Form addresses:

• Tenant.

• Lease term (and options).

• The tenant's parcel and leased premises.

• Area of major tenant's parcel and adjustments thereto.

• Parcelization (recommended but optional).

• Landlord's construction of on- and off-site work.

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

• Tenant's construction of Building.

• Specific items included within the cost of the building (building design/construction, building studies, permits, financing expense and any other direct costs for the building. Note: in this form governmental impact fees or assessments are not included in the Building Cost but are included in Site Costs.)

• Specific items not included within the "Building Cost" (shopping center grading plan, center processing fees such as for site plan review and on- and off-site costs).

• Landlord's purchase of completed building.

• Annual rent (after Building Transfer Date) as the sum of Building Cost Rent, Site Costs Rent and Land Rent.

• Increase (or decrease) in Building Rent based upon unexpected increase (or decrease) in Building Cost.

• Increase (or decrease) in Site Costs Rent based upon unexpected 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.