication sent shall be deemed given at the time it was personally delivered or at the time it was delivered to the United States Post Office or overnight courier. Notwithstanding anything in this Lease to the contrary, should Tenant ever notify Landlord of a new address, the new address will be used for purposes of this Section 22.

23. SURRENDER OF PREMISES; HOLDING OVER.

23.1 Surrender of Premises. Tenant agrees to turn over all keys and to surrender the Premises at the expiration or termination of this Lease, leave the Premises in the same condition (or as altered pursuant to the provisions of the Lease) as when delivered to Tenant (ordinary wear and tear excepted) and subject to the provisions of Section 10.1, Section 19 and Section 20 with all debris and Tenant's Personal Property removed and with all interior walls in good repair, all carpets shampooed and cleaned, the HVAC equipment, plumbing, electrical and other mechanical installations in good operating order and all noncarpeted floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Tenant. Tenant shall pay a reasonable repair and/or cleaning charge should it be necessary for the Landlord to repair and/or clean the Premises. Landlord may apply the Security Deposit to such purposes. If, after default in payment of rent or violation of any other provision of this Lease, or upon the expiration of this Lease, Tenant moves out or is dispossessed and fails to remove any trade fixtures or other property prior to such removal, or prior to the execution of the warrant of eviction, then and in that event, the fixtures and property shall be deemed abandoned by the Tenant and shall become the sole property of the Landlord. If Tenant fails to remove Tenant's Personal Property after the expiration or termination of this Lease, Landlord may retain such property and all rights of Tenant with respect to such property shall cease, or Landlord may place all or any portion of such property in public storage for Tenant's account. Tenant shall pay to Landlord, upon demand, the costs of removal of any such Alterations and Tenant's Personal Property and storage and transportation costs of same, and the cost of repairing and restoring the Premises, and all attorneys' fees and interest on said amounts at the Applicable Rate from the date of expenditure by Landlord.

23.2 Holding Over. If Tenant shall retain possession of the Premises or any portion of the Premises without Landlord's consent following the expiration or termination of this Lease, then Tenant shall pay to Landlord for each day of such retention twice the amount of daily Rent for the last month prior to the date of expiration or termination. Tenant shall also indemnify and hold Landlord harmless from any loss or liability resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. Alternatively, if Landlord gives written notice of Landlord's consent to Tenant's holding over, such holding over shall constitute renewal of the Lease on a month to month basis, and otherwise on the terms of this Lease. Acceptance of Rent by Landlord following expiration or termination of this Lease shall not constitute a renewal of this Lease, and nothing contained in this Section 23.2 shall waive Landlord's right of reentry or any other right. Unless Landlord gives its written consent as provided above, Tenant shall be only a Tenant at sufferance, whether or not Landlord accepts any Rent from Tenant while Tenant is holding over without Landlord's written consent.

24. RELOCATION. Landlord shall have the right at any time, and from time to time, before or during the Term of this Lease or renewal or extension hereof to require Tenant to relocate to other space in the Center (the "Substitution Space"). The Substitution Space shall have approximately the same square footage as the Premises. If Landlord desires to exercise such right, it shall give Tenant at least sixty (60) days prior written notification that Tenant is to relocate to the Substitution Space. If Landlord elects to relocate Tenant to the Substitution Space, such move shall be at the sole expense of Landlord including all reasonable costs and expenses related to improving the Substitution Space with leasehold improvements substantially equivalent to those then in Tenant's Premises. Landlord shall have the right to reuse leasehold improvements and other alterations from the original Premises. After such relocation, all terms, covenants, conditions, provisions, and agreements contained in this Lease shall continue in full force and effect and shall apply to the Substitution Space except that (a) if the then unexpired balance of the Term of this Lease shall be less than one (1) year, the Term of this Lease shall be extended so that the unexpired balance of the Term shall be one (1) year from the date of the relocation, and (b) if the Substitution Space contains more square footage than the presently leased Premises, the Rent shall be increased proportionately (provided that such Rent increase shall not be in excess of ten percent (10%) of the Rent in effect immediately preceding such increase).

If Tenant retains possession of the Premises, or any part thereof, following the date set for relocation or termination, Tenant shall be liable to Landlord, for each day of such retention, at double the amount of the daily Rent in effect immediately prior to the date set for relocation or termination, plus the actual damages incurred by Landlord resulting from Tenant's delay in surrendering the Premises, including without limitation, any claims made against Landlord by any succeeding tenant to the Premises and Landlord's costs in taking any action to evict Tenant from the Premises.

25. REAL ESTATE INVESTMENT TRUSTS. During the Term or any extension thereof, should a real estate investment trust ("REIT") become Landlord under this Lease the provisions of this Section 25 shall pertain, and all provisions of this Lease shall remain in full force and effect except as specifically modified by this Section 25. The provisions of this Section 25 shall have no force or effect except during such period as a REIT is Landlord under this Lease.

25.1 Management of Center. The parties to this Lease agree that Landlord need not itself directly manage or otherwise service all or any part of the Premises, Common Area or the Center but may cause such management, maintenance, operation and other services to Tenant to be performed by Landlord's agent (hereafter "Project Manager"). Landlord shall notify Tenant in writing of the name and address of the Project Manager, but Landlord shall have the absolute right to designate from time to time another person, association,, corporation or partnership (general or limited) as Project Manager upon ten (10) days' written notice to Tenant.

25.2 Amendment to Section 7.1. Notwithstanding any provision to the contrary in Section 8, the following provisions shall apply:

(a) Tenant shall continue to pay all Additional Rent under this Lease to Landlord, subject to the provisions of Section 8, as modified below by Section 25.3. If the portion of Additional Rent due under Section 8 which constitute Common Area Costs are not paid at the time and in the manner provided in this Lease, the portion shall nevertheless be collectible with the next installment of Minimum Rent and Additional Rent becoming due, but nothing contained in this Section 25 shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable under this Lease, or limit any other remedy of Landlord; and

(b) Tenant shall pay all Rent and other charges to Landlord at such place as Landlord may from time to time designate in writing at least ten (10) days prior to the next ensuing payment date; provided, however, the payments made by Tenant pursuant to Section 8 for Common Area Costs shall be made to Landlord for the administrative convenience of the parties to this Lease and to further the efficient operation of the Center and shall remain the sole and separate property of the Project Manager for its services described in this Lease.

25.3 Amendment to Other Sections. This Lease is hereby amended, modified and supplemented as follows:

(a) Landlord shall cause the Project Manager to render to Tenant, other tenants and occupants of the Center the services required or permitted to be performed by Landlord under this Lease in connection with the maintenance, repair, management and operation of the Common Area or the Center and the Project Manager shall be reimbursed by Tenant for its expenses in connection with said Common Area or the Center in the manner provided below;

(b) Tenant shall continue to pay to the order of Landlord Tenant's Share of Common Area Costs due under Section 8 concurrently with its payment of Monthly Rent under this Lease, but Landlord shall disburse such portion of Tenant's Additional Rent to and for the benefit of the Project Manager; and

(c) Notwithstanding that such payments shall be made by Tenant to the order of Landlord, the parties agree that all such payments for Tenant's Share of Common Area Costs under Section 8 shall be retained by the Project Manager as its sole and separate property.

25.4 REIT Tax Provisions. If Landlord in good faith determines that its status as a REIT under the provisions of the Internal Revenue Code will be jeopardized because of any provision of this Lease, Landlord may request reasonable amendment to this Lease and Tenant will not unreasonably withhold, delay, defer or condition its consent to such amendments, provided that such amendments do not: (i) increase the monetary obligation of Tenant pursuant to the terms of this Lease; or (ii) in any other manner have a material adverse affect on Tenant's interest in the Premises.

26. MISCELLANEOUS PROVISIONS.

26.1 Rights of Successors and Assigns. The covenants and agreements contained in this Lease shall apply to, inure to the benefit, and be binding upon the parties, their heirs, permitted assigns, legal representatives, and other successors in interest, except as otherwise provided in this Lease.

26.2 Waiver. The failure of either party to require strict compliance with the provisions of this Lease shall not constitute a waiver of any rights or otherwise prevent either party from subsequently requiring strict compliance with any provisions hereof. No waiver of any provision of this Lease shall be effective unless it is in writing and signed by the waiving party.

26.3 Whole Agreement. This Lease constitutes the whole agreement between the parties, and may not be amended unless by a written agreement signed by both parties. No representation, condition, term or provision not contained in this Lease shall be binding upon either party. When appropriate, words of any gender shall mean and include the other genders, and singular shall mean and include the other plural, and vice versa. This Lease contains, merges, and integrates the entire agreement and understanding between the parties to this Lease, and there are no oral or written agreements, promises, or understandings between the parties other than those expressly stated in this Lease. Any and all prior contracts, negotiations, agreements, promises, statements, and understandings between the parties are considered superseded, withdrawn, and cancelled unless expressly stated otherwise in this Lease. In signing this Lease, the parties have not relied on, and have not been influenced by, any oral or written information, facts, statements, representations or anything else that has been said or supplied to them by or on behalf of a party that is not expressly stated in this Lease.

26.4 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

26.5 No Recording. Tenant shall not record this Lease or any memorandum of this Lease without Landlord's prior written consent, but if Landlord so requests, Tenant agrees to execute, have acknowledged and deliver a memorandum of this Lease in recordable form which Landlord thereafter may file for record.

26.6 Attorneys' Fees If any action at law or in equity shall be brought to recover any Rent under this Lease, on account of any breach, of, or to enforce or interpret any of the covenants, terms, or conditions of this Lease, or for the recovery of the possession of the Premises, or otherwise in connection with this Lease the prevailing party shall be entitled to recover from the other party as part of the prevailing party's cost, reasonable attorneys' fees, the amount of which shall be fixed by the court and shall be made a part of any judgment rendered.

26.7 Captions. The captions and headings used in this Lease are for the purpose of convenience only and shall not be construed to limit or extend the meaning of any part of this Lease.

26.8 Time. Time if of the essence for the performance of each term, condition and covenant of this Lease.

26.9 Survival. All covenants and indemnities set forth herein which contemplate the payment of sums, or the performance by Tenant after the expiration or termination of the Term or following an Event of Default, including all obligations to indemnify Landlord.

26.10 Unavoidable Delay. Landlord nor Tenant shall not be chargeable with, liable for, or responsible to the other for anything or in any amount for any Unavoidable Delay, and any Unavoidable Delay shall not be deemed a breach of or default in the performance of this Lease, it being specifically agreed that any time limit provision contained in this Lease, at Landlord's option, shall be extended for the same period of time lost by Unavoidable Delay; provided, however, in no event shall any Unavoidable Delay excuse or delay Tenant's obligation to timely pay Rent under this Lease.

26.11 Authority. If Tenant is a corporation, a limited liability company or a partnership (general or limited), each individual executing this Lease on behalf of the corporation, limited liability company or partnership, as the case may be, represents and warrants that: (i) he or she is duly authorized to execute and deliver this Lease on behalf of such entity in accordance with its corporate bylaws, appropriate limited liability company documentation, statement of partnership or certificate of limited partnership, as the case may be; (ii) this Lease is binding upon said entity in accordance with its terms; (iii) Tenant is a duly organized and legally existing corporation, limited liability company or partnership in good standing in the State; and (iv) the execution and delivery of the Lease shall not result in any breach of or constitute a default under any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement or other contract or instrument to which Tenant is a party or by which Tenant may be bound. If Tenant is a corporation, Tenant shall, if requested by Landlord, within thirty (30) days after execution of this Lease and prior to entering into possession of the Premises, deliver to Landlord a certified copy of a resolution of the board of directors of the corporation authorizing or ratifying the execution of this Lease. If Tenant is a limited liability company or partnership, Tenant shall, if requested by Landlord, within thirty (30) days after execution of this Lease and prior to entering into possession of the Premises, deliver to Landlord a certified copy of its limited liability company, partnership agreement authorizing such execution.

26.12 Guaranty. As a condition to the execution of this Lease by Landlord, the obligations, covenants and performance of the Tenant as provided in this Lease shall, if required by Landlord, be guarantied in writing by the Guarantor set forth in Section 1.24 on the form of guaranty set forth in Exhibit E.

26.13 Security Measures. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises, Common Area or the Center. Tenant assumes all responsibility for the protection of Tenant, its Agents and the property of Tenant and of Tenant's agents and invitees from acts of third parties. Nothing contained in this Section 26.13 shall prevent Landlord, at Landlord's sole option, from providing security protection for the Center or any part thereof, in which event the cost thereof shall be included within the definition of Common Area Costs and paid by Tenant in the manner set forth in Section 8.

26.14 Covenants and Conditions. All provisions of this Lease, whether covenants or conditions, on the part of Tenant shall be deemed to be both covenants and conditions.

26.15 Waiver of Trial by Jury. To the fullest extent permitted by law, Landlord and Tenant hereby waive the right to trial by jury in connection with any action suit or other proceeding arising out of or relating to this Lease. Any disputes, claims, or controversies arising from or in any way related to this Lease or other events, relationships, or dealings between the parties and any person to this Lease shall be decided in a non-jury proceeding before the Charleston County Small Claims Court or before the Charleston County Master-in-Equity. The parties waive their right to a jury trial and agree to have all such matters heard and decided in a non-jury proceeding. The parties further agree that any contested matters can be called to a trial on the merits within ninety (90) days from the filing of the case, and matters pertaining to injunctive relief or eviction for non-payment of Rent should be heard immediately.

26.16 Landlord's Property. Tenant shall look only to Landlord's estate and interest in the land and buildings comprising the Center for the satisfaction of Tenant's remedies for any alleged failure to perform any of Landlord's obligations under this Lease, whether express or implied herein or under the law. Neither Landlord nor Landlord's Agents shall have any personal liability under this Lease and no other property or assets of the Landlord or Landlord's Agents shall be subject to levy, execution, or the enforcement procedure for the satisfaction of any of Tenant's remedies or any judgment obtained by Tenant.

26.17 Landlord's Consent. Unless otherwise provided herein, whenever in this Lease Landlord's consent is required, such consent shall not be unreasonably withheld, conditioned or delayed.

26.18 No Partnership. Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of its business or otherwise or a joint venturer with Tenant.

26.19 Governing Law. This Lease shall be governed exclusively under the provisions hereof and by the laws of the State of South Carolina. Landlord and Tenant each hereby (a) submits to personal jurisdiction in the County of Charleston, State of South Carolina, the courts thereof and the United States District Courts sitting therein, for the enforcement of this Lease, (b) waives any and all personal rights under the law of any jurisdiction to object on any basis (including, without limitation, inconvenience of forum) to jurisdiction or venue within the County of Charleston, State of South Carolina for the purpose of litigation to enforce this Agreement, and (c) agrees that service of process may be made upon it in the manner prescribed in Section 22herein.

26.20 Exhibits. The Exhibits referenced at the end of Section 1 or elsewhere in this Lease and attached hereto are incorporated in and made a part of this Lease.

26.21 Absence of Option. The submission of this Lease for examination does not constitute a reservation of or option for the Premises and this Lease becomes effective only upon execution and delivery thereof by Landlord.

26.22 Property Manager. Landlord’s Property Manager shall be authorized to manage the Property and act on behalf of the Landlord in all matters pertaining to the Lease. In the event of a default by the Tenant, the Property Manager shall be entitled to file actions for eviction, collection of Rent, and other legal and equitable relief in its own name on behalf of the Landlord. The Landlord’s Property Manager is identified in Section 1 of the Lease (and revised Section 1.4 to list both the rent payment address and designate the property manager).Landlord’s Property Manager shall be authorized to manage the property and act on behalf of the Landlord in all matters pertaining to the Lease.

26.23 Further Assurances. Upon written request of a party, the other party shall promptly perform any acts, sign and deliver any documents, and provide any information that may be reasonably required to give full force and effect to the terms of this Lease. These assurances would include, without limitation, the Tenant providing the Landlord with proof of the Tenant’s financial ability to proceed, including funding sources; information regarding status of any upfit or other construction work; written documentation of the Tenant’s timetable for completing construction, equipping the interior and opening its business, and copies of the Tenant’s permits and licenses or applications therefore.

26.24 Tenant Financial Information. In connection with the negotiation of this Lease, Tenant has provided the following to Landlord: (i) Executive Summary of the business, (ii) Business/Personal Resume of principals, (iii) Tax Returns for past 2 years for the business (unless it is a start up business), (iv) Tax Returns for the past 2 years for the Guarantor(s), (v) Business Debt Schedule and (vi) Financial Statement(s) for the business and the Guarantor(s). Tenant acknowledges that all such information is true and correct in all material aspects and that Tenant’s business is amply funded and has sufficient working capital and equity to succeed. Tenant agrees that should there be a material change in any of the financial information submitted to Landlord that Tenant will immediately notify Landlord of such change. Tenant and Guarantor(s) shall deliver updated financial statements to Landlord on an annual basis or within ten (10) days of Landlord’s request.

IN WITNESS WHEREOF, the parties have caused these presents to be executed the day and year first above written.

WITNESS: LANDLORD: The Pastime Amusement Company,

A South Carolina Corporation

By:

Print Name:

Title:

TENANT: Chopsticks House

By:

Print Name:

Title:

1

EXHIBIT A-1

CENTER SITE PLAN

EXHIBIT A-2

LEGAL DESCRIPTION OF CENTER

86 Society Street

Charleston, SC 29401

EXHIBIT B

CONSTRUCTION RIDER

LANDLORD’S WORK

Premises to be delivered in “As Is” condition.

TENANT'S WORK

Plans and specifications for Tenant's Work must be submitted by Tenant to Landlord and shall be accordance with Section 14. All such Tenant's Work shall be subject to Landlord's approval and acceptance, which shall be a further condition to any reimbursement herein provided.

The cost of any and all work shall be the responsibility of and paid by the Tenant.

EXHIBIT C

SIGNAGE CRITERIA

1) Tenant shall comply with uniform signage criteria designated by Landlord from time to time. Detailed criteria for the uniform signage will be provided to Tenant prior to construction completion of the Premises or occupancy of Tenant.

2) It is the sole responsibility of Tenant, at its expense, to provide its premises with identification and under canopy signage prior to opening for business.

3) The construction and installation of all signage must conform to all applicable codes and ordinances having jurisdiction over the Center. There shall be no exposed wiring on the facia of the building.

4) Tenant shall, prior to fabrication and installation of proposed sign, submit shop drawings and color samples to the Landlord for approval.

5) The following criteria shall be followed in the fabrication and installation of all Tenant identification signs:

A) Tenant shall maintain all sign(s) neon tubes, sign accessories supports or associated material in good condition and repair. If Landlord determines that any sign presents a threat of injury to person or property, or causes obstruction to the use of the sidewalk, parking, roadway, or interferes with the operation of any municipal departments (fire, police, etc.), other Tenant's, or Landlord's activities, it shall be the responsibility (at Tenant's sole cost and expense) of Tenant or Tenant's agents to remove, install, or repair the same property, immediately upon notice from any such municipal departments, or from Landlord (or Landlord's representative).

B) If Landlord deems it necessary to remove any of Tenant's signs in order to paint, redecorate, or make repairs, alterations or improvements in or to the leased premises or any part of the building to which Tenant's sign(s) may be affixed, Landlord shall have the right to do so, provided the same be removed and replaced at Landlord's initial cost and expense, unless the necessity therefore shall have been occasioned through the acts of Tenant. Landlord shall have the right, without notice to Tenant, to remove any sign installed by Tenant in violation of this Exhibit or Lease Agreement and to charge Tenant the cost of such removal, storage and/or destruction, and/or repairs necessitated thereby, without liability to the Tenant for any damage caused by such removal. Tenant shall pay Landlord the cost immediately thereof upon presentation to Tenant by Landlord of a statement showing the costs so incurred by the Landlord. Tenant shall indemnify and hold Landlord harmless from any claims arising from such removal.

6) The following shall not be permitted:

A) Exposed neon, exposed lamps, moving character (animated), flashing actions, intermittent (blinking) illumination, scintillating, audible signs, panel, flat cut-out letters, or cabinet signs.

B) Identification tags, marking signs, designations, or other descriptive placements which identify the manufacturer or fabricate of the sign, whether such tags are on Tenant's sign(s) (unless located on the top of the sign letter "non-readable" from Center's common areas), on the building structure, or elsewhere on the Center.

This criteria may be modified, changed, or added to, from time to time by notice from Landlord or Landlord's authorized representative.

C) Free standing signs and portable signs.

D) Electric signs in storefront windows.

E) Sign boxes.

F) Paper signs and stickers.

G) Banners

NOTE: The above is the minimum specification for sign criteria. Specifications in excess of the criteria will be accepted upon written approval of the Landlord.

Tenant shall provide two completed sets of sign drawings to the Landlord for review by the Landlord before fabrication. Tenant's sign drawings must include the following:

1. Elevation view of storefront showing sign (drawn to accurate scale) with dimensions of height of letters and length of sign.

2. All color samples of the metal sign return.

3. A cross-section view of the sign letter and sign panel showing the dimensioned projection of the face of the letter from face of the sign panel.

THE LANDLORD SHALL NOT BE RESPONSIBLE FOR THE COST OF REFABRICATION OF SIGNS FABRICATED, ORDERED, OR CONSTRUCTED THAT DO NOT CONFORM TO THE SIGN CRITERIA.

EXHIBIT D

RULES AND REGULATIONS

1. The sidewalks, halls, passages, and/or stairways shall not be obstructed by any Tenant or used by any Tenant for any purposes other than for ingress and egress from and to their respective leased spaces. The halls, passages, entrances, elevators, stairways, and roof are not for the use of the general public, and Landlord shall in all cases retain the right to control and prevent access thereto to all persons whose presence, in the sole judgment of Landlord or its employees, shall be prejudicial to the safety, character, reputation and interests of the Building and interests of the Center, its Tenants and occupants.

2. The toilet rooms, water closets and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags, ashes, chemicals or refuse or other injurious substances shall be thrown therein. Any damage resulting from such misuse or abuse shall be borne and immediately paid by the party by whom or by whose employees it shall have been caused.

3. No sign, placard, picture, advertisement or notice shall be inscribed, painted or affixed on any part of the outside or inside of the Building unless first consented to in writing by Landlord. No neon signs are allowed unless specific written approval by Landlord is granted.

4. No additional locks shall be placed upon any doors of the Premises. Each Tenant must, upon the termination of its Lease, leave the windows and doors in the Premises in like condition as of the Commencement Date of the Lease, and must then surrender to Landlord all keys to the Premises.

5. Tenant shall not cause unnecessary labor by reason of carelessness and indifference to the preservation of good order and cleanliness in its Premises, surrounding area and the Center. In order that the Common Areas may be kept in a good state of preservation and cleanliness, Tenant may, during the continuance of its Lease, permit the janitor of Landlord to take charge of and clean the Common Areas. Any associated expense shall be borne and immediately paid by the party by whom or by whose employees it shall have been caused.

6. No Tenant shall employ any person or persons, other than the janitor of Landlord for the purpose of cleaning, or taking charge of the Common Areas, and it is understood and agreed that Landlord shall not be responsible to any Tenant for any damage not arising out of the gross negligence of Landlord done to the furniture or other effects of Tenant by the janitor or any of his employees, or any other person, or for any loss of property of any kind whatever from the Common Areas, however occurring. Tenant will see each day that the doors to the Premises are securely locked before leaving the Center or space.

7. Tenant, its employees, clerks, or servants, shall not make or commit any improper noises or disturbances of any kind in the Building, Premises, surrounding area, or in the elevators, or make or defile the water closets, or toilet rooms, or the walls, windows or doors of the Building, or interfere in any way with other Tenants or those having business with them.

8. No Tenant shall do or permit anything to be done in the Premises, or bring or keep anything therein, which will in any way increase the rate of fire insurance on the Center or on property kept therein, or obstruct or interfere with the rights of other Tenants, or in any other way injure or annoy them, or conflict with the laws relating to fires, or with the regulations of the Fire Department, or any insurance policy upon the Center or any part thereof, or conflict with any of the rules and ordinances of the Board of Health.

9. Each Tenant shall promptly, at its expense, execute and comply with all laws, rules, orders, ordinances and regulations of the City, County, State, or Federal Government, and of any department or bureau of any of them, and of any other governmental authority having jurisdiction over the Premises, affecting the Tenants' occupancy of the Premises or Tenants' business conducted thereon.

10. Nothing shall be thrown or allowed to be dropped by Tenant, its employees, clerks or servants out of the windows or doors, through the passages of the Building, or from any balcony in the Building. No Tenant shall sweep or throw, or permit to be swept or thrown from the Premises, any dirt or other substances into any of the corridors, passages, sidewalks, stairwells, halls, elevators or stairways of the Building.

11. No animals, birds, grills, bicycles or other vehicles shall be kept in or about the Premises or permitted therein.

12. If any Tenant desires to introduce signaling, telegraphic, satellite dishes, telephonic or other wires and instruments into the Premises, Landlord shall direct the electricians as to where and how the same are to be placed, and without such directions no placing, boring or cutting for wires will be permitted. Landlord shall in all cases retain the right to require the placing and using of electrical protecting devices to prevent transmission of excessive currents of electricity into or through the Building and to require the changing of wires and of their placing arrangement as Landlord may deem necessary, and further to require compliance on the part of all using or seeking access to such wires and such rules as Landlord may establish relating thereto; and in event of noncompliance with such requirements and rules; Landlord shall have the right to immediately cut and prevent the use of such wires.

13. If applicable, a directory in a conspicuous place on the first floor of the Building may be provided by Landlord, on which the names of the Tenants in the Building will be placed by Landlord at its discretion.

14. Tenants shall not use or keep in Building any explosives, kerosene, gasoline, benzine, eamphene, burning fluid or other flammable material, or any hazardous or toxic substance or material, other than minor quantities thereof for cleaning purposes only, as permitted by or exempt from applicable governmental regulations.

15. No Tenants or employees of any Tenant shall go upon the roof of the Building without the written consent of Landlord.

16. No mechanics shall be allowed in or about the Building other than those employed by the Landlord or Its Agents without the written consent of Landlord first having been obtained, which consent shall not be unreasonably withheld or delayed; provided, however, Tenant may permit technicians, servicemen and repairmen to enter the Premises for the purpose of maintaining, servicing or repairing office machines, equipment and computer systems used by Tenant.

17. Subject to the terms of the Lease and other reasonable limitations, Tenants may have access to the halls, corridors, elevators and stairways in the building and to the Premises at any time or times. Access to the Building may be refused unless the person seeking admission is known to the watchman in charge, or has a pass or is properly identified. Landlord shall in no case be liable for damages for the reasonable admission or exclusion of any person from the Building. In the case of invasion, mob riot, public excitement, or other commotion, Landlord reserves the right to prevent entrance to the Building during continuance of the same by closing the doors or otherwise for the safety of the tenants and protection of property in the Building.

18. Landlord in all cases shall prescribe the method and manner in which any merchandise, heavy furniture, large packages or safes shall be brought in or taken out of the Building and also the hours at which such moving shall be done. Landlord shall in all cases have the right to prescribe the weight and proper position of such heavy furniture and safes; and all damage done to the Building by taking out of such merchandise, heavy furniture, large packages or safes or any damage done to the Building while said property shall be positioned shall be made good and paid for by Tenant by, through or under whom the said damage may have done. All furniture, equipment or fixtures shall be provided with supports, glides or castors approved by the Management of the Building.

19. Tenant and its employees or agents shall refrain from parking in parking spaces directly in front of the Premises and other retail shops unless Landlord authorizes in writing for Tenant to do so.

20. If Tenant’s business use creates “wet trash” (trash from food, beverages, and other materials utilized in a restaurant or food services operation). Tenant shall bag such trash in bags designated by Landlord and/or any appropriate authority. In the event of noncompliance with such requirement, Landlord may pursue all avenues available through the Lease, including but not limited to monetary reimbursement for cleaning up such trash in the proper manner.

EXHIBIT E-1

GUARANTY

Xue Jin Yang ("Guarantor") whose address is 35 Colts Gait Road, Marlton, NJ 08053, as a material inducement to and in consideration of The Pastime Amusement Company ("Landlord") entering into a written lease (the "Lease") with Chopsticks House ("Tenant"), dated the same date as this guaranty, pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, premises located at 86 Society Street, Charleston, SC 29401, unconditionally guarantees and promises to and for the benefit of Landlord, for the period of twelve (12) calendar months from the date that Tenant opens for business, that Tenant shall pay all obligations and perform the provisions of the Lease that Tenant is to perform, including but not limited to payment of rent and other sums payable thereunder. Xue Jin Yang shall have no obligation as Guarantor after the expiration of the aforesaid period.

If Guarantor is more than one person, Guarantor's obligations are joint and several. Guarantor's obligations are independent of Tenant's obligations. A separate action may be brought or prosecuted against any Guarantor whether the action is brought or prosecuted against any other Guarantor or Tenant, or all, or whether any other Guarantor or Tenant, or all, are joined in the action. This guaranty is a guaranty of payment and not of collection.

Guarantor waives the benefit of any statute of limitations affecting Guarantor's liability under this guaranty.

The provisions of the Lease may be changed by written agreement between Landlord and Tenant at any time without the consent or written notice to Guarantor. This guaranty shall guarantee the performance of the Lease as changed from time to time. Assignment of the Lease (as permitted by the Lease) shall not affect this guaranty.

This guaranty shall not be affected by Landlord's failure or delay to enforce any of its rights.

If Tenant defaults under the Lease, Landlord may proceed immediately against Guarantor or Tenant, or both, or Landlord can enforce against Guarantor or Tenant, or both, by rights that it has under the Lease, or pursuant to applicable laws. If the Lease terminates and Landlord has any rights it can enforce against Tenant after termination, Landlord can enforce those rights against Guarantor without giving previous notice to Tenant or Guarantor, or without making any demand on either of them.

Guarantor waives the right to require Landlord to (1) proceed against Tenant; (2) proceed against or exhaust any security that Landlord holds from Tenant; or (3) pursue any other remedy in Landlord's power. Guarantor waives any defense by reason of any disability of Tenant, and waives any other defense based on the termination of Tenant's liability from any cause. Until all Tenant's obligations to Landlord have been discharged in full, Guarantor has no right of subrogation against Tenant. Guarantor waives its right to enforce any remedies that Landlord now has, or later may have, against Tenant. Guarantor waives any right to participate in any security now or later held by Landlord. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this guaranty, and waives all notices of the existence, creation, or incurring of new or additional obligations.

If Landlord disposes of its interest in the Lease, "Landlord", as used in this guaranty, shall mean Landlord's successors.

If Landlord is required to enforce Guarantor's obligations by legal proceedings, Guarantor shall pay to Landlord all costs incurred, including, without limitation, reasonable attorney's fees.

Guarantor's obligations under this guaranty shall be binding on Guarantor's successors.

WITNESS: GUARANTOR:

___________________________________ __________________________________________________

EXHIBIT E-2

GUARANTY

Chun Rong Zheng ("Guarantor") whose address is 157 Sea Cotton Circle, Charleston, SC 29412, as a material inducement to and in consideration of The Pastime Amusement Company ("Landlord") entering into a written lease (the "Lease") with Chopsticks House ("Tenant"), dated the same date as this guaranty, pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, premises located at 86 Society Street, Charleston, SC 29401, unconditionally guarantees and promises to and for the benefit of Landlord that Tenant shall pay all obligations and perform the provisions of the Lease that Tenant is to perform, including but not limited to payment of rent and other sums payable thereunder.

If Guarantor is more than one person, Guarantor's obligations are joint and several. Guarantor's obligations are independent of Tenant's obligations. A separate action may be brought or prosecuted against any Guarantor whether the action is brought or prosecuted against any other Guarantor or Tenant, or all, or whether any other Guarantor or Tenant, or all, are joined in the action. This guaranty is a guaranty of payment and not of collection.

Guarantor waives the benefit of any statute of limitations affecting Guarantor's liability under this guaranty.

The provisions of the Lease may be changed by written agreement between Landlord and Tenant at any time without the consent or written notice to Guarantor. This guaranty shall guarantee the performance of the Lease as changed from time to time. Assignment of the Lease (as permitted by the Lease) shall not affect this guaranty.

This guaranty shall not be affected by Landlord's failure or delay to enforce any of its rights.

If Tenant defaults under the Lease, Landlord may proceed immediately against Guarantor or Tenant, or both, or Landlord can enforce against Guarantor or Tenant, or both, by rights that it has under the Lease, or pursuant to applicable laws. If the Lease terminates and Landlord has any rights it can enforce against Tenant after termination, Landlord can enforce those rights against Guarantor without giving previous notice to Tenant or Guarantor, or without making any demand on either of them.

Guarantor waives the right to require Landlord to (1) proceed against Tenant; (2) proceed against or exhaust any security that Landlord holds from Tenant; or (3) pursue any other remedy in Landlord's power. Guarantor waives any defense by reason of any disability of Tenant, and waives any other defense based on the termination of Tenant's liability from any cause. Until all Tenant's obligations to Landlord have been discharged in full, Guarantor has no right of subrogation against Tenant. Guarantor waives its right to enforce any remedies that Landlord now has, or later may have, against Tenant. Guarantor waives any right to participate in any security now or later held by Landlord. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this guaranty, and waives all notices of the existence, creation, or incurring of new or additional obligations.

If Landlord disposes of its interest in the Lease, "Landlord", as used in this guaranty, shall mean Landlord's successors.

If Landlord is required to enforce Guarantor's obligations by legal proceedings, Guarantor shall pay to Landlord all costs incurred, including, without limitation, reasonable attorney's fees.

Guarantor's obligations under this guaranty shall be binding on Guarantor's successors.

WITNESS: GUARANTOR:

___________________________________ __________________________________________________

TABLE OF CONTENTS

1. BASIC LEASE PROVISIONS

2. DEFINITIONS

2.1 Definitions

2.2 Other Definitions

3. PREMISES

4. TERM AND DELIVERY OF PREMISES

5. EARLY ACCESS

6. OPERATION OF TENANT'S BUSINESS

6.1 Use

6.2 Tenant's Business Operations

6.3 Hours of Operation

6.4 Landlord's Damages

6.5 Prohibited Acts

6.6 Rules and Regulations

6.7 Signage

7. MINIMUM RENT AND RENT PAYMENT

7.1 Minimum Rent

7.2 Payment of Rent

7.3 Late Payment Charge

8. ADDITIONAL RENT

8.1 Tenant's Obligation

8.2 Payment and Adjustment

8.3 Definition of Tenant's Share

8.4 Definition of Real Estate Taxes

8.5 Definition of Common Area Costs

8.6 Personal Property Taxes

9. UTILITIES

10. TENANT'S MAINTENANCE AND REPAIR OF PREMISES

10.1 Landlord's Maintenance and Repair Obligations

10.2 Tenant's Maintenance and Repair Obligations

10.3 Waiver

11. COMMON AREA AND PARKING

11.1 Grant of Nonexclusive License and Right

11.2 Control of Common Area

11.3 Parking

12. SUBORDINATION AND ESTOPPEL CERTIFICATES

12.1 Subordination

12.2 Estoppel Certificates

13. SECURITY DEPOSIT

14. ALTERATIONS, CHANGES, AND ADDITIONS

14.1 Consent Required

14.2 Permitted Alterations

14.3 Requirements

14.4 Mechanics' Liens

14.5 Compliance with Laws

15. ENTRY BY LANDLORD

16. ASSIGNMENT AND SUBLETTING

16.1 Prohibition

16.2 Landlord's Consent

16.3 Landlord's Actions

16.4 Bonus Value

16.5 Certain Transfers

16.6 Landlord's Fee and Expenses

16.7 Transfer of the Premises by Landlord

17. DEFAULT AND REMEDIES

17.1 Tenant's Default

17.2 Landlord's Remedies

17.3 No Surrender

17.4 Landlord's Default

17.5 Mortgagee Protection

17.6 Landlord's Right to Perform

17.7 Interest on Late Payments

18. INDEMNITY AND INSURANCE

18.1 Indemnification

18.2 Tenant's Insurance

18.3 Deductibles

18.4 Increased Coverage

18.5 Sufficiency of Coverage

18.6 Insurance Requirements

18.7 Waiver of Subrogation

18.8 Loss or Damage to Tenant's Property

19. DAMAGE AND DESTRUCTION BY FIRE OR OTHER CASUALTY

19.1 Landlord's Obligation to Rebuild

19.2 Landlord's Right to Terminate

19.3 Waiver of Statutes

20. CONDEMNATION

20.1 Effect of Taking

20.2 No Apportionment of Award

20.3 Waiver of Statutes

21. QUIET ENJOYMENT

22. NOTICES

23. SURRENDER OF PREMISES; HOLDING OVER

23.1 Surrender of Premises

23.2 Holding Over

24. RELOCATION

25. REAL ESTATE INVESTMENT TRUSTS

25.1 Management of Center

25.2 Amendment to Section 7.1.

25.3 Amendment to Other Sections.

25.4 REIT Tax Provisions

26. MISCELLANEOUS PROVISIONS

26.1 Rights of Successors and Assigns

26.2 Waiver

26.3 Whole Agreement

26.4 Counterparts

26.5 No Recording

26.6 Attorneys' Fees

26.7 Landlord's Security Interest

26.8 Captions

26.9 Time

26.10 Survival

26.11 Unavoidable Delay

26.12 Authority

26.13 Guaranty

26.14 Security Measures

26.15 Covenants and Conditions

26.16 Waiver of Counterclaim

26.17 Landlord's Property

26.18 Landlord's Consent

26.19 No Partnership

26.20 Governing Law

26.21 Exhibits

26.22 Absence of Option

NPCHAR1:428563.3-LE-(MJV) 016019-00312

Retail Lease