Sample Business Contracts

California-Salinas-Natividad Plaza Shopping Center Lease - Natividad Plaza Partners and California Culinary Academy Inc.

Free Customizable Lease Forms

  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                                LEASE AGREEMENT

   THIS LEASE is entered into this 15th day of July, 1996, in the county of 
Monterey, State of California, by and between NATIVIDAD PLAZA PARTNERS 
[hereinafter called "Landlord"] and The California Culinary Academy, Inc., a 
California Corporation, [hereinafter called "Tenant"].

   Landlord hereby leases to Tenant and Tenant hires from Landlord those 
certain premises situated in the County of Monterey, State of 
California, commonly known as Space F-1, Natividad Plaza Shopping 
Center, Salinas, California, consisting of approximately 3780 square 
feet, and more particularly shown in the drawing attached hereto as 
Exhibit "A".

   1.    LEASE TERM. The term of this lease shall be for a period of five 
years, commencing on July 1, 1996, and expiring on midnight of the last day 
of June 2001. Should Tenant hold over and continue in possession after 
expiration of the term of this lease or any extension thereof, Tenant's 
continued occupation shall be considered a month-to-month tenancy subject to 
all the terms and conditions of this lease.

   Notwithstanding any provision in this lease to the contrary, Tenant shall 
have the right, upon thirty (30) days notice to Landlord, to terminate this 
lease if, within the twelve month period following the commencement of the 
first class at the Food Service Center, the aggregate gross revenues from 
tuition, product sales and all related revenues derived from the conduct of 
the Food Service Center during such period are less than $700,000.00. In 
the event that Tenant elects to terminate on the foregoing basis, the sum of 
$100,500.00 shall be promptly paid to Tenant as a refund of unamortized 
leasehold improvement cost which are hereby deemed to have been paid for by 

   2.    RENT. Upon the first day of each month, during the lease term, 
beginning January 1, 1997 through the month of June 2001, Tenant shall pay to 
Landlord the greater of either sum of Three Thousand Eight Hundred Seventy 
Dollars ($3,870.00), or 8% of gross sales for the training facility at this 
location. All rental payments for the balance of the lease term shall be made 
on the first day of each month. Tenant shall pay additional rent as set forth 
in this Lease Agreement.

   3.    COST OF LIVING ADJUSTMENTS. There shall be no Cost of Living 
Adjustments to this lease during its initial term.

   4.    LATE CHARGES AND DISHONORED CHECKS. If Tenant shall fail to pay any 
monthly rent payment by the 20th day of the month such payment is due, a late 
charge shall be assessed equal to six per cent (6%) of the rent payment. In 
the event that any check or other instrument tendered by Tenant is 
dishonored, in addition to late charges as specified above, Tenant shall pay 
an additional fee of $10.00 to reimburse Landlord for administrative costs 
incurred in connection with such dishonored instrument.



Tenant shall pay to Landlord an amount equal to 10.36% of the actual cost of 
common area and exterior maintenance for Natividad Plaza Shopping Center. 
Common area and exterior maintenance are defined as all areas and facilities 
outside the premises described in Exhibit "A" and within the shopping center 
project that are provided and designated by Landlord from time to time for 
the general nonexclusive use of Landlord, Tenant, and other Tenants of the 
shopping center project and their respective employees, suppliers, customers, 
and invitees, including but not limited to exterior surfaces of the 
buildings, including roofs, common entrances, lobbies, corridors, stairwells, 
public restrooms, elevators, parking areas, loading and unloading areas, 
trash areas, roadways, sidewalks, landscaped areas, and the cost of 
operating, managing, insuring, equipping, lighting, repairing, replacing and 
maintaining, and fire protection for the same. For the first year, Tenant 
shall pay to Landlord the sum of $1036.00 monthly, on the first day of each 
month, which represents an estimate of the actual common area and exterior 
maintenance costs chargeable to Tenant; annually Landlord shall furnish to 
Tenant the actual charges incurred, and any excess over the estimate shall be 
paid by Tenant to Landlord within ten (10) days, or any overage paid by 
Tenant to Landlord shall be returned by Landlord to Tenant within (10) days. 
At the beginning of each successive year of the term of this Lease and all 
options, extensions, and renewals thereof, Landlord shall provide Tenant with 
an estimate of the actual common area and exterior maintenance costs 
chargeable to Tenant, as a monthly sum, and Tenant shall pay said sum on the 
first day of each month, subject to annual adjustment as provided above. 
Payments due for common area and exterior maintenance costs shall be subject 
to the provisions of Paragraph 4 of this Lease relating to late charges and 
dishonored checks. Tenant has the non-exclusive right to use the common areas.

   6.    USE OF PREMISES. The leased premises shall be used for the sole 
purpose of operating and conducting thereon and therein a Food Service Center 
to include culinary training, restaurant and bakery operations and retail 
sales of culinary supplies and merchandise and for such purposes as may be 
reasonably incidental thereto, and none other, without the written consent of 
Landlord. Tenant shall be permitted to use the parking lot for marketing and 
promotional events subject to Landlord's approval.

   7.    UTILITIES. Tenant shall pay all utility costs incurred in connection 
with Tenant's occupation and use of the leased premises.

   8.    SECURITY DEPOSIT. Tenant shall upon execution of this lease deposit 
with Landlord $0 as security for the full and faithful performance of each 
and every term, provision, covenant, and condition of this lease. In the 
event that Tenant defaults in respect of any term, provision, covenant, or 
condition of this lease, including but not limited to the payment of rent, 
Landlord may use, apply or retain the whole or any part of the deposit for 
the payment of any other sum which Landlord may spend or be required to spend 
by reason of Tenant's default. Any remaining portion of this security 
deposit, after any lawful deductions as above, shall be returned to Tenant no 
later than two weeks after termination of the tenancy, directed to the 
address left by Tenant or to Tenant's last known address. Tenant shall not be 
entitled to interest on said security deposit.

   9.    REAL PROPERTY TAXES. As additional rent, Tenant shall pay to 
Landlord an



amount equal to 10.36% of the actual amount of all real property taxes 
assessed against Natividad Plaza Shopping Center. During the first year of 
this Lease, on the first day of each month, Tenant shall pay to Landlord the 
sum of $233.00, which represents an estimate of the actual amount of real 
property taxes chargeable to Tenant; annually, Landlord shall furnish to 
Tenant the actual charges incurred for real property taxes, and any excess 
over the estimate shall be paid by Tenant to Landlord within ten (10) days, 
or any overage paid by Tenant to Landlord shall be returned by Landlord to 
Tenant within ten (10) days. At the beginning of each successive year of the 
term of this Lease and all options, extensions, and renewals thereof, 
Landlord shall provide Tenant with an estimate of the actual property tax 
amounts chargeable to Tenant, as a monthly sum, and Tenant shall pay said sum 
on the first day of each month, subject to annual adjustment as provided 
above. Payments due for real property taxes shall be subject to the 
provisions of Paragraph 4 of this Lease relating to late charges and 
dishonored checks. Real property tax shall include any form of real estate 
tax or assessment, general or special, ordinary or extraordinary, and any 
commercial rental tax, improvement bond or bonds, levy or tax imposed on the 
property or any portion thereof by any authority having the direct or 
indirect power to tax, including any city, county, state or federal 
government, or any school, agricultural, sanitary, fire, street, drainage, or 
other improvement district thereof.

   10.   MAINTENANCE BY TENANT. Tenant shall at Tenant's own cost and 
expense, keep and maintain all interior portions of the leased premises in 
good order and repair and in as safe and clean a condition as they were when 
received by Tenant, reasonable use, casualty and wear excepted. Said 
obligations shall include maintenance of exterior entrances, all partitions, 
doors, door jambs, door closes, door hardware, fixtures, equipment and 
appurtenances thereof, and plumbing, electrical, lighting, and heating 
systems which protrude in the leased premises. Tenant shall at Tenant's sole 
cost and expense repair and replace the glass in any display window on the 
premises that becomes broken, regardless of cause. If Tenant refuses or 
neglects to repair items properly required under this paragraph as soon as 
reasonably possible after written demand, Landlord may make such repairs 
without any liability to Tenant for any loss or damage that may accrue to 
Tenant's merchandise, fixtures, or other property or the Tenant's business by 
reason thereof, and upon completion thereof, Tenant shall pay Landlord's 
costs for making such repairs plus 20% for overhead, upon presentation of 
bill therefore, as additional rent.

   11.   MAINTENANCE BY LANDLORD. Landlord shall maintain in good condition 
and repair the exterior roof, exterior walls and structural supports, and all 
other portions of the building in which the leased premises are situated 
except as provided in the preceding paragraph. There shall be no obligation 
for the Landlord to repair pursuant to this section until after the 
expiration of three (3) days' written notice from Tenant to Landlord of the 
need for such repair. The cost thereof shall be borne pursuant to Paragraph 5 
of this Lease Agreement.

   12.   ALTERATIONS. Tenant shall not have the right to make any 
alterations, improvements or additions to the leased premises without 
first obtaining the Landlord's written consent. Such consent shall not 
be unreasonably withheld. Tenant shall present to Landlord plans and 
specifications for such work at the time consent is sought. Tenant shall 
not cause or permit any lien to be placed on or accrue upon the leased 
premises or any part thereof by reason of anything done or omitted to be 
done upon said premises by or with the permission of Tenant. All 
alterations, additions, improvements, and fixtures, except furniture and 
trade fixtures, made or



placed in or on the premises by Tenant or any other person shall be the 
property of Landlord, and upon termination of this lease shall remain upon 
and be surrendered with the premises as a part thereof. Any floor covering 
affixed to the floor of the premises shall be and become the property of 

cost and expense may install in the leased premises such fixtures and 
equipment as Tenant deems advisable, and may remove the same from the leased 
premises at any time during the term of the lease; provided, however, that no 
injury shall be done to the structural strength of the building when said 
fixtures or equipment are removed, and the building shall be restored to 
substantially its original condition, casualty, reasonable wear and tear 
excepted. Any trade fixtures not removed from said premises by Tenant prior 
to the expiration or sooner termination of this lease shall be deemed 
abandoned by Tenant and shall become the property of Landlord.

   14.   ACCESS BY LANDLORD. Landlord or its designee shall be permitted to 
enter upon the leased premises at reasonable times during business hours, 
and in emergencies at all times, to inspect the premises, to make repairs, 
additions or alterations to the premises, the building of which the premises 
form a part, or any property owned or controlled by Landlord, or to exhibit 
the premises to prospective tenants 90 days prior to the end of the lease 

   15.   SIGNS. Tenant shall be entitled to maintain a sign consistent with 
those found in Natividad Plaza Shopping Center, pursuant to approval of the 
City of Salinas. Tenant shall not place or maintain, nor permit any other 
person to place or maintain, any sign, awning, canopy, marquee, or other 
advertising on the premises owned or controlled by Landlord without the prior 
written consent of Landlord.

   16.   EXTERIOR DISPLAYS. Tenant shall not keep or display any merchandise 
on or otherwise obstruct the common area or the sidewalks, walkways or 
courtyards adjacent to the building of which the leased premises are a part 
without Landlord's consent.

   17.   INDEMNIFICATION OF LANDLORD. Tenant agrees to indemnify and save 
Landlord harmless from and against any and all claims arising from any act, 
omission or neglect of Tenant, or its agents, servants, employees, 
contractors, licensees, or arising from any accident, injury or damage 
whatsoever caused to any person or property occurring on, in or about the 
leased premises.

   18.   LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and 
keep in full force during the term of this lease or any extension thereof, a 
policy of comprehensive public liability insurance, insuring Tenant and 
Landlord, against any liability arising out of the ownership, use, occupancy, 
or maintenance of the premises and all areas appurtenant thereto. Such 
insurance shall be in the amount of not less than One Million Dollars 
($1,000,000.00) for combined single limit bodily injury and property damage 
coverage. The limit of any such insurance shall not, however, limit the 
liability of the Tenant hereunder. Tenant may provide this insurance under a 
blanket policy, provided that said insurance shall have a Landlord's 
protective liability endorsement attached thereto. If Tenant shall fail to 
procure and maintain said insurance, Landlord may, but shall not be required 
to procure and maintain same, and at the expense of



Tenant. Tenant shall deliver to Landlord, prior to right of entry, copies of 
policies of liability insurance required herein, or certificates evidencing 
the existence and amounts of such insurance, with loss payable clauses 
satisfactory to Landlord. No Policy shall be cancelable, or subject to 
reduction of coverage without thirty (30) days' notice to Landlord at the 
address indicated below. All such policies shall be written as primary 
policies, not contributing with and not in excess of coverage which Landlord 
may carry.

   19.   WAIVER OF SUBROGATION. Each of the parties hereto waives any and all 
rights of recovery against the other or against any other Tenant or occupant 
of the subject premises or against the officers, employees, agents, 
representative, customers and business visitors of such other party or of 
such other tenant or occupant of the subject premises for loss of or damage 
to such waiving party or its property or the property of others under its 
control, arising from any cause insured against under the standard form of 
fire insurance policy with all permissible extension endorsements covering 
additional perils or under any other policy of insurance carried by such 
waiving party in lieu thereof, to the extent such loss or damage is insured 
against by such policy. Such waiver shall not be binding on either party 
unless the same is permitted by each party's insurance carrier without the 
payment of additional premium.

   20.   EMINENT DOMAIN. Should during the term of this lease title to all of 
the leased premises or so much thereof be taken by any public or quasi-public 
use under any statute or by right of eminent domain, so that a reasonable 
amount of reconstruction of the premises will not result in the premises 
being reasonably suitable for Tenant's continued occupancy for the use and 
purposes for which the premises are leased, this lease shall terminate as of 
the date that possession of said premises, or part thereof, be taken.

   If any part of the premises shall be so taken and the remaining part 
thereof (after reconstruction of the then existing buildings in which the 
premises are located) is reasonably suited for Tenant's occupancy, this lease 
shall, as to the part so taken, terminate as of the date that possession of 
said part be taken, and the rent shall be reduced in proportion to the amount 
of floor area taken.

   All compensation awarded or paid upon such a total or partial condemnation 
shall belong to and be the sole property of Landlord; provided, however, that 
Tenant shall be entitled to any award made for loss of business, depreciation 
to and cost of removal of stock and fixtures.

   21.   SURRENDER OF PREMISES. On expiration or sooner termination of this 
lease, or any extensions or renewals of this lease, Tenants shall promptly 
surrender and deliver the leased premises to Landlord in as good condition as 
they now are at the date of this lease, casualty and reasonable wear and tear 

   22.   INSOLVENCY OF TENANT. Tenant agrees that in the event all or 
substantially all of the tenant's assets are placed in the hands of a 
receiver or trustee, and such receivership or trusteeship continues for a 
period of thirty (30) days, or should Tenant make an assignment for the 
benefit of creditors or be adjudicated a bankrupt, or should Tenant institute 
any proceedings under the bankruptcy act or under any amendment thereof which 
may hereafter be enacted, or under any other act relating to the subject of 
bankruptcy wherein Tenant seeks to be adjudicated a



bankrupt, or to be discharged of its debts, or to effect a plan of 
liquidation, composition, arrangement or reorganization, or should any 
involuntary proceeding be filed against Tenant under any such bankruptcy laws 
and Tenant consent thereto or acquiesce therein by pleading or default, then 
this lease or any interest in and to the leased premises shall not become an 
asset in any of such proceedings, and, in any such event and in addition to 
any and all rights and remedies of Landlord hereunder or by law provided, it 
shall be lawful for Landlord to declare the term hereof ended and to reenter 
the leased premises and take possession thereof and remove all persons 
therefrom, and Tenant shall have no further claim thereon or hereunder.

   23.   ASSIGNMENT AND SUBLETTING. Tenant shall not transfer, assign or 
sublet the leased premises in whole or in part, or any right or interest in 
said premises, without the express written consent of Landlord first 
obtained. Landlord shall not unreasonably withhold such consent. A consent by 
Landlord to one transfer, assignment, or subletting, or one occupation of the 
premises by another person shall not be deemed a consent to any subsequent 
transfer, assignment, subletting or occupation. Should Tenant attempt to make 
or suffer to be made any such transfer, assignment, subletting or occupation, 
except with the consent of Landlord as provided above, or should any of 
Tenant's rights under this lease be sold or otherwise transferred by or under 
court order or legal process or otherwise, or should Tenant be adjudged 
insolvent or bankrupt, then in any of the foregoing events Landlord may, at 
its option, terminate this lease forthwith by written notice thereof to 

   Any request for assignment or subletting shall be made by the Tenant in 
writing, to the Landlord, and shall include the following documentation:

      (1)   all transaction documents;

      (2)   all financing documents;

      (3)   the identity of any formal escrow holder;

      (4)   escrow instructions;

      (5)   a summary of the proposed assignee's or sublessee's business 

      (6)   a personal financial statement of the proposed assignee or 
            sublessee or proposed guarantor;

      (7)   proposed assignee's or sublessee's business and personal tax 
            returns for the past three years;

      (8)   a copy of the proposed assignee's or sublessee's business plan;

      (9)   a list of all key employees, partners, and financial backers in 
            the proposed venture;

     (10)   a description of improvements to be made to the premises and how 
            they are to



            be financed; and

     (11)   business, trade, and personal references.

   24.   REFINANCING BY LANDLORD. Landlord shall have the right at any time 
to sell the premises and assign its interest in the lease without 
further recourse on the part of Tenant. In the event that Landlord 
shall sell its interest in the premises during the term of this
lease, then after the effective date of such transfer Landlord 
shall be released and discharged from any and all further 
obligations and responsibilities under this lease except those 
already accrued.

   25.   ACCORD AND SATISFACTION. No payment by Tenant or receipt by 
Landlord of a lessor amount than the rent herein provided shall be 
deemed to be other than on account of the earliest rent due and 
payable hereunder, 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 may accept any such 
check of payment without prejudice to Landlord's right to recover 
the balance of such rent or pursue any other proper remedy.

   26.   SUBORDINATION AND OFFSET. Tenant agrees that this lease 
shall be subject to any mortgage, trust deed, or encumbrance 
hereafter placed upon said property by Landlord or its successors 
in interest to secure the payment of monies loaned, interest 
thereon, and other obligations. Tenant also agrees to execute, 
acknowledge and deliver to Landlord, from time to time upon 
request, an offset statement or estoppel certificate containing such 
facts pertaining to this lease as a purchaser or lender may 
require, provided such facts are within the knowledge of or are 
available to Tenant.

   27.   DEFAULT. In the event of default in the payment of any 
installment of rent, or in the performance of any other covenant or 
condition of this lease, which default may continue for ten (10) 
days after notice and demand in writing by Landlord to correct such 
default, or if Tenant abandons the property prior to the expiration 
of the term provided for in this agreement, the Landlord may at 
his option terminate this lease and recover damages from Tenant, 
including (a) the worth at the time of award of the unpaid rent 
which has been earned at the time of termination; (b) the worth at 
the time of award of the amount by which the unpaid rent which 
would have been earned after termination until the time of award 
exceeds the amount of such rental loss that Tenant proves could 
have been reasonably avoided; (c) the worth at the time of award of 
the amount by which the unpaid rent for the balance of the term 
after the time of award exceeds the amount of such rental loss for 
such period that Tenant proves could be reasonably avoided; and (d) 
any other amount necessary to compensate Landlord for all the 
detriment proximately caused by Tenant's failure to perform his 
obligations under this lease, or which in the ordinary course of 
things would be likely to result therefrom. Alternatively, in the 
event of such default, Landlord may elect not to terminate the 
Tenant's right to possession, and the lease shall then remain in 
effect and Landlord may enforce rights and remedies under the 
lease, including the right to recover rent as it becomes due.

   28.   CUMULATIVE REMEDIES. All remedies given to Landlord in 
this lease shall not be exclusive but shall be cumulative and in 
addition to all remedies now or hereafter allowed by law.



   29.   TENANT'S PROPERTY. Tenant agrees to insure the contents of 
the building against fire, theft, vandalism, and such other hazards 
as are readily insurable under a normal "fire and extended 
coverage" policy, and to provide Landlord with a copy of such 
policy or any policies, and any modifications or replacements 
thereto, within thirty (30) days of execution of this lease. Tenant 
shall be responsible for and shall pay before delinquency all 
municipal, county or state taxes assessed during the term of this 
lease against any leasehold interest or personal property of any 
kind, owned by or placed in, upon, or about the leased premises by 

   30.   LOSS AND DAMAGE TO TENANT'S PROPERTY. Landlord shall not be 
liable for any damage to property of Tenant or of others located on 
the leased premises, nor for the loss of or damage to any property 
of Tenant or of others by theft or otherwise. Landlord shall not be 
liable for any injury or damage to persons or property resulting 
from fire, explosion, falling plaster, gas, electricity, water, rain 
or leaks from any part of the leased premises or the common areas, 
or from the pipes, appliances or plumbing works or from the rook, 
street or subsurface or from any other place or by any other cause 
of whatsoever nature. Landlord shall not be liable for any such 
damage caused by other tenants or persons in the leased premises, 
occupants of adjacent property, of the common area, or the public, 
or caused by operations and construction of any private, public or 
quasi-public work. All property of Tenant kept of stored on the 
leased premises shall be so kept or stored at the risk of Tenant 
only and Tenant shall hold Landlord harmless from any claims arising 
out of such damage to the same, including subrogation claims by 
Tenant's insurance carriers, unless such damage shall be caused by 
the willful act or gross neglect of Landlord, and through no fault 
of Tenant.

   31.   WAIVER. The failure of Landlord to enforce any right or 
remedy for violation by Tenant of any term or condition of this 
agreement shall not be deemed to be a consent by Landlord to such 
violation, and shall not bar, estop or prevent Landlord from 
enforcing such right or remedy either for such violation or for any 
subsequent breach of any term, condition or covenant hereof.

   32.   LEGAL EXPENSES. Tenant shall pay to Landlord all amounts 
for reasonable attorneys' fees incurred by Landlord in connection 
with any breach or default under this lease or incurred in order to 
enforce the terms or provisions hereof. Such amount shall be 
payable upon demand. In addition, in the event that any action 
shall be instituted by either of the parties hereto for the 
enforcement of any of its rights or remedies in or under this 
lease, the prevailing party shall be entitled to recover from the 
other party, all costs incurred by said prevailing party in said 
action, including reasonable attorneys' fees to be fixed by the 
court therein.

   33.   NOTICES. All notices in writing required by this agreement 
may be personally served or may be mailed to the following 

   Landlord:  Natividad Plaza Partners
              c/o Central California Management Co.
              80 Garden Ct., Ste. 210
              Monterey, CA  93940
              Phone (408) 646-1900  Fax (408) 656-1299



   Tenant:    The California Culinary Academy
              625 Polk St.
              San Francisco, CA  95102

   34.   TIME. Time is of the essence of this agreement.

   35.   ENTIRE AGREEMENT.  This agreement constitutes the entire 
agreement between the parties pertaining to the subject matter 
contained in it and to the leased premises, and supersedes all 
prior and contemporaneous leaves, agreements, representations, and 
understandings of the parties. No supplement, modification, or 
amendment shall be binding unless executed in writing by all of the 

   36.   PARTIAL INVALIDITY. If any term, covenant, or condition of 
this lease or the application thereof to any person or circumstance 
shall, to any extent, be invalid or unenforceable, the remainder of 
this lease, or the application of such term, covenant, or condition 
to persons or circumstances other than those as to which it is held 
invalid or unenforceable, shall not be affected thereby and each 
term, covenant, or condition of this lease shall be valid and be 
enforced to the fullest extent permitted by law.

   37.   SUCCESSORS. All rights and liabilities herein given to, or 
imposed upon, the respective parties hereto shall extend to and 
bind the several respective heirs, executors, administrators, 
successors, and assigns of the said parties; and if there shall be 
more than one tenant, they shall all be bound jointly and severally 
by the terms, covenants and agreements herein. No rights, however, 
shall inure to the benefit of any assignee of Tenant, unless the 
assignment to such assignee has been approved by Landlord as 
provided above.

   38.   NO REPRESENTATIONS. Tenant agrees that Landlord has not 
made and Tenant is not relying on any representations, whether 
verbal or written, by Landlord, his agents or employees.

   39.   CHRONIC DELINQUENCY. Chronic delinquency by Tenant with 
payment of rent, monthly charges, periodic charges or any other 
amounts required to be paid by Tenant under this Lease shall 
constitute a breach of this Lease. Chronic delinquency shall be 
defined as any failure by Tenant to pay or submit within ten (10) 
days of the due date its rent and/or charges required for any three 
(3) months, consecutive or nonconsecutive, during any twelve (12) 
month period.

   40.   HAZARDOUS AND TOXIC SUBSTANCES. Tenant shall not use, generate, 
store or dispose, or give consent to anyone else to use, generate, store 
or dispose, any hazardous, toxic, or radioactive materials 
[hereinafter referred to collectively as "Hazardous Materials"]. As 
herein used, Hazardous Materials shall include, without limitation, 
those materials identified in Sections 66680 through 66685 of Title 22 
of the California Administrative Code Division 4, Chapter 30, as amended 
from time to time, and those substances defined as "hazardous 
substances", "hazardous materials', and "hazardous waste", or other 
similar designations in the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended, 42 USC, Section 9601 
ET SEQ., the Hazardous Materials Transportation Act, 49 USC, Section 
1801 ET SEQ., and any other governmental statutes, laws, ordinances, 
rules, and regulations now or hereafter in effect. Tenant



shall indemnify, defend and hold Landlord from and against any and 
all claims, damages, costs and liabilities, including all 
foreseeable and unforeseeable consequential damages, directly or 
indirectly arising out of the use, generation, storage, or disposal 
of Hazardous Materials by Tenant or any person claiming under 
Tenant, including, without limitation, the cost of any required or 
necessary repair, cleanup, or detoxification and the preparation of 
any closure or other required plans, whether such action is 
required or necessary prior to or following the termination of this 
lease, to the full extent that such action is attributable, 
directly or indirectly, to the use, generation, storage, or 
disposal of Hazardous Materials by Tenant or any person claiming 
under Tenant. Neither the written consent by Landlord to the use, 
generation, storage or disposal of Hazardous Materials nor the 
strict compliance by Tenant with all statutes, laws, ordinances, 
rules and regulations pertaining to Hazardous Materials shall 
excuse Tenant from Tenant's obligation of indemnification pursuant 
to this paragraph. Tenant's obligation pursuant to the foregoing 
indemnity shall survive the termination of this lease.

   41.   WAIVER OF JURY. Landlord and Tenant hereby waive their 
respective right to      to trial by any cause of action, claim, 
counterclaim or cross-complaint in any action, proceeding and/or 
hearing brought by either Landlord against Tenant or Tenant against 
Landlord on any matter whatsoever arising out of, or in any way 
connected with, this lease, the relationship of Landlord and 
Tenant, Tenant's use or occupancy of the Premises, or any claim of 
injury or damage, or the enforcement of any remedy under any law, 
statute, or regulation, emergency or otherwise, now or hereafter in 

   42.   OPTION. In the event that Tenant is not in default with 
respect to any of the provisions of this Lease agreement, Tenant 
shall have the right to extend the lease term for one additional 
period(s) of five (5) years provided that Tenant notifies Landlord 
in writing not less than ninety (90) days prior to the termination 
of the initial lease term of Tenant's intention to extend. The 
amount of monthly rental shall be the fair market rental as of the 
date of commencement of the option period as mutually agreed upon 
by the parties, and shall otherwise be subject to all of the terms 
and conditions of this Lease, including but not limited to triple 
net charges and CPI adjustments. In the event the parties cannot 
agree upon the amount of fair market rental, the parties shall 
agree upon an appraiser to fix the rental for the option period at 
fair market rental. In the event the parties cannot agree upon an 
appraiser, either party may petition the Superior Court of the 
State of California for the County of Monterey to have the court 
appoint such an appraiser with each party to bear one-half of the 
cost of such appraiser.

promptly apply for necessary permits, consents and a certificate of 
occupancy. In the event that Tenant is not able to obtain such 
permits, consents or certificate of occupancy without agreeing to 
conditions which in Tenant's sole judgement are unduly burdensome 
to Tenant, Tenant shall have the right to terminate this lease and 
receive a full refund of any moneys paid to Landlord hereunder. 
Tenant shall not unreasonably terminate this lease. Landlord 
warrants that the premises are in compliance with the Americans 
with Disabilities Act as of the date hereof.

   44. TENANT IMPROVEMENTS. All tenant improvements shall be paid 
for by Tenant. Tenant agrees to pay Landlord One Hundred Fifty 
Thousand Dollars ($150,000.00) for all existing Tenant 
improvements. Tenant agrees to deposit said sum with Landlord as 



for early possession, free rent and other lease concessions on 
July 1, 1996.

   45.   APPROVAL OF PLANS. Tenant shall submit all plans, 
specifications, and proposed choice of contractor to Landlord for 
approval; Landlord shall not unreasonably withhold approval of the 
same. Landlord's approval or disapproval shall be communicated in 
writing within five (5) business days of submission of the same to 
Landlord. In the event Landlord does not approve the same, Tenant 
may terminate this Lease, with neither party having any obligation 
to the other, provided that Tenant gives written notice of the same 
to the Landlord within five (5) days of the date Landlord's 
approval or disapproval was required to be furnished.

   46.   LIENS. Tenant agrees to keep all of the leased premises 
and every part thereof and all buildings and other improvements 
within which the same are located free and clear of and from any 
and all mechanic's, materialmen's and other liens for work or labor 
done, service performed, materials, appliances, transportation or 
power contributed, used or furnished to be used in or about the 
leased premises to or on the order of Tenant, and Tenant shall 
promptly and fully pay and discharge any and all claims upon which 
any such lien may or could be based within ten (10) days after 
learning of the existence thereof and Tenant shall save and hold 
Landlord and all of the leased premises and all buildings and 
improvements within which the same are contained free and harmless 
of and from any and all such liens and claims of liens and suits or 
other proceedings arising out of materials or services furnished to 
or on the order of Tenant. Tenant shall provide Landlord five (5) 
business days' notification prior to the commencement of any work 
or improvement to allow Landlord opportunity to post a notice of 

TENANT:                                LANDLORD:


By  illegible                          By   illegible
  -------------------------              -----------------------



                                 EXHIBIT "A"

                           [Restaurant Floor Plan]