Discussion: Chapter 8: The Property System

RETAIL LEASE

This Retail Lease (this "Lease"), dated as of September 3, 2019 (the "Effective

Date"), is made by and between Ohlone Landlord Properties, a California corporation

("Landlord"), and Fashion Forward Ohlone LLC, a California limited liability company

("Tenant"). Landlord and Tenant are also sometimes referred to herein, collectively, as the

"Parties," or individually as a "Party."

1. Demise.

1.1 Demise. In consideration of the payment of the Rent reserved, the mutual covenants, and each and every act to be performed by Landlord and Tenant under this Lease,

Landlord hereby lets and demises to Tenant and Tenant hereby leases from Landlord for the

Term (as defined below) and upon the terms and conditions set forth in this Lease the

premises known as suite 888 (the "Premises"), which Premises are within the Ohlone

Shopping Center located at 888 Ohlone Boulevard, Fremont, County of USA, California

(the "Shopping Center"). The Shopping Center is more particularly described in Exhibit A.

The approximate size and location of the Premises are shown in cross-hatching on the site

plan attached hereto as Exhibit B. The parties acknowledge and agree that such Exhibit is

intended only to show the approximate location of the Premises in the Shopping Center, and

not to constitute an agreement, representation, or warranty as to the construction or precise

area of the Premises or as to the specific location or elements of the Common Areas or

access ways of or to the Premises or the Shopping Center. As used in this Lease, the term

"Common Areas" shall mean all improved and unimproved areas within the boundaries of

the Shopping Center (including any off-site employee or overflow parking areas and any

additional land acquired by Landlord) which are made available from time to time for the

general use, convenience, and benefit of Landlord, tenants, and other persons entitled to

occupy any portion of the Shopping Center and/or their customers, patrons, employees and

invitees.

1.2 Floor Area. As used in this Lease, the "Floor Area" means all areas designated by Landlord for the exclusive use of a tenant, as measured from the exterior surface of

exterior walls and from the center of interior demising walls, and includes restrooms,

mezzanines, warehouse or storage areas, clerical or office areas and employee areas and

break rooms. Landlord and Tenant agree for all purposes under this Lease that the Floor

Area of the Premises is deemed to be 1,000 square feet, and the total Floor Area of the

Shopping Center is deemed to be 10,000 square feet. Landlord shall have the right, from

time to time after any change in the areas of the Shopping Center designated for the

exclusive use of a tenant, to re-measure the total floor area of the Shopping Center by using

the same method of calculating floor area that is used for the Premises.

1.3 Tenant's Share. The "Tenant's Share" shall equal Ten percent (10%) which fraction equals the Floor Area of the Premises divided by the total Floor Area of the

Shopping Center. Notwithstanding anything to the contrary herein, if at any time during the

Term the total Floor Area of the Shopping Center is re-measured by Landlord pursuant to

Section 1.2 above, Tenant's Share shall be recalculated to equal the Floor Area of the

Premises divided by the re-measured total floor area of the Shopping Center.

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1.4 Quiet Enjoyment. In lieu of any implied covenant of quiet possession or quiet enjoyment, upon payment by Tenant of all Rent and other charges and performance of all the

covenants, conditions and provisions on Tenant's part to be observed and performed under

this Lease, Tenant shall have quiet enjoyment of the Premises for the Term as against all

persons or entities claiming by, through or under Landlord, subject to all terms of this Lease

and the Permitted Exceptions.

2. Term.

2.1 Lease Term. The term of this Lease ("Term") shall be the approximately Two (2) year and Six (6) month period that commences on the Commencement Date and expires

on the Expiration Date.

2.2 Commencement Date. The "Commencement Date" shall be the date on which Landlord notifies Tenant that the Premises are in Deliverable Condition. "Deliverable

Condition" means that: (a) the Premises are in a broom-clean condition, free and clear of all

prior leases, tenants and/or occupants and free and clear of all fixtures and other property,

including exterior signs, of all prior tenants and/or occupants; (b) if applicable, Landlord has

obtained all necessary consents required under any Permitted Exception; and (c) if

applicable, Landlord has substantially completed Landlord's Work as described in Exhibit C.

2.3 Rent Commencement Date. The "Rent Commencement Date" shall be the earlier to occur of: (a) the date that is Thirty (30) days after the Commencement Date; and

(b) the date Tenant opens for business in any portion of the Premises.

2.4 Lease Year. As used in this Lease, "Lease Year" shall mean: (a) initially, the period that commences on the Commencement Date and that ends on the January 31st next

following the first anniversary of the Rent Commencement Date; and (b) thereafter, each

Lease Year shall be a period of twelve calendar months that commences on February 1st and

that ends on the next following January 31st.

2.5 Expiration Date. The "Expiration Date" shall be the January 31st next following the 2nd anniversary of the Rent Commencement Date. Landlord and Tenant shall

each execute a memorandum, in form and substance reasonably acceptable to both Parties,

confirming the Commencement Date, Rent Commencement Date and the Expiration Date

once the same are known.

3. Rent. Tenant hereby agrees to pay Fixed Rent, Percentage Rent, and Additional Rent (as such terms are defined below and collectively referred to herein as "Rent") for the right of

use and occupancy of the Premises during the Term. All Rent payments to be made by Tenant to

Landlord shall be made payable to Landlord and sent to Landlord at the place to which notices to

Landlord are required to be sent, unless Landlord shall direct otherwise by notice to Tenant.

3.1 Fixed Rent.

Fixed Rent. "Fixed Rent" for the Term shall be determined in accordance with the following

chart:

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Period/Lease

Year

Fixed Rent per sf Annual Rent Monthly

Installments

Lease Year 0 to

Lease Year 1

$2.50 $30,000.00 $2,500.00

Lease Year 1 to

Lease Year 2

$2.50 $30,000.00 $2,500.00

Lease Year 2 to

Lease Year 3

$2.50 $30,000.00 $2,500.00

All Fixed Rent shall be payable in monthly installments in advance, on the first (1st) day of each

calendar month included within the term of this Lease. All rent and other payments to be made

by Tenant to Landlord shall be made payable to Landlord at the place to which notices to

Landlord are required to be sent, unless Landlord shall direct otherwise by notice to Tenant. Rent

for any fraction of a month at the commencement or expiration of the term, or in which the rate

thereof changes pursuant hereto, shall be prorated on a per diem basis.

3.2 Percentage Rent.

(a) Commencing on the Rent Commencement Date and thereafter for each Lease Year throughout the Term, Tenant shall pay Percentage Rent to Landlord equal

to Two and Fifty Hundredths percent (2.5%) of Tenant's Gross Sales for each Lease

Year in excess of Thirty Thousand and No/100 Dollars ($30,000.00) (the

"Breakpoint").

(b) "Gross Sales" means the actual sales or rental price of all goods, wares, and merchandise sold, leased, licensed, or delivered, and the actual charges for all

services performed by Tenant or by any subtenant, licensee, or concessionaire in, at

from, or arising out of the use of the Premises, wholesale and retail, whether cash,

credit, exchange, or otherwise, without reserve or deduction for inability or failure to

collect. Gross Sales will include without limitation, sales, rentals, and services: (i)

when the order for them originate in, at, from, or arising out of the use of the Premises,

whether delivery or performance is made from the Premises or from some other place;

(ii) made or performed by mail, telephone, telegraph, electronic mail, text, video,

Internet or future technological means; (iii) made or performed by mechanical or other

vending devices in the Premises; or (iv) that Tenant or any subtenant, licensee,

concessionaire, or other person in the normal and customary course of its business

would credit or attribute to its operations in any part of the Premises. Any deposit that

is not refunded will be included in Gross Sales. Each installment sale or credit sale

will be treated as a sale for the full price in the month during which the sale is made,

regardless of whether or when Tenant receives payment for it. Gross Sales will not be

reduced by any franchise, occupancy, capital stock, income, or similar tax based on

income or profits. Gross Sales does not include tips or gratuities.

(c) By the 5th day after the end of each month during the Term, Tenant shall provide Landlord a statement showing the Gross Sales for such month and shall

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pay to Landlord the amount due as Percentage Rent for such month. Within 30 days

after the end of each Lease Year during the Term, Tenant shall provide Landlord a

statement showing the Gross Sales for such Lease Year. If such statement shows an

amount owing by Tenant that is less than the Percentage Rent paid by Tenant for the

Lease Year, the excess will be held by Landlord and credited against the next payment

of Percentage Rent; however, if the Term has ended and Tenant was not in default at

its end, Landlord will refund the excess to Tenant. If such statement shows an amount

owing by Tenant that is more than the Percentage Rent previously paid by Tenant for

such Lease Year, Tenant will pay the deficiency to Landlord within 7 days after the

delivery of such statement. Each statement of Gross Sales furnished by Tenant will be

certified as correct by the individual primarily responsible for maintaining the books

and records of Tenant and authorized by Tenant so to certify (and will show the

computations of Gross Sales for Tenant and each of its subtenants, licensees, and

concessionaries separately).

(d) Tenant agrees to keep records of Gross Sales for at least three years after the expiration of the respective Lease Year (including after the end of the Term);

such records will be kept in accordance with generally accepted principles of retail

store accounting. Landlord and/or its agents may at reasonable times, and upon 7 days'

prior notice to Tenant, inspect and audit such records at the Premises or such other

location as Tenant may maintain such records in the Fremont metropolitan area within

7 months after the period in question. If an audit or examination by Landlord, or its

representative, discloses that Tenant has failed to report all Gross Sales accurately, and

that the total amount of the underreported Gross Sales exceeds Three percent (3%) of

the Gross Sales previously reported by Tenant for any period examined, or the total

amount of the underreported Gross Sales results in Tenant owing additional

Percentage Rent in excess of Five Thousand and No/100 Dollars $5,000.00, Tenant

will reimburse Landlord for all reasonable expenses incurred by Landlord in

performing the examination, in addition to all additional Percentage Rent found to be

owed by Tenant under this Section.

(e) Notwithstanding the payment of Percentage Rent, it is expressly agreed that Landlord is not to be construed a partner of Tenant in the conduct of Tenant's

business. The relationship between the Parties to this Lease is and shall at all times

remain that of landlord and tenant.

3.3 Tax Payments.

(a) Commencing on the Rent Commencement Date, and thereafter during each Lease Year throughout the Term, Tenant shall pay to Landlord Tenant's Share of

the Real Estate Taxes assessed against the Shopping Center. As used herein, the term

"Real Estate Taxes" shall mean all taxes and assessments, whether general or special,

ordinary or extraordinary, foreseen or unforeseen, of any kind or nature whatsoever,

including without limitation, municipal, school, county, open space taxes and business

improvement and special improvement district assessments, levied, assessed or

imposed at any time by any Authority upon or against the Shopping Center and/or any

part thereof, and any rights or interests appurtenant thereto (hereinafter collectively

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referred to as the "Taxable Property"). Should any alteration or improvement

performed by or for Tenant cause an increase in Real Estate Taxes, Tenant shall pay to

Landlord the full cost of all Real Property Taxes resulting from such increase in

assessment. Any amount paid separately under this Lease by Tenant to Landlord shall

be in addition to any amounts paid by Tenant pursuant to Section 3.3(b). If, due to a

future change in the method of taxation or in a taxing authority, a franchise, license,

income, transit, profit or other tax, fee or governmental imposition, however

designated, shall be levied, assessed or imposed against Landlord, the Taxable

Property or the rent or profit therefrom in lieu of, in addition to or as a substitute for

all or any part of the Real Estate Taxes, then such franchise, license, income, transit,

profit, or other tax, fee or governmental imposition shall be deemed to be included

within the definition of Real Estate Taxes for purposes hereof. Real Estate Taxes shall

be determined without reference to any abatement or exemption from or credit against

Real Estate Taxes applicable to all or part of the Taxable Property. As used herein, the

term "Authority" shall mean any political subdivision, public corporation, district or

other political or public entity or public authority.

(b) Tenant shall make payments with respect to Real Estate Taxes monthly in advance at the same time as the payment of the Fixed Rent. The monthly Real

Estate Taxes payment shall be in an amount reasonably estimated by Landlord. The

initial monthly Real Estate Taxes payment shall be One Thousand Five Hundred and

No/100 Dollars ($1,500.00) and Tenant shall be given written notice of any change to

this estimated payment amount. When the actual amount of the Real Estate Taxes for

the Shopping Center for each Lease Year is known, the amount of such equal monthly

advance payments shall be adjusted as required to provide the funds needed to pay the

applicable Real Estate Taxes for that Lease Year. Tenant shall pay any additional

monies due within Fourteen (14) days after landlord notifies Tenant of a deficiency.

3.4 Operating Expense Payments.

(a) Commencing on the Rent Commencement Date, and thereafter during each Lease Year throughout the Term, Tenant shall pay to Landlord Tenant's Share of

the Operating Expenses incurred in the operation of the Shopping Center for each

Lease Year. "Operating Expenses" means all costs and expenses necessary to own,

operate and maintain the Shopping Center and all Common Areas, including, but not

limited to, utilities (including, without limitation, electric, gas, water, and sewer),

insurance (including, without limitation, Landlord's insurance costs for fire and

casualty, loss of rents, and liability insurance of the Shopping Center), costs otherwise

payable by Landlord pursuant to any Permitted Exceptions, repairs, replacement costs

(due to ordinary or extraordinary wear and tear or catastrophe), trash and snow/ice

removal (including removal from parking areas, abutting roadways and walkways),

landscaping and lawn maintenance, painting, sign installation and maintenance, repair

and replacement of utility systems, depreciation of machinery and equipment used in

such repair and replacement, cost of all personnel to implement such services.

Operating Expenses do not include maintenance of structural elements including

foundations, walls, roof, and roof coverings of buildings in the Shopping Center,

which shall be maintained at Landlord's expense. The foregoing list of items is

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provided for illustrative purposes only and shall not be deemed a full, complete or

exhaustive list of all possible Operating Expenses.

(b) Tenant shall make payments with respect to Operating Expenses monthly in advance at the same time as the payment of the Fixed Rent. The monthly

Operating Expenses payment shall be in an amount reasonably estimated by Landlord.

The initial monthly Operating Expenses payment shall be One Thousand Five

Hundred and No/100 Dollars ($1,500.00) and Tenant shall be given written notice of

any change to this estimated payment amount. When the actual amount of the

Operating Expenses for the Shopping Center for a Lease Year is known, the amount of

such equal monthly advance payments shall be adjusted as required to provide the

funds needed to pay the applicable Operating Expenses for that Lease Year. Tenant

shall pay any additional monies due within Fourteen (14) days after Landlord notifies

Tenant of a deficiency.

3.5 Utilities. Tenant shall directly contract for the provision of, and shall pay (before delinquency) for, all water, gas, heat, light, power, telephone, telecommunications,

and other utilities and services supplied to the Premises, together with any taxes thereon and

hook-up or connection fees associated therewith. Without limiting the foregoing, all

telecommunications services (voice, video and data) desired by Tenant shall be obtained at

Tenant's sole cost and risk from providers authorized by Landlord and the appropriate

governmental Authorities to provide such services to the Premises. If any utility services are

not separately metered to Tenant, Tenant shall pay a reasonable proportion to be determined

by Landlord, of all charges jointly metered.

3.6 Additional Rent. "Additional Rent" shall mean and be deemed to include all sums other than Fixed Rent or Percentage Rent payable by Tenant to Landlord under this

Lease, including, without limitation, payments with respect to Real Estate Taxes, payments

with respect to Operating Expenses, late fees, overtime or excess service charges, damages,

and interest and other costs related to Tenant's failure to perform any of its obligations under

this Lease.

3.7 Late Fee. If Tenant fails to pay when due any installment of Rent, Tenant covenants and agrees to pay to Landlord a late payment fee in an amount equal to the greater

of $200 or 5% of such installment; provided that no such late payment shall be due if

payment of such installment of Rent is made by Tenant within 5 days after such payment is

due. In addition, all Rent and other payments due hereunder, upon becoming due under this

Lease and remaining unpaid when due, shall bear interest until paid at the rate of 5% per

annum. Tenant 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 would be

extremely difficult to ascertain. The parties agree that the above late payment fee and

interest represent a fair and reasonable estimate of the costs that Landlord will incur by

reason of late payments of Rent by Tenant. Acceptance of any late payment fee or interest

shall not constitute a waiver of Tenant's default with respect to the overdue amount, or

prevent Landlord from exercising any of the other rights and remedies available to Landlord.

4. Condition of the Premises.

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4.1 No Representations. Tenant acknowledges that: (a) neither Landlord nor Landlord's agents or employees have made any representations or warranties as to the

suitability or fitness of the Premises for the conduct of Tenant's business or for any other

purpose; (b) except as expressly provided herein, neither Landlord nor its agents or

employees have agreed to undertake any alterations or construct any improvements to the

Premises; (c) Tenant has been advised to satisfy itself regarding the condition of the

Premises including without limitation the heating, ventilation and air conditioning

("HVAC") systems, electrical and fire sprinkler systems and any structural or environmental

matters and the present and future suitability of the Premises for Tenant's intended use; and

(d) Tenant has been advised to satisfy itself regarding the Premises' compliance with the

Americans with Disabilities Act and all other applicable requirements, including all

municipal, county, state and federal laws, ordinances, rules and regulations, orders, permits

and zoning, the requirements of any applicable fire insurance underwriter or rating bureau

and any covenants, restrictions or other matters of record relating to the Tenant, the

Premises or the use thereof (collectively, "Laws"). Tenant further acknowledges, by taking

possession of the Premises, that as of the Commencement Date: (a) Tenant has been given

access to the Premises and has made such investigation as it deems necessary with reference

to the matters set forth in this Section, is satisfied with reference thereto, and assumes all

responsibility therefor as the same relate to Tenant's occupancy of the Premises and/or the

terms of this Lease; and (b) neither Landlord nor any of its agents or employees has made

any oral or written representations or warranties regarding said matters or the condition of

the Premises other than as expressly set forth in this Lease.

4.2 Tenant's Work. Tenant shall accept the Premises in Deliverable Condition. All finish work, including installation of trade fixtures and furnishings, required from time

to time to make the Premises suitable for Tenant's occupancy and operation of its business

therein shall be referred to herein as "Tenant's Work." All Tenant's Work shall be

completed by Tenant at its expense and in accordance with the Work Letter attached as

Exhibit D. Before performing the Tenant's Work, Tenant shall obtain Landlord's written

approval of Tenant's plans and specifications (including, without limitation, alterations,

signs, colors, materials and lighting for the Premises), deposit with Landlord certificates of

insurance as required by this Lease, and comply with other requirements which may be set

forth herein or reasonably imposed by Landlord. Landlord shall use commercially

reasonable efforts to approve or reject Tenant's plans and specifications within Thirty (30)

days of receipt. Landlord's review of Tenant's plans and specifications are solely for

Landlord's convenience, and Landlord's approval of such plans and specifications shall not

constitute evidence of compliance of such plans with any applicable local or state

governmental code or regulation governing the same or the adequacy thereof for Tenant's

proposed use of the Premises.

4.3 Tenant's Signs. Before opening its store, Tenant shall install a sign above the front entrance to the Premises. Tenant's signage shall at all times be consistent with the

signage design criteria for the Shopping Center as the same may be amended from time to

time, including the manner and method of attachment of the signage to the building.

Landlord agrees to allow Tenant to install and maintain the maximum signage permitted

under applicable Laws. All signs must comply with all Laws, including, but not limited to,

any applicable city and county code requirements. Tenant shall be solely responsible for all

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costs associated with the manufacture, installation and maintenance of the signs. At the

expiration of this Lease, Tenant shall remove all signs, at its sole expense, and shall repair

any damage resulting from the installation or removal of the signs.

5. Use.

5.1 Permitted Use. Tenant shall operate its business within the Premises for the operation of APPAREL retail store that is open to the public under the trade name of

Fashion Forward Ohlone ("Tenant's Trade Name") and such other trade name adopted by

Tenant or its Affiliates, and for no other business or purpose without the prior written

consent of Landlord (the "Permitted Use").

5.2 Prohibited Uses.

(a) Tenant shall not use or permit the use of the Premises in a manner:

(i) that violates any Permitted Exception including, without limitation, the prohibited uses described in Exhibit E;

(ii) that violates any of the exclusive rights described on Exhibit F;

(iii) that is unlawful (including, without limitation, any manner that is lawful under California law but unlawful under federal law);

(iv) that creates damage, waste, or a nuisance;

(v) that emits any objectionable odors, sounds or vibrations, or allows any pests, insects or vermin; or

(vi) that overloads the floors or impairs the structural soundness of the Premises.

(b) Tenant shall not conduct, nor permit to be conducted, any auction, fire sale, bankruptcy sale, going out of business, or similar sale on the Premises without

Landlord's prior written consent. Landlord shall not be obligated to exercise any

standard of reasonableness in determining whether to permit an auction.

5.3 Tenant Operation. Subject to force majeure events, Tenant shall use commercially reasonable efforts to complete Tenant's Work and open for business to the

public for the Permitted Use not later than the Rent Commencement Date. Thereafter,

Tenant covenants and agrees to operate its business on the Premises diligently and

continuously throughout the Term at all times and on all days that the Shopping Center is

open. Tenant will operate its business on the Premises in a first class and reputable manner.

Tenant shall keep the Premises well lighted and in a safe, neat and clean condition

throughout the Term. Tenant agrees to take such actions as may be necessary or as Landlord

may require to prevent or remedy any nuisance to or impact on the Shopping Center related

to the Permitted Use. Tenant shall not permit or suffer the Premises, or the walls or floors

thereof, to be endangered by overloading.

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5.4 Rules and Regulations. Tenant shall abide by and observe those rules and regulations established by Landlord for the Shopping Center from time to time that are

determined by Landlord, in its reasonable discretion, to be necessary for the safety, security,

care and appearance of the Shopping Center or the preservation of good order therein, or for

the operation and maintenance of the Shopping Center or equipment therein (collectively,

the "Rules and Regulations"). A copy of the current Rules and Regulations for the

Shopping Center is attached as Exhibit G.

6. Common Areas.

6.1 Common Area Use. Tenant and all persons having business with Tenant shall have the right, without charge, to use, in common with all other occupants of the Shopping

Center and all persons having business with such other occupants, and no other persons, all

Common Areas of the Shopping Center, for parking and access in connection with business

in the Shopping Center, and for no other purpose.

6.2 Changes to Common Areas. Landlord reserves the right to any time and from time to time to make or permit changes to the Shopping Center, including increasing,

reducing or changing the number, type, side, location, elevation, nature and use of any of the

buildings or Common Areas, walkways, parking areas, driveways, access ways. If the

Shopping Center shall be changed as aforesaid, Landlord shall not be subject to any liability

to Tenant and Tenant shall not be entitled to any compensation, or diminution or abatement

of rent, not shall such change, alteration or diminution be deemed to be a constructive

eviction or actual eviction.

7. Repairs and Maintenance.

7.1 Landlord's Obligations. Subject to the remainder of this Section 7 and all provisions in this Lease relating to damage, destruction or condemnation of the Premises

and to Tenant's indemnification of Landlord, Landlord shall maintain, repair and keep in at

least the same condition as of the Effective Date (ordinary wear and tear excepted) the

foundation, the roof, any roof coverings, and exterior walls (excluding the interior and

exterior finish surfaces of exterior walls, windows, window frames and doors) of any

building on the Premises. If Landlord shall be called on to make any such repairs occasioned

by the negligent act or omission of Tenant, its employees, agents, servants, customers and

other invitees, the entire cost of such repair shall be borne by Tenant. Except as provided

above, it is intended by the Parties hereto that Landlord have no obligation, in any manner

whatsoever, to repair and maintain the Premises, or the equipment therein, all of which

obligations are intended to be that of Tenant. It is the intention of the Parties that the terms

of this Lease govern the respective obligations of the Parties as to maintenance and repair of

the Premises, and they expressly waive the benefit of any statute now or hereafter in effect

to the extent it is inconsistent with the terms of this Lease. Landlord shall use reasonable

efforts to cause any necessary repairs to be made promptly; provided, however, that

Landlord shall have no liability whatsoever for any delays in causing such repairs to be

made, including, without limitation, any liability for injury to or loss of Tenant's business,

nor shall any delays entitle Tenant to any abatement of Rent or damages, or be deemed an

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eviction of Tenant in whole or in part. The performance of Landlord's obligations hereunder

shall be subject to delays attributable to force majeure as provided in Section 24.

7.2 Tenant's Obligations. Subject to provisions in this Lease relating to damage, destruction or condemnation of the Premises, Tenant shall, at Tenant's sole expense, keep

the Premises in good order, condition and repair (whether or not the need for such repair

occurs as a result of Tenant's use, any prior use, the elements or the age of such portion of

the Premises), including, but not limited to, all equipment or facilities, such as plumbing,

heating, ventilating, air-conditioning, electrical, lighting facilities, boilers, pressure vessels,

fire protection system, fixtures, interior walls, the interior and exterior finish surface of

exterior walls, ceilings, floors, windows, doors, plate glass, skylights, landscaping,

driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in,

on, or adjacent to the Premises. Tenant, in keeping the Premises in good order, condition and

repair, shall exercise and perform good maintenance practices. Tenant's obligations shall

include restorations, replacements or renewals when necessary to keep the Premises and all

improvements thereon or a part thereof in good order, condition and state of repair. Tenant

shall, during the Term of this Lease, keep the exterior appearance of the Premises consistent

with the exterior appearance of other similar facilities of comparable age and size in the

vicinity, including, when necessary the exterior repair of the Premises.

7.3 HVAC. Tenant shall, at Tenant's sole cost and expense, procure and maintain a contract, with copies to Landlord, in customary form and substance, for and with a

contractor specializing and experienced in the inspection, maintenance and service of the

HVAC (as that term is defined in Section 4.1) system for the Premises. However, Landlord

reserves the right, upon on notice to Tenant, to procure and maintain the contract for the

HVAC systems, and if Landlord so elects, Tenant shall reimburse Landlord, on demand, for

the cost thereof as Additional Rent.

7.4 Landlord Remedy. In addition to other rights and remedies available to Landlord under this Lease, if Tenant fails to perform Tenant's obligations under this Article

7, Landlord may enter on the Premises after 10 days' prior written notice to Tenant (except

in the case of an emergency, in which case no notice shall be required), perform such

obligations on Tenant's behalf, and put the Premises in good order, condition and repair, at

Tenant's expense and Tenant shall reimburse Landlord, on demand, for the cost thereof as

Additional Rent.

8. Security.

8.1 Security Deposit. At the time of Tenant's execution of this Lease, Tenant shall deliver the sum of Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) (the

"Security Deposit") to Landlord as security for the full, faithful and timely performance of

each and every provision of this Lease to be performed by Tenant.

(a) If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Rent, Landlord may, in

Landlord's discretion, use, apply or retain all or any part of the Security Deposit for

the payment of any Rent, or any other sum in default, or for the payment of any other

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amount which Landlord may spend or become obligated to spend by reason of

Tenant's default, or to compensate Landlord for any other loss or damage which

Landlord may suffer by reason of Tenant's default, including, without limitation,

prospective damages and damages recoverable pursuant to California Civil Code

Section 1951.2. If any portion of the Security Deposit is so used, applied, or retained,

Tenant shall within 10 days after written demand deposit cash with Landlord in an

amount sufficient to restore the Security Deposit to its original amount.

(b) If Tenant has fully and faithfully performed and observed all of Tenant's obligations under this Lease, any remaining balance of the Security Deposit

(over any amount retained for application by Landlord as provided herein) shall be

paid to Tenant no later than ninety (90) days after the last to occur of: (i) the

Expiration Date; (ii) full vacation and surrender of the Premises by Tenant to Landlord

in accordance with this Lease; or (iii) the date, as reasonably determined by Landlord,

that all Additional Rent and Percentage Rent pursuant to this Lease has been computed

by Landlord and paid by Tenant. In no event shall any payment of Security Deposit

balance be construed as an admission by Landlord that Tenant has performed all of its

obligations under this Lease.

(c) Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security

Deposit. The Security Deposit shall not be deemed a limitation on Landlord's damages

or a payment of liquidated damages or a payment of the Rent due for the last month of

the Term.

(d) Landlord may deliver or otherwise credit the Security Deposit to the purchaser of the Premises if the Premises are sold, and after such time, Landlord will

have no further liability to Tenant with respect to the Security Deposit.

(e) Tenant waives the provisions of California Civil Code Section 1950.7, or any similar or successor laws now or hereinafter in effect that may restrict

Landlord's use or application of the Security Deposit or provide specific time periods

for return of the Security Deposit. Landlord's return of the Security Deposit or any part

thereof shall not be construed as an admission that Tenant has performed all of its

obligations under this Lease. No trust relationship is created herein between Landlord

and Tenant with respect to the Security Deposit.

9. Laws.

9.1 Tenant's Compliance. Tenant shall, at Tenant's expense, comply with all Laws (as that term is defined in Section 4.1), including, without limitation, California Civil

Code Sections 51 through 53, relating to: (a) Tenant's occupancy of the Premises; (b)

Tenant's Work; (c) Tenant's property; or (d) the Premises. If, however, compliance requires

structural work to the Premises, Tenant shall be required to effect such compliance, at

Tenant's expense, only if the obligation to comply arises from Tenant's Work, Tenant's

Property, Tenant's manner of using the Premises, or any acts or negligence of Tenant, its

employees, contractors, agents, or invitees.

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9.2 Tenant's Permits. Tenant shall, at its own cost and expense, secure and maintain throughout the Term, all necessary licenses and permits from such Authorities as

shall be necessary for, or incidental to, the conduct of its business in the Premises and shall

comply with all Laws relating to the operation of its business. Landlord does not covenant,

warrant or make any representation that any particular license or permit that may be required

in connection with the operation of Tenant's business will be granted, or if granted, will be

continued in effect or renewed, and any failure to obtain, maintain, or renew such license or

permit, or its revocation after issuance, shall not affect Tenant's obligations under this Lease.

9.3 Accessibility. Without limiting the generality of Sections 9.1 and 9.2:

(a) Landlord hereby advises Tenant that the Premises have undergone inspection by a Certified Access Specialist (CASp). The CASp has determined that the

Premises meet all applicable construction-related accessibility standards pursuant to

California Civil Code Section 55.53. The foregoing verification is included in this

Lease solely for the purpose of complying with California Civil Code Section 1938

and shall not in any manner affect Landlord's and Tenant's respective responsibilities

for compliance with construction-related accessibility standards as provided under this

Lease.

(b) Landlord agrees to use reasonable efforts to notify Tenant if Landlord makes any alterations to the Shopping Center that might impact accessibility to the

Premises or the Shopping Center under any federal or state disability access laws, and

Tenant agrees to use reasonable efforts to notify Landlord if Tenant makes any

alterations to the Premises that might impact accessibility to the Premises or the

Shopping Center under any federal or state disability access laws. Tenant

acknowledges that: (i) Tenant will be responsible for any accommodations or

alterations to the Premises required by Law during the Term to accommodate disabled

employees and customers of Tenant, including, without limitation, the requirements

under the Disabilities Laws; and (ii) Landlord will be responsible for any

accommodations or alterations to the Common Areas required by the Disabilities

Laws during the Term, any costs of which will be included in Operating Expenses.

Landlord and Tenant hereby acknowledge that, prior to the execution of this Lease,

Landlord and Tenant executed a Disability Access Obligations Notice pursuant to San

Francisco Administrative Code Chapter 38, the form of which is attached hereto as

Exhibit H. Landlord and Tenant shall each, within three (3) business days following a

request from the other Party, execute a new Disability Access Obligations Notice in

accordance with San Francisco Administrative Code Chapter 38 or any successor

statute. In addition, Tenant acknowledges receipt from Landlord of an Access

Information Notice as required by San Francisco Administrative Code Chapter 38.

Tenant acknowledges that such notices comply with the requirements of San Francisco

Administrative Code Chapter 38.

10. Hazardous Substances.

10.1 Tenant Restrictions. Tenant shall not, and shall not permit any of its subtenants, employees, contractors, agents, or invitees, to introduce into the Premises or the

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Shopping Center, use in the Premises or the Shopping Center or cause to be released from

the Premises or the Shopping Center any Hazardous Substances. Notwithstanding the

preceding sentence, Tenant may use cleaning and office products in accordance with their

customary use, provided that Tenant complies with all applicable Laws in connection

therewith, and further provided that in no event may Tenant release or discharge such

cleaning and/or office products into the plumbing, drainage or sewer system in excessive

amounts. If Tenant breaches its obligations hereunder, Tenant, at Tenant's expense, shall

immediately take all remedial action necessary to clean up any release, spill or discharge of

Hazardous Substances. "Hazardous Substances" mean any flammable or otherwise

hazardous material, any explosive and/or radioactive material, hazardous waste, hazardous

or toxic substance or related material, asbestos and any material containing asbestos,

petroleum and any petroleum derivative, pollutants, contaminants and any other substance or

material which is defined as, determined to be, or identified as, a hazardous or toxic material

or substance under any applicable Laws.

10.2 Disposal. If Tenant shall be obligated to remediate any Hazardous Substances, it shall remove and dispose of any such Hazardous Substances in compliance with all

applicable Laws. Tenant's remediation plan shall be subject to Landlord's approval and

Tenant shall keep Landlord fully apprised of the progress of Tenant's remediation efforts.

10.3 Indemnity. Tenant shall indemnify, defend and hold harmless Landlord, its managing agent, its Superior Landlord (as defined in Section 19.1), if any, its Mortgagee (as

defined in Section 19.1), if any, and their respective members, shareholders, partners,

directors, managers, officers, employees, and agents, from and against all liabilities,

damages, losses, fines, costs and expenses (including reasonable attorney's fees and

disbursements) resulting or arising from, or incurred in connection with any violation by

Tenant of its obligations with respect to Hazardous Substances under this Lease or otherwise

under any applicable Laws.

11. Insurance.

11.1 Tenant's Insurance. Tenant shall, at Tenant's expense, maintain at all times during the Term and at all times when Tenant is in possession of the Premises the following:

(a) commercial general liability insurance (or successor form of insurance designated by Landlord) in respect of the Premises, on an occurrence basis, with a

combined single limit (annually and per occurrence and location) of at least One

Million and No/100 Dollars ($1,000,000.00) naming as additional insureds Landlord

and any other person designated by Landlord. Tenant's liability insurance policy shall

include contractual liability, fire and legal liability coverage. Landlord shall have the

right at any time and from time to time, to require Tenant to increase the amount of the

commercial general liability insurance required to be maintained by Tenant under this

Lease provided the amount shall not exceed the amount then generally required of

tenants entering into leases for similar permitted uses in similar buildings in the

general vicinity of the Shopping Center;

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(b) property insurance in an amount equal to one hundred (100%) percent of full replacement value, with a deductible not exceeding Five Thousand and No/100

Dollars ($5,000.00) covering Tenant's Work (including improvements and

betterments, whether or not the improvements and betterments are restored), Tenant's

property and the property of third parties located in the Premises, against fire and other

risks, including business interruption insurance covering a period of twelve (12)

months;

(c) workers' compensation and employer's liability insurance providing statutory benefits for Tenant's employees at the Premises;

(d) plate glass insurance in an amount equal to the full replacement cost of all plate glass in the Premises, with a deductible not exceeding Two Hundred and Fifty

and No/100 Dollars ($250.00); Landlord hereby agrees that tenant may self-insure for

such risk; and

(e) such other insurance as Landlord may reasonably require.

11.2 Certificates. Tenant shall deliver to Landlord and each additional insured certificates in form reasonably acceptable to Landlord evidencing the insurance required by

this Lease to be maintained by Tenant before the Commencement Date (and with respect to

any insurance required under Section 4, before the commencement of any Tenant's Work),

and at least Ten (10) days before the expiration of any such insurance, and on request, a

copy of each insurance policy. All required insurance shall be primary and non-contributory

(as shown on endorsement), issued by companies satisfactory to Landlord and contain a

provision whereby it cannot be canceled unless Landlord and any additional insureds are

given at least Ten (10) days' prior written notice of the cancellation. Tenant may carry any

required insurance under a blanket policy if that policy complies with the requirements of

this Lease and provides that Tenant's insurance for the Premises is on a "per location basis."

11.3 Premium Increases. Tenant shall not do or permit to be done any act which shall invalidate or be in conflict with Landlord's insurance policies, or increase the rates of

insurance applicable to the Shopping Center. If, as the result of a Default, Tenant's

occupancy of the Premises (whether or not such occupancy is a Permitted Use), and/or

specific hazards attributable to Tenant's occupancy, the insurance rates for the Shopping

Center increase, Tenant shall reimburse Landlord for one hundred (100%) percent of such

increase in premium(s), within Ten (10) days after Tenant is billed therefor.

11.4 Release. Provided its right of full recovery under its insurance policy is not adversely affected, Landlord and Tenant each hereby releases the other (and the other's

agents and employees) with respect to any claim (including a claim for negligence) it may

have against the other for damage or loss covered by its property insurance (including

business interruption and loss of rent). Landlord and Tenant shall, to the extent obtainable,

each procure a clause in, or endorsement on, any property insurance carried by it, under

which the insurance company waives its right of subrogation against the other party to this

Lease and its agents and employees or consents to a waiver of the right of recovery against

the other party to this Lease and its agents and employees. If an additional premium is

15

required for the waiver or consent, the other party shall be advised of that amount and may,

but is not obligated to, pay the same. If that party elects not to pay the additional premium,

the waiver or consent shall not be required in favor of that party.

11.5 Subtenants. Any subtenant or other occupant of the Premises shall be obligated to comply with the provisions of this Article.

12. Casualty.

12.1 Loss by Casualty. If the Premises are damaged by fire or other casualty, Landlord shall give Tenant a certification made by a competent architect, in good standing,

as to the number of days from the occurrence of such casualty within which the Premises,

with the exercise of reasonable diligence, can be made fit for occupancy (the "Repair

Period"), and the election, if any, which Landlord has made according to this Section. Such

notice will be given before the 60th day after such casualty, and the date of such notice shall

be referred to herein as the "Notice Date." If there is damage to the Premises as described in

this Section 12, and if the Lease is not terminated as provided in this Section, then this Lease

shall remain in full force and effect, and the parties waive any provisions of any law to the

contrary.

12.2 Minor Casualty. If the Premises are damaged by fire or other insured casualty to the extent that the Repair Period does not exceed Thirty (30) days, Landlord will

diligently pursue the repair of damage to the Premises (excluding the Tenant's Work). In that

event, this Lease shall continue in full force and effect, except that Fixed Rent shall be

abated on a pro rata basis based on the portion of the Premises that Tenant cannot use during

the Repair Period.

12.3 Major Casualty; End of Term. If: (a) the Premises are damaged by fire or other insured casualty to the extent that the Repair Period exceeds Thirty (30) days; or (b)

the Premises are damaged to any extent by any casualty and, on the Notice Date, the

remainder of the Term is less than Eighteen (18) months (and Tenant fails to exercise,

within Ten (10) days following the Notice Date, any remaining option to extend the Term),

then Landlord may, at Landlord's option, diligently pursue the repair of damage to the

Premises (excluding the Tenant's Work). If Landlord elects to repair such damage during the

Repair Period, Fixed Rent will be abated on a pro rata basis during the Repair Period, based

on the portion of the Premises Tenant cannot use during the Repair Period. If Landlord

elects not to repair such damage during the Repair Period, this Lease shall terminate

effective on the date of termination set forth in the notice, and Fixed Rent shall be abated on

a pro rata basis based on the portion of the Premises Tenant cannot use during the period

from the date of the casualty to the date of termination of the Lease.

12.4 Limitation. Notwithstanding any other provision of this Lease, if the proceeds of Landlord's insurance are insufficient to pay for the repair of any damage to the Premises,

or if the casualty is of such a nature so as to not be insured under Landlord's insurance, then

Landlord will have the option to repair such damage or cancel this Lease as of the date of

such casualty by written notice to Tenant. If a fire or other casualty is the result of the willful

misconduct or negligence or failure to act of Tenant, its agents, contractors, employees or

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invitees, there will be no abatement of Fixed Rent as otherwise provided for in this Section

12. Notwithstanding any provision of this Lease to the contrary, Landlord shall not be liable

to Tenant for any damage or losses to the Tenant that are occasioned by the damage to or

destruction of the Premises or by the repair or restoration of the Premises.

12.5 Tenant's Repair. If Landlord is obligated or elects to repair any damage to the Premises, Tenant shall promptly replace or fully repair all inventory, goods, exterior signs,

trade fixtures, equipment, display cases and Tenant's Work. Tenant shall continue the

operation of its business in the Premises during the Repair Period to the extent reasonably

practical from the standpoint of good business.

12.6 Waiver of Statutory Termination Rights. The provisions of this Lease, including this Section 12, constitute an express agreement between Landlord and Tenant

with respect to any and all damage to, or destruction of, all or any part of the Premises or the

Shopping Center. Any Laws or common law with respect to any rights or obligations

concerning damage or destruction, including, without limitation, California Civil Code

Sections 1932(2), 1933(4), 1941 and 1942, now or hereafter in effect shall have no

application to this Lease or any damage to or destruction of all or any part of the Premises or

the Shopping Center, and are hereby waived.

13. Condemnation.

13.1 Termination. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively

"Condemnation"), this Lease shall terminate as to the part taken as of the date the

condemning Authority takes title or possession, whichever first occurs. Landlord may

terminate this Lease as to the portion of the Premises not taken if Landlord determines, in its

discretion, that the taking renders operation of the Premises uneconomical. If more than

Twenty-Five percent (25%) of any portion of the Shopping Center occupied by a building,

or more than Twenty-Five percent (25%) of the land area portion of the Shopping Center not

occupied by a building, is taken by Condemnation, Tenant may, at Tenant's option, to be

exercised in writing within Thirty (30) days after the condemning Authority shall have taken

possession, terminate this Lease as of the date the condemning Authority takes such

possession.

13.2 Rent Abatement. If neither Landlord nor Tenant terminates this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the

portion of the Premises remaining, except that the Fixed Rent shall be reduced in proportion

to the reduction in area of the Premises caused by such Condemnation.

13.3 Awards. Condemnation awards and/or payments shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the

leasehold, the value of the part taken, or for severance damages. No award for any partial or

entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award that

may be made in any taking, together with any and all rights of Tenant now or hereafter

arising in or to such award or any part thereof; provided, however, that so long as no

diminution of Landlord's award results therefrom, Tenant shall have the right to separately

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pursue against the condemning Authority, and shall not be required to assign any part

thereof to Landlord, a separate award for Tenant's relocation expenses, the taking of

personal property and trade fixtures belonging to Tenant, the value of improvements to the

Premises made and paid for by Tenant, or the interruption of or damage to Tenant's business

at the Premises.

13.4 Waiver of Statutory Termination Right. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil

Procedure or any other Law or common law with respect to termination rights upon

Condemnation of all or any part of the Premises or the Shopping Center.

14. Assignment and Subleasing. Tenant shall not assign, mortgage or otherwise transfer or encumber (collectively, "Assign") all or any part of Tenant's interest in this Lease or in the

Premises or sublease all or any part of the Premises or otherwise permit all or any part of the

Premises to be occupied by any other Person, without Landlord's prior written consent which

consent shall not be unreasonably withheld or delayed. It shall be reasonable for Landlord to

withhold its consent to a proposed assignment or sublease if the proposed assignee or sublessee

does not have: (a) a net worth equal to or greater than the net worth of Tenant as of the date of

this Lease (Tenant must provide Landlord with evidence of such net worth simultaneously with

its request regarding such proposed assignment or sublease); or (b) at least Three (3) years of

retailing experience (Tenant must provide Landlord with evidence of such experience

simultaneously with its request regarding such proposed assignment or sublease). Any

Assignment or subleasing shall not release Tenant from its obligations hereunder. Tenant shall

promptly pay to Landlord (50%) of the excess payable by such assignee or sublessee over and

above the Rent due and payable under this Lease in connection with any Assignment or sublease.

Notwithstanding anything herein to the contrary, in lieu of consenting to any proposed

assignment or subleasing, Landlord may, by written notice to Tenant, elect to terminate this

Lease and recapture the Premises as of a date specified in said written notice (the "Recapture

Date"), and enter into a direct lease with the proposed assignee or sublessee, in which event this

Lease and the Term shall come to an end on the Recapture Date with the same force and effect as

if the Term were, by the terms hereof, fixed to expire on such date. If Tenant claims that

Landlord has unreasonably withheld or delayed its consent under this Section 14 or otherwise

has breached or acted unreasonably under this Section 14, Tenant's sole remedy shall be

declaratory judgment and an injunction for the relief sought without any monetary damages, and

Tenant hereby waives all other remedies, including, without limitation, any right provided under

Section 1995.310 of the California Civil Code or any other Laws to terminate this Lease.

15. Default.

15.1 Tenant Defaults. Each of the following is a material default (a "Default") by Tenant under this Lease:

(a) Tenant fails to pay when due any Rent and the failure continues for Five (5) days following Landlord's notice (which notice shall also be considered any

demand required by any Laws). If, however, Landlord gives such a notice of failure to

pay Rent 2 times in any twelve (12) month period, any additional failure to pay any

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Rent when due within that twelve (12) month period shall be considered a Default,

without the requirement of any notice by Landlord.

(b) Tenant fails to comply with Section 3.2 in connection with reporting of gross sales.

(c) Tenant fails to comply with any other term of this Lease and the failure continues for Thirty (30) days following Landlord's notice. If, however, compliance

cannot, with diligence, reasonably be fully accomplished within that Thirty (30) day

period, Tenant shall have an additional period not to exceed Thirty (30) days to fully

comply, provided Tenant notifies Landlord of its intention to comply (and specifying

in reasonable detail the steps to be taken) and commences compliance within that

Thirty (30) day period and thereafter pursues compliance to completion with diligence

and provides Landlord with status updates on the progress at least every Thirty (30)

days.

(d) A third party institutes against Tenant or Guarantor, if any, any legal action seeking any relief from its debts under any applicable bankruptcy or insolvency

Laws which is not dismissed within Sixty (60) days, or Tenant or Guarantor, if any,

institutes any legal action seeking such relief, and/or a receiver, trustee, custodian or

other similar official is appointed for Tenant or Guarantor, if any, or for all or a

substantial portion of its assets, or Tenant or Guarantor, if any, commits any other act

indicating insolvency such as making an assignment for the benefit of its creditors.

(e) Tenant fails to open for business and to continuously operate its business within the Premises, or vacates or abandons the Premises before the

Expiration Date.

(f)

15.2 Notice of Default. Tenant acknowledges and agrees that, notwithstanding any other provision of this Lease: (a) Tenant shall be in default for purposes of Section 1161 of

the California Code of Civil Procedure immediately upon occurrence of a Default; (b) any

notices required to be given by Landlord under this Section 15 shall, in each case, be in lieu

of, and not in addition to, any notice required under Section 1161 of the California Code of

Civil Procedure or any similar or successor Law, and shall be deemed to satisfy the

requirement, if any, that notice be given pursuant to such Laws and Landlord shall not be

required to give any additional notice to commence an unlawful detainer proceeding; and

(c) service of a notice in the manner required by Section 22 of this Lease shall satisfy any

statutory service-of-notice procedures, including those required by Section 1162 of the

California Code of Civil Procedure or any similar or successor Law.

16. Landlord's Remedies. Upon the occurrence of any Default, Landlord shall cumulatively have: (a) all rights and remedies available to a landlord at law or in equity upon the

default of a tenant; and (b) the right, at Landlord's election, then or at any time thereafter, to

exercise any one or more of the following remedies to the fullest extent allowed by applicable

Law:

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16.1 Landlord Cure Right. Landlord may, without releasing Tenant from any obligations under this Lease, make any payment or take any action as Landlord may deem

necessary or desirable to cure any such Default in such manner and to such extent as

Landlord may deem necessary or desirable, and Landlord may do so without demand on, or

written notice to, Tenant and without giving Tenant an opportunity to cure such Default.

Tenant covenants and agrees to pay to Landlord, within Three (3) days after demand, all

advances, costs and expenses of Landlord in connection with the making of any such

payment or the taking of any such action, including reasonable attorney's fees, together with

interest at the rate described in Section 3.6, from the date of payment of any such advances,

costs and expenses by Landlord.

16.2 Termination. Landlord may terminate this Lease and Tenant's right to possession of the Premises and recover all of the following:

(a) The worth at the time of award of all unpaid Rent which had been earned at the time of termination;

(b) The worth at the time of award of the amount by which all unpaid Rent which would have been earned after termination until the time of award exceeds the

amount of such Rent loss that Tenant proves could have been reasonably avoided;

(c) The worth at the time of award of the amount by which all unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent

loss that Tenant proves could be reasonably avoided; and

(d) All other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform all of Tenant's obligations

under this Lease or which in the ordinary course of things would be likely to result

therefrom.

The "worth at the time of award" of the amounts referred to in paragraphs (a)

and (b) above shall be computed by allowing interest at the Default Rate. The "worth at the

time of award" of the amount referred to in paragraph (c) above shall be computed by

discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco

at the time of award plus one percent (1%). For purposes of computing the amount of Rent

hereunder that would have accrued after the time of award, the amount of increases in

Operating Expenses and Property Taxes shall be projected based upon the average rate of

increase, if any, in such items from the Lease Commencement Date through the time of

award.

In computing the unpaid Rent under this Section, the unpaid Percentage Rent

for any period after termination of Tenant's right to possession of the Premises shall be an

amount per year equal to one-third of the total Percentage Rent payable by Tenant for the

last three (3) Lease Years immediately preceding such termination, or if less than three (3)

Lease Years shall have elapsed, such value shall be an amount per year equal to the average

yearly percentage rent paid by Tenant.

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16.3 Repossesion. Landlord may reenter and take possession of the Premises or any part thereof, without demand or Notice, and repossess the same and expel Tenant and any

party claiming by, under or through Tenant, and remove the effects of both, by unlawful

detainer or other summary proceedings, or as otherwise permitted by Law. Landlord shall

have the right to have a receiver appointed for Tenant, upon application by Landlord, to take

possession of the Premises, to apply any rental collected from the Premises and to exercise

all other rights and remedies granted to Landlord pursuant to this Lease. No notice or other

act by Landlord shall be construed as an election by Landlord to terminate this Lease unless

a written notice of such intention is given to Tenant. No notice from Landlord hereunder or

under an unlawful detainer statute or similar law shall constitute an election by Landlord to

terminate this Lease unless such notice specifically so states.

16.4 Continuation. Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and

abandonment and recover rent as it becomes due, if lessee has right to sublet or assign,

subject only to reasonable limitations). Without limiting the generality of the foregoing,

Landlord shall have the right to continue this Lease in effect after Tenant's abandonment of

the Premises or Default hereunder and enforce all of Landlord's rights and remedies under

this Lease, including the right to recover all Rent as it becomes due hereunder. Acts of

maintenance or preservation, efforts to relet the Premises or the appointment of a receiver

upon Landlord's initiative to protect its interest under this Lease shall not constitute a

termination of Tenant's right to possession of the Premises.

16.5 Tenant Waiver of Forfeiture. Tenant hereby waives Section 1179 of the California Code of Civil Procedure, Section 3275 of the California Civil Code, and all

similar Laws now or hereafter enacted which would entitle Tenant to seek relief against

forfeiture in connection with any termination of this Lease.

16.6 Counterclaims. If Landlord commences summary proceedings in the nature of a forcible entry and detainer or unlawful detainer for non-payment Rent or for Tenant's

failure to perform its other obligations hereunder, Tenant covenants that it shall not file a

counterclaim against Landlord in the summary proceedings, nor shall Tenant consolidate

claims against Landlord in said proceedings; however, Tenant does not waive its right

hereunder to bring any later action against Landlord for damages. If Tenant should contest

such summary proceedings, it shall post a bond in favor of Landlord for the amount of Rent

due and for future damages upon termination of this Lease.

16.7 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in

equity.

16.8 Exhaustion of Remedies. Upon any Default, Landlord may proceed directly against Tenant or any other party guaranteeing or responsible for the performance or

Tenant's obligations under this Lease, including any assignee or subtenant, without first

exhausting Landlord's remedies against any other person or entity responsible therefor to

Landlord, or any security held by Landlord.

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16.9 Attorney's Fees. If either Party brings an action or proceeding involving the Premises to enforce the Terms hereof or to declare rights hereunder, then the Prevailing

Party (as hereafter defined) shall be entitled to reasonable attorney's fees in any such

proceeding, action, or appeal thereon. Such fees may be awarded in the same suit or

recovered in a separate suit, whether or not such action or proceeding is pursued to decision

or judgment. The term, "Prevailing Party" shall include, without limitation, a Party who

substantially obtains or defeats the relief sought, as the case may be, whether by

compromise, settlement, judgment, or the abandonment by the other Party of its claim or

defense. The attorney's fees award shall not be computed in accordance with any court fee

schedule, but shall be such as to fully reimburse all attorney's fees reasonably incurred. In

addition, Landlord shall be entitled to attorney's fees, costs and expenses incurred in the

preparation and service of notices of default and consultations in connection therewith,

whether or not a legal action is subsequently commenced in connection with such default.

16.10 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAWS, LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO

TRIAL BY JURY IN THE EVENT OF ANY PROCEEDINGS.

17. Access. Landlord and Landlord's employees, agents, contractors and other authorized representatives shall have the right to enter the Premises at any time, in the case of an

emergency, and otherwise at reasonable times upon not less than 2 days' prior notice for the

purpose of showing the same to prospective purchasers, lenders or tenants, or making such

alterations, repairs, improvements or additions to the Premises as Landlord may deem necessary,

or performing any obligation of Landlord under this Lease. All such activities shall be without

abatement of Rent. Landlord shall not place a "For Sale" or "For Lease" sign on the Premises, if

Tenant is conducting business on the Premises and not in Default under the Lease. For purposes

of this Section 17, Tenant shall be deemed to be conducting business on the Premises during

times of remodeling or other periods of less than Five (5) days during which the Premises is not

open for business to the public. Landlord may at any time place on the Premises any ordinary

"For Sale" signs and Landlord may during the last 6 months of the Term hereof place on the

Premises (but not in any show windows) any ordinary "For Lease" signs.

18. Brokers. Tenant and Landlord each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder other than FREMONT SUPERSTAR

SERVICES ALLIANCE (the "Broker") in connection with this Lease that is entitled to any

commission or finder's fee in connection herewith. Tenant and Landlord do each hereby agree to

indemnify, protect, defend and hold the other harmless from and against liability for

compensation or charges which may be claimed by any such unnamed broker, finder or other

similar party by reason of any dealings or actions of the indemnifying Party, including any costs,

expenses, and attorneys' fees reasonably incurred with respect thereto. This Section shall survive

the expiration or sooner termination of this Lease.

19. Subordination.

19.1 Tenant Subordination. This Lease, and the rights of Tenant under this Lease, are subject and subordinate in all respects to all present and future underlying leases of the

Shopping Center, including all modifications, extensions and replacements thereof

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("Superior Leases") and all present and future mortgages or deeds of trust on any Superior

Lease or on the Shopping Center including all increases, renewals, modifications,

extensions, supplements, consolidations and replacements thereof ("Mortgages"), and all

advances under any Mortgage. This Section is self-operative and no further instrument of

subordination is required. Tenant shall, within Fifteen (15) days following receipt of

Landlord's request, sign, acknowledge and deliver any instrument that Landlord, any

landlord under a Superior Lease ("Superior Landlord") or any mortgagee or beneficiary

under a Mortgage ("Mortgagee") may request to evidence such subordination.

19.2 Tenant Attornment. If any Mortgagee or any Superior Landlord or any successor or assignee thereof or any purchaser at a foreclosure sale or by deed in lieu of

foreclosure succeeds to the rights of Landlord under this Lease, then upon their request,

Tenant shall attorn to such Mortgagee, Superior Landlord, successor, assignee or purchaser

as Tenant's landlord under this Lease. Tenant shall, within Ten (10) days following request

by such Mortgagee, Superior Landlord, successor or assignee, sign, acknowledge and

deliver any instrument that such Mortgagee, Superior Landlord, successor, assignee, or

purchaser requests to evidence the attornment. If any Mortgagee or Superior Landlord

requires any modifications of this Lease, then, provided such modifications do not

materially adversely affect Tenant, Tenant shall, within Ten (10) days following Tenant's

receipt of a request, sign, acknowledge and deliver to Landlord a lease amendment prepared

by Landlord that shall make the required modifications.

19.3 Permitted Exceptions. This Lease and all of Tenant's rights hereunder are subject to all the matters, restrictions and encumbrances of record (whether now existing or

hereafter arising), and all restrictions in this Lease (collectively, the "Permitted

Exceptions"). Landlord reserves to itself the right, from time to time, to grant, without the

consent or joinder of Tenant, such easements, rights and dedications as Landlord deems

necessary, and to cause the recordation of parcel maps and restrictions. When granted or

recorded, such easements, rights, dedications, maps and restrictions will be additional

Permitted Exceptions. Tenant agrees to sign any documents reasonably requested by

Landlord to effectuate any such easements, rights, dedications, maps or restrictions. Tenant

shall have no right to seek damages or to cancel or terminate this Lease, and the rights and

obligations of Landlord and Tenant hereunder otherwise shall not be affected, because of

any rights, changes or other matters allowed or set forth in the Permitted Exceptions.

20. Estoppel Certificates. Tenant shall, at any time and from time to time, within Ten (10) days following its receipt of a request from Landlord, sign, acknowledge and deliver to

Landlord or any other person designated by Landlord a certification: (a) that this Lease is in full

force and effect and has not been modified (or, if modified, setting forth all modifications); (b)

stating the date to which the Rent has been paid; (c) stating whether or not, to its actual

knowledge, Landlord is in default of its obligations under this Lease and if so, describing the

default, including any event that has occurred which, with the serving of notice or the passage of

time, or both, would give rise to a default; and (d) stating to its actual knowledge, any other

factual matters reasonably requested. Any certification delivered under this Section may be

relied on by the third party for whom the certification is requested but shall not, as between

Landlord and Tenant, affect their respective rights.

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21. End of Term.

21.1 Condition of Premises. Upon the expiration or sooner termination of this Lease, Tenant shall restore the Premises to their original condition as of the Commencement

Date of this Lease, reasonable wear and tear excepted. Reasonable wear and tear shall not

include any damage or deterioration that would have been prevented by good maintenance

practice or by Tenant performing all of its obligations under this Lease. All damage caused

by Tenant shall be repaired and the Premises restored such that on or before the last day of

the Lease, the Premises shall be delivered up broom swept free of Tenant's product, furniture

and equipment in good and rentable condition with all restoration work completed, and any

excess materials and construction equipment used in the restoration process removed from

the Premises. Tenant's obligation hereunder shall survive the expiration or sooner

termination of the Lease.

21.2 Holdover. If the Premises are not vacated and surrendered in accordance with this Lease (whether by Tenant or any other occupant), on the date required by this Lease,

Tenant shall indemnify and hold harmless Landlord against all losses, costs, liabilities,

claims, damages and expenses incurred by Landlord in connection therewith, including

reasonable attorney's fees and disbursements whether in an action by or against Tenant or a

third party, and including claims and liabilities of Landlord made by any succeeding

tenant(s) or other third party. No holding over by Tenant after the Term shall operate to

extend the Term; provided, however, that at Landlord's written option, such holding over

shall be construed as a tenancy at sufferance, or from month to month, and otherwise on the

same terms and conditions in this Lease. In all events, Tenant shall be liable to Landlord

until the Premises are duly vacated and surrendered in accordance with this Lease for a

holdover charge at a rate equal to Three percent (3%) of the Fixed Rent, Percentage Rent,

and Additional Rent payable under this Lease for the last year of the Term (which Landlord

and Tenant agree is a fair and reasonable sum under such circumstances and is not a

penalty). In no event shall this Section be construed as permitting Tenant (or any other

occupant) to remain in possession of the Premises after the Expiration Date without

Landlord's written consent in its sole discretion.

22. Notices. All notices required or permitted by this Lease shall be in writing, may be delivered by registered mail, and shall be deemed sufficiently given if served in a manner

specified in this Section.

22.1 Notices to Landlord shall be sent to:

Ohlone Landlord Properties

888 Ohlone Boulevard, Suite 100

Fremont, California 94539

22.2 Notices to Tenant shall be sent to:

Fashion Forward Ohlone LLC

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888 Ohlone Boulevard, Suite 888

Fremont, California 94539

Attn: “OHLONE ALUMNI ENTREPRENEUR”, CEO

22.3 Change of Address. Either Party may by written notice to the other specify a different address for notice, except that upon Tenant's taking possession of the Premises, the

Premises shall constitute Tenant's address for notice. A copy of all notices to Landlord shall

be concurrently transmitted to such party or parties at such addresses as Landlord may from

time to time hereafter designate in writing.

22.4 Date Given. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no

delivery date is shown, the postmark thereon. If notice is received on a non-business day, it

shall be deemed received on the next business day.

23. No Waiver. No waiver by Landlord of the violation of any term, covenant or condition hereof by Tenant, shall be deemed a waiver of any other term, covenant or condition

hereof, or of any subsequent violation by Tenant of the same or of any other term, covenant or

condition hereof. Landlord's consent to, or approval of, any act shall not be deemed to render

unnecessary the obtaining of Landlord's consent to, or approval of, any subsequent or similar act

by Tenant, or be construed as the basis of an estoppel to enforce the provision or provisions of

this Lease requiring such consent. The acceptance of Rent by Landlord shall not be a waiver of

any such violation or any Default by Tenant. Any payment by Tenant may be accepted by

Landlord on account of moneys or damages due Landlord, notwithstanding any qualifying

statements or conditions made by Tenant in connection therewith, which such statements and/or

conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by

Landlord at or before the time of deposit of such payment. No payment by Tenant, nor receipt by

Landlord, of a lesser amount than the Rent herein stipulated shall be deemed to be other than on

an account of the earliest stipulated Rent, nor shall any endorsement or statement on any check

or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction,

and Landlord shall accept such check for payment without prejudice to Landlord's right to

recover the balance of such Rent or pursue any other remedy available to Landlord.

24. Force Majeure. Whenever a period of time is provided in this Lease for either party to do or perform any act or thing, except for the payment of monies by Tenant, the computation

of such period of time shall exclude any delays due to strikes, riots, acts of God, shortages of

labor or any cause or causes, whether or not similar to those enumerated, beyond the parties'

reasonable control or the reasonable control of their agents, servants, employees and any

contractor engaged by them to perform work in connection with this Lease.

25. Tenant Indemnity. To the fullest extent permitted by applicable law, Tenant shall indemnify, protect, defend and hold harmless the Premises, Landlord and its members,

managers, employees, agents, contractors, partners and lenders (collectively, including Landlord,

the "Landlord Parties") from and against any and all claims, actions, demands, suits,

proceedings, orders, losses (including loss of rents), damages, liens, judgments, penalties,

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attorney's and consultant's fees, expenses and/or liabilities (collectively, "Claims") arising out of,

involving, or in connection with: (a) the use and/or occupancy of the Premises by Tenant; (b) the

conduct of Tenant's business on the Premises; (c) any act, omission, fault or neglect on or about

the Premises of Tenant, its agents, employees, contractors, subtenants, licensees, visitors, or

invitees; or (d) any violation of any terms hereof by Tenant. If any action or proceeding is

brought against Landlord by reason of any of the foregoing matters, Tenant shall upon notice

defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and

Landlord shall reasonably cooperate with Tenant in such defense. Landlord need not have first

paid any such claim in order to be defended or indemnified. This Section shall survive the

expiration or sooner termination of this Lease.

26. Landlord Exculpation.

26.1 Waiver of Liability. No Landlord Party shall be liable for, and Tenant waives all claims against all Landlord Parties for, any damage to property sustained by Tenant or its

employees, agents or contractors, or any other person claiming through Tenant, resulting

from any accident, casualty or other cause in or upon the Premises or the Shopping Center,

except to the extent such damage is the result of Landlord's willful misconduct, including,

but not limited to, claims for damage resulting from: (a) any equipment or appurtenances

becoming out of repair; (b) Landlord's failure to keep the Shopping Center or the Premises

in repair; (c) injury done or occasioned by wind, water, or other act of God; (d) any defect

in, or failure of, plumbing, heating, or air-condition equipment, electric wiring, or

installation thereof, gas, water and steam pipes, stair, porches, railings, or walks; (e) broken

glass; (f) the backing-up of any sewer pipe or downspout; (g) the bursting, leaking, or

running of any tank, tub, sink, sprinkler system, water closet, water pipe, drain, or any other

pipe or tank in, upon, or about the Shopping Center or Premises; (h) the escape of steam or

hot water; (i) water, snow, or ice being upon, or coming through the roof, skylights, doors,

stairs, walks, or any other place upon, or near the Shopping Center or the Premises, or

otherwise; (j) the falling of any fixtures, plaster, or stucco; (k) fire or other casualty; (l) any

act, omission, or negligence of other tenants, or of other persons or occupants of the

Shopping Center, or of adjoining or contiguous buildings, or of adjacent or contiguous

property. No Landlord Party shall be liable to Tenant for any damage by or from any act or

negligence of any tenant or other occupant of the Shopping Center or the Premises, or by

any owner or occupant of adjoining or contiguous property. No Landlord Party shall be

liable for any injury or damage to person or property resulting in whole or in part from the

criminal activities of others. To the extent not covered by normal fire and extended coverage

insurance, Tenant agrees to pay for all damage to the Shopping Center and the Premises

caused by Tenant, or any of its employees, agents or contractors.

26.2 Consequential Damages. Tenant hereby waives and releases the Landlord Parties from any consequential damages, compensation or claims for inconvenience or loss

of business, rents or profits as a result of any injury or damage, whether or not caused by the

willful and wrongful act of any of the Landlord Parties.

26.3 Cap on Liability. Tenant agrees that any liability or obligation of Landlord in connection with this Lease shall only be enforced against Landlord's equity interest in the

Shopping Center up to a maximum of Seventy-Five Thousand and No/100 Dollars

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($75,000.00) and in no event against any other assets of Landlord, or against any other

Landlord Party or any of their assets, and Tenant shall not be entitled to any judgment in

excess of such amount under any circumstances.

27. Miscellaneous

27.1 No Oral Amendments. This Lease may not be changed or terminated, in whole or in part, except in a writing signed by Landlord and Tenant.

27.2 Execution. Notwithstanding any provision of this Lease, or any Laws, to the contrary, or the execution of this Lease by Tenant, this Lease shall not bind or benefit

Landlord or Tenant, unless and until this Lease is signed and delivered by both Landlord and

Tenant.

27.3 No Surrender. No act or omission of Landlord or Tenant, or their respective employees, agents or contractors, including the delivery or acceptance of keys, shall be

deemed an acceptance of a surrender of the Premises, and no agreement to accept such

surrender shall be valid unless it is in a writing signed by Landlord.

27.4 Captions. The captions in this Lease are for reference only and do not define the scope of this Lease or the intent of any term. All Section references in this Lease shall,

unless the context otherwise specifically requires, be deemed references to the Sections of

this Lease.

27.5 Severability. If any provision of this Lease, or the application thereof to any person or circumstance, is invalid or unenforceable, then in each such event the remainder of

this Lease or the application of such provision to any other person or any other circumstance

(other than those as to which it is invalid or unenforceable) shall not be affected, and each

provision hereof shall remain valid and enforceable to the fullest extent permitted by all

applicable Laws.

27.6 No Presumption. There shall be no presumption against Landlord because Landlord drafted this Lease or for any other reason.

27.7 Joint and Several Liability. If Tenant is comprised of two or more persons, the liability of those persons under this Lease shall be joint and several.

27.8 Construction. Wherever appropriate in this Lease, words of any gender used in this Lease shall be construed to include any other gender, and words in the singular shall

include the plural and vice versa, unless the context otherwise requires.

27.9 Confidentiality. Each party agrees to keep the terms of this Lease confidential and shall not disclose same to any other person not a party hereto without the prior written

consent of the other, provided that either party may disclose the terms hereof to such

accountants, attorneys, managing employees and others in privity with any such party to the

extent reasonably necessary for either party's business purposes.

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27.10 No Recording. Tenant shall not record this Lease or any memorandum of this Lease.

27.11 Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the State of California.

In witness whereof, Landlord and Tenant have executed this Lease as of the Effective Date.

LANDLORD:

OHLONE LANDLORD PROPERTIES,

a California corporation

By____________________________

Name: _________________________

Title: __________________________

TENANT:

FASHION FORWARD OHLONE LLC,

a California limited liability company

By____________________________

Name: _________________________

Title: __________________________

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EXHIBIT A

Legal description of Shopping Center [NOTE: These exhibits are not required for the assignment, so there is no content. But this is an example of how an Exhibit might be formatted in a real lease agreement.]

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EXHIBIT B

Site Plan of the Shopping Center that shows the Premises

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EXHIBIT C

Description of Landlord's Work

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EXHIBIT D

Description of Tenant's Work

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EXHIBIT E

List of Prohibited Uses

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EXHIBIT F

List of Exclusive Uses

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EXHIBIT G

Rules and Regulations for the Shopping Center

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EXHIBIT H

Disability Access Obligations Notice