Sample Business Contracts

California-Santa Monica-1425 Montana Avenue Lease - Fireside Liquors Inc. and Wild Oats Markets Inc.

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  • 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 AGREEMENT OF LEASE executed in duplicate at Santa Monica,
California this 15th day of September, 1994, is by and between Fireside
Liquors, Inc., hereinafter referred to as "Lessor," and Wild Oats Markets Inc.,
hereinafter referred to as "Lessee."


         A.      Lessor is the owner of or party in control with full power and
authority to lease the property and improvements commonly known as:  1425

         B.      The subject matter of this agreement is the real estate
described above and none other.  There is no business opportunity being sold,
leased, offered for sale or lease or being purchased.  The improvement on said
real estate being leased is a retail shop/store front.  The real estate and
improvements together, hereinafter shall be referred to as the "Premises."

         C.      Lessee warrants that he or his agents have inspected the
Premises and accepts same in "as is" condition and therefore enters into this
agreement with no contingencies.

         D.      Lessor makes no warranties as to the legality, economic
feasibility or acceptability as to the intended purpose Lessee has in mind for
the Premises now or in the future.

         E.      This agreement together with any attached exhibits is intended
to be a legally binding contract.  If Lessee has any questions relative to the
terms, covenants, conditions or provisions herein, he is advised to consult an
attorney prior to executing this agreement.

         F.      Any exhibits attached hereto are hereby made a part hereof by
reference.  If a conflict in terms or language should result between any
exhibit and this agreement, the terms and language of the exhibit shall
prevail.  To be valid, exhibits must be signed by the parties hereto and their
number and identification listed in the space provided below.  These exhibits
are identified as:  EXHIBIT "A."

         NOW, THEREFORE, in consideration of the foregoing recitals and their
mutual promises and agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, Lessee and Lessor
hereby agree as follows:

<PAGE>   2
                                   LEASE TERM

         The term of this lease shall be ten years commencing on the 1st day of
June, 1995, and ending at midnight Pacific Time on the 31st day of May, 2005.


         Monthly rent shall be paid in advance on the 1st day of each month
beginning with the month of September 1995, except that the first month's rent
due on or before September 1, 1995 shall be paid on or before June 1, 1995.
The beginning base monthly rent shall be TWENTY FOUR THOUSAND DOLLARS

         The base rent shall be adjusted as follows during the term of this

         BASE RENT

                 MONTHS  1 -  36  $24,000.00 PER MONTH NNN
                 MONTHS 37 -  48  $20,000.00 PER MONTH NNN
                 MONTHS 49 -  60  $24,000.00 PER MONTH NNN
                 MONTHS 61 - 120  $27,600.00 PER MONTH NNN

                                TRIPLE NET LEASE

         The parties acknowledge that this lease is what is commonly called a
triple net lease, it being understood that Lessor shall receive the rent set
forth in the preceding paragraph free and clear of any and all impositions,
taxes, liens, charges or expenses of any nature whatsoever in connection with
the ownership and operation of the Premises.  In addition to the rent reserved
by the preceding paragraph, Lessee shall pay to the parties respectively
entitled thereto all impositions, insurance premiums, operating charges,
maintenance charges, construction costs and any other charges, costs and
expenses which arise or may be contemplated under any provisions of this lease
during the term hereof.  All of such charges, costs and expenses shall
constitute additional rent, and upon the failure of Lessee to pay any of such
costs, charges or expenses, Lessor shall have the same rights and remedies as
otherwise provided in this lease for the failure of Lessee to pay rent.

                        LEASE DEPOSITS AND PREPAID RENT

         Lessor hereby credits Lessee's rental account with TWENTY FOUR
THOUSAND DOLLARS ($24,000.00) as a security deposit to secure the performance
of this lease.  It is agreed by the parties hereto that the security deposit
shall be used to offset Lessor costs in the event of a Lessee default of any
covenant or term herein.  If Lessee fails to comply with the full and timely
performance of any or all of Lessee's covenants and obligations set forth in
this lease, then Lessor may, from time to time, without waiving any other
remedy available to Lessor, use the security deposit, or any portion of

<PAGE>   3
it, to the extent necessary to cure or remedy such failure or to compensate
Lessor for all damages sustained by Lessor resulting from Lessee's failure to
comply fully and timely with its obligations pursuant to this lease.  Lessor's
obligations with respect to the security deposit are those of a debtor and not
a trustee.  Lessor shall not be required to maintain the security deposit
separate and apart from Lessor's general or other funds, and Lessor may
commingle the security deposit with any of Lessor's general or other funds.
Lessee shall not at any time be entitled to interest on the security deposit.

         On the thirty-seventh (37th) month of operation, if Lessee has not
been in default of this Lease (or any of the terms, conditions, or duties
herein contained), Lessor shall refund to Lessee the security deposit herein.

                            SUBLEASE AND ASSIGNMENT

         Lessee is prohibited from subleasing or assigning his interest herein,
either in part or in total, to anyone without the prior written consent of
Lessor.  Any attempt to sublease or assign any interest, or part thereof, by
Lessee, without Lessor's written consent, shall be deemed a material breach of
this lease.  In the event Lessor should give permission for one such sublease
or assignment by Lessee, the permission granted on one occasion shall not be
deemed permission for any subsequent sublease or assignment.  Consent to
sublease or assign shall be at the sole discretion of the Lessor which consent
shall not be unreasonably withheld.  It is agreed, however, that Lessor shall
use the prospective sublessee or assignee's financial and business experience
criteria to determine whether or not to give consent to Lessee's sublease or

                                WASTE - NUISANCE

         Lessee agrees not to commit nor to suffer to be committed any of the
following:  (a) any waste upon said premises; (b) any nuisance; (c) any action
which will increase the rate of insurance upon the building(s) of which said
premises are a part (the "building") or cause a cancellation of any insurance
policy covering said building or any part thereof.

                                   HOLD OVER

         Lessee shall, upon the termination of this lease, quit the Premises
and surrender the same in good order and condition, subject to reasonable use
and wear.  In the event Lessee holds over with the consent of the Lessor, then
there shall exist a month-to-month tenancy under terms and conditions set forth
at that time by the Lessor.


         Lessee shall at its expense defend, indemnify, and hold Lessor and
Lessor's agents, contractors, licensees, employees, directors, officers,
partners and trustees (collectively, "Lessor's Employees") harmless from and
against any and all claims, arising out of or in connection with Lessee's use
of the Premises or the project (which

<PAGE>   4
project is commonly referred to as FIRESIDE PLAZA) of which the Premises are a
part (the "Project"), the conduct of Lessee's business, any activity, work or
things done, permitted or allowed by Lessee in or about the Premises or the
Project, including the installation of alterations, Lessee's or Lessee's
Employees' nonobservance or nonperformance of any statute, law, ordinance, rule
of regulation, or any negligence or willful act or failure to act of Lessee or
Lessee's Employees.


         A.      Lessee's Insurance.  Lessee shall have the following insurance

                 a.       Liability Insurance.  Lessee shall obtain and keep in
full force a policy of comprehensive general liability and property damage
insurance (including but not limited to automobile, personal injury, broad form
contractual liability, owner's (i.e., Lessee's) contractors protective and
broad form property damage) under which Lessee is named as the insured and
Lessor, Lessor's agent and any lessors and mortgagees (whose names shall have
been furnished to Lessee) are named as additional insureds.  The minimum limits
of liability shall be a combined single limit with respect to each occurrence
of not less than Two Million Five Hundred Thousand Dollars ($2,5000,000.00).
The policy shall be primary coverage for Lessee and Lessor for any liability
arising out of Lessee's and Lessee's Employees' use, occupancy or maintenance
of the Premises and all areas appurtenant thereto.  Such insurance shall
provide that it is primary insurance and not "excess over" or contributory.
The policy shall contain a severability of interest clause.  Not more
frequently than once each year, if, in the reasonable opinion of Lessor's
lender or of the insurance consultant retained by Lessor, the amount of public
liability and property damage insurance coverage at that time is not adequate,
Lessee shall increase the insurance coverage as reasonably required by either
Lessor's lender or Lessor's insurance consultant.

         b.      Lessee's Property Insurance.  Lessee at its cost shall
maintain on all leasehold tenant improvements and on all of Lessee's personal
property in, on or about the Premises, an "all risk" Property policy containing
an agreed percent (90%) of the full replacement cost valuation.  The proceeds
from any such policy shall be used by Lessee for the replacement of such
leasehold tenant improvements and personal property.

         c.      Workers' Compensation Insurance.  Lessee shall maintain
Workers' Compensation insurance as required by law and Employer's Liability
insurance in an amount not less than five Hundred Thousand Dollars ($500,000).

         d.      Business Interruption/Extra Expense Insurance.  Lessee shall
maintain loss of income, business interruption and extra expense insurance in
such amounts as will reimburse Lessee for direct or indirect loss of earnings
and incurred costs attributable to the perils commonly covered by Lessee's
property insurance described above but in no event less than One Million
Dollars ($1,000,000.00).  Such insurance will be carried with the same insurer
that issues Lessee's property insurance.

<PAGE>   5
         e.      Other Coverage.  Lessee, at its cost, shall maintain such
other insurance as Lessor may reasonably require from time to time.

         f.      Insurance Criteria.  All the insurance required to be
maintained by Lessee under this lease shall:

                 i.       Be issued by insurance companies authorized to do
business in the state of California, with a financial rating of at least an
A:XIII status for any property insurance and B+:IX for any liability insurance
as rated in the most recent edition of Best's Insurance Reports;

                 ii.      Be issued as a primary policy;

                 iii.     Contain an endorsement requiring thirty (30) days
written notice from the insurance company to both parties and to Lessor's
lender before cancellation or any material change in the coverage, scope, or
amount of any policy; and

                 iv.      With respect to property loss or damage, a waiver of
subrogation must be obtained, as required by Subsection D below.

                 g.       Evidence of Coverage.  A certificate of insurance
with a list of endorsements shall be deposited with Lessor at the commencement
of the term, and on renewal of the policy a certificate of insurance listing
the insurance coverages required hereunder and naming Lessor and any other
interested parties as additional insured shall be deposited with Lessor not
less than seven (7) days before expiration of the term of the policy.

         B.      Lessor's Insurance.  Lessor shall have the following insurance

         Lessor shall maintain in effect at all times fire and hazard "all
risk" insurance covering one hundred percent (100%) of the full replacement
cost valuation of the building and Lessor's personal property including its
business papers, furniture, fixtures, and equipment, subject to commercially
reasonable deductibles, in the event of fire, lightning, windstorm, vandalism,
malicious mischief and all other risks normally covered by "all risk" policies
for similar commercial/retail properties in the vicinity of the Project.
Lessor shall also obtain and keep in full force (a) a policy of commercial
general liability and property damage insurance, and (b) loss of rent

         C.      Assumption of Risk/Waivers of Subrogation/Minimization of
Duplication of Insurance Coverage/Limitations on Liability and Damages.

                 a.       Purpose.  The purpose of this provision is to allow
Lessor and Lessee to allocate and assume certain risks to coincide with
insurance coverages required to be maintained pursuant to the terms of this
lease.  Lessor and Lessee recognize the

<PAGE>   6
benefit that each will receive from the waivers of subrogation each is required
to obtain pursuant to this Subsection and Subsection D below and that there are
significant advantages to each in connection with minimizing duplication of
insurance coverage.  Lessor and Lessee further agree to accept and place
certain limitations on each other's respective liabilities and responsibility
for damages to coincide with required insurance coverages.

                 b.       Property Insurance.      Lessor agreed to insure, in
accordance with subsection B above, the building, the Project and Lessor's
personal property including its business papers, furniture, fixtures, and
equipment (collectively, "Lessor's Property").  Accordingly, Lessor agrees that
Lessee will have no liability to Lessor in the event that Lessee damages or
destroys, negligently or otherwise, all or any part of Lessor's Property,
except to the extent said damage and/or destruction is not covered by
insurance.  Lessor will cause to be placed in its insurance policies covering
Lessor's Property a waiver of subrogation so that its insurance company will
not become subrogated to Lessor's rights and will not be able to proceed
against Lessee in connection with any such damage or destruction which is
covered by said insurance.

                 Lessee agrees to insure in accordance with Subsection A above
all leasehold tenant improvements and Lessee's personal property including its
business papers, furniture, fixtures, and equipment (collectively, "Lessee's
Property".  Accordingly, Lessee agrees that Lessor will have no liability to
Lessee in the event Lessor damages or destroys, negligently or otherwise, all
or any part of Lessee's Property.  Lessee will cause to be placed in its
insurance policies covering Lessee's Property a waiver of subrogation so that
the insurance company will not become subrogated to Lessee's rights and will
not be able to proceed against Lessor in connection with any such damage or

                 Lessor shall not be responsible or liable to Lessee for any
damages or destruction to Lessee's Property caused by Lessor's employees,
agents, or independent contractors (collectively, "Lessor's Associates"), and
Lessee hereby releases Lessor from any claims resulting from damage or
destruction to Lessee's Property caused directly or indirectly by Lessor and/or
Lessor's Associates; provided, however, nothing herein shall be deemed to
release Lessor's independent contractors from any such claims Lessee may have
against Lessor's independent contractors.

                 c.       Damage to Business and Loss of Rents.  Lessor shall
carry continuation of rent insurance and Lessee shall be responsible for
carrying business interruption insurance (extra expense insurance) all in
accordance with this Section of the lease.  Accordingly, in the event that
Lessor's Property is damaged or destroyed because of any act or conduct,
negligent or otherwise, by Lessee and/or by Lessee's Associates, Lessor shall
have no rights against Lessee and hereby releases Lessee from all Claims,
including claims for loss of rent, by Lessor directly or indirectly resulting
from the damage or destruction of Lessor's Property by conduct by Lessee and/or
by Lessee's Associates.  Likewise, in the event that Lessee's Property is
damaged or destroyed

<PAGE>   7
because of any act or conduct, negligent or otherwise, by Lessor and/or by
Lessor's Associates, Lessee shall have no rights against Lessor and hereby
releases Lessor from all claims by Lessor directly or indirectly resulting from
the damage or destruction of Lessee's Property by the conduct of Lessor and/or
Lessor's Associates; provided, however, nothing herein shall be deemed to
release Lessee's or Lessor's independent contractors from any liability to
Lessee and/or Lessor.

                 d.       Injury and Death to Individuals.  Lessor and Lessee
understand that waivers of subrogation do not apply to injury and death to
individuals.  Lessor and Lessee shall each carry insurance, as provided by this
Section of the lease, in connection with injury and death to individuals.
Lessor hereby agrees to indemnify and hold harmless Lessee from any liability
which Lessee may otherwise have with respect to injury or death to individuals
occurring within the Project but outside the Premises except to the extent that
such injury or death is caused by the negligence of Lessee and/or Lessee's
Associates and is not covered by the insurance Lessor is required to carry
under this lease.  Likewise, Lessee agrees to defend and hold harmless Lessor
from any liability for injury or death to persons occurring within the Premises
except to the extent such injuries or death are caused by the negligence of
Lessor and/or Lessor's Associates and is not covered by the insurance Lessee is
required to carry under this lease.

                 e.       Abatement of Rent.  Except as provided in the
Destruction of Premises and Eminent Domain Sections of this lease, Lessee shall
not otherwise be entitled to rent abatement and shall not otherwise have, and
hereby releases Lessor from, any Claims resulting from Lessee's inability to
utilize all or any part of the Premises.

                 f.       Limitation of Liability and Damages.  Lessor agrees
that in the event of a default by Lessee under the lease, Lessor will not have
a right to collect from Lessee a greater amount of rent than Lessor would have
been able to collect in the event that Lessee did not default under the lease.
Lessor further agrees that it will use commercially reasonable efforts to
mitigate its damages in connection with any default by Lessee.  Nothing herein
shall be construed to prevent Lessee or Lessor, if it is the prevailing party
in connection with any litigation, dispute, or controversy between Lessor and
Lessee, from collecting, and each agrees that under such circumstances the
other shall have a right to collect and shall be awarded, (a) its reasonable
attorneys' fees, costs, and expenses incurred in connection with any such
litigation, dispute, or controversy and (b) interest, at the Interest Rate, on
any amounts not paid when due.

         D.      Allocation of Insured Risks/Subrogation.   Lessor and Lessee
release each other from any claims and demands of whatever nature for damage,
loss or injury to the Premises and/or the building and/or the Project, or to
the other's property in, on or about the Premises and the building and the
Project, that are caused by or result from risks or perils insured against
under any property insurance policies required by the lease to be carried by
Lessor and/or Lessee and in force at the time of any such damage, loss or
injury.  Lessor and Lessee shall cause each insurance policy obtained by them
or either of them to provide that the insurance company waives all right of
recovery by way of

<PAGE>   8
subrogation against either Lessor or Lessee in connection with any damage
covered by any such policy or policies.  Neither Lessor nor Lessee shall be
liable to the other for any damage caused by fire or any of the risks insured
against under any insurance policy required by the lease.  If an insurance
policy cannot be obtained with a waiver of subrogation, or is obtainable only
by the payment of an additional premium charge above that charged by insurance
companies issuing policies without waiver of subrogation, the party undertaking
to obtain the insurance shall notify the other party of this fact.  The other
party shall have a period of ten (10) days after receiving the notice either to
place the insurance with a company that is reasonably satisfactory to the other
party and that will carry the insurance with a waiver of subrogation at no
additional cost, or to agree to pay the additional premium if such a policy is
obtainable at additional cost.  If the insurance cannot be obtained or the
party in whose favor a waiver of subrogation is desired refuses to pay the
additional premium charged, the other party is relieved of the obligation to
obtain a waiver of subrogation with respect to the particular insurance

                            EXPENSES PAID BY LESSEE

         Lessee shall pay to the appropriate party and in a timely manner all
expenses associated with its occupancy of the Premises, including, but not
limited to: (a) utilities, including water as shown on the water meter
installed in the Premises; (b) interior and exterior maintenance (of every type
and kind whether structural or non-structural) for the Premises except Lessor
is responsible for those expenses that are considered to be capital
improvements; (c) plate glass insurance and repair; (d) sign and awning repair
replacement, and maintenance; (e) roof, except lessor is responsible for those
expenses that are considered to be capital improvements, electrical and
plumbing repairs and maintenance; (f) plaza trash removal and the cleaning and
sanitizing of the trash removal area located in the Project; and (g) all
personal property and personal taxes, assessments, and licenses.  for the
purposes of this paragraph, Lessor may elect to undertake repair(s) of those
items specified above in sub-paragraphs (d) and (e) if Lessee fails to act
after notice of Lessor's intent to repair.  In the event Lessor shall elect to
undertake such repair(s), then Lessee shall promptly reimburse Lessor upon
Lessor's submitting a bill for reasonable costs of said repair(s).

         Lessee shall also pay to Lessor a pro rata share of the cost(s) of the
operation, maintenance and/or repair of the building and the common areas of
the FIRESIDE PLAZA shopping center (sometimes referred to herein as the
"Project").  Lessee's share of the property taxes, assessments, fees,
insurance, common area and building operation, maintenance and repairs shall be
computed by adding the property taxes, assessments, fees insurance premiums,
etc./bills for operation, maintenance and repairs of the properties located at
1401 through 1427 Montana and north to a depth of 170 feet (150' by 300') and
the sum thereof shall be divided by the total square footage of rentable area
in such properties to provide a "building per foot" cost, the parties agreeing
that for purposes of this calculation the total amount of square footage of
rentable area in such properties is 19,000.  This building per foot cost shall
then be multiplied by EIGHT

<PAGE>   9
THOUSAND TWO HUNDRED FIFTY (8,250) to yield the Lessee's share of the said
expense(s).  Said sum is due and payable upon presentation by Lessor of a
statement to Lessee.  During the first lease year common area maintenance (CAM)
charges, taxes and insurance are estimated to be no more than $2.00 per square
foot.  Both parties agree that CAM shall not, barring any extraordinary
expenses, increase by more than 5% per year.

Lessee shall also pay not later than fifteen (15) days before they become
delinquent all taxes and assessments of every nature levied or assessed during
the term of this lease on the property or any fixtures, equipment or furniture
or personal property located on the Premises, Lessee shall furnish Lessor with
proof of such payment not later than five (5) days before such tax or
assessment becomes delinquent.


         A.      Use of Premises.  The Premises shall be used only for: RETAIL
FOOD/GROCERY STORE AND RELATED USES and for no other purpose without the
written consent of the Lessor, and Lessee shall, as a material part of the
consideration for this lease, not permit the Premises or any part thereof to be
used for (1) the conduct of any offensive, noisy or dangerous activity that
would increase the premiums for fire insurance on the Premises or the building;
(2) the creation of maintenance of a public nuisance; (3) anything which is
against public regulations or rules of any public authority at any time
applicable to the Premises; or (4) the sale or consumption of any alcoholic
beverages or storage, displaying, gifting or dealing in any alcoholic
beverages.  Furthermore, Lessee acknowledges that the success of the Project as
a whole depends on the quality of the operation, service and merchandise
maintained by Lessee in the Premises.  As a material consideration by Lessor to
enter into this lease, Lessee will at all times maintain the quality of the
operation, service and merchandise maintained by Lessee in the Premises
consistent with a first-class retail food and grocery market at least
comparable to the present quality of operation, service and merchandise
typically found in a "Mrs. Gooch's" type of food market.

         B.      Hours of Operation.  Lessee shall, during the term of this
lease and any extensions thereof, unless prevented by conditions beyond
Lessee's control, conduct business of the nature specified above on the
Premises in a efficient and diligent manner and keep said Premises open for the
conduct of business from at least 10:00 a.m. to at least 8:00 p.m. seven (7)
days per week, excluding major holidays.  During all hours of operation, the
"Liquor Dept." sign presently located in the Premises (or a suitable
replacement therefor approved by Lessor) shall remain illuminated, it being
agreed and understood that Lessor shall have no obligation to continue to
maintain a liquor store in such remaining portion of the building throughout
the term of this lease.

                            DESTRUCTION OF PREMISES

         Should any building or improvements on the Premises be damaged or
destroyed by fire, the elements, acts of God or other causes, they shall be
repaired or replaced by

<PAGE>   10
Lessor at Lessor's option or election and the rent payable by Lessee pursuant
to this lease shall be abated to the extent such damage or destruction renders
the Premises uninhabitable by Lessee.  The Lessor may, at his option, either
repair and restore the damaged building s and improvements or cancel this lease
and return any unearned rent previously paid under this lease by Lessee.
Notwithstanding the foregoing, if more than 50% of the Premises are damaged or
destroyed, Lessee may, at its option, cancel this lease.

         This Section shall be Lessee's sole and exclusive remedy in the event
of damage or destruction to the Premises, and Lessee, as a material inducement
to Lessor entering into this lease, irrevocably waives and releases Lessee's
rights under California Civil Code Sections 1932(2) and 1933(4).  No damages,
compensation or claim shall be payable by Lessor for any inconvenience, any
interruption or cessation of Lessee's business, or any annoyance arising from
any damage to or destruction of all or any portion of the Premises or the
building or the Project.

                                 EMINENT DOMAIN

         A.      Permanent Taking - When Lease Can Be Terminated.  If the whole
of the Premises, or so much of the Premises as to render the balance unusable
by Lessee, shall be taken under the power of eminent domain, the lease shall
automatically terminate as of the date of final judgment in such condemnation,
or as of the date possession is taken by the condemning authority, whichever is
earlier.  A sale by Lessor under threat of condemnation shall constitute a
"taking" for the purpose of this Section of the lease.  No award for any
partial or entire taking shall be apportioned and Lessee assigns to Lessor any
award which may be made in such taking or condemnation, together with all
rights of Lessee to such award, including, without limitation, any award or
compensation for the value of all or any part of the leasehold estate; provided
that nothing contained in this Section of the lease shall be deemed to give
Lessor any interest in or to require Lessee to assign to Lessor any award made
to Lessee and Lessee shall be entitled to maintain an action for (a) the taking
of Lessee's Personal Property, or (b) interruption of or damage to Lessee's
business, or (c) Lessee's unamortized cost of the leasehold tenant improvements
to the extent paid for by Lessee.

         B.      Permanent Taking - When Lease Cannot Be Terminated.  In the
event of a partial taking which does not result in a termination of the lease
under A above base rent shall be proportionately reduced based on the portion
of the Premises rendered unusable, and Lessor shall restore the Premises or the
building to the extent of available condemnation proceeds.

         C.      Exclusive Remedy.  This Section of the lease shall be Lessee's
sole and exclusive remedy in the event of a taking or condemnation.  Lessee
hereby waives the benefit of California Code of Civil Procedure Section

<PAGE>   11
         D.      Release Upon Termination.  Upon termination of the lease
pursuant to this Section of the lease, Lessee and Lessor hereby agree to
release each other from any and all obligations and liabilities with respect to
the lease except such obligations and liabilities which arise or accrue prior
to such termination.

                             CONDITION OF PREMISES

         Lessee stipulates that he has examined the Premises as well as the
building, the Project and all improvements located on the Premises.  Lessee
acknowledges that Lessee accepts the Premises in their current as-is condition
and that Lessor has not made any representations or warranties of any kind or
type about the condition of the Premises, the building or the Project or its or
their compliance with any applicable codes.  Notwithstanding the foregoing,
Lessor agrees to maintain the building and the plumbing, electrical and HVAC in
good working order until June 1, 1995.


         Lessee expressly agrees to repair and maintain the Premises,
appurtenances, and the interior and exterior of the Premises in good and
sanitary order, condition, and repair during the entire lease term.  It is
expressly understood that the Lessee agrees to undertake such repairs as part
of the consideration for the rental under this lease except as provided for


         All alterations, changes and improvements built, constructed or placed
on the Premises by Lessee, except movable fixtures, equipment and inventory,
shall, unless otherwise provided by written agreement between Lessor and
Lessee, be the property of the Lessor and remain on the Premises at the
expiration or sooner termination of this lease.  Nothing contained in this
paragraph, however, shall authorize the Lessee to make or place any such
alterations, changes or improvements on the Premises without having first
obtained the written consent of Lessor, which consent shall not be unreasonably
withheld.  Landlord's consent shall not be required for non-structural
alterations, changes or improvements in an amount less that $5,000.

                          SUBORDINATION AND ATTORNMENT

         A.      Obligations of Lessee.    The lease and the rights granted to
Lessee by the lease are and shall be subject and subordinate at all times to
(a) all ground or underlying leases affecting all or any part of the Project
now or later existing and all amendments, renewals, modifications, supplements
and extensions of the leases, and (b) all deeds of trust or mortgages now or
later affecting or encumbering all or any part of the Project and/or any ground
or underlying leasehold estate; provided however, that if Lessor or any lessor
under an existing ground lease or beneficiary under an existing deed of trust
elects at any time to have Lessee's interest in the lease be or become
superior, senior or prior to

<PAGE>   12
any such instrument, then upon receipt by Lessee of written notice of such
election, Lessee shall immediately execute all necessary subordination
instruments or other documents confirming the subordination of such mortgage,
deed of trust, ground or underlying lease to the lease.

         B.      Attornment by Lessee.  In the event of the cancellation or
termination of any or all ground or underlying leases affecting all or any part
of the Project in accordance with its terms or by the surrender thereof,
whether voluntary, involuntary or by operation of law, or by summary
proceedings, or in the event of any foreclosure of any or all mortgages or
deeds of trust encumbering the Project by trustee's sale, voluntary agreement,
deed in lieu of foreclosure, or by the commencement of any judicial action
seeking foreclosure, Lessee, at the request of the then landlord under the
lease, shall attorn to and recognize (a) the ground or underlying lessor, under
the ground or underlying lease being terminated or canceled, and (b) the
beneficiary or purchaser at the foreclosure sale, as Lessee's landlord under
this lease, and Lessee agrees to execute and deliver at any time upon request
of such ground or underlying lessor, beneficiary, purchaser, or their
successors, any instrument to further evidence such attornment.  Lessee hereby
waives its right, if any, to elect to terminate the lease or to surrender
possession of the Premises in the event of any such ground or underlying lease
cancellation or termination or mortgage or deed of trust foreclosure.

                               NO LIENS BY LESSEE

         Lessee shall at all times keep the Premises, the building and the
Project free from any liens arising out of any work performed or allegedly
performed, materials furnished or allegedly furnished or obligations incurred
by or for Lessee.  At any time Lessee either desires or is required to make any
alterations, Lessor may require Lessee, at Lessee's sole cost and expense, to
obtain and provide to Lessor a completion and/or performance bond in a form and
by a surety acceptable to Lessor and in an amount not less than one and
one-half (1-1/2) times the estimated cost of such alterations to insure Lessor
against liability from mechanics' and materialmen's liens and to insure
completion of the work and may also require such additional items or assurances
as Lessor may reasonably request.  Lessee agrees to indemnify and hold Lessor
harmless from and against any and all claims for mechanics', materialmen's or
other liens in connection with any alterations, repairs, or any work performed,
materials furnished or obligations incurred by or for Lessee.  Lessor reserves
the right to enter the Premises for the purpose of posting such notices of
non-responsibility as may be permitted by law, or desired by Lessor.  Upon
request by Lessee, Lessor agrees to subordinate its liens (common law and
statutory) that exist or may exist on Lessee's equipment, fixtures or inventory
to any bank or other lender.


         Each of the following shall be a default by Lessee and a material
breach of the lease:

<PAGE>   13
         1.      Lessee shall fail to make any payments owed by Lessee under
the lease, as and when due, and where such failure is not cured within five (5)
days following receipt of written notice by Lessee from Lessor.  Any such
notice shall be in lieu of, and not in addition to, any notice required under
Section 1161 of the California Code of Civil Procedure;

         2.      Lessee shall fail to observe, keep or perform any of the
terms, covenants, agreements or conditions under the lease that Lessee is
obligated to observe or perform, other than that described in subparagraph no.
1 above, for a period of thirty (30) days after notice to Lessee of said
failure; provided however, that if the nature of Lessee's default is such that
more than thirty (30) days are reasonably required for its cure, then Lessee
shall not be deemed to be in default under the lease if Lessee shall commence
the cure of such default so specified within said thirty (30) day period and
diligently prosecutes the same to completion.  Such thirty (30) day notice
shall be in lieu of and not in addition to any notice required under Section
1161 of the California Code of Civil Procedure; and

         3.      Lessee shall vacate or abandon the Premises.

                          LESSOR'S REMEDIES AND RIGHTS

         A.      Termination of Lease.       In the event of any default by
Lessee, Lessor shall have the right, in addition to all other rights available
to Lessor under this lease or now or later permitted by law or equity, to
terminate this lease by providing Lessee with a notice of termination.  Upon
termination, Lessor may recover any damages proximately caused by Lessee's
failure to perform under the lease, or which are likely in the ordinary course
of business to be incurred, including any amount expended or to be expended by
Lessor in an effort to mitigate damages, as well as any other damages which
Lessor is entitled to recover under any statute now or later in effect.
Lessor's damages include the worth, at the time of any award, of the amount by
which the unpaid rent for the balance of the term after the time of the award
exceeds the amount of the rental loss that the Lessee proves could be
reasonably avoided.  The worth at the time of award shall be determined by
discounting to present value such amount at three percent (3%) more than the
discount rate of the Federal Reserve Bank in San Francisco in effect at the
time of the award.  Other damages to which Lessor is entitled shall earn
interest at the Interest Rate (as such term is defined in Subsection E.

         B.      Continuation of Lease.    In accordance with California Civil
Code Section 1951.4 (or any successor statute), Lessee acknowledges that in the
event Lessee has breached this lease and abandoned the Premises, this lease
shall continue in effect for so long as Lessor does not terminate Lessee's
right to possession, and Lessor may enforce all its rights and remedies under
this lease, including the right to recover rent as it becomes due under this
lease.  Acts of maintenance or preservation or efforts to relet the Premises or
the appointment of a receiver upon initiative of Lessor to protect Lessor's
interest under this lease shall not constitute a termination of Lessee's right
to possession.

<PAGE>   14
In addition to its other rights under this lease, Lessor has the remedy
described in California Civil Code Section 1951.4 (Lessor may continue the
lease in effect after Lessee's breach and abandonment and recover rent as it
becomes due, if Lessee has the right to sublet or assign, subject only to
reasonable limitations).

         C.      Right of Entry.    In the event of any default by Lessee,
Lessor shall also have the right, with or without terminating this lease, to
enter the Premises and remove all persons and personal property from the
Premises, such property being removed and stored in a public warehouse or
elsewhere at Lessee's sole cost and expense.  No removal by lessor of any
persons or property in the Premises shall constitute an election to terminate
this lease.  Such an election to terminate may only be made by Lessor in
writing, or decreed by a court of competent jurisdiction.  Lessor's right of
entry shall include the right to remodel the Premises and re-let the Premises.
All reasonable costs incurred in such entry and re-letting shall be paid by
Lessee.  Rents collected by Lessor from any other lessee which occupies the
Premises shall be offset against the amounts owed to Lessor by Lessee.  Lessee
shall be responsible for any amounts not recovered by Lessor from any other
lessee.  Any payments made by Lessee shall be credited to the amounts owed by
Lessee in the sole order and discretion of Lessor, irrespective of any
designation or request by Lessee.  No entry by Lessor shall prevent Lessor from
later terminating the lease by written notice.

         D.      Right to Perform.    If Lessee fails to perform any covenant
or condition to be performed by Lessee, Lessor may perform such covenant or
condition at its option, after notice to Lessee.  All reasonable costs incurred
by Lessor in so performing shall immediately be reimbursed to Lessor by Lessee,
together with interest at the Interest Rate (as defined in Subsection E below)
computed from the date incurred by Lessor.  Any performance by Lessor of
Lessee's obligations shall not waive or cure such default.  Lessor may perform
Lessee's defaulted obligation at Lessee's sole cost and expense without notice
in the case of any emergency.  All costs and expenses incurred by Lessor,
including reasonable attorneys' fees (whether or not legal proceedings are
instituted), in collecting rent or enforcing the obligations of Lessee under
the lease shall be paid by Lessee to Lessor upon demand.

         E.      If Lessee defaults in the payment of any installment of rent
hereunder, such installment shall bear interest at the rate of one and one-half
percent (1-1/2%) per month but in no event in excess of the maximum rate
permitted by law (herein referred to as the "Interest Rate") from the date such
payment is due until actually paid.  In like manner, all other obligation,
benefits, and monies which may become due under the terms hereof and which are
paid by either party because of the default of the other, shall bear interest
at the Interest Rate from the date such payments were made until the date the
paying party is reimbursed by the defaulting party therefor.

         F.      Remedies Not Exclusive.   The rights and remedies of Lessor
set forth herein are not exclusive, and Lessor may exercise any other right or
remedy available to it under this lease, at law or in equity.

<PAGE>   15
                              RIGHT OF INSPECTION

         The Lessor and its agents have the right at all reasonable times
during the term of this lease to enter the Premises for the purpose of
inspecting the Premises and all building and improvements on the Premises.

                                 SQUARE FOOTAGE

         Lessor makes no warranty as to the exact or actual square footage of
the Premises.  If square footage is critical to Lessee's business operation,
they it shall be his responsibility to measure and assure himself that the
space provided is adequate to meet his needs.  Lessor shall incur no liability
in regard to error or mistake on this matter.

         Further, Lessee does warrant that he or his agents have inspected
and/or measured and are satisfied with the Premises and the space regardless of
the actual square footage therein.


         Occupancy of the Premises shall be made available to the Lessee by the
Lessor on the 1st day of June 1995 or as soon thereafter as possible and the
free rent period shall be extended accordingly.

                                TIME OF ESSENCE

         Time is of the essence of this lease.

                                WAIVER OF BREACH

         The waiver by Lessor of any breach of any provision this lease shall
not constitute a continuing waiver or a waiver of any subsequent breach of the
same or a different provision of this lease.

                                LITIGATION COSTS

         In any action or proceeding between Lessor and Lessee, the prevailing
party shall be awarded costs and attorneys' fees.

                               PARTIAL INVALIDITY

         No partial invalidity of this lease shall affect the remainder.

<PAGE>   16

         Parking is unassigned and for use of all FIRESIDE PLAZA customers.
Parking for employees is not provided and is prohibited in the parking provided
for FIRESIDE PLAZA.  Lessee shall have the use of one (1) unassigned parking
space for its employee use.  Lessee shall, at its sole cost and expense, keep
the parking lot adjacent to the Premises illuminated during hours of darkness
for security reasons but only until two hours after business hours.

                                  LATE CHARGES

         All monies due Lessor by Lessee pursuant to the terms hereof shall be
paid promptly when due and shall become subject to a late charge equal to ten
percent (10%) of the overdue amount ten (10) days after the due date if not
received by Lessor by that time.  Notwithstanding the foregoing, Lessee shall
not be liable for late charged until it has received one written notice in any
given month that such month's rent payment was late.

                             GOVERNMENT REGULATIONS

         Should any governmental authority with jurisdiction over the Premises
or the Lessor:

         1.      Demand of the Lessor to improve the Premises or the Project,
the cost of which, in the discretion of the Lessor, would render this lease no
longer profitable for the Lessor;

         2.      Limit or restrict the current use of the Premises or the

         3.      Limit, restrict, regulate or try to impose in any way
standards for the amount of rent to be collected hereunder or on the manner in
which rent is to be collected; or

         4.      Require that the Premises or the Project conform in part or in
total to earthquake standards of safety now in effect or hereinafter adopted by
said governmental authority;

then, and in that event, this lease shall, at Lessor's option, automatically
and without notice become a tenancy from month-to-month and any unused
remainder of the lease term identified under the heading "Lease Term" herein
above is hereby waived by both the Lessor and Lessee without liability incurred
to either party by either party for any reason.

                             ESTOPPEL CERTIFICATES

         Lessee shall, at any time and from time to time upon request of
Lessor, within ten (10) days following notice of such request from Lessor,
execute, acknowledge and deliver

<PAGE>   17
to Lessor in recordable form, a certificate ("Estoppel Certificate") in writing
in such form as Lessor or any of its lenders, prospective purchasers,
lienholders or assignees may reasonably deem appropriate.  Failure by Lessee to
deliver the Estoppel Certificate within this ten (10) day period shall be
deemed to establish conclusively that this lease is in full force and effect
and has not been modified except as may be represented by Lessor.  Lessee
irrevocably constitutes and appoints Lessor as its special attorney-in-fact to
execute and deliver the Estoppel Certificate to any lender, purchaser, investor
or lien holder if the Estoppel Certificate is not executed by Lessee and
delivered to Lessor within the ten (10) day period; but such appointment and
subsequent execution and delivery by Lessor shall not be deemed to have cured
any default by Lessee under this Section of the Lease.

                            MODIFICATION FOR LENDER

         Upon Lessor's request, Lessee agrees to modify this lease to meet the
requirements of any or all lenders or ground lessors selected by Lessor who
request such modification as a condition precedent to providing any loan or
financing or to entering into any ground lease affecting or encumbering the
Project or any part thereof, provided that such modification does not (a)
increase the base rent or any other monetary obligation or the cost of
conducting business at the Premises; or (b) alter the term, or (c) materially
adversely affect Lessee's rights under this lease.


         Each party represents and warrants that it has not dealt with any real
estate broker or agent other than CB COMMERCIAL in connection with this lease.
Each party shall indemnify the other and hold it harmless from any cost,
expense, or liability (including costs of suit and reasonable attorneys' fees)
for any compensation, commission or fees claimed by any real estate broker or
agent in connection with this lease or its negotiation by reason of any act or
statement of the indemnifying party.

                              HAZARDOUS MATERIALS

         Lessee shall comply with all federal, state or local laws, ordinances
or regulations relating to industrial hygiene and environmental conditions on,
under or about the Premises including, but not limited to, soil and ground
water conditions.  Without limiting the generality of the foregoing, Lessee
shall not transport, use, store, maintain, generate, manufacture, handle,
dispose, release or discharge any "Hazardous Material" (as defined below) upon
or about the Project, nor permit Lessee's Employees (as such term is defined in
this lease) to engage in such activities upon or about the Project.  However,
the foregoing provisions shall not prohibit the transportation to and from, and
the use, storage, maintenance and handling within, the Premises of substances
customarily used in connection with normal retail food/grocery market use
provided:  (a) such substances shall be used and maintained only in such
quantities as are reasonably necessary for the permitted use of the Premises
set forth in this lease, strictly in

<PAGE>   18
accordance with applicable laws and the manufacturers' instructions therefor,
(b) such substances shall not be disposed of, released or discharged on the
Project, and shall be transported to and from the Premises in compliance with
all applicable laws, and as Lessor shall reasonably require, (c) if any
applicable law or Lessor's or Lessee's trash removal contractor requires that
any such substances by disposed of separately from ordinary trash, Lessee shall
make arrangements at Lessee's expense for such disposal directly with a
qualified and licensed disposal company at a lawful disposal site (subject to
scheduling and approval by Lessor), and shall ensure that disposal occurs
frequently enough to prevent unnecessary storage of such substances in the
Premises, and (d) any remaining such substances shall be completely, properly
and lawfully removed from the Project upon expiration or earlier termination of
this lease.

         The term "Hazardous Material" for purposes hereof shall mean any
chemical, substance, material or waste or component thereof which is now or
hereafter listed, defined or regulated as a flammable explosive, radioactive
material, hazardous or toxic chemical, substance, material or waste or
component thereof (whether injurious by themselves or in conjunction with other
materials) by any federal, state or local governing or regulatory body having
jurisdiction, or which would trigger any employee or community "right-to-know"
requirements adopted by any such body, or for which any such body has adopted
any requirements for the preparation or distribution of a material safety data

         If any Hazardous Material is released, discharged or disposed of by
Lessee or Lessee's Employees on or about the Project or if any Hazardous
Material is determined to be in or about the Premises in violation of the
foregoing provisions, Lessee shall immediately, properly and in compliance with
applicable laws clean up and remove the Hazardous Material from the Project and
any other affected property and clean or replace any affected personal property
(whether or not owned by Lessor), at Lessee's expense.  Such clean-up and
removal work shall be subject to Lessor's prior written approval (except in
emergencies), and shall include, without limitation, any testing,
investigation, and the preparation and implementation of any remedial action
plan required by any governmental body having jurisdiction or reasonably
required by Lessor.  If Lessee shall fail to comply with the provisions of this
Section within five (5) days after written notice by Lessor, or such shorter
time as may be required by applicable law or in order to minimize any hazard to
persons or property, Lessor may (but shall not be obligated to) arrange for
such compliance directly or as Lessee's agent through contractors or other
parties selected by Lessor, at Lessee's expense (without limiting Lessor's
other remedies under this lease or applicable law).  If any Hazardous Material
is released, discharged or disposed of on or about the Project and such
release, discharge or disposal is not caused by Lessee, Lessee's Employees or
other occupants of the Premises, such release, discharge or disposal shall be
deemed casualty damage under the Destruction of Premises Section of this lease
to the extent that the Premises or common areas serving the Premises are
affected thereby; in such case, Lessor and Lessee shall have the obligations
and rights respecting such casualty damage provided under such Section of this

<PAGE>   19

         Headings shall not limit or affect any paragraph in this lease.

                                OPTION TO EXTEND

         In consideration of the mutual promises, covenants, conditions and
duties herein contained and other good and valuable consideration, Lessor
grants to Lessee, if Lessee is not then in default under the lease, the
exclusive right to extent the term of the lease on the Premises for two
additional periods of ten (10) years each, from the original expiration date of
the lease.  In the event Lessee shall exercise this option to extend, the
extended period of the lease shall be on the same terms, covenants, conditions
and subject to the same exceptions and reservations contained in the lease
except that the then current base rent shall be as follows:

         FIRST OPTION (10 YEARS):

                 MONTHS 121 - 189                  $31,740.00 PER MONTH NNN
                 MONTHS 181 - 240                  $36,501.00 PER MONTH NNN

         SECOND OPTION (10 YEARS):

                 MONTHS 241 - 300                  $41,976.15 PER MONTH NNN
                 MONTHS 301 - 360                  $48,272.57 PER MONTH NNN

this increased amount shall be the new base rent for the period specified in
the option period.  In order to exercise this option to extend, Lessee must
notify Lessor, in writing not less than twelve (12) months prior to the
expiration date of the lease, of its intention to extend.  The option(s)
described herein are an integral part of the lease and cannot separately be
assigned, transferred or hypothecated (unless approved by Lessor as part of a
sublease or assignment of Lessee's entire leasehold interest).  Any attempt to
assign, transfer or hypothecate any interest therein shall be null and void
and, at Lessor's option, shall terminate the option(s).

                             RIGHT OF FIRST REFUSAL

         If Lessee, during the lease term, or any extension of the term, elects
to sell all or any portion of its fixtures and/or equipment, including all
fixtures and equipment upon termination of lease, as conducted at the Premises,
Lessor shall have the right of first refusal to meet any bona fide offer of
sale from a third party on the same terms and conditions of that offer,
including, but not limited to the price and date for close of sale.  Upon
receipt of a bona fide third party offer to purchase the equipment and/or
fixtures, Lessee shall notify Lessor in writing of the offer, its terms and
conditions.  Lessor, with twenty (20) days after the date of Lessee's notice
shall notify Lessee in writing whether

<PAGE>   20
or not Lessor agrees to purchase the said equipment and/or fixtures on the same
terms and conditions as contained in the third party offer.


         Except as expressly provided by law, all notices or other
communications between the parties hereto shall be in writing and mailed or
hand-delivered to the Lessee at the Premises and to Lessor at 1421 Montana
Avenue, Santa Monica, CA  90403.  Either party may change its address for
purposes of receipt of notices by giving written notice of that change to the
other party.

                                  NO RECORDING

         Neither the lease, nor a memorandum thereof, may be recorded.

                                QUIET ENJOYMENT

         Lessor warrants to Lessee that this instrument, when executed and
delivered, will constitute a binding obligation of Lessor, enforceable in
accordance with its terms; that the execution and delivery of this instrument
and performance of all of its terms will not conflict with or result in a
breach of any law or ordinance, regulation, order, writ, injunction or decree,
or of any agreement binding on Lessor; that (subject to conditions created by,
or acts of, Lessee) the condition of the Premises is not now and will not upon
commencement of the Term be in violation of any law, ordinance, order, notice
or regulation of any kind; and that no consent by any court, governmental
instrumentality or any other party is required for the execution and delivery
of this instrument by Lessor, or for its performance by Lessor.  Lessor hereby
warrants that it is vested fee simple owner of record of the Shopping Center or
is the party in control with full authority to lease.  Lessor warrants that it
will put Lessee into complete and exclusive possession of the Market, and into
possession of the Common Area in common with the rights of other tenants, free
from any agreement, easement, restriction, ordinance, zoning law or other law
which would prevent or interfere with the operation of the Shopping Center or
the Market.  Lessor further warrants that if Lessee shall pay all rental and
other sums as provided herein to be paid by Lessee and perform all the
covenants of the Lease to be performed by Lessee, then Lessee shall, during the
Term hereof, freely, peaceably and quietly occupy and enjoy the full possession
of the Premises, together with all appurtenances and all other rights and
privileges herein granted, without hindrance or interruption by Lessor or any
other person(s) lawfully or equitably claiming by through or under the Lessor.

                                ENTIRE AGREEMENT

         This agreement is the entire agreement of the parties hereto and any
verbal representations or agreements made by either party shall not be relied
upon to amend,

<PAGE>   21
modify, govern or add to the provisions herein contained unless reduced to
writing and signed by the obligated party and attached hereto.

                                NEGOTIATED TERMS

         This lease is a result of negotiations of the parties, each of which
is sophisticated in commercial leasing matters and each of which has had the
opportunity to be represented by counsel, and all of the terms have been agreed
to by both Lessor and Lessee after negotiations.  Accordingly, any rule of law
or legal decision that would require interpretation of any provision of this
lease against the party that has drafted it is not applicable and is waived.
The provisions of this lease shall be interpreted in a reasonable manner to
effect the purposes of the parties hereto.

         IN WITNESS WHEREOF, Lessor and Lessee have executed this agreement and
any exhibits identified herein and attached hereto the day and year first above

BY: /s/ Officer of Fireside Liquors, Inc.       BY: /s/ Elizabeth C. Cook
   --------------------------------------          ----------------------------

<PAGE>   22
                                  EXHIBIT "A"

                                ADDITIONAL TERMS

1.       Lessor agrees that, during the term of this Lease, it will not execute
a lease for space surrounding the property within a five (5) mile radius with
another Tenant whose primary business activities conflict with the operations
of a natural-food grocery store or deli.  The current Tenants of FIRESIDE PLAZA
whose current use conflict with that of Lessee, their successors, assignees,
sublessees, and/or purchasers are exempted from this exclusivity clause,
provided such use remains comparable in size and nature to the current use.

2.       Lessee shall have the use of up to one-half (1/2) of the existing
pylon (roof) sign and maximum exposure upon the front exterior wall of the
Premises (1425 Montana Avenue) provided, however, such signage does not impair
FIRESIDE LIQUORS' existing signage.  All modifications or additions to the
current sign usage shall be in accordance with the ordinances, rules,
regulations and laws currently in force, except where said modification or
addition would adversely affect any current use "grandfathered" from previous

3.       Lessor shall not add any additional leasable building square footage
to any property adjacent to or part of existing building that may impair
Lessee's business without reasonable consent of Lessee.

4.       Lessor, Lessee, and CB COMMERCIAL REAL ESTATE GROUP, INC., Broker
herein, warrant to each other that they have dealt with no other real estate
broker in connection with transaction.  Within ten (10) days from execution of
THOUSAND DOLLAR ($48,000.00) commission by Lessor as and for their
participation in this lease transaction.

                               (*to be attached*)