Form addresses:

• Purchase and sale of Supermarket Parcel; Supermarket Premises and use.

• Adjustments to building size and location.

• Area of Supermarket Parcel; area adjustment.

• Parcelization.

• Parcel purchase price.

• Purchase escrow.

• Closing.

• Financial adjustments for extended closing.

• Escrow fees and closing costs.

• Elevations and Building Plans.

• Developer to construct on- and off-site improvements.

• Tenant Payment for Site Costs applicable to the Supermarket Parcel (alternative paragraphs with formulas based upon parcel size, per-square-foot fixed cost, or absolute fixed amount).

• Specific items included within "Site Work" or "Site Costs".

• Impact fees, permits.

• Site architectural and engineering costs.

• Financing expense.

• Tenant's construction of building.

• Specific items included within the cost of the building.

• Contingencies to be contained within final Purchase Agreement. Separate paragraphs cover feasibility, title, soils, hazardous materials investigation, Tenant's real estate committee approval, document execution, final site plan approval, parcel map recording and all final entitlements and operating permits.

• Co-tenancy: tenant oriented.

• Cancellation right if Site Costs or Building Costs are excessive.

• Tenant oriented: Cap on governmental fees and permits costs.

• Developer Financing Contingency.

• Major tenant signage (with sample exhibit).

• Developer oriented: Tenant covenant to open and operate continuously for three years.

• Developer oriented: Developer's preferred right to purchase or lease.

• Tenant oriented: Developer obligation to build shops concurrent with tenant's construction of its building.

• Example of "exclusive" required of anchor supermarket.

• Major tenant oriented use restrictions.

• Common area maintenance (various formulas).

• Insurance, utilities and real estate taxes and assessments.

• Landlord oriented optional "Landlord Limited Exclusive Right": For a fixed period following execution of this letter tenant promises to (i) make a good faith effort to obtain real estate committee approval for the proposed transaction and (ii) not negotiate with other land owners within an agreed radius of the site.

• Tenant oriented optional "Tenant's Limited Exclusive Right": For a fixed period following execution of this letter while tenant is making a good faith effort to obtain real estate committee approval for the proposed transaction developer will not offer the Supermarket Parcel for sale or lease and/or will not accept any offer to sell or lease the Supermarket Parcel to any other supermarket chain.

• Exhibit displaying pylon or monument signage showing anchor tenant signage.

• expected increase (or decrease) in Site Costs.

• Mutual lease cancellation right if Site Costs exceed an Agreed Maximum.

• Increases to annual rent based upon Increases in Consumer Price Index.

• Percentage Rent.

• Rent Commencement: various landlord or tenant oriented alternatives.

• Preliminary Rent: Pre Building Transfer Rent, Rent if Landlord Fails to Purchase Building from Tenant, Post Building Transfer Rent.

• Building repair and maintenance.

• Real estate taxes and assessments.

• Common area maintenance.

• Insurance.

• Utilities.

• Signs.

• Assignment and subletting.

• Developer oriented: Obligation of tenant to open fully stocked with short-term operating covenant.

• Developer oriented "go dark" termination/re-purchase right.

• Major tenant oriented co-tenancy clause.

• Major tenant oriented optional "Concurrent Shops Construction" clause

• Example: Food and Drug Restrictions.

• Major tenant oriented "Use Restrictions".

• Commissions.

• Conditions which must be approved by tenant's real estate committee (final site plan, access, investigations and documentation).

• Financing contingency (developer oriented).

• Non-binding letter.

• Landlord oriented optional "Landlord Limited Exclusive Right": For a fixed period following execution of this letter tenant promises to (i) make a good faith effort to obtain real estate committee approval for the proposed transaction and (ii) not negotiate with other land owners within an agreed radius of the site.

• Exhibit: Sample "Building Specifications" used to describe the construction items to be included in the cost of tenant's building.

• Exhibit to provide for major shopping center pylon or monument signs.