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SUMMARY PAGE OF LEASE AGREEMENT

The following general terms and conditions are set forth below for ease of reference in pages 1 and 2 but are not incorporated in nor part of the lease between the landlord and the tenant. The terms and conditions of the Lease are set forth in detail in Article I through Article 22 and in the exhibits to the of the Lease. Should the recitals in the summary below differ from the Lease, the Lease shall control.

1. Tenant Magdy B. Khalil and Gehan G. Girgis (jointly and severally) 17354 Westmill Lane, Charlotte, North Carolina 28277

2. Landlord B.V. Investments, LLC P.O.Box 491164 Miami, FL 33149-1164

3. Location: Birkdale Village Shopping Center, Huntersville, North Carolina

4. Premises Suite 140, 16620 Cranlyn Road, Huntersville, Mecklenburg County, NC 28078 (the “Demised Premises”)

5. Size of Premises Approximately 1,304 square feet of rentable area

6. Term One (1) term of five (5) years (the “Initial Term”)

7. Commencement Date: Date of Delivery of Possession, immediately upon signing of the Lease and Landlord’s receipt of Security Deposit - on or about May 1June ____, 2008

8. Rent Commencement Date: July AugustJuly 1, 2008

9. Lease Termination April 30May 31, 2013

10. Base Rent Twenty Six ($26.00) dollars per square foot plus CAM. Rent to escalate commencing with the third year and each year thereafter in accordance with Article 2.1.

11. CAM Common Area Maintenance - Initial estimated tax, Birkdale Village Common Area maintenance costs, Building Operating Costs and insurance payment, prorated based on the Demised Premises proportionate to the Building as a whole. Currently $3.50 per square foot per year.

12. Option to Renew Tenant shall be granted two (2) additional terms of five (5) years subject to no breaches or defaults during the initial Term of the Lease and the notice provisions.as further set forth in Exhibit A.

Lease Agreement Page 1 of 62 LL: BV |T: 13. Notice for Option One Hundred and Eighty (180) days, with time being of the essence.

14. Option to Expand None

15. Signage Consistent with existing - changes upon written request which Landlord will not un-reasonably withhold but subject to additional terms to be contained in Article 5 and subject to the Village Rules (as defined in Section 22.22 24) with approval by any applicable governmental agency and the Birkdale Village Master Association.

16. Guaranty Personal guaranty required for full term of Lease.

17. Use: That of Quiznos Sub Shop - See Article “D-1"

18. Hours: Minimum 35 hours/week and 5 days/ week. Operational Hours, See Section 3.3

19. Exclusivity: See Exhibit “D-1"

20. Parking: Not designated at this time.

21. Landlord Improvements: None - Tenant to take “AS IS”

22. Tenant Improvements: All improvements shall be subject to terms of Lease (use of licensed contractors with applicable governmental permits.)

23. Security Deposit: $3205.67

24. Prepaid Rent First month and a prorata portion of any partial month prior to the first full month.

25. Grace Period- Monetary Default: Five Three (53) days Non-monetary Default Ten (10) days upon written notice to commence and proceed with diligence and dispatch to remedy

26: Brokerage: Bryan Wyker, The Providence Group of the Carolinas, LLC

27. Trade Name: Quiznos Sub or substantially similar name.

28. Use Restrictions: Tenant may not, without the prior written consent of Landlord, use the Demised Premises for any uses other than those set forth above as the “Permitted Use” at Exhibit “D”. 29. 30. Other Restrictions: “Village Rules” - See Section 22.22 re Master Association

31. Insurance Requirements: See Section 7

Lease Agreement Page 2 of 62 LL: BV |T: 32. Sublease and Assignment: See Section 10

33. Schedules and Exhibits: Exhibit “A" Rent Schedules for Option Periods Exhibit "B-1" Tenants' Interior Work Exhibit "B-2" Landlord’s Work Exhibit “C” Guaranty Agreement Exhibit "D" (3.1) Use of Demised Premises. Exhibit “D-1" Exclusivity Exhibit “E” Rules and Regulations Exhibit "F” Legal Description of Lot 7-A Exhibit "G” Patio Usage Exhibit “H” Communications System Exhibit “I” Subordination Agreement Exhibit “J” Addendum and Additional Exhibits.

Lease Agreement Page 3 of 62 LL: BV |T: THIS LEASE made on the day of ______, June, 2008 (the "Lease"), by and between B.V. Investments, LLC, a North Carolina limited liability corporation with a mailing address of P.O. Box 491164, Miami, FL 33149-1164(the "Landlord") and Magdy B. Khalil and Gehan G. Girgis, jointly and severally, of 17354 Westmill Lane, Charlotte, NC 28277, (the “Tenant”.)

W I T N E S E T H:

ARTICLE I: BASIC LEASE PROVISIONS

1 Demised Premises:

1.1 In consideration of the rents, covenants and agreements hereafter reserved and contained on the part of Tenant to be observed and performed, the Landlord demises and leases to the Tenant, and Tenant hereby hires, leases and takes from Landlord those certain premises which consistsconsist of one (1) store containing an area of approximately One Thousand Three Hundred and Four (1,304) square feet being identified as and known as 16620 Cranlyn Road, Suite 140, Huntersville, Mecklenburg County, North Carolina 28078 (the "Demised Premises".) The Demised Premises being one of the bays within the "Building" (herein below defined) which is on “Lot 7-A" (herein below defined) and the same is within a shopping center known as Birkdale Village (the "Center" or “Shopping Center”.) The "Rentable Square Footage" of the Demised Premises is defined as and deemed to be the aforesaid 1,304 square feet, which square footage figure constitutes a non-accountable stipulated amount heretofore, if necessary, verified by Tenant prior to entering into this Lease, agreed upon by the parties, and which constitutes a material part of the economic basis of this Lease and the consideration to Landlord in entering into this Lease. As such, the Rentable Square Footage of the Demised Premises shall not be subject to adjustment of any kind or nature however asserted by Tenant, whether through an action at law or in equity grounded upon modification, reformation, rescission, breach of contract, misrepresentation, omission, or any other legal or equitable theory or cause of action. The Demised Premises shall be deemed not to include either the land lying thereunder or the exterior walls or roof of the Building, as outlined on the attached Exhibit "D". Landlord reserves the right to place, maintain, repair and replace utility lines, pipes, tunneling and the like in, under, over, upon or through the Demised Premises as may be reasonably necessary or advisable for servicing the Demised Premises, the Common Areas or other portions of Lot 7A provided that in such case, Landlord shall use commercially reasonable efforts to reduce as much as practicable, any interference of Tenant's business operations. 1.2 In consideration of the rents, covenants and agreements Tenant accepts the premises in "as is" condition and shall undertake construction for Tenant's needs at Tenant's sole cost and expense as set forth in Exhibit "B-1" Tenants Work, except as may be otherwise set forth as Landlords Work in Exhibit "B-2". Prior to commencing any work pursuant to the provisions of Exhibit “B-1", Tenant at its sole expense shall furnish to Landlord: 1.2.1 Plans of proposed work for Landlord's written approval of same, such approval not to be unreasonably withheld. 1.2.2 Copies of all governmental permits and authorizations which may be required in connection with such work. 1.2.3 Proof that Tenant’s contractors are licenced licensed by the appropriate governmental regulatory body or agency. 1.2.4 A certificate evidencing that Tenant's contractors have procured workmen's compensation insurance covering all persons employed in connection with the work who might assert claims for death or bodily injury against Landlord or Tenant.

Lease Agreement Page 4 of 62 LL: BV |T: 1.2.5 Such additional personal injury and property damage insurance (over and above the insurance required to be carried by Tenant pursuant to the provisions of Article VII) as Landlord may reasonably require because of the nature of the work to be done by Tenant.

1.3 Tenant acknowledges that Landlord shall not be liable to Tenant for any damages of any kind whatsoever resulting from the Tenant's undertaking said construction and Tenant shall defend and hold the Landlord harmless therefore.

1.4 Use of Additional Areas.

1.4.1 The use and occupation by Tenant of the Demised Premises shall include the non exclusive use, in common with others entitled thereto, of the common areas, employees' parking areas (if any), service roads, loading facilities (if any), sidewalks and customer car parking areas as such common areas now exist or as such common areas may hereafter be constructed, and other facilities as may be designated from time to time by the Landlord, subject however to the terms and conditions of this Lease and to the reasonable and uniform rules and regulations for the use thereof as prescribed from time to time by the Landlord.

1.5 Term The term of the Lease shall be for Five (5) years plus the number of days required, if any, to have such term expire on the last day of a calendar month (the “Initial Term”); commencing on May 1June ____, 2008 (the Lease "Commencement Date"), and ending, unless sooner terminated, on April 30May 31, 2013 (the “Termination Date”). If the Tenant is granted early occupancy of the Premises by the Landlord prior to the Commencement Date (such period being referred to herein as the “Early Occupancy Period”), the Tenant’s possession of the Demised Premises during the Early Occupancy Period shall be subject to all terms and conditions of this Lease, and the obligations of the Tenant to pay Gross Rent (as herein below defined) and any other charges deemed as Additional Rent (as herein below defined) under this Lease shall thereupon commence immediately unless a specific provision for rent abatement is set forth in Section 1.6 below.

1.6 Commencement of Rent, Occupancy and Rent Abatement. Tenant's obligation to pay rent shall commence on July AugustJuly 1, 2008 (the “Rent Commencement”.) The period between the Commencement Date and the Rent Commencement shall be referred to herein as the “Early Occupancy Period.” The Rent and Additional Rent due hereunder shall be abated during the Early Occupancy Period, during which time all other terms, conditions and obligations of the Tenant shall nevertheless continue to be effective.

ARTICLE II: RENT

2 Rent 2.1 Fixed Minimum Annual Rent. During the term of this Lease Tenant covenants and agrees to pay Landlord a base Rent in lawful money of the United States as follows: 1st Year: $26.00/square foot:$33,904 (payable as $2,825.33 per month); 2nd Year: $26.00/square foot $33,904 (payable as $2,825.33 per month); 3rd Year: $26.65/square foot $34,751.60 (payable as $2,895.97 per month); 4th Year: $27.32/square foot $35,625.28 (payable as $2,968.78 per month); 5th Year: $28.00/square foot $36,512 (payable as $3,042.67 per month); plus any and all other charges required hereunder including but not limited to the hereinafter defined Additional Rent, the Real Estate Taxes and Improvement Assessments and the CAM, (all of the foregoing

Lease Agreement Page 5 of 62 LL: BV |T: collectively being the “Gross Rent”) shall be payable in equal monthly installments, in advance, on the first day of each month during the term of the Lease at the office of Landlord, or such other place as Landlord may designate, without any setoff or deduction whatsoever, the first installment to be paid on the delivery of this Lease, except that in the event the Commencement Date shall be a date other than the first day of a calendar month, Tenant shall, on the Commencement Date, pay Landlord an amount equal to such proportion of an equal monthly installment as the number of days from the Commencement Date to the end of the calendar month in which the Commencement Date occurs bears to the total number of days in that calendar month, and that payment shall represent the pro rata rent from the Commencement Date to the end of such calendar month. All of the foregoing hereinafter to be identified as the "Fixed Minimum Annual Rent". 2.1.1 Base rent for first year of Twenty Six Dollars and No Cents ($26.00) per square foot; which is: Thirty Three Thousand Nine Hundred Four and 00/100 ($33,904.00) Dollars per year payable monthly plus common area maintenance charges including real estate tax and insurance (currently $3.50/sq foot) plus applicable sales tax (if any) or Thirty Eight Thousand Four Hundred Sixty Eight Dollars and 0 Cents ($38,468.00)- all payable monthly for an initial monthly total of Three Thousand Two Hundred Five Dollars and Sixty Seven Cents ($3,205.67), all of which are due on the 1st day of each month commencing on the Rent Commencement date set forth below (or as otherwise set forth in Exhibit "A"), and on the 1st day of each month thereafter until the 1st anniversary of the Rent Commencement date when the Base rent shall be adjusted in accordance with the schedule set forth on Exhibit “A”, all in accordance with the terms set forth below. All of the foregoing hereinafter to be identified as the "Fixed Minimum Annual Rent". 2.2 Additional Rent. In addition to Fixed Minimum Annual Rent and all other payments, including but not limited to "CAM" or "Building Operating Costs" (hereinafter defined) to be made by Tenant to Landlord shall be deemed to be and shall become "Additional Rent" hereunder whether or not the same be designated as such, and shall be due and payable on demand together with any interest thereon; and Landlord shall have the same remedies for failure to pay same as for a non-payment of Fixed Minimum Rent. (Fixed Minimum Annual Rent and Additional Rent are hereinafter sometimes collectively referred to as "Rent".) If Tenant shall fail to make any payment of Rent when due as required under the applicable provisions of this Lease, Tenant shall pay a late charge in accordance with Sections 2.12, 2.13 and 16.2.8 hereof.

2.3 Lease Year. The term "Lease Year" as used herein shall mean consecutive twelve month periods commencing on each anniversary of the Commencement Date of this Lease.

2.4 Renewal and other Options. 2.4.1 Landlord herewith grants Tenant a right to renew this Lease (the “Option”)for two (2) additional five (5) year periods at the termination of the Lease (“Option Period”) contingent upon the following: The grant of said Option is subject to and conditioned upon the full and complete performance and compliance without breach or default by Tenant of all each and every of the terms and conditions of this Lease during the entire term of this Lease. Upon or after Tenant's default or breach of any term or condition, Landlord may at any time after said breach and at Landlord's option rescind and cancel said Option. The Tenant specifically acknowledges that any material breach or non- compliance or multiple late payment of Rent or Additional Rent shall constitute good and sufficient cause for the Landlord to rescind and cancel said OptionTenant shall not be in material default beyond the applicable cure period either at the time of exercise of its right to renew or upon the effective date of the related Option Period. However, the Tenant specifically acknowledges that multiple material breaches and or multiple late payment of Rent or Additional Rent shall constitute good and sufficient cause for the Landlord to rescind and cancel said Option. 2.4.1.1 2.4.1.2 Tenant shall exercise its Option by written notice to Landlord no greater than One Hundred Eighty (180) days before nor less than Ninety (90) days prior to the Termination of the Lease. The notice to exercise the Option must be received by the Landlord no later than 5 PM on the last

Lease Agreement Page 6 of 62 LL: BV |T: day of the notice periods or the Option shall be void and of no further force or effect - time being of the essence. 2.4.1.3 The Fixed Minimum Annual Rent during the Option Periods of this Lease shall be in accordance with the schedule set forth at Exhibit “A". Other than the increases in the Fixed Minimum Annual Rent set forth together with the Additional Rents set forth and changes in CAM charges (herein after defined) (if any), all terms and conditions of the Lease shall remain the same. 2.4.1.4 The Tenant acknowledges that the provision of Sections 2.4.1.1 and 2.4.1.2 are material consideration for the granting of the Options without which no Option would be granted.

2.5 Real Estate Taxes and Improvement Assessments. Tenant shall pay as Additional Rent during the term of this Lease its proportionate share of all ad valorem and real estate taxes levied or assess by any lawful authority against all of the real estate which is now or hereafter becomes, a part of the Building, Lot 7-A or the Center, and such other costs and fees incurred by Landlord in contesting any such taxes, assessments, or charges and/or negotiating with any such lawful authority with respect thereto. The proportionate share of any and each tax assessment applicable to the Demised Premises shall be calculated by multiplying the real estate taxes for the year then under consideration, by a fraction, the numerator of which shall be the number of square feet contained in the Demised Premises and the denominator of which shall be the aggregate number of square feet of leasable building space in the Building included in the assessment on which the subject real estate taxes were calculated by the taxing authority. In the event any governmental authority having jurisdiction shall levy any assessment against the real estate which is now or hereafter becomes a part of Lot 7-A or the Center for public betterment or improvements, Tenant shall also pay to Landlord as Additional Rent its proportionate share of such assessment which proportionate share shall be calculated by multiplying the total assessment by the same fraction as stated in the preceding sentence. Landlord shall have the option to take the benefit of any statute or ordinance permitting any such assessment for public betterment or improvements to be paid over a period of time in which case the Tenant shall be obligated to pay only the said fraction of the installments of any such assessments which shall become due and payable during the term of this Lease. Landlord shall estimate the Taxes referred to in this Section and Tenant shall pay one-twelfth (1/12) thereof monthly in advance, together with the payment of fixed Minimum Annual Rent. After the end of each lease Year Landlord shall furnish Tenant a statement of the actual Taxes, and there shall be an adjustment between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that Landlord shall receive the entire amount of Tenant's annual share for such period.

2.6 Sales, Use and Rent Taxes, Personal Property Taxes. Tenant shall pay its proportionate share as herein after defined in Section 2.7, of all sales, use and other taxes imposed by any governmental authorities upon the manufacture, sale, use, transmission, distribution or other process necessary or incidental to the furnishing of sewer, water, electricity, and domestic water or other services to the Demised Premises. Tenant shall pay before delinquency all personal property taxes and assessments on the furniture, fixtures, equipment, and other property of Tenant located in the Demised Premises and on additions and improvements in the Demised Premises belonging to Tenant. Tenant shall also pay, as Additional Rent, all sales tax assessed against the rent stated herein by governmental authority, even though the taxing statute or ordinance may purport to impose such sales tax against the Landlord. The payment of sales tax shall be made by Tenant on a monthly basis, concurrently with the payment of the Fixed Minimum Annual Rent. The foregoing notwithstanding, to the extent sales taxes are not imposed upon insurance premiums, no sales tax will be added thereto.

2.7 Insurance Premiums. Tenant shall pay as Additional Rent during the term of this Lease its proportionate share of the Landlord's insurance premium on Lot 7-A or the Building. The proportionate share of insurance premiums applicable to the Demised Premises shall be calculated by multiplying the Landlord's insurance premiums for that year by a fraction, the numerator of which shall be the number of square feet contained in the Demised Premises and the denominator of which shall be the aggregate

Lease Agreement Page 7 of 62 LL: BV |T: number of square feet of leasable building space in the Building. Landlord shall estimate the Insurance referred to in this Section and Tenant shall pay one-twelfth (1/12) thereof monthly in advance, together with the payment of Fixed Minimum Annual Rent. After the end of each Lease Year, Landlord shall furnish Tenant a statement of the actual insurance premiums, and there shall be an adjustment between Landlord and Tenant, with payment to or repayment by Landlord, as the case may require, to the end that Landlord shall receive the entire amount of Tenant's annual share for such period. 2.7.1 Insurance. Tenant shall not carry any goods or conduct its business in a manner which will in any way tend to increase the insurance rates of the Demised Premises or the Building of which they are a part. Tenant agrees to pay as Additional Rent any increase in Landlord's insurance premiums, resulting from Tenant's activities, whether or not Landlord has consented to such activity. If Tenant installs any equipment that overloads any of the Building's systems, Tenant shall at its own expense (with Landlord’s prior written approval) make whatever changes are necessary to these systems to comply with the requirements of the insurance underwriters and governmental authorities having jurisdiction. Tenant shall promptly comply with the recommendations or demands made by the insurance carrier insuring the Building concerning health, safety and welfare matters. If Tenant fails to comply, Landlord may take all steps necessary to comply with the insurance carrier's recommendation or demands and charge Tenant for all costs of compliance plus a service charge of twenty percent (20%), as Additional Rent.

2.8 Control of Common Areas by Landlord. 2.8.1 "Common Areas" shall mean all areas, facilities and improvements which may be provided from time to time for the general common use or benefit of the tenants, and other occupants, their officers, agents, employees, invitees and customers within the Shopping Center, within the Building or upon Lot 7A, as applicable, including, without limitation, the roof and structural portions and all other components of the building, all parking areas, roadways, pedestrian sidewalks, truckways, access road, driveways, entrances and exits thereto, ramps, truck way or ways, loading areas or docks, delivery areas, service corridors, landscaped and vacant areas, stairs not contained in Demised Premises, retaining walls, package pick up stations, public restrooms and maintenance rooms, lighting facilities, storm and sanitary sewer systems, utility lines, and retention ponds or basins, whether located within or outside of the Building, Lot 7-A or otherwise within the Shopping Center. Common Areas include certain amenities located outside of Lot 7A but within the Shopping Center. Landlord is not responsible for maintenance of the Common Areas except for those specifically related to 7-A or the Building. The Common Areas on all other portions of the Shopping Center are maintained and controlled by the master developer of the Shopping Center and its designated successors and assigns. 2.8.2 The Common Areas shall at all times be subject to the exclusive control and management of Landlord or the Master Association as the case may be, and Landlord or, the Master Association as the case may be, shall have the right, but not the obligation, to construct, maintain and operate lighting facilities on all said areas and improvements, and to police the same. The Landlord and the Master Association shall have the right from time to time to change the area, location, and arrangement of parking areas and other facilities herein above referred to, provided that there is no material adverse effect on access to, visibility of or parking for the Demised Premises; to restrict parking by tenants, their officers, agents and employees. 2.8.3 Landlord and the Master Association shall have the right to close temporarily all or any portion of the Common Areas to such extent as may, in the opinion of their counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities; to discourage non-customer parking; and to do and perform such other acts in and to said areas and improvements as, in the use of good business judgment, the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and customers. Landlord shall have the full right and authority to employ all personnel and to make all reasonable and uniform rules and regulations pertaining to the proper operation and maintenance of the Common Areas. 2.8.4 Parking. It being understood between the parties that parking is limited within the Center, Landlord reserves the right to reasonably restrict the number and location of parked Tenant's and its employee automobiles for the overall benefit of the property, so as to provide adequate parking for the

Lease Agreement Page 8 of 62 LL: BV |T: customers of the various tenants of the Center, and to designate alternative parking locations for such Tenant vehicles. The Landlord may at its' own reasonable discretion designate certain areas of the Center as Tenant and employee parking as need requires. It is agreed that it is not the intent of this Lease to provide unrestricted parking for Tenant’s or Tenant’s employees’ automobiles. At all times, the Village Rules shall govern the parking. At no time shall the parking of vehicles be permitted in the fire lanes serving the Center.

2.9 License. All Common Areas which Tenant may be permitted to use and occupy, are to be used and occupied under a revocable license, and if such license be revoked, or if the amount of such areas be diminished, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation or diminution of such area be deemed constructive or actual eviction, provided that there is no material adverse effect on access to, visibility of or parking for the Demised Premises.

2.10 Tenant to Bear Pro Rata Share of Operating Cost. 2.10.1 In each Lease Year or partial Lease Year, as defined herein, Tenant will pay to Landlord, in addition to all other rentals specified in this ARTICLE II, as further Additional Rent, a proportion of the "Building Operating Cost" (commonly referred to as common area maintenance or “CAM”), hereinafter defined, calculated by multiplying the total operating cost by a fraction, the numerator of which shall be the number of square feet contained in the Demised Premises, and the denominator of which shall be the aggregate number of leasable space in the Building. Such payment for the Tenant's proportional share of the CAM shall be Three Dollars and 50/100 ($3.50) per square foot in the first year as set forth above and shall thereafter be increased each year in accordance with the Tenant's proportional share in the CAM. In no event shall the Tenant's proportional share of the annual adjusted Building Operating Cost be less than the Tenant's proportional share in the preceding year.

2.10.2 For purposes of this Lease, the term “CAM” or "Building Operating Cost" shall be defined as and mean the total cost and expense of operating, maintaining, managing and repairing (as necessary) Lot 7-A and all improvements thereon (the Building) and appurtenances thereto and Landlord's contributions towards the operations and maintenance of the Shopping Center Common Areas. By way of illustration, and not in limitation of the foregoing, Building Operating Costs include all costs and expenses of maintaining the Common Areas of Lot 7-A, trash removal, landscaping, security (if provided), lighting, Common Areas of Lot 7-A and Common Areas of the Center and the improvements, management fees, line painting, parking lot striping, repairs, associated items of maintenance and operation management personnel, insurance premium on Lot 7-A and the Center and all ad valorem and real estate taxes levied or assess by any lawful authority against all of the real estate which is now or hereafter becomes, a part of Lot 7-A and the Center, and such other costs and fees incurred by Landlord in contesting directly or indirectly any such taxes, assessments, or charges and/or negotiating with any such lawful authority with respect thereto.

2.10.3 Landlord shall notify Tenant of Tenant's monthly contributions toward Tenant's proportionate share of CAM charges for the First Lease Year. Tenant shall pay such monthly contributions toward CAM monthly in advance, together with the payment of Fixed Minimum Annual Rent. After the end of each calendar year, Landlord shall furnish to Tenant a statement of the actual CAM, and there shall be an adjustment between Landlord and Tenant with payment or repayment by Landlord, as the case may require, to the end that Landlord shall receive the entire amount of Tenant's proportionate share of CAM. For each Lease Year after the First Lease Year, Tenant's monthly contribution toward its proportionate share of CAM shall be determined according to the actual CAM costs incurred by Landlord during the prior calendar year of operation, with adjustment between Landlord and Tenant at the end of each calendar year, as described above.

2.11 If any Rent or Additional Rent set forth hereunder is not paid on or before the due date (plus the five three (53) day grace period hereinafter granted) on two (2) separate occasions in any twelve (12)

Lease Agreement Page 9 of 62 LL: BV |T: month period, then at Landlord's option, Landlord may demand thereafter that all rental and additional rentals be paid quarterly in advance. Nothing shall be construed herein as requiring Landlord to accept any rental or additional rental as rendered after the due date.

2.12 Past Due Rent. If Tenant shall fail to pay, when the same is due and payable and after the expiration of applicable grace periods, any Rent or any Additional Rent, or amounts or charges of the character described in Section 2.2 or elsewhere in the Lease, such unpaid amounts shall bear interest from the due date thereof to the date of payment at the rate which is the lesser of twelve percent (12%) per annum or the maximum interest rate permitted by law. Tenant shall in addition, pay as Additional Rent a fee of One hundred Dollars ($100.00) for processing of late payments. Interest payments shall be Additional Rent and shall not be deemed a consent by Landlord to late payments, nor a waiver of Landlord’s rights to insist upon timely payments at any time, nor a waiver of any remedies to which Landlord is entitled as a result of the late payment of rents.

2.13 Rent Recapture on Breach. Should the Tenant breach any of the terms and or conditions contained in this Lease during the Initial Term, the Tenant shall pay the Landlord the Base Rent, the Tenant's proportionate share of CAM, the sales tax (if any) and any Additional Rent that would have been due had the Rent Commencement date been the same as the Lease Commencement Date.

2.14 Unconditional Obligation. It is the purpose and intent of Landlord and Tenant that this Lease be construed and treated as a so-called “Triple Net Lease” which shall, except as hereinafter expressly provided to the contrary, yield net to Landlord the Base Rent and Percentage Rent (if any) to be paid by Tenant in each year during the Term of this Lease, and that all costs and expenses including, but not limited to taxes, insurance, utilities, maintenance, repairs and obligations of every kind or nature whatsoever relating to the Demised Premises which may arise or become due during the Term, shall be paid by Tenant. Notwithstanding any alleged defense, counterclaim or offset against Rent, Tenant's obligation to pay Rent hereunder is an independent covenant and Tenant shall continue to pay Landlord all Rent faithfully when due, including during the continuance of any dispute or legal action, subject to reimbursement if directed by a court of competent jurisdiction. Tenant hereby consents to the entry in any court action of an order requiring Tenant to make Rent payments during the pendency of a lawsuit. All Rent due to Landlord under this Lease shall, unless and to the extent expressly otherwise provided herein, be due and payable without any notice, demand, offset, credit, deduction or abatement.

ARTICLE III: CONDUCT OF BUSINESS BY TENANT

3 Use of Demised Premises.

3.1 Use of Demised Premises. See Exhibit "D."

3.2 Operation of Business. See Exhibit "D."

3.3 Storage, Office Space.

3.3.1 Tenant shall warehouse, store and/or stock in the Demised Premises only such goods, wares and merchandise as Tenant intends to offer for sale at retain from the Demised Premises. This shall not preclude occasional emergency transfers of merchandise to other stores of Tenant, if any, not located in the Center. Tenant shall use for office, clerical or other non-selling purposes only such space in the Demised Premises as is from time to time reasonably required. In no event shall Tenant store combustible materials of any type, kind or description. Generally available and commonly used cleaning supplies shall not be deemed combustible materials for the purpose of this paragraph.

3.4 Laws, Ordinances, Requirements of Public Authorities. Tenant shall, at its expense, comply with all laws, orders, ordinances and regulations of Federal, State, County and Municipal Authorities and

Lease Agreement Page 10 of 62 LL: BV |T: with any direction made pursuant to law of any public officer or officers which shall, with respect to the occupancy, use or manner of use of the Demised Premises or to any abatement of nuisance, impose any violation, order or duty upon Landlord or Tenant arising from Tenant's occupancy, use or manner of use of the Demised Premises or any installations made therein by or at Tenant's request or required by reason of a breach of any of Tenant's covenants or agreements hereunder. If Tenant receives written notice of any violation of law, ordinance, rule, order or regulation applicable to the Demised Premises, it shall give prompt notice thereof to Landlord.

3.5 Tenant Financing. Tenant shall have the right from time to time to grant and assign a mortgage or other security interest in all of Tenant's personal property located within the Premises to its lenders in connection with Tenant's financing arrangements, and any lien of Landlord against Tenant's personal property (whether by statute or under the terms of the Lease) shall be subject and subordinate to such security interest. Landlord shall execute such documents as Tenant's lenders may reasonably request in connection with any such financing.

ARTICLE IV: SECURITY DEPOSIT

4 Security Deposit.

4.1 Amount of Deposit. Tenant has on deposit with the Landlord the sum of Six Thousand Four Hundred Eleven and 34/100 Dollars ($6,411.34) as follows: Three Thousand Two Hundred Five and 67/100 Dollars ($3205.67) as the first months rent, and Three Thousand Two Hundred Five and 67/100 Dollars ($3205.67) as a security deposit (the “Security Deposit”.) All of the foregoing both Tenant and Landlord hereby acknowledge. Said Security Deposit shall continue to be held by Landlord, without liability for interest, and may be commingled with other funds of Landlord, as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease by said Tenant to be kept and performed during the term hereof. If at any time during the term of this Lease any of the rent herein reserved shall be overdue and unpaid, then Landlord may, at the option of Landlord, appropriate and apply all or any portion of said Security Deposit to the payment of any such overdue rent or other sum, except to the extent that the first months rent shall be deducted and applied immediately. Said remaining deposit represents the Security Deposit equal to the first month's rent.

4.2 Use and Return of Deposit. In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions, of this Lease to be kept and performed by Tenant, then the Landlord, at its option, may be appropriate and apply said deposit or so much thereof as may be necessary to compensate the Landlord for all loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant. Should the entire Security Deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of Rent, Additional Rent, overdue Rent or other sums due and payable by Tenant hereunder, then Tenant shall, upon the demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said Security Deposit to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should Tenant continuously and substantially comply with all of said terms, covenants and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant to Landlord hereunder, then said Security Deposit shall be returned by Landlord to Tenant within thirty (30) days next after the expiration of the term of this Lease. Landlord shall not be required to pay Tenant any interest on said Security Deposit.

4.3 Transfer of Deposit. Landlord may deliver the Security Deposit to the purchaser of Landlord's interest in the Demised Premises, in the event that such interest be sold, and thereupon Landlord shall be discharged from any further liability with respect to such Security Deposit.

ARTICLE V: SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS, BONDS & LIENS

Lease Agreement Page 11 of 62 LL: BV |T: 5 Signs, Awnings, Canopies, Fixtures, Alterations

5.1 Installation by Tenant. 5.1.1 Tenant shall, at Tenant's sole expense, install all trade fixtures and equipment required to operate its business that are not already installed in the Demised Premises. (all of which shall be new or completely reconditioned and of first-class workmanship and quality.) Tenant shall not make or cause to be made any alterations, additions or improvements or install or cause to be installed any exterior signs, exterior lighting, plumbing fixtures, shares, or awnings or make any changes to the store front without first obtaining Landlord's written approval and consent, which consent shall not be unreasonably withheld. Tenant shall present to the Landlord plans and specifications for work at the time approval is sought and such plans and specifications shall conform to municipal and local governmental ordinances. All trade fixtures, signs, or other personal property installed in the Premises by Tenant shall remain the property of Tenant and may be removed at any time provided that Tenant is not in default hereunder and provided the removal thereof does not cause, contribute to, or result in Tenant's default hereunder; and further provided that Tenant shall at Tenant's sole expense promptly repair any damage to the Premises resulting from the removal of personal property and shall replace same with personal property of like or better quality. 5.1.2 Annexed hereto as Exhibit B-1 is a description of "Tenant's Work" (including the installation of trade fixtures) which shall be done by Tenant at Tenant's expense. For the purpose of completing such work and installing its fixtures and other equipment, Tenant may enter the Premises prior to the Rent Commencement. Tenant shall, at its own expense remove from the Premises and the Common Areas, all trash which may accumulate in connection with Tenant's activities and keep the Common Areas free of building material and equipment used in connection with Tenant's Work, and Tenant shall perform all duties and obligations imposed by this Lease, including but not limited to those provisions relating to utilities, insurance and indemnification, saving and excepting only the obligation to pay Fixed Minimum Rent and Additional Rent which obligations shall commence on the Rent Commencement. The term "trade fixtures" as used herein shall not include carpeting, floor coverings, attached shelving, lighting fixtures other than free-standing lamps, wall coverings, or similar Tenant improvements which shall become the property of Landlord upon surrender of the Premises by Tenant for whatever reason. Tenant shall not attach any fixtures or articles to any portion of the Premises, nor make any alterations, additions, improvements, or changes or perform any other work whatsoever in and to the Premises, other than minor interior, cosmetic and decorative changes which exceed Five Thousand and No/100 Dollars ($5,000.00) in the aggregate per Lease year, without in each instance obtaining the prior written approval of Landlord. Any alterations, additions, improvements, changes to the Premises or other work permitted herein shall be made by Tenant at Tenant's sole cost and expense in the manner set forth in Exhibit B-1. Notwithstanding the foregoing, Tenant may make nonstructural alterations and improvements to the interior of the Premises of FiveTen Thousand and 00/100 Dollars ($10,000.00) or less without Landlord's prior consent, provided the work is performed in a good and workmanlike manner by licensed and bonded contractors and provided further that any work that requires a permit from any governmental authority shall first be obtained prior to the commencement of such alteration or improvement. Tenant may close its business once every five (5) years for up to thirty (30) days to refurbish and redecorate the Premises.

5.2 Signs, Awning and Canopies. 5.2.1 Tenant will not place or permit to be placed or maintained on any exterior door, wall or window of the Demised Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, letter or advertising matter on the glass of any window or door, nor will any illuminated sign be placed in the window display area of the Demised Premises without first obtaining Landlord's written approval and consent, which may be arbitrarily withheld except as follows: 5.2.1.1 Signs: Landlord hereby grants and approves the following signage rights: 5.2.1.2 Opening Signage: Tenant shall have a license to: (i) erect at least one single or double sided wooden sign in the landscaped Common Area adjoining the most

Lease Agreement Page 12 of 62 LL: BV |T: heavily traveled righright-of-way adjacent to the Shopping Center which sign shall say “Coming Soon - Quiznos Sub” or words similar thereto during the period between the Lease execution date and sixty (60) days after the date Tenant opens for business, and (ii) display “Coming Soon” or “Grand Opening” banners on or near the Premises during such period. 5.2.1.3 Permanent Signage: Landlord agrees to allow Tenant to use the standard sign and awning package approved by Franchisor to the maximum size permitted by local governmental authorities. 5.2.1.4 Window Signs/Door Handle: Tenant shall be permitted to display signs and promotional items in the windows of the Premises, including permanent neon signs, provided the same are consistent with Franchisor’s national standards. Tenant shall be permitted to install a standard door handle approved by Franchisor on the entry door(s) to the Premises. 5.2.1.5 All of the above provisions shall be subject to any sign criteria and permitting provisions of applicable governmental agencies, any rules or sign crieriacriteria set forth by the Village Rules, shall be consistentconsistency with the signs currently used by other tenants in the Center and any expenses relating to such signs as are allowed shall be at the Tenant’s sole cost and expense. 5.2.2 Tenant, at its sole cost and expense, shall promptly erect a sign within the area designated by the Landlord, which sign shall be subject to the prior written approval of Landlord. Tenant further agrees that such Tenant’s signs, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved and installed by Tenant shall be maintained in good condition and repair at all times and shall conform to the criteria established from time to time by Landlord for the section of the Building within which the Demised Premises is located. 5.2.3 Any sign, awning or canopy erected, placed or installed by the Tenant shall conform to municipal and local governmental ordinances, be subject to the Tenant first obtaining any necessary permits and or governmental approvals and shall be erected and or installed by a licensed contractor. 5.2.4 Removal of Signs: The Tenant shall remove all signs and repair any damage to the facade of the premises relating to the removal of the signs, unless the sign is cabinet style; in which case, at Landlord’s option the Tenant shall have the plastic insert reversed so that the sign shall show as a blank rather than showing the Tenant’s name. 5.2.5 Tenant’s Failure to Remove Sign: If the Tenant fails to remove Tenant’s signs in accordance with this section 5.2.4, then Tenant shall pay the Landlord the sum of One Thousand ($1,000.00) dollars as and for all costs and expenses relating to this section removal of Tenant’s signage and said payment shall be the Landlord's sole and exclusive remedy as liquidated damages and in full settlement of any claim of Landlord against Tenant arising from or related to Tenant’s failure to remove Tenant’s signs. The parties specifically understand and agree as follows: 5.2.5.1 The foregoing remedy is intended to be the sole and exclusive remedy of the Landlord should the Tenant fail to remove Tenant’s signs as provided under this section 5.2.4 of the Lease; 5.2.5.2 The foregoing remedy is intended to operate as a liquidated damages clause and not as a penalty or forfeiture provision; 5.2.5.3 The actual damages that Landlord may suffer if Tenant defaults as aforesaid are impossible of precise ascertainment and therefore the $1,000.00 represents the parties' reasonable estimate of such damages considering all of the circumstances existing on the date of this Lease; 5.2.5.4 Upon receipt by Landlord of the $1,000.00, this section 5.B.(1).5.2.4 shall cease and terminate and be of no further force or effect and neither the Landlord nor the Tenant shall have further claims against the other relating to this sign removal section 5.2.4, however this section shall not effect affect those other rights and obligations which specifically or by their nature survive.

5.3 Alterations, Bonds and Liens.

Lease Agreement Page 13 of 62 LL: BV |T: 5.3.1 Alterations. 5.3.1.1 Responsibility of Tenant. All alterations, decorations, additions, and improvements made by the Landlord on the Tenant's behalf by agreement under this Lease, shall remain the property of the Tenant only for the term of this Lease, or any extension or renewal hereof. The Tenant shall at all times maintain fire insurance with extended coverage in the name of the Landlord and the Tenant in an amount adequate to cover the cost of replacement of all alterations, decorations, additions or improvements in the event of fire or extended coverage loss. Tenant shall deliver to the Landlord certificates of such fire insurance policies which shall contain a clause requiring the insurer to give the Landlord ten (10) days notice of cancellation of such policies. Such alterations, decorations, additions and improvements shall not be removed from the Demised Premises without prior consent in writing from the Landlord. Upon expiration of this Lease, the Tenant shall remove all such alterations, decoration, additions and improvements, and restore the Demised Premises, as provided hereinafter. If the Tenant fails to remove such alterations, decorations and improvements and restore the Demised Premises, then upon the expiration of this Lease, or any renewal thereof, and upon the Tenant's removal from the Demised Premises, all such alterations, decorations, additions and improvements shall become the property of the Landlord and in such event, should Landlord so elect, Landlord may restore the Demised Premises to its original conditions for the cost of which, with allowance for ordinary wear and tear, Tenant shall be responsible and shall pay promptly upon demand. 5.3.1.2 No Alterations. Except as set forth in Exhibit "B-1" (Landlord’s Work), Tenant hereby expressly acknowledges and agrees that no alteration, additions, repairs or improvements to the Demised Premises of any kind are required or contemplated to be performed as a pre-requisite to the execution of this Lease and the effectiveness thereof according to its terms or in order to place the Demised Premises in a condition necessary for use of the Demised Premises for the purposes set forth in this Lease, that the Demised Premises are presently complete and usable for the purposes set forth in this Lease and that this Lease is in no way conditioned on Tenant making or being able to make alterations, additions, repairs or improvements to the Demised Premises, unless otherwise specified hereunder, not withstanding the fact that alterations, repairs, additions, or improvements may be made by Tenant, for Tenant's convenience or for Tenant's purposes, subject to Landlord's prior written consent, at Tenant's sole cost and expense. 5.3.2 Bonds. Landlord shall have the right to require the Tenant to furnish a performance bond or other security, in form satisfactory to Landlord, for the prompt and faithful performance by Tenant of all work of Tenant. 5.3.3 Mechanic's Liens and Additional Construction. If by reason of any alteration, repair, labor performed or materials furnished to the Demised Premises for or on behalf of the Tenant, any mechanics' or other lien shall be filed, claimed, perfected or otherwise established as provided by law against the Demised Premises, the Building or Lot 7-A, Tenant shall discharge or remove the lien by bonding or otherwise, within the lesser of ten (10) days notice of a filing or five (5) days after notice from Landlord to Tenant of the filing of same. Notwithstanding any provision of this Lease seemingly to the contrary, Tenant shall never, under any circumstances, have the power to subject the interest of Landlord in the Demised Premises, the Building, Lot 7-A or the Center to any mechanics' or materialmen's liens or liens of any kind, nor shall any provision contained in this Lease ever be construed as empowering the Tenant to encumber or cause the Landlord to encumber the title or interest of Landlord in the Demised Premises, the Building or Lot 7-A. 5.3.3.1 Landlord and Tenant expressly acknowledge and agree that neither the Tenant nor any one claiming by, through or under the Tenant, including without limitation contractors, sub- contractors, materialmen, mechanics and laborers, shall have any right to file or place any mechanics' or materialmen's liens of any kind whatsoever upon the Demised Premises, Lot 7-A, the Building nor upon any building or improvement thereon; on the contrary, any such liens are specifically prohibited. All parties with whom the Tenant may deal are hereby put on notice that the Tenant has no power to subject the Landlord's interest in the Demised Premises, the Building or Lot 7-A to any claim or lien of any kind or character and any person, corporation or entity dealing with the Tenant must look solely to the credit of the Tenant for payment and not to the Landlord's interest in the Demised Premises, the Building, Lot 7-A or otherwise.

Lease Agreement Page 14 of 62 LL: BV |T: 5.3.3.2 Any lien against the Demised Premises , the Building or Lot 7-A in violation of this Section shall be null and void and of no force and effect. In addition, Tenant shall indemnify and hold the Landlord harmless from and against any such lien and any costs, damages, charges and expenses, including, but not limited to attorney's fees incurred in connection with or with respect to any such lien. This section shall survive the expiration or termination and any extension, option or renewal of the Lease. 5.3.4 Payment of Tenant's Improvements. Tenant is solely responsible for the payment of bills and invoices for materials and services provided by parties in contract with Tenant for improvement of the Demised Premises, unless Landlord consents to the payment, in writing prior to the delivery of the materials or services. NO LIEN, WHETHER STATUTORY, CONSTRUCTION, MECHANIC, EQUITABLE OR OTHERWISE SHALL ATTACH TO LANDLORDS'S PROPERTY BY REASON OF LIENS FOR IMPROVEMENT TO THE Demised Premises FOR WHICH TENANT IS RESPONSIBLE OR WHICH WERE CONTRACTED BY TENANT, OR ITS CONTRACTOR(S), SUBCONTRACTORS, MATERIALMEN, LABORERS, PROFESSIONAL LIENORS (Architects, Landscape Architects, Interior Designers, Engineers, Or Land Surveyors) OR AGENTS. Landlord and Tenant agree that the Landlord is authorized to record in the Public Records of the County where the Demised Premises are situated, a Memorandum Of Lease (Exhibit "F"), specifically referencing this particular section of the Lease to provide notice to all potential lienors, that no lien will attach to the Landlord's property for improvements by the Tenant.

ARTICLE VI: REPAIRS AND MAINTENANCE

6 Repairs and Maintenance of Demised Premises

6.1 Responsibility of Landlord. Landlord shall keep the exterior supporting walls, the foundations and the roof of the Demised Premises and the Building in reasonable repair, provided the Tenant shall promptly give Landlord written notice of the necessity for such repairs, and provided that the damage thereto shall not have been caused by Tenant, its officers, concessionaires, agents, employees, licensees, or invitees; in which event Tenant shall be responsible for the payment of the costs for such repairs (it being understood and agreed that only Landlord may perform any of said repairs and that in no event whatsoever shall Tenant perform any of said repairs). Landlord shall have no obligation to repair, maintain, alter, replace, or perform any other acts with reference to the Demised Premises or any part thereof, or any plumbing, heating, ventilating, electrical, air conditioning, or other mechanical installations therein; nor for the repair or replacement of broken plate, window glass, doors, nor window or door frames. In no event, however, shall Landlord be liable for damages or injuries arising from the failure to make said repairs, nor shall Landlord be liable for damages or injuries arising from defective workmanship or materials in making any such repairs. Landlord shall have no obligation to repair until a reasonable time after the receipt by Landlord of written notice of the need for repairs. Tenant waives the provision of any law, or any right Tenant may have under common law, permitting Tenant to make repair at Landlord's expense. Except as above provided, Landlord shall not be obligated or required to make any other repairs.

6.2 Responsibilities of Tenant. Without limiting the generality of the foregoing Subsection, Tenant will at all times, from and after delivery of possession of the Demised Premises to Tenant, at its own cost and expense, maintain the Demised Premises in good and tenantable condition, make all needed repairs and replacements to the Demised Premises and every part thereof including plumbing, heating and, air conditioning systems. Tenant's obligations under this Section shall include, but not be limited to, repairing and maintaining items as are required by any governmental agency having jurisdiction thereof (whether the same is ordinary or extraordinary, foreseen or unforeseen), walls (other than exterior walls), ceiling (to the extent caused by Tenant’s negligent or intentional conduct), utility meters (to the extent installed by Tenant or caused by Tenant’s negligent or intentional conduct), pipes and conduits within the Demised Premises (to the extent caused by Tenant’s negligent or intentional conduct), and all utility meters, pipes and conduits outside the Demised Premises which are installed by Tenant or at Tenant's

Lease Agreement Page 15 of 62 LL: BV |T: expense (to the extent caused by Tenant’s negligent or intentional conduct), and all utility meters, pipes and conduits outside the Demised Premises which are damaged or in need of repair or replacement to the extent caused by Tenant’s negligent or intentional conduct, and all fixtures, sprinkler equipment (to the extent caused by Tenant’s negligent or intentional conduct) and other equipment within the Demised Premises, doors and door frames. All glass and glass or window frames, both exterior and interior, is at the sole risk of Tenant, and any glass broken shall be promptly replaced by Tenant with glass of the same or better kind, size and quality. Tenant shall permit no waste, damage or injury to the Demised Premises and Tenant shall initiate and carry out a program of regular maintenance and repair of the Demised Premises, including the painting or refinishing of all areas of the interior so as to impede, to the extent possible, deterioration by ordinary wear and tear and to keep the same in attractive condition. As used in this Article, the term "exterior walls" shall not be deemed to include plate glass, window cases or window frames, doors or door frames and security grilles or similar enclosures. Tenant will not overload the electrical wiring serving the Demised Premises or within the Demised Premises, and will install at its expense, but only after obtaining Landlord's written approval, any additional electrical wiring which may be required in connection with Tenant's apparatus. Tenant shall be liable for all repairs and damages to the Building and or other tenant’s premise resulting from Tenants actions or failure to act. 6.2.1 Tenant, at its sole cost and expense, shall maintain the air conditioning and heating system (“HVAC”) for the Demised Premises in good condition and repair throughout the term of this Lease including but not limited to the replacement of any component(s) of the HVAC including exterior mechanical equipment and all duck work. As a part of its air conditioning maintenance obligation, Tenant shall enter into an annual contract with an air conditioning repair firm, fully licensed to repair air conditioning units in the State of North Carolina, which firm shall: 6.2.2 Regularly service the air conditioning unit(s) on the Demised Premises on a monthly basis, changing belts, filters and other parts as required; 6.2.3 Perform emergency and extraordinary repairs on the air conditioning unit(s); 6.2.4 Keep a detailed record of all services performed on the Demised Premises and prepare a yearly service report to be furnished to the Tenant at the end of each calendar year.

6.3 Tenant may, at Tenant's sole expense, have the HVAC system inspected to ascertain the condition of same and the suitability for the Demised Premises based on Tenant's use thereof.

6.4 Tenant shall furnish to Landlord, at the end of each calendar year, a copy of said yearly service report. Not later than thirty (30) days prior to the date of commencement of the term of this Lease and annually thereafter, Tenant shall furnish to Landlord a copy of the air conditioning maintenance contract described above, and proof that the annual premium for the maintenance contract has been paid. Nothing stated herein shall limit Tenant's obligation to maintain the air conditioning unit(s) in good condition and repair throughout the term of this Lease.

6.5 Tenant will not install any equipment which exceeds the capacity of the utility lines leading into the Demised Premises or the Building of which the Demised Premises constitute a portion.

6.6 Tenant, its employees, or agents, shall not mark, paint, drill or in any way deface any walls, ceilings, partitions, floors, wood, stone, or ironwork without Landlord's written consent.

6.7 Tenant shall comply with the requirement of all laws, orders, ordinances and regulations of all governmental authorities and will not permit any waste of property to be committed and will take good care of and keep in a neat, clean and sanitary condition, the Demised Premises at all times.

6.8 If Tenant refuses or neglects to repair properly as required hereunder and to the reasonable satisfaction of the Landlord as soon as reasonably possible after written demand, Landlord may make such repairs without liability to Tenant for any loss or damage that may occur to Tenant's merchandise, fixtures, or other property, or to Tenant's business by reason thereof, and upon completion thereof. Tenant shall pay as additional rent Landlord's cost for making such repairs plus twenty percent (20%) for

Lease Agreement Page 16 of 62 LL: BV |T: overhead, upon presentation of a bill therefor. Said bill shall include interest at fifteen percent (15%) on said cost from the date of completion of repairs by Landlord. In the event that Landlord shall undertake any maintenance or repair in the course of which it shall be determined that such maintenance or repair work was made necessary by the negligence or willful act of Tenant or any of its employees or agents or that the maintenance or repair is, under the terms of this Lease, the responsibility of Tenant. Tenant shall pay Landlord's costs therefor plus overhead and interest as above provided in this Section.

6.9 Tenant shall give Landlord prompt telephone notice followed by written notice of any accident, fire or damage occurring on or to the Demised Premises.

6.10 Neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by or growing out of any breakage, leakage, or defective condition of the electric wiring, air conditioning or heating pipes and equipment, closets, plumbing, appliances, sprinklers, other equipment, or other facilities, serving the Demised Premises. Neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by, or growing out of any defect in the Building or any part thereof, or in said Building or any part thereof, or in said Demised Premises or any part thereof caused by fire, rain, wind or other cause.

6.11 All property belonging to Tenant or any occupant of the Demised Premises or the Building shall be there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage thereto or theft or misappropriation thereof.

6.12 At the expiration of the tenancy hereby created, Tenant shall surrender the Demised Premises in the same condition (subject to the removals hereinafter required) as the Premises were on the date the Tenant opened the Premises for business to the public (or in the same condition as the Demised Premises were in upon delivery of possession to Tenant), reasonable wear and tear and loss due to insured casualty excepted, and shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent, and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises. Tenant shall remove all its trade fixtures and, to the extent required by Landlord by written notice, any other installation, alterations or improvements before surrendering the Premises as aforesaid and shall repair any damage to the Premises caused thereby. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the term of the Lease. ARTICLE VII: INSURANCE AND INDEMNITY

7 Insurance. 7.1 Liability Insurance. Tenant shall, during the entire term hereof, keep in full force and effect bodily injury and public liability insurance policy in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) for one person and TWO MILLION DOLLARS ($2,000,000.00) for more than one person in any single incident. Tenant shall furnish Landlord with a certificate of insurance or other acceptable evidence that such insurance is in force, and evidence that the premiums have been timely paid by Tenant. Tenant shall, during the entire term hereof, keep in full force and effect property damage insurance in an amount not less than ONE HUNDRED THOUSAND DOLLARS ($100,000.00); and worker's compensation insurance in the maximum amount permitted under North Carolina law. The policy shall name Landlord, any person, firms or corporations designated by Landlord, and Tenant as insured, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord thirty (30) days prior written notice. The insurance shall be in an insurance company approved by Landlord and a copy of the policy or a certificate of insurance shall be delivered to Landlord prior to the commencement of the term of this Lease. In no event shall the limits of said insurance policies be considered a limiting of the liability of Tenant under this Lease. Additional insurance is required for the patio area, see Exhibit "G".

7.2 Plate Glass Insurance. The replacement of any plate glass damaged or broken from any cause whatsoever in and about the Demised Premises shall be Tenant's responsibility. Tenant shall, during the

Lease Agreement Page 17 of 62 LL: BV |T: entire term hereof, keep in full force and effect a policy of plate glass insurance covering all the plate glass of the Demised Premises, in amounts satisfactory to Landlord. The policy shall name Landlord and any person, firm or corporation designated by Landlord and Tenant, as insured and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord ten (10) days prior written notice. The insurance shall be in an insurance company approved by the Landlord and a copy of the policy or a certificate of insurance shall be delivered to Landlord prior to the commencement of the term of this Lease.

7.3 Fire and Extended Coverage Insurance. Tenant shall at all times during the term hereof, and at its cost and expense, maintain in effect policies of insurance covering its fixtures and equipment located on the Demised Premises, in an amount not less than eighty percent (80%) of their actual cash value, providing protection against any period included within the standard classification of "Fire and Extended Coverage," together with insurance against sprinkler damage, vandalism and malicious mischief. The proceeds of such insurance, so long as this Lease remains in effect, shall be used to repair or replace the fixture and equipment so insured.

7.4 Business Interruption Insurance. Tenant shall, during the entire term hereof, keep in full force and effect business interruption insurance in an amount sufficient to reimburse Tenant for a minimum of one year's income for direct or indirect loss of earnings attributable to perils commonly insured against by prudent tenants or attributable to prevention of access to the Demised Premises as a result of such perils shall be maintained by Tenant.

7.5 Increase in Fire Insurance Premium. Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Demised Premises any article which may be prohibited by the standard form of fire and extended risk insurance policy. Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the term of this Lease on the amount of such insurance which may be carried by Landlord on said Demised Premises or the Building of which they are a part, resulting from the type of merchandise sold by Tenant in the Demised Premises or resulting from Tenant's use of the Demised Premises, whether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant's use of the Demised Premises, a schedule issued by the organization making the insurance rate on the Demised Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Demised Premises. Tenant agrees to promptly make, at Tenant's cost, any repairs, alterations, changes and/or improvements to equipment in the Demised Premises required by the company issuing Landlord's fire insurance so as to avoid the cancellation of or the increase in premiums on said insurance. 7.5.1 In the event Tenant's occupation and use of the Demised Premises causes any increase of premium for the fire, boiler and/or casualty rates on the Demised Premises or any part thereof above the rate for the least hazardous type of occupancy legally permitted in the Demised Premises, the Tenant shall pay the additional premium on the fire, boiler and/or casualty insurance policies by reason thereof. The Tenant also shall pay in such event, any additional premium on the rent insurance policy that may be carried by the Landlord for its protection against rent loss through fire. Bills for such additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect and shall be due from, and payable by, Tenant when rendered, and the amount thereof shall be deemed to be additional rent.

7.6 Indemnification of Landlord. In consideration of the Demised Premises being leased to Tenant for the above rental, Tenant agrees at all times, to indemnify, defend and keep harmless Landlord from all losses, damages, liabilities, injuries and expenses, which may arise or be claimed against Landlord and be in favor of any persons, firms or corporations, for any injuries or damages to the person or property of any persons, firms or corporations, consequent upon or arising from the use or occupancy of the Demised Premises, the Building, Lot 7-A or the Building by Tenant or Tenant’s invitees, customers, agents or employees, or consequent upon or arising from any acts, omissions, neglect or fault of Tenant, its agents, servants, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising

Lease Agreement Page 18 of 62 LL: BV |T: from Tenant's failure or the failure of Tenant’s agents, servants, employees, licensees, visitors, customers, patrons or invitees to comply with any laws, statutes, ordinances, codes, regulations or any of the terms and conditions as herein provided; that Landlord shall not be liable to Tenant for any damages, losses or injuries to the persons or property of Tenant which may be caused by the acts, neglect, omissions or faults of any persons, firms or corporations, except when such injury, loss or damage results from the gross negligence of Landlord. All personal property placed or moved into the Demised Premises or Building shall be at the risk of Tenant or the owner thereof, and Landlord shall not be liable to Tenant for any damage to said personal property. Tenant shall maintain at all times during the term of this Lease an insurance policy or policies in an amount or amounts sufficient to indemnify Landlord or pay Landlord's damages, if any, resulting from any matters set forth hereinbefore in this Article. In case Landlord shall be made a party to any litigation commenced against Tenant, then Tenant shall save and hold Landlord harmless in connection with such litigation and shall pay all costs, expenses and attorney's fees incurred or paid by Landlord in connection therewith. Tenant shall also pay all reasonable costs, expenses and reasonable attorney's fees that may be incurred or paid by Landlord in enforcing the covenants and agreements in this Lease.

7.7 Waiver of Subrogation. Landlord and Tenant waive, unless said waiver should invalidate any such insurance, their right to recover damages against each other for any reason whatsoever to the extent the damaged party recovers indemnity from its insurance carrier. Any insurance policy procured by either Tenant or Landlord which does not name the other as a named insured shall, if obtainable, contain an express waiver of any right of subrogation by the insurance company, including but not limited to Tenant's workmen's compensation carrier, against Landlord or Tenant, whichever the case may be. All public liability and property damage policies shall contain an endorsement that Landlord, although named as an insured, shall nevertheless be entitled to recover for damages caused by the negligence of Tenant.

ARTICLE VIII: UTILITIES

8 Utilities. Tenant shall be solely responsible for and promptly pay all charges for gas, electricity, carting, refuse removal or any other utility used or consumed in the Demised Premises. Tenant shall pay its proportional share of the Building’s water utility bill or that amount reasonably calculated by the Landlord to reflect the amount of water consumed by the Tenant if Tenant’s usage is not that of a retail store using only the water consumed from the rest room(s) and an office coffee maker. At Tenant’s option and at Tenant’s sole expense, Tenant may install a separate water meter and pay such water utility bill resulting therefrom. If any such charges are not paid when due, Landlord may, at its option, pay the same, and any amount so paid by landlord shall thereupon become due to Landlord from Tenant as additional rent. In no event shall Landlord be liable for an interruption or failure in the supply of any such utilities to the Demised Premises. Tenant shall also be required prior to taking possession of the Demised Premises to pay to the Landlord any and all water connection charges for the Demised Premises if the Landlord has been required by the governing municipality to pay these charges prior to the Tenant's taking possession of the Demised Premises.

ARTICLE IX: SUBORDINATION AND ATTORNMENT

9 Subordination, Attornment, Financing and Loans.

9.1 Subordination Upon request of Landlord, Tenant hereby will in writing subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the land and Building of which the Demised Premises are a part or upon any buildings hereafter placed upon the land of which the Demised Premises are a part, and to all advanced made or hereafter to be made upon the security thereof, provided that Landlord shall use reasonable efforts to cause any lienor to which Tenant’s rights hereunder are to be subordinated to enter into a non-disturbance agreement with Tenant. As a condition precedent to the

Lease Agreement Page 19 of 62 LL: BV |T: Landlord’s execution of this Lease, Tenant shall execute the Subordination Agreement attached as Exhibit “I” simultaneously with the Execution of the Lease. 9.2 Attornment. If any person shall succeed to all or part of Landlord’s interests in Lot 7-A whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, and if and so requested or required by such successor-in-interest, Tenant shall, without charge, attorn to such successor-in-interest, provided that such successor-in-interest agrees not to disturb Tenant's possession of the Demised Premises. Tenant agrees that it will from time to time upon request by Landlord and, within five (5) days of the date of such request, execute and deliver to such persons as Landlord shall request an estoppel certificate or other similar statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require.

9.3 Financing Agreements. Tenant shall not enter into, execute or deliver any financing agreement that can be considered as a priority to any mortgage or deed of trust that Landlord may have placed upon Lot 7-A, the Building or the Demised Premises.

9.4 Loan Provisions. 9.4.1 Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering Lot 7-A and the Building requires, after a casualty or condemnation, involving more than fifty (50%) percent of the Demised Premises or twenty- five (25%) percent of the Building, that the insurance proceeds or award, as the case may be, be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon all rights and obligations hereunder shall cease and terminate. 9.4.2 In the event of any act or omission by the Landlord which would give the Tenant the right to terminate this Lease or to claim a partial or total eviction pursuant to the terms of this Lease, if any, the Tenant will not exercise such until 9.4.2.1 it has given written notice of such act or omission to the holder of any mortgage whose name and address shall previously have been furnished to Tenant, by delivering such notice of such act or omission addressed to such holder at the last address so furnished and 9.4.2.2 a reasonable period for remedying such act or omission shall have elapsed following such giving of notice during which such parties, or any of them, with reasonable diligence, following the giving of such notice, has not commenced and continued to remedy such act or omission or to cause the same to be remedied. 9.4.3 If, in connection with obtaining financing for the land and/or the Building, a banking, insurance or other recognized institutional lender shall request reasonable corrections of typographical or other clerical errors in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such corrections do not alter the obligations of Tenant hereunder.

ARTICLE X: ASSIGNMENT AND SUBLETTING

10 Assignment and Subletting

10.1 Consent Required. Tenant may not assign this Lease in whole or in part, nor sublet all or any portion of the Demised Premises, without the prior written reasonable consent of Landlord and the prior written consent of Landlord's mortgagee in each instance. The reasonable consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. It is understood that Landlord may refuse to grant such reasonable consent to

Lease Agreement Page 20 of 62 LL: BV |T: any assignment or subletting by Tenant if the Landlord is not satisfied with the financial responsibility, identity or business character, the nature of the occupancy or legality of the proposed use, of the subtenant, or if there is a need for alteration of the Demised Premises by the subtenant. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by any party other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of the covenants on the part of Tenant herein contained. This prohibition against assignment or subletting shall be construed to include prohibition against any assignment or subleasing by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary and a prohibition against any encumbrance of all and any part of Tenant's leasehold interest. Notwithstanding any assignment of sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants and conditions hereof, and said sublessee if consented to by Landlord, shall stringently comply with all Lease terms and conditions. 10.1.1 If Landlord shall not be permitted to terminate this Lease as herein above provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly, within no more than thirty (30) days upon request by Landlord to the Bankruptcy Court, to assume or reject this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Landlord with such Court. In such event, Tenant or any trustee for Tenant may only assume this Lease if (A) it cures or provides adequate assurances that the trustees will promptly cure any default hereunder, (B) compensates or provides adequate assurance that Tenant will promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant's default, and (C) provides adequate assurance of performance during the fully stated term hereof of all of the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease, as set forth herein above, shall include, without limitation, adequate assurance (1) of the source of rent reserved hereunder, and (2) the assumption of this Lease will not breach any provision hereunder. 10.1.2 Excess Income. Any income from the Lease Premises accruing from any assignment or sub-let made by Tenant and approved by Landlord shall be for the benefit of the Landlord whether the income equals the rent set forth and due hereunder or in excess thereof. 10.1.3 Fees. Any proposed assignment or sub-let shall be accompanied by a credit application completed by the proposed assignee or sublessee, as provided by the Landlord and a non-refundable application fee of $250.00. Should the assignee or sublessee be approved by the Landlord, a $500.00 administrative transfer fee shall be require and the payment of the Landlord's attorney's reasonable fees not to exceed $1,000.00 for the review and or drafting of any required documents needed or desirable to effectuate any assignment or transfer. Said administrative transfer fee shall be payable upon the Landlord's initial approval of proposed assignee's or notice of receipt of sublessee's credit report.

10.2 Significant Change of Ownership If the Tenant is a corporation (other than one whose shares are regularly and publicly traded on a recognized stock exchange), then Tenant represents that the ownership and power to vote its entire outstanding capital stock belongs to and is vested in the officer or officers executing this Lease or members of his or their immediate family. If there shall occur any change in the ownership of and/or power to vote (or control the vote of) the majority (herein defined as controlling interest) of the out-standing capital stock of Tenant, whether such change of ownership is by sale, assignment, bequest, inheritance, operation of law or other-wise, without the prior written consent of Landlord, then Landlord shall have the option to terminate this Lease upon thirty (30) days notice to Tenant. For the purposes of this section, the word corporation shall mean any entity including but not limited to any individual, sole proprietorship, partnership, joint venture, limited liability company, limited

Lease Agreement Page 21 of 62 LL: BV |T: liability partnership, trust, estate, unincorporated organization, association, corporation, institution or other entity.

10.3 Notwithstanding the foregoing, Tenant shall have the right to assign this Lease or sublet the Premises, without charge and without Landlord’s consent being required, to QFA Royalties LLC (“QFA”) or its parent, subsidiaries or affiliates (QFA, its parent, subsidiaries and affiliates are each referred to herein as a “QFA Entity” or “Franchisor”). Tenant shall also have the right to assign the Lease or sublet the Premises, without charge and with Landlord’s consent, which consent shall not be unreasonably withheld, to a duly authorized franchisee of Franchisor. In the event of an assignment to a QFA Entity, the QFA Entity shall have the right to reassign this Lease, without charge and with Landlord’s consent, which consent shall not be unreasonably withheld, to a duly authorized franchisee of Franchisor and to thereupon the QFA Entity shall be released from any further liability under this Lease. Any options to extend the term of this Lease shall automatically transfer to an assignee in connection with a transfer made pursuant to the foregoing paragraph. Tenant shall agree to attorn to any assignee of Landlord provided such assignee will agree not to disturb Tenant’s possession of the Premises.

ARTICLE XI: WASTE & GOVERNMENTAL REGULATIONS

11 Waste, Governmental Regulations

11.1 Waste or Nuisance. Tenant shall not commit or suffer to be committed any waste upon the Demised Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building or the Center, or which may adversely affect Landlord's fee interest in the Demised Premises, in Lot 7-A or in the Building.

11.2 Governmental Regulations. Tenant shall, at Tenant's sole cost and expense, comply with all regulations of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to Tenant or its use of the Demised Premises, and shall faithfully observe in the use of the Demised Premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force. Tenant shall indemnify, defend and save Landlord harmless from penalties, fines, costs, expenses or damages resulting from Tenant's failure to perform its obligations in this Section.

ARTICLE XII: RULES & REGULATIONS

12 Rules and Regulations. 12.1 The “Rules and Regulations” shall mean those Rules and Regulations set forth and defined in Exhibit "E" below.

12.2 Landlord reserves the right from time to time to suspend, amend or supplement the Rules and Regulations, and to adopt and promulgate additional rules and regulations applicable to the Building and the Demised Premises. Notice of such Rules and Regulations and amendments and supplements thereto, if any, shall be given to the Tenant and Tenant agrees to comply with all additional and supplemental Rules and Regulations upon notice of same from Landlord.

ARTICLE XIII: REPRESENTATIONS

13 Representations of Tenant and Landlord. 13.1 Representations of Tenant. 13.1.1 As part of the consideration for Landlord to lease to Tenant, Tenant has made a Credit Application (the "Application") to Landlord, which application together with the financial statements provided are made a part of this lease as if fully set forth herein. Tenant recognizes Landlord's material reliance upon the complete accuracy of each of the representations made therein, and Tenant

Lease Agreement Page 22 of 62 LL: BV |T: acknowledges that each and every obligation of the Landlord hereunder is conditioned upon the accuracy of said Application. 13.1.2 Net Lease. The Tenant acknowledges that this is a net lease in which Landlord has no responsibilities except as expressly set out in this Lease. Landlord is not responsible during the lease term for any costs, charges, expenses, and outlays of any nature arising from or relating to the Demised Premises and Tenant shall pay all charges, expenses, costs, and outlays of every nature and kind relating to the Demised Premises and Lease except as may be otherwise expressly set out in this Lease. This obligation of Tenant shall include the costs of compliance with all Federal, State and local laws, orders rules, or regulations affecting the Demised Premises or Tenant's use thereof. 13.1.3 Tenant Waivers. Tenant waives its rights to trial by jury in any action, proceeding or counterclaim brought against the Landlord on any matter arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, the Tenant's use or occupancy of the Demised Premises, and any claim for the Tenant's use or occupancy of the Demised Premises, and any claim for injury or damage. Tenant acknowledges that the Tenant's foregoing waiver is a material consideration without which the Landlord would not enter into this Lease. In the event Landlord commences any proceeding for the non-payment of base or additional rent, Tenant shall not file any noncompulsory counterclaims in said proceedings. This shall not, however, be construed as a waiver of Tenant's right to assert such counterclaims in a separate action brought by Tenant. Tenant expressly waives any and all rights of redemption granted by or under any present or future laws should Tenant be evicted or disposed from the Demised Premises for any cause, or Landlord re-enters the Demised Premises following the occurrence of any default, or this lease is terminated before the lease term expiration date stated in the Lease. Tenant expressly waives any right to assert a defense based on merger and agrees that neither the commencement or settlement of any action or proceeding, nor the entry of judgment shall bar Landlord from bringing any subsequent actions or proceedings from time to time.

13.2 Representations of Landlord. Landlord or Landlord's agents have made no representations or promises with respect to the Center, Lot 7-A, the Building or the Demised Premises, or the zoning, land use, or permissive uses of any of the foregoing, except as herein expressly set forth, if at all, and no rights, easements or licenses are acquired by Tenant, by implication or otherwise, except as expressly set forth in the provisions of this Lease. Tenant shall be solely responsible to determine prior to the execution of this Lease that the zoning, land use, and any other governmental ordinances, laws, regulations, or otherwise, permit the use which Tenant intends to make of the Demised Premises. Landlord makes no representation or warranty of any kind or nature that Tenant will be entitled to receive an occupational license for the conduct of its intended business at the Demised Premises, and the responsibility to determine such matters shall rest with Tenant prior to the execution of this Lease. The taking possession of the Demised Premises by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts the Demised Premises and the Building and that same were in good, satisfactory condition at the time such possession was so taken.

ARTICLE XIV: DESTRUCTION OF DEMISED PREMISES AND OR RENOVATION

14 Destruction of Demised Premises and or Renovation

14.1 Total or Partial Destruction. If the Demised Premises shall be damaged by fire, the elements, unavoidable accident or other casualty, without fault of Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, and the rent and other charges shall not be abated. If by reason of such occurrence, the Demised Premises shall be rendered untenantable only in part, Landlord shall at its own expense cause the damage except to Tenant's equipment and trade fixtures, to be repaired, but only to the extent of Landlord's original obligation to construct pursuant hereto, and the Fixed Minimum Rent meanwhile shall be abated proportionately as to the portion of the Demised Premises rendered untenantable. If the Demised Premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant's equipment and

Lease Agreement Page 23 of 62 LL: BV |T: trade fixtures, to be repaired, but only to the extent of the Landlord's original obligation to construct pursuant hereto and the fixed Minimum Rent meanwhile shall be abated in whole except that Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed Demised Premises, and in such event this Lease and the tenancy hereby created shall cease as of the date of the said occurrence. Nothing in this Section shall be construed to permit the abatement in whole or in part of the Percentage Rent, or percentage payment of Landlord's Total Construction Cost, nor charges for common area maintenance and real estate taxes attributable to any period during which the Demised Premises shall be in untenantable condition, nor shall there be any abatement in these items nor the Fixed Minimum Rent if such damage is caused by the fault of Tenant. 14.1.1 Destruction of Building. In the event that fifty percent (50%) of more of the rentable area of the Building shall be damaged or destroyed by fire or other cause, notwithstanding any other provisions contained herein and that the Demised Premises may be unaffected by such fire or other cause, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant days within sixty (60) after said occurrence, to elect to cancel and terminate this Lease. Upon the giving of such notice to Tenant, the term of this Lease shall expire by lapse of time upon the third day after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord. 14.1.2 Damage Near End of Term. If the Demised Premises are destroyed or damaged during the last eighteen (18) months of the term of this Lease and the estimated cost of repair exceeds ten percent (10% ) of the Fixed Minimum Rent then remaining to be paid by Tenant for the balance of the term, Landlord may at its option cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to Tenant of its election to do so within forty five (45) days after the date of occurrence of such damage. If Landlord shall not so elect to terminate this Lease, the repair of such damage shall be governed by Section 15.01. 14.1.3 Reconstruction of Improvement. In the event of any reconstruction of the Demised Premises under this Section, said reconstruction shall be in substantial conformity with the provisions of Exhibit "B-2" hereof to the extent of the work as therein set forth as "Landlord's Work". Tenant, at its sole cost and expense, shall be responsible for the repair and restoration of all items set forth as "Tenant's Work" in Exhibit "B-1" and the replacement of its stock in trade fixtures, furniture, furnishings and equipment. Landlord shall commence the Landlord’s Work as soon as possible and shall diligently prosecute same for re-delivery of possession of the Demised Premises to Tenant upon completion. Tenant shall commence the installation of fixtures, equipment and merchandise hereof promptly upon delivery to it of possession of the Demised Premises and shall diligently prosecute such installation to completion. 14.1.4 Termination. Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligations to the other party coincident with the surrender of possession of the Demised Premises to the Landlord except for items which have theretofore accrued and are then unpaid.

ARTICLE XV: GOVERNMENT TAKING

15 Eminent Domain

15.1 Eminent Domain. If the whole of the Demised Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then the term of this Lease shall cease and terminate as of the date of title vesting in the condemning governmental body or other authority pursuant to such proceeding and all rentals and other charges shall be paid up to that date and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease.

15.2 Partial Condemnation. If a part of the Demised Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and such partial taking or condemnation shall render the Demised Premises unsuitable for the business of the Tenant, then the term of this Lease shall cease and terminate as of the date of title vesting in the condemning governmental body or other

Lease Agreement Page 24 of 62 LL: BV |T: authority pursuant to such proceeding and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event of a partial taking or condemnation which is not extensive enough to render the Demised Premises unsuitable for the business of the Tenant, then Landlord shall promptly restore the Demised Premises to a condition comparable to its condition at the time of such condemnation less that portion lost in the taking, and this Lease shall continue in full force and effect except that the fixed Minimum Annual Rent shall be reduced in proportion to the portion of the Demised Premises lost in the taking; provided, however, there shall be no reduction to other or additional rent (except as it may relate to the reduced portion of the Demised Premises) as a result of such partial taking or condemnation. In the event that fifty percent (50%) or more of the rent-area of the Building shall be acquired or condemned by eminent domain, the Landlord shall have a similar right to cancel and terminate this Lease as provided in Section 15.1.

15.3 Landlord's Damages. In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, the Tenant shall not be entitled to any part of the award, as damages or otherwise, for such condemnation and Landlord is to receive the full amount of such award, the Tenant hereby expressly waives any right or claim to any part thereof.

15.4 Tenant's Damages. Although all damages in the event of any condemnation are to belong to the Landlord whether such damages are awarded as compensation for diminution in value of the leasehold or the fee of the Demised Premises, Tenant shall have right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any damage to Tenant's business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment.

15.5 Sale Under Threat of Condemnation. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes under this Article.

ARTICLE XVI: DEFAULT OF TENANT

16 Default of Tenant

16.1 Events of Default.

16.1.1 Upon the happening of one or more of the events set forth below in 16.1.1.1 to 16.1.1.11 inclusive (any of which is referred to hereinafter as an "Event of Default"), the Landlord shall have any and all rights and remedies hereinafter set forth:

16.1.1.1 In the event Tenant should fail to pay any one or more of said monthly installments of Rrent, or any other sums required to be paid hereunder and said sum remains unpaid for five (5) days after being due;

16.1.1.2 In the event a petition in bankruptcy (including Chapter X and Chapter XI bankruptcy proceedings or any other re-organization proceedings under the Bankruptcy Act) be filed by or against the Tenant and such petition is not dismissed within sixty (60) days from the filing thereof, or in the event Tenant is adjudged a bankrupt;

16.1.1.3 In the event an assignment for the benefit of creditors is made by Tenant;

16.1.1.4 In the event of an appointment by any court of a receiver or other court officer of Tenant's property and such receivership is not dismissed within thirty (30) days from such appointment;

Lease Agreement Page 25 of 62 LL: BV |T: 16.1.1.5 ln the event Tenant removes, attempts to remove, or permits to be removed from the Demised Premises, except in the usual course of trade, the goods, furniture, effect or other property of the Tenant brought thereon;

16.1.1.6 In the event Tenant, before the expiration of said term, and without the written consent of the Landlord, vacates said Demised Premises or abandons the possession thereof, or uses the same for purposes other than for which the same are hereby leased, or ceases to use the Demised Premises for the purposes herein expressed;

16.1.1.7 In the event an execution or other legal process is levied upon the goods, furniture, effects or other property of Tenant brought on said Demised Premises, or upon the interest of Tenant in this Lease, and the same is not satisfied or dismissed within ten (10) days from such levy;

16.1.1.8 In the event any lien be filed or attach to Landlord's property for alterations, improvements, repairs, labor performed or materials furnished for or on behalf of Tenant, and the same is not removed, cancelled, released, extinguished, discharged, removed by bonding or otherwise within the lesser period of ten (10) days of notice of filing or within five (5) days of notice to Tenant by Landlord;

16.1.1.9 In the event Tenant violates the Village Rules or the Rules and Regulations on more than two occasions during the term of this Lease.

16.1.1.10 In the event Tenant violates the Rules and Regulations and or the Village Rules contained in Exhibit “E”.

16.1.1.11 In the event Tenant violates any other term, condition or covenant on the part of Tenant herein contained, and fails to commence and proceed with diligence and dispatch to remedy the same within ten (10) days after written notice thereof is given by Landlord to Tenant. 16.2 Remedies of Landlord.

16.2.1 If any Event of Default occurs, the Landlord shall have the right, at the option of Landlord, to terminate this Lease upon three (3) days written notice to Tenant, and to thereupon reenter and take possession of the Demised Premises with or without legal process. If any Event of Default occurs, Landlord shall have the right, at its option, from time to time, without terminating this Lease, to reenter and relet the Demised Premises, or any part thereof, with or without legal process, as the agent and for the account of Tenant upon such terms and conditions as Landlord may deem advisable or satisfactory, in which event the rents received on such reletting shall be applied first to the expense of such reletting and collection including but not limited to, necessary renovation and alterations of the Demised Premises, reasonable attorney's fees, any real estate commissions paid, and thereafter toward payment of all sums due or to become due Landlord hereunder, and if a sufficient sum shall not be thus realized or secured to pay such sums and other charges, (i) at Landlord's option, Tenant shall pay Landlord any deficiency monthly, notwithstanding Landlord may have received rental in excess of the rental stipulated in this Lease in previous or subsequent months, and Landlord may bring an action therefor as such monthly deficiency shall arise, or (ii) at Landlord's option, the entire deficiency, which is subject to ascertainment for the remaining term of this Lease, shall be immediately due and payable by Tenant. Nothing herein, however, shall be constructed to require Landlord to reenter and relet in any event. The Landlord shall not, in any case, be required to pay Tenant any surplus of any sums received by Landlord on a reletting of said Demised Premises in excess of the rent provided in this Lease.

16.2.2 If any Event of Default occurs, the Landlord shall have the right, at its option, to declare the rents for the entire remaining term and other indebtedness, if any, immediately due and payable without regard to whether possession shall have been surrendered to or taken from Landlord, and may commence action immediately thereupon and recover judgment therefor.

Lease Agreement Page 26 of 62 LL: BV |T: 16.2.3 If any Event of Default occurs, the Landlord, in addition to other rights and remedies it may have, shall have the right to remove all or any part of the Tenant's property from the Demised Premises and any property removed may be stored in any public warehouse or elsewhere at the cost of, and for the account of Tenant and the Landlord shall not be responsible for the care or safekeeping thereof, and the Tenant hereby waives any and all loss, destruction and/or damage or injury which may be occasioned by any of the aforesaid acts.

16.2.4 No such reentry or taking possession of the Demised Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention is given to Tenant. Notwithstanding any such reletting without termination, Landlord may at all times thereafter elect to terminate this lease for such previous default or breach. Any such reentry shall be allowed by Tenant without hindrance, and Landlord shall not be liable in damages for any such reentry, or guilty of trespass or forcible entry.

16.2.5 If any Event of Default occurs, the Landlord, in addition to other rights and remedies it may have, shall have the right to recapture as additional rent from Tenant a pro-rata share of any payment made as and for any related expense in procuring Tenant as a tenant of the Demised Premises including but not limited to brokerage commissions or finders fees paid by Landlord in connection with the execution of the Lease or any extension, renewal thereof by Tenant.

16.2.6 Any rental which may be due Landlord, whether by acceleration or otherwise, as herein provided in this Article, shall include the percentage and fixed Minimum Annual Rent and any other costs and expenses denominated as additional rentals in this Lease.

16.2.7 Any and all rights, remedies and options given in this Lease to Landlord shall be cumulative and in addition to and without waiver of, or in derogation of, any right or remedy given to it under any law now or hereafter in effect. The failure on the part of the Landlord to exercise promptly any rights given here under shall not operate to forfeit any of the said rights, all of which shall be cumulative.

16.2.8 If the Event of Default is a default of any rental payment or any other payment due under this Lease, Landlord may in Landlord's notice to Tenant of such Event of Default, require the Tenant's payment to cure the default be in cash, cashier's check, and/or certified check. Landlord and Tenant agree that should Landlord so elect to require payment by cash, cashier's check or certified check in Landlord's notice to Tenant, a tender of money to cure the default which is not in the form requested by Landlord shall be deemed a failure to cure the default. In the event Tenant fails to make any rental payment within five (5) days of the date due, Tenant agrees to pay Landlord an administrative late fee of Twenty Five ($50.00) dollars. Should Tenant within any twelve (12) month period fail three (3) time to make rental payments in a timely manner, Tenant agrees to tender an additional Security Deposit of One Thousand ($1,000.00) Dollars. Nothing contained in this article shall in any way diminish or be construed as waiving any of Landlord's other remedies as provided elsewhere in this Lease, or by law or in equity. 16.2.9 Bad Checks. If any check given to Landlord for any payment under this Lease is dishonored for any reason whatsoever not attributable to Landlord, in addition to all other remedies available to Landlord, at Landlord's option, all future payments from Tenant shall be made by cashier's check drawn on a bank located in the county where the Premises are located or by Federal Reserve wire transfer to Landlord's account.

16.3 Waiver. The waiver by Landlord of any breach of any term, condition or covenant herein contained shall not be a waiver of such term, condition or covenant, or any subsequent breach of the same or any other term, condition or covenant herein contained. The consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent similar act by Tenant. No reentry hereunder shall bar the recovery or rents or damages for the breach of any of the terms, conditions or

Lease Agreement Page 27 of 62 LL: BV |T: covenants on the part of Tenant herein contained. The receipt of rent after breach or condition broken, or delay on the part of Landlord to enforce any right hereunder, shall not be deemed a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, or a waiver of the right of Landlord to annul this Lease or to reenter said Demised Premises or to relet same.

16.4 Expenses of Enforcement. In the event any payment due Landlord under this Lease shall not be paid on the due date plus the grace period provided under § 16.1.1.1, said payment shall bear interest at the rate of the lesser of eighteen percent (18%) per annum or the highest rate of interest then allowable pursuant to North Carolina law (the “Default Rate”), from the due date until paid unless otherwise specifically provided herein, but the payment of such interest shall not excuse or cure any default by Tenant under this Lease. [It is the intent of the Landlord that in no event shall the Tenant pay interest in excess of the maximum rate permitted to be paid under the laws of the State of North Carolina. If for any reason the stated or effective interest should exceed the maximum lawful interest, the effective interest shall be deemed reduced to, and shall be, such maximum lawful interest.] In the event that it shall be necessary for Landlord to give more than one (1) written notice to Tenant of any violation of this Lease, Landlord shall be entitled to make an administrative charge to Tenant of Fifty and 00/100 Dollars ($50.00) for each such notice. Tenant recognizes and agrees that the charges which Landlord is entitled to make upon the conditions stated in this Section represent, at the time this Lease is made, a fair and reasonable estimate and liquidation of the costs of Landlord in the administration of the Building resulting from the events described which costs are not contemplated or included in any other rental or charges provided to be paid by Tenant to Landlord in this Lease. Any charges becoming due under this Section of this Lease shall be added and become due with the next ensuing monthly payment of Fixed Minimum Rent and shall be collectible as a part thereof. The foregoing notwithstanding, in no event shall Tenant pay interest in excess of the maximum rate permitted to be paid under the laws of the State of North Carolina. 16.5 Legal Expenses. In the event it shall become necessary for Landlord to employ the services of an attorney to enforce any of its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant of this Lease on the part of the Tenant to be kept or performed, regardless of whether suit be brought, Tenant shall pay to Landlord such reasonable fee as shall be charged by Landlord's attorney for such services. Should suit be brought for the recovery of possession of the Demised Premises, or for rent or any other sum due Landlord under this Lease, or because of the breach of any of Tenant's covenants under this Lease, Tenant shall pay to Landlord all expenses of such suit and any appeal thereof, the cost of post judgment collection, including a reasonable attorney's fee.

ARTICLE XVII: ACCESS BY LANDLORD

17 Access by Landlord

17.1 Right of Entry. Landlord and Landlord's agents shall have the right to enter the Demised Premises at all reasonable times (except in case of emergency) to examine the same, and to show them to prospective purchasers or lessees of the Building, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, and the Landlord shall be allowed to take all material into and upon the Demised Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall in no wise abate while said repairs, alterations, improvements, or additions are being made unless Tenant is prevented from operating in the Demised Premises in whole or in part, in which event rent shall be proportionately abated during said period. During the three (3) months prior to the expiration of the term of this Lease or any renewal term, Landlord may exhibit the Demised Premises to prospective tenants or purchasers, and place upon the Demised Premises the usual notice "To Let" or "For Sale", or similar notice, which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit entry into said Demised Premises, at any time, when for any reason and entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the same without in any manner

Lease Agreement Page 28 of 62 LL: BV |T: affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed and construed to impose upon Landlord any obligations, responsibility or liability whatsoever, for the care, maintenance or repair of the Building or any part thereof, except as otherwise herein specifically provided.

ARTICLE XVIII: TENANT'S PROPERTY

18 Tenant's Property

18.1 Taxes on Leasehold. Tenant shall be responsible for and shall pay before delinquent 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 Demised Premises by the Tenant.

18.2 Loss and Damage. Landlord shall not be responsible for any damage to property of Tenant or of others located on the Demised 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, steam, gas, electricity, water, rain, or leaks from any part of the Demised Premises or from the pipes, appliances, or plumbing works or from the roof, street or sub- surface or from any other place by dampness or by any other cause of whatsoever nature. Landlord shall not be liable for any such damage caused by other tenants or persons on the Demised Premises, occupants of the Building, occupants of adjacent property, of the Center, or the public, or caused by operations and construction of any private, public, of quasi-public work. Landlord shall not be liable for any latent defect in the Demised Premises or in the Building of which they form a part. All property of Tenant kept or stored on the Demised Premises shall be so kept or stored at the risk of Tenant only and Tenant shall hold Landlord harmless from any and all claims arising out of damage to same, including subrogation claims by Tenant's insurance carriers.

18.3 Notice by Tenant of fire or accidents. Tenant shall give immediate notice to Landlord in case of fire or accidents in the Demised Premises or in the Building of which the Demised Premises are a part or of defects therein or in any fixtures or equipment.

ARTICLE XIX: SURRENDER OF DEMISED PREMISES, HOLDING OVER & SUCCESSORS

19 Surrender of Demised Premises, Holding Over and Successors

19.1 Surrender of Premises. Tenant agrees to deliver up and surrender to Landlord possession of the Demised Premises upon termination of this Lease, broom clean as a “vanilla box” in good condition and repair with all equipment and fixtures removed and plumbing capped. The singular exception shall be the bath rooms which shall be the same as at the Commencement Date, ordinary wear and tear excepted. Nothing herein shall be construed as relieving Tenant of any of its maintenance, repair or replacement obligations under this Lease. 19.2 Holding Over. Should Tenant, with Landlord's written consent, hold over at the end of the term, for a period in excess of thirty (30) days, Tenant shall become a Tenant at will and any such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay rent (including Fixed Minimum Rent and Additional Rent) and other charges at the highest monthly rate provided for herein. If Tenant holds over at the end of the term without Landlord's written consent for more than thirty (30) days, Tenant shall pay Landlord as liquidated damages, a sum equal to One Hundred and Fifty (150%) percent the Rent most recently paid (including Fixed Minimum Annual Rent) and Additional Rent) to be paid by Tenant to Landlord for all the time Tenant shall so retain possession of the Demises Premises; provided that the exercise of Landlord's rights under this clause shall not be

Lease Agreement Page 29 of 62 LL: BV |T: interpreted as a grant of permission to Tenant to continue in possession nor shall Landlord relinquish its right to pursue further remedies against Tenant. 19.3 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 permitted assigns of the said parties; and if there shall be more than one Tenant, they shall 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 in writing as provided herein. Nothing contained in this Lease shall in any manner restrict Landlord's right to assign or encumber this Lease and, in the event Landlord sells its interest in Lot 7-A and the purchaser assumes Landlord's obligation and covenants, Landlord shall thereupon be relieved of all further obligations hereunder.

ARTICLE XX: QUIET ENJOYMENT

20 Quiet Enjoyment

20.1 Landlord's Covenant. Upon payment by the Tenant of the rents, additional rent and other damages herein provided, and upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the term hereby demised without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject, nevertheless, to the terms, covenants and conditions of this Lease, the Village Rules and all existing or future ground leases, underlying leases, mortgages, or deeds of trust encumbering Lot 7-A and the Building. 20.2 Notwithstanding the foregoing, Landlord may temporarily close the Building and preclude access to the Building or the Demised Premises in the event of repairs, casualty, governmental requirements, the threat of an emergency such as a hurricane, civil commotion, war like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, floods, other natural disasters, or acts of God, or if Landlord reasonably deems it necessary in order to prevent damage or injury to person or property, and at all times subject to Center’s and the Landlord's security policies and procedures. 20.3 Tenant agrees that Landlord and its agents may inspect the Demised Premises at any reasonable time (but not between the hours of 11:00 a.m. and 2:00 p.m.) and that Landlord may make such repairs or improvements to the Demised Premises or any part of the Building that Landlord may deem desirable or necessary which Tenant has not agreed herein to do or has failed to do. In the event of an emergency, Landlord shall have the right to enter the Demised Premises without Tenant's permission if Tenant is not immediately available. Tenant further agrees that during ninety (90) days preceding the Term termination, Landlord or its agents shall have the right to show the Demised Premises to potential tenants, and to place various notices on the Demised Premises offering the Demised Premises to such tenants.

ARTICLE XXI: ENVIRONMENTAL COMPLIANCE

21 Environmental Compliance 21.1 No Storage or Disposal. Tenant shall not handle, install, store, use, treat, transport or dispose of, spill or discharge (or knowingly permit or acquiesce in the handling, installation, storage, use, treatment, transportation, spilling, discharge or disposal by Tenant, its agents, employees, independent contractors, or subtenants) on the Demised Premises, the Building, the Common Area or any other portions of the Center any: (a) asbestos in any form; (b) urea formaldehyde foam insulation; (c) transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million; or (d) any other chemical, material, air pollutant, toxic pollutant, waste, or substance which is regulated as toxic or hazardous or exposure to which is prohibited, limited or regulated by the U.S Congress, the Environmental Protection Agency, the Resource

Lease Agreement Page 30 of 62 LL: BV |T: Conservation Recovery Act, the Comprehensive and Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act and or and the regulations promulgated thereunder (as amended from time to time) and or any other federal, state, county, regional, local or other governmental authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the occupants of the Demised Premises, the premises adjacent to the Demised Premises or any other portions of the Building, Lot 7-A or the Center; and which is either: (i) present in amounts in excess of that permitted or deemed safe under applicable law; or (ii) handled, installed, stored, used, treated, transported, spilled, discharged or disposed of in any manner which is prohibited or deemed unsafe under applicable law. (The substances referred to in (a), (b), (c) or (d) are collectively referred to hereinafter as "Hazardous Materials"). The foregoing is not intended to prevent the use of customary office products provided that the use, storage and disposal thereof is in strict compliance with all applicable Cleanup Laws.

21.2 Cleanup Laws. Tenant shall, at Tenant's own expense, comply with any presently existing or hereafter enacted laws relating to Hazardous Materials ("Cleanup Laws"). Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the appropriate governmental authority (the "Authority") under the Cleanup Laws. Should any Authority require that a cleanup plan be prepared and that a cleanup be undertaken because of the existence of Hazardous Materials which were handled, installed, stored, used, treated, transported, disposed of, spilled or discharged in the Building or on the Demised Premises, or on any portion of the Common Area or any other portion of the Building, Lot 7-A or the Center by Tenant, its agents, employees, independent contractors or subtenants during the Term of this Lease, Tenant shall, at Tenant's own expense, prepare and submit the required plans and financial assurances and carry out the approved plans in accordance with such Cleanup Laws and to Landlord's satisfaction. At no expense to Landlord, Tenant shall promptly provide all information requested by Landlord for preparation of affidavits or other documents required by Landlord to determine the applicability of the Cleanup Laws to the Demised Premises , the Building, Lot 7-A or any such portion of the Common Area or any other portion of the Center, as the case may be, and shall sign the affidavits promptly when requested to do so by Landlord. Tenant shall indemnify, defend, save and hold Landlord harmless from and against, and reimburse Landlord for, any and all obligations, damages, injunctions, suits, fines, penalties, demands, claims, costs, expenses, actions, liabilities, suits, proceedings and losses of whatever nature (including, without limitation, Attorneys' Fees and court costs), and all cleanup or removal costs and all actions of any kind arising out of or in any way connected with the handling, installation, storage, use, treatment, transporting, disposal, spillage or discharge of Hazardous Materials in the Building, on Lot 7-A or in or on the Demised Premises, or on any portion of the Common Area or any other portion of the Center by Tenant, its agents, employees, independent contractors or subtenants during the Lease Term; and from all fines, suits, procedures, claims and actions of any kind arising out of Tenant's failure to provide all information, make all submissions and take all steps required by the Authority under the Cleanup Laws or any other environmental law. Tenant's obligations and liabilities under this Section 21.2 shall continue so long as Landlord, any of Landlord's affiliates and/or Landlord's successors in interests shall remain responsible for Hazardous Materials at Lot 7-A, at the Building, the Demised Premises, or any portion of the Common Area or any other portion of the Center, that were handled, installed, stored, used, treated, transported, disposed of, spilled or discharged during the Lease Term by Tenant, its agents, employees, independent contractors or subtenants. In addition to and not in limitation of Landlord's other rights and remedies, Tenant's failure to abide by the terms of this Section 21.2 shall be restrainable by injunction.

21.3 Environmental Notices. Tenant shall promptly supply Landlord with copies of any notices, correspondence and submissions made by Tenant to or received by Tenant from any governmental authorities of the United States Environmental Protection Agency, the United States Occupational Safety and Health Administration, or any other local, state or federal authority that relates to environmental matters or hazardous waste or substances.

Lease Agreement Page 31 of 62 LL: BV |T: 21.4 Survival. Tenant's liability pursuant to the terms of this Article 21 shall survive the expiration or earlier termination of this Lease.

21.5 Landlord’s Representation. Landlord represents and warrants that the Premises are free of all asbestos, asbestos containing materials and other hazardous or toxic materials (collectively, “Hazardous Materials”). Tenant shall have no obligation to make any repairs, alterations or improvements to the Demised Premises or incur any costs or expenses whatsoever as a result of Hazardous Materials in or about the Shopping Center, Building or the Demised Premises, other than those Hazardous Materials brought onto such areas by Tenant. Landlord shall be solely responsible for any changes to the Demised Premises relating to Hazardous Materials (at Landlord’s expense and not as a charge to Tenant’s build out allowance if any), unless those Hazardous Materials were brought onto Demised Premises by Tenant. Landlord shall indemnify and hold Tenant harmless from and against all liabilities, costs, damages and expenses which Tenant may incur (including reasonable attorneys’ fees) as a result of a breach of Landlord’s representation and warranty set forth in this paragraph or the presence of Hazardous Materials in or about the Building or the Demised Premises, unless those Hazardous Materials were brought onto such areas by Tenant.

ARTICLE XXII: MISCELLANEOUS

22 Miscellaneous

22.1 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided herein or by law.

22.2 No partnership, Relationship of Parties: Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant, nor does anything in this Lease confer any interest in Landlord in the conduct of Tenant's business. A fiduciary relationship shall not exist between the parties and neither party shall owe fiduciary duties to the other. This Lease is not perceived by the parties to be a "complex transaction" and should not be construed as a "complex transaction."

22.3 Notices. Unless otherwise provided herein, any notices, requests, demands or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when: 22.3.1 By Tenant to Landlord, notice must be served by certified mail, return receipt requested, addressed to Landlord at the address first herein-above set forth or at such other address as Landlord may designate by written notice. 22.3.2 By Landlord to Tenant after commencement of the term hereof, Landlord shall give notice to Tenant by certified mail, return receipt requested, addressed to Tenant at the Demised Premises or by hand or courier service delivery by Landlord to the Demised Premises. Notices as to change of address shall become effective five business days subsequent to receipt of notice given in accordance with this paragraph.

22.4 Notice and Cure Rights: Landlord agrees to give Franchisor written notice of any Tenant defaults as a prerequisite to exercising any remedies against Tenant under the Lease. Franchisor shall have Tenant's cure period plus an additional three (3)five (5) business days (but in no event less than

Lease Agreement Page 32 of 62 LL: BV |T: thirtyfifteen (3015) days total for non-monetary defaults) to cure (at Franchisor’s option) any such defaults on Tenant's behalf, and to perform any other acts on Tenant's behalf as may be necessary to keep the Lease in full force and effect. In the event Franchisor executes on its security interest in this Lease and Tenant's fixtures and equipment (pursuant to the terms of its franchise agreement with Tenant), such action shall not be deemed a default or assignment under this Lease; provided, however, Franchisor shall thereafter have the right to assign this Lease on Tenant's behalf, without charge and with Landlord’s consent, which consent shall not be unreasonably withheld, to an authorized franchisee of Franchisor. Notice to Franchisor shall be addressed as follows: Quizno’s Franchising II LLCQFA Royalties LLC 1475 Lawrence Street, Suite 400 Denver, Colorado 80202 Attn: Legal Department Phone: (720) 359-3300 Notice to Franchisor shall be effective by delivering same by facsimile, email, commercial courier and or certified mail.

22.5 Tenant Defined, Use of Pronoun. The word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, and the permitted sublessees, assigns and successors thereof. If there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given to all thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference even though Landlord or Tenant may be an individual, a partnership, a corporation, or a group of two or more individuals or corporations. The necessary grammatical changes required to make the provisions of this Lease apply in the plural sense where there is more than one Landlord or Tenant and to either corporations, associations, partnerships, or individuals, males or females, shall in all instances be assumed as though in each case fully expressed.

22.6 Brokers Commission. The Tenant represents and warrants to Landlord that there are no claims for brokerage commissions or finders fees in connection with the execution of this Lease, except as listed below, and agrees to indemnify, defend and save the Landlord harmless from all liabilities arising from any such claim including, without limitation, the cost of counsel fees in connection therewith. Broker: Bryan Wyker, The Providence Group of the Carolinas, LLC. It shall be the Landlord’s obligation to pay the aforesaid broker. 22.6.1 In the event the Tenant hires a real estate broker to negotiate any renewal of this Lease, the Tenant shall be responsible for any related expense including but not limited to brokerage commissions or finders fees in connection with the execution of any extension, renewal or new lease and agrees to indemnify, defend and save the Landlord harmless from all liabilities arising from any such claim including, without limitation, the cost of counsel fees in connection therewith.

22.7 Interpretation. 22.7.1 Construction of Language: Whenever in this Lease the context allows, the terms "Lease," "Lease Term," and "term of this Lease," or terms of similar import, shall be deemed to include all renewals, extensions, or modifications of this Lease or the Lease Term. The word "including" when used in this Lease shall be deemed to mean "including, but not limited to," or "including without limitation." The headings of sections or subsections, captions, section numbers, and article numbers appearing in this Lease are inserted only as a matter of convenience and shall in no way be deemed to define, modify, affect, limit, construe, or describe the scope, intent or content of such sections or articles of this Lease or of provisions to which they relate nor shall they in any way affect this Lease.

22.7.2 Drafting Presumptions. This Lease has been negotiated "at arm's length" by Landlord and Tenant, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Lease. Therefore, this Lease shall not be more strictly construed against either party by reason of the fact that one party may have drafted this Lease. If any provision of this

Lease Agreement Page 33 of 62 LL: BV |T: Lease may be construed in two or more ways, such provision shall have the meaning which renders it valid and enforceable. 22.7.3 Exhibits. Schedules and or Exhibits referenced in or annexed to this Lease are incorporated herein and made a part hereof. 22.7.4 Integration: This Lease shall constitute the entire agreement of the parties concerning the matters covered by this Lease. All prior understandings and agreements had between the parties concerning those matters, including all lease proposals, letters of intent, and similar documents, are merged into this Lease, which alone fully and completely expresses their understanding. 22.7.5 Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Lease shall not affect the enforceability of the remaining portions of the Lease or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Lease shall be declared invalid, this Lease shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections or subsection or subsections had not been inserted. 22.7.6 Survival. All provisions, representations, warranties, promises, covenants and agreements of this Lease which by their terms or nature extend beyond termination of the Lease shall survive the termination of this Lease and shall be deemed to be construed to be continuing warranties, representations, covenants promises and agreements, which shall survive the termination of the Lease.

22.8 No Waiver. The failure of any party to seek redress for violations of, or to insist upon a strict performance of any of the agreements, terms, covenants, promises and/or conditions contained herein shall not be deemed a waiver of any rights or remedies that such party may have and shall not be deemed a waiver of any other or subsequent breach, default, term, covenant, promise or condition (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

22.9 ATTORNEYS' FEES: If either Landlord or Tenant commences, engages in, or threatens to commence or engage in any suit, action, or other proceeding, including arbitration or bankruptcy, against the other party arising out of or in any manner relating to this Lease, the Demised Premises, the Building, Lot 7-A or the Shopping Center (including (i) the enforcement or interpretation of either party's rights or obligations under this Lease whether in contract, tort, or both, or (ii) the declaration of any rights or obligations under this Lease) the prevailing party, as determined by the court, shall be entitled to recover from the losing party reasonable attorneys' fees and disbursements (including disbursements that would not otherwise be taxable as costs in the proceeding). In addition, if Landlord becomes a party to any suit or proceeding affecting the Demised Premises or involving this Lease or Tenant's interest under this Lease, other than a suit between Landlord and Tenant, or if Landlord engages counsel to collect any of the amounts owed under this Lease, or to enforce performance of any of the agreements, conditions, covenants, provisions, or stipulations of this Lease, without commencing litigation, then the costs, expenses, and reasonable attorneys' fees and disbursements incurred by Landlord shall be paid to Landlord by Tenant. All references in this Lease to attorneys' fees shall be deemed to include all legal assistants', paralegals', and law clerks' fees and shall include all fees incurred through all post-judgment and appellate levels and in connection with collection, arbitration, and bankruptcy proceedings.

22.10 Estoppel Certificate. Landlord and Tenant agree that each will, at any time and from time to time, within ten (10) days following written notice by other party hereto specifying that it is given pursuant to this Section, execute, acknowledge and deliver to the party who gave such notice a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the Minimum Rent and any other payments due hereunder from Tenant have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by the maker of the certificate and whether or not to the best of knowledge of the signer of such certificate the other party is in default in performance of any covenant, agreement or condition contained in this Lease, and if so, specifying each such default of which the maker may have knowledge and if requested, such financial

Lease Agreement Page 34 of 62 LL: BV |T: information concerning Tenant and Tenant's business operations (and the Guarantor of the Lease, if the Lease be guaranteed) as may be reasonably requested by any Mortgagee or prospective mortgagee or purchaser. The failure of either party to execute, acknowledge and deliver to the other a statement in accordance with the provisions of this Section within said ten (10) day period shall constitute an acknowledgment, by the party given such notice, which may be relied on by any person holding or proposing to acquire an interest in the Building or any part thereof or the Demised Premises or this Lease from or through the other party, that this Lease is unmodified and in full force and effect and that such rents have been duly and fully paid to and including the respective due dates immediately preceding the date of such notice and shall constitute as to any person entitled to aforesaid to rely upon such statements, waiver of any defaults which may exist prior to the date of such notice; provided, however, that nothing contained in the provisions of this Section shall constitute waiver by the Landlord of any default in payment of rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Landlord, Tenant shall still remain liable for the same. 22.11 Confidentiality and Recording. 22.11.1 Confidentiality. In consideration of and to induce Landlord to discuss and disclose the terms and condition upon which Landlord will let the Premises, Tenant acknowledges it will have access to and become acquainted with the terms and condition which constitute the business practices of the Landlord (collectively the “confidential information”). Tenant covenants that it shall neither use nor furnish, give, sell, furnish, nor disclose, whether for consideration or for no consideration, during or following the term or any extension of this Lease, to any party (other than its attorney) any material embodying, derived or made by the use of such confidential information. Tenant agrees that the use of or dissemination of any confidential information as described above, whether by Tenant or by any other person or entity, constitutes a violation of this Section. Tenant understands and agrees that such disclosure or use would cause Landlord irreparable damage and Tenant therefore agrees that Landlord would be entitled to avail itself of any and all legal and equitable remedies available to enforce this Section including but not limited to injunctive relief, reasonable attorneys fees as well as judgment for all direct, indirect and consequential damages to Landlord resulting therefrom if Tenant breaches this Section and discloses or uses the confidential information without Landlord’s prior written consent. 22.11.2 Recording. Tenant shall not record this Lease, or any memorandum or short form thereof, without the prior written consent and joinder of Landlord. Landlord will record a memorandum of this Lease.

22.12 LIMIT OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO THE TENANT SHALL BE LIMITED TO THE INTEREST OF THE LANDLORD IN LOT 7-A, AND TENANT AGREES TO LOOK SOLELY TO LANDLORD’S INTEREST IN IN LOT 7-A FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEEDS OF TRUST LIENS ON THE PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED DEFAULT BY LANDLORD. IN THE EVENT TENANT VIOLATES THIS PARAGRAPH, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO LANDLORD, TENANT SHALL PAY LANDLORD AN AMOUNT EQUAL TO THREE (3) TIMES THE COST OF LANDLORD'S EXPENSES DEFENDING THE CLAIM, AS ADDITIONAL RENT.

22.13 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor except as otherwise provided herein. This Lease shall create the relationship of Landlord and Tenant between the parties hereto, and no estate shall pass out of Landlord. Tenant has only a usufructuary right, not subject to purchase or sale, which may not be assigned by Tenant except as expressly provided in this Lease.

Lease Agreement Page 35 of 62 LL: BV |T: 22.14 Force Majeure. Other than the payment of Rent or Additional Rent, in the event that Landlord or Tenant shall be delayed or hindered in or prevented from doing or performing any act or thing required hereunder by reason of strikes, lock-outs, casualties, Acts of God, labor troubles, inability to procure any materials, failure of power, governmental regulations or controls, civil commotion, riots, insurrection, acts of terror, war, warlike operations, invasion, rebellion, hostilities, military or usurped power, sabotage, hurricanes, floods, or other natural disasters severe weather conditions or other causes beyond the reasonable control of the party (not including the insolvency or financial condition of that party or the increased cost of obtaining labor and materials) , then said the party shall not be liable or responsible for any such delays and the doing or performing of such act or thing shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

22.15 Bankruptcy. If there shall be filed against Tenant in any court, pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or reorganization or the appointment of a receiver or trustee of all or a portion of Tenant's property or if Tenant shall voluntarily file any such petition then, and in that event, the Lease shall be deemed cancelled and terminated, subject to the right of the trustee, with the court's approval, to timely assume the unexpired Lease, provided, however, such trustee faithfully complies with the provisions of subsection (b), (c) and (d) of Section 365 of the Bankruptcy Reform Act of 1978. If Tenant shall make an assignment for the benefit of creditors or enter into an arrangement, this Lease shall at Landlord’s sole option be deemed cancelled and terminated, in which event neither Tenant nor any person claiming through or under Tenant shall be entitled to acquire or remain in possession of the Demised Premises and Landlord shall have no further liability hereunder to Tenant and any such person, if in possession, shall forthwith quit and surrender the Demised Premises. 22.15.1 It is stipulated and agreed that in the event of the termination of this Lease pursuant to this Article, Landlord shall forthwith, notwithstanding any other provisions of this Lease to the contrary, be entitled to recover from Tenant as and for damages an amount equal to the difference between the Gross Rent and additional rent reserved hereunder for the unexpired portion of the term demised and the then fair and reasonable rental value of the Demised Premises for the same period. In the computation of such damages, the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable value of the Demised Premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four per cent (4%) per annum. If the Demised Premises, or any part thereof, be re-let by the Landlord for the unexpired term of said Lease, or any part thereof, before presentation of proof of such damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be prima facie evidence as to the fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Landlord to prove for and obtain as damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

22.16 Franchise. In the event the Tenant is a franchisee, this leasehold will be deemed conditioned upon the continued good standing of the Tenant's franchise agreement and the termination of the franchise shall, at the option of Landlord, constitute a default hereunder. In the event the Tenant's franchisor, as part of the franchise agreement or through a conditional assignment of Tenant's interest in the Lease has the right to take over the Premises upon the happening of said event, at the option of Landlord, Tenant's franchisor may continue the business in the Premises. Landlord shall not be a party to any litigation between the Tenant's franchisor and the Tenant and Tenant agrees to indemnify and hold Landlord harmless from any legal or other expense incurred by Landlord in connection therewith. If Tenant is a franchisee, Tenant agrees that Landlord may send to Tenant's franchisor notice of any default of Tenant

Lease Agreement Page 36 of 62 LL: BV |T: under this Lease, without incurring any liability to Tenant in connection therewith. In the event that Tenant's franchise agreement is terminated by the bankruptcy or insolvency of the Tenant's franchisor, Tenant agrees to thereafter conduct its business and operations in the same manner as they were conducted prior to such termination to the end that the image of Tenant (and therefore the Building and the Center) shall remain substantially unchanged as a result of the termination of the franchise. INTENTIONALLY DELETED. Franchise. Landlord shall not be a party to any litigation between the Tenant's franchisor and the Tenant and Tenant agrees to indemnify and hold Landlord harmless from any legal or other expense incurred by Landlord in connection therewith. Said indemnification and agreement to hold the Landlord harmless is, in part, the consideration for the assignment rights granted in Section 10.3. Tenant agrees that Landlord may send to Tenant's franchisor notice of any default of Tenant under this Lease, without incurring any liability to Tenant in connection therewith

22.17 Guaranty. The payment of all rents and charges, and the performance of all covenants of Tenant, required by this Lease, are guaranteed pursuant to the Guaranty Agreement, a copy of which is attached hereto as Exhibit "C" and made a part hereof.

22.18 No Option. The submission by Landlord to Tenant of this Lease shall be deemed solely for Tenant's consideration and not for acceptance. Such submission with the required deposits needed under this Lease constitute(s) non-binding negotiations relating to the potential leasing by the Tenant of the Demised Premises. The Tenant shall acquire no rights and the Landlord shall assume no obligations as a result of the foregoing or as a result of any prior negotiations relative to the potential leasing of the demised premises, or as a result of any previously drafted or executed letters of intent, until this Lease is fully executed by all parties to it. The execution and return of this Lease by Tenant to Landlord shall be deemed Tenant's offer to lease the Demised Premises. This Lease shall have no binding force and effect unless and until Tenant and Landlord shall have executed this Lease and a duplicate executed original hereof shall have been returned by Landlord to Tenant. Landlord’s preprinted initials at the bottom of each page are for the Landlord’s convenience and shall have no meaning unless and until the requirements of the preceding sentence have been met. Any and all conduct or actions, actual, express, or implied, by Landlord, Broker(s) or Tenant prior to the complete execution by all parties to this Lease constitute non-binding negotiations and shall not create any rights or obligations on the part of either Landlord or Tenant, including, without limitation, the right or obligation to each other to continue negotiations for the lease of the demised premises, to take the premises off-the-market for lease, and/or to prepare and/or execute any documents or agreements in furtherance hereof.

22.19 Landlord Warranties: Landlord represents, covenants and warrants (i) that it has lawful title to Lot 7-A and has full right, power and authority to enter into the Lease; (ii) that the Building is in compliance with the Americans with Disabilities Act ("ADA"); (iii) that the permitted "use" of the Demised Premises does not currently violate the terms of any of Landlord's insurance policies; (iv) that it currently maintains all risk of physical loss coverage for the full replacement cost of the Building and shall maintain throughout the term of the Lease general liability insurance coverage for the Building consistent with that being maintained from time to time by reasonably prudent owners of properties similar to the Building in the same area; (v) that so long as Tenant pays all monetary obligations due under the Lease and performs all other covenants contained therein, Tenant shall peacefully and quietly have, hold, occupy and enjoy the Premises during the term of the Lease and its use and occupancy thereof shall not be disturbed; and (vi) that (a) the Building has the proper zoning and a legally adequate number of parking spaces for Tenant’s permitted use, and (b) Tenant’s permitted use does not violate any contracts or agreements to which the Landlord is a party or any other covenants, conditions, restrictions or agreements applicable to the Building. Landlord covenants and agrees that it shall take no action that will interfere with Tenant's intended usage of the Demised Premises. Landlord shall indemnify and hold harmless Tenant and its officers, partners, agents and employees from and against any loss, cost, liability, damage or expense arising out of (i) Landlord's operation of the Building , (ii) Landlord's breach in the performance of any of its obligations under the Lease or (iii) any violation of law by Landlord or any

Lease Agreement Page 37 of 62 LL: BV |T: other act or omission of Landlord or its contractors, agents or employees. The foregoing indemnification shall survive expiration or termination of the Lease.

22.20 Other Instruments. The parties hereto covenant and agree that they will promptly execute such other and further instruments and documents as are or may become necessary or desirable to effectuate and carry out the purpose of this Lease, including but not limited to a memorandum of lease in a form acceptable for recording in the jurisdiction where Demised Premises are located and the Subordination Agreement attached as Exhibit “I”.)

22.21 Americans with Disabilities Act. Within ten (10) days after receipt, Tenant shall advise Landlord in writing and provide Landlord with Copies of (as applicable), any notices alleging violation of the Americans with Disabilities Act of 1990 ("ADA") relating to any portion of the Demised Premises; any claims made or threatened in writing regarding noncompliance with the ADA and relating to any portion of the Demised Premises or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to any portion of the Demised Premises. Tenant shall, at its own expense, comply fully with the Americans with Disabilities Act of 1990 and regulations promulgated thereunder (as amended from time to time) with respect to Tenant's demised space and any entrance to or exit from said demised space.

22.22 "Lot 7A" shall mean that certain approximately 0.2672 acre tract of land designated as "Lot 7A" on that certain plat entitled "Revised Final Plat of Birkdale Village Map 1 (Map Book 36, Page 349)/Define Lot 7A, 7-Residential, Cranlyn Road," prepared by ESP Associates, P.A. dated September 8, 2004 and recorded in Map Book 43 at Page 473 in the Mecklenburg County Public Registry.

22.23 "Building" shall mean the approximately 7,000 square foot one-story multi-tenant retail building and all other related improvements constructed or otherwise located on Lot 7A.

22.24 Declaration. "Declarations" shall mean (i) that certain Declaration of Easements, Covenants, Conditions and Restrictions for Birkdale Village recorded in Book 14949 at Page 198 in the Mecklenburg County Public Registry as amended in Book 18941 at Page 941 in said Registry (the "Birkdale Village Declaration"), (ii) that certain Declaration of Covenants, Conditions and Restrictions for the Greens as Birkdale Village recorded in Book 10449 at Page 931 in said Registry and re-recorded in Book 10504 at Page 795 in said Registry and amended in Book 15091 at Page 423 in said Registry (the "Birkdale Greens Declaration"), and (it) that certain Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 11389 at Page 698 in said Registry as amended in Book 14949 at Page 164 and further amended in Book 18941 at Page 947 (the "Theater Declaration"). The “Village Rules” shall mean all of the covenants, conditions and restrictions contained in the Declarations and as the rules and regulations may amended from time to time by the Birkdale Village Master Association and the Tenant acknowledges that this Lease, the occupancy and use of the Demised Premises and the use of Common Area are subject to the Village Rules.

22.25 Net Lease. 22.25.1 A triple net lease is intended. Tenant acknowledges and agrees that it is intended that this Lease shall be a completely net lease for Landlord, that Landlord shall not be obligated nor responsible during the term of the Lease for any costs, charges, expenses and outlays of any nature whatsoever arising from or relating directly or indirectly to the Demised Premises, any repairs thereon or the contents thereof, excepting only Landlord’’s income tax in respect to income received from leasing the premises, and Tenant shall pay all charges, below and “Impositions” (as defined in Sub-section 22.23.1.1 below) , costs and expenses of every nature and kind relating to the Demised Premises, the Building, Lot 7-A and Shopping Center costs and expenses charged or assessed against the Landlord, and Tenant covenants with Landlord accordingly. 22.25.1.1 “Impositions” shall include all fines and levies that result from construction activities or the normal operation of the Demised Premises, the Building, Lot 7-A and

Lease Agreement Page 38 of 62 LL: BV |T: Shopping Center, all real estate and personal property taxes, assessments, and other governmental charges that are laid, assessed, levied or imposed on the Demised Premises, the Building, Lot 7-A and Shopping Center and/or the operation of the premises or business and become due and payable during the term of this Lease, or any lien that arises during the time of the Lease on the Demised Premises and improvements therein or on, any portion of these, or the sidewalks or streets in front of or adjoining the Demised Premises.

22.26 22.27USA Patriot Act 22.26.1 Certification. Each party hereby certifies that: 22.26.1.1 It is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by the Office of Foreign Assets Control; and 22.26.1.2 It is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity, or nation. 22.26.2 Indemnification. Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to any breach of the foregoing certification.

22.28 Radon Gas. "RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN NORTH CAROLINA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR PUBLIC HEALTH UNIT."

22.29 Waiver of Trial by Jury. IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, AND/OR THE RELATIONSHIP OF LANDLORD AND TENANT, AND/OR TENANT'S USE OF OR OCCUPANCY OF THE PREMISES. TENANT FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS IN A SUMMARY PROCEEDING OR IN ANY ACTION BASED UPON NON-PAYMENT OF RENT OR ANY OTHER PAYMENT REQUIRED OF TENANT HEREUNDER. THE PARTIES MUTUALLY ACKNOWLEDGE THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS LEASE.

22.30 Governing Law and Venue. THIS AGREEMENT AND THE TRANSACTION DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. IN ANY DISPUTE ARISING HEREUNDER OR IN CONNECTION WITH THIS AGREEMENT THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF THE NORTH CAROLINA STATE COURT LOCATED IN MECKLENBURG COUNTY.

22.31 Entire Agreement.

Lease Agreement Page 39 of 62 LL: BV |T: 22.31.1 THIS LEASE AGREEMENT, INCLUDING THE BELOW LISTED EXHIBITS CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS LEASE. TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT MAKING, AND TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. THIS LEASE SUPERSEDES AND REVOKES ANY AND ALL PREVIOUS NEGOTIATIONS, ARRANGEMENTS, LETTERS OF INTENT, OFFERS TO LEASE, LEASE PROPOSALS OR DRAFTS, BROCHURES, REPRESENTATIONS, AND INFORMATION CONVEYED, WHETHER ORAL OR WRITTEN, PURPORTED TO REPRESENT LANDLORD OR TENANT. ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE MERGED IN THE LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSED THE AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT, LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES INCLUDING THOSE RELATED TO MERCHANTABILITY OR HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE. Continued on next page ☞

Lease Agreement Page 40 of 62 LL: BV |T: 22.31.2 Exhibits: Exhibit “A" Rent Schedules for Option Period Exhibit "B-1" Tenants' Interior Work Exhibit "B-2" Landlord’s Work Exhibit “C” Guaranty Agreement Exhibit "D" (3.1) Use of Demised Premises. Exhibit “D-1" Exclusivity Exhibit “E” Rules and Regulations Exhibit "F” Legal Description of Lot 7-A Exhibit "G” Patio Usage Exhibit “H” Communications System Exhibit “I” Subordination Agreement Exhibit “J” Addendum and Additional Exhibits.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal, or have caused the same to be executed under seal as of the day and year first above written.

Signed, sealed and delivered in TENANT: the presence of:

By (Seal) Signature of Witness Signature of Magdy B. Khalil

Print Name of Witness

By (Seal) Signature of Witness Signature of Gehan G. Girgis

Print Name of Witness

LANDLORD:

B.V.

Lease Agreement Page 41 of 62 LL: BV |T: Investments, LLC

By (Seal) Signature of Witness Barbara Valentini, Manager

Print Name of Witness

Signature of Witness

Print Name of Witness

Dated: ,2008

Lease Agreement Page 42 of 62 LL: BV |T: EXHIBIT "A"

RENT SCHEDULE FOR OPTION PERIOD RENEWAL OPTIONS: Option to Renew: Landlord hereby grants Tenant the option to extend the term of the Lease for two (2) periods of five (5) years, upon the same terms and conditions stated in the Lease except that the Minimum Annual Rent during such periods shall be: (a) Year 6 – 10. Two and one half (2.5%) percent over the base rent of the last year of the First Term (i.e., year 5) and an additional two and one half (2.5%) percent increase each year during each year of the Second Term. (b) Year 11 – 15. The fair market rental value (“FMRV”) of the Premises at the time of renewal of the Third Term, as mutually agreed upon between Landlord and Tenant, but in no event shall the Minimum Annual Rent during any year of the Third Term be less than the Minimum Annual Rent of the preceding year. Any disputes regarding the determination of fair market rental value shall be resolved through binding arbitration before the American Arbitration Association. (A provision will be added about the costs of the Arbitration.) The Rent for year 12 through 15 of the Third Term shall be equal to the Minimum Annual Rent agreed to be the FMRV multiplied by a fraction, the numerator of which is the most recently published Consumer Price Index for Urban Wage Earners and Clerical workers (U.S. City Average: All items), issued by the Bureau of Labor Statistics of the U. S. Department of Labor (the “CPI Index”). The calculation shall use the CPI Index as of the first day of the renewal term, and the denominator of which is the CPI Index which was in effect on the Commencement Date of the original Term of the Lease. The foregoing not withstanding, the Minimum Annual Rent during year 12 through 15 of the Third Term shall be greater of the adjustment calculated using the CPI Index or two and one half (2.5%) percent. (c) The grant of said Option shall be subject to and conditioned upon the full and complete performance and compliance without breach or default by Tenant of all each and every of the terms and conditions of the Lease during the entire term of the Lease. Upon or after Tenant's default or breach of any term or condition, Landlord may at any time after said breach and at Landlord's option rescind and cancel said Option. The Tenant specifically acknowledges that any material breach or non-compliance or multiple late payment of rent or additional rents shall constitute sufficient justification for the Landlord to rescind and cancel said Option Tenant not being in material default beyond the applicable cure period either at the time of exercise of its right to renew or upon the effective date of the related Option Period. However, the Tenant specifically acknowledges that multiple material breaches and or multiple late payment of Rent or Additional Rent shall constitute good and sufficient cause for the Landlord to rescind and cancel said Option.

In addition to the above Fixed Minimum Annual Rent as adjusted, the Tenant shall pay its proportional charges of the following: (i) Real Estate Taxes and Improvement Assessments (section 2.5); (ii) Insurance Premiums (section 2.7) and (iii) Tenant to Bear Pro Rata Share of Building Operating Cost (section 2.10) or as specified elsewhere in this Lease.

Lease Agreement Page 43 of 62 LL: BV |T: EXHIBIT "B-1"

Tenant Improvements: In accordance with plans to be submitted to Landlord for prior written approval. All improvements shall be subject to terms of Lease including but not limited to the use of licensed contractors with applicable governmental permits. Tenant shall perform all Tenant work in the Demised Premises in accordance with the plans to be submitted to and approved by Landlord and shall thereafter install such stock, fixtures and equipment and perform such other work as shall be necessary or appropriate in order to prepare the Demised Premises for the opening and continuous operation of its business thereon. Tenant shall observe and perform all of its obligations under this Lease except for the payment of Fixed Minimum Rent and Additional Rent (which obligation does not commence until the date of the Rent Commencement), and shall pay charges for temporary water, heating, cooling and lighting from the date upon which the Premises are made available to Tenant for its work (or from the date when Tenant commences to perform its said work, if earlier) until the date of Rent Commencement. Tenant may make nonstructural alterations and improvements to the interior of the Premises of One Ten Five Thousand and 00/100 Dollars ($10,000.00) or less per unrelated alteration without Landlord's prior consent, provided the work is performed in a good and workmanlike manner by licensed and bonded contractors and provided further that any work that requires a permit from any governmental authority shall first be obtained prior to the commencement of such alteration or improvement. Tenant may close its business once every five (5) years for up to thirty (30) days to refurbish and redecorate the Premises.

Lease Agreement Page 44 of 62 LL: BV |T: EXHIBIT "B-2" Landlord’s Improvements:

Landlord to deliver Demised Premises in broom clean “ As Is”

Lease Agreement Page 45 of 62 LL: BV |T:

EXHIBIT "C"

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT, made and executed this _____ day of April , 2008, by Magdy B. Khalil, having a residential address of 17354 Westmill Lane, Charlotte, NC 28277 and Gehan G. Girgis, having a residential address of 17345 Westmill Lane, Charlotte, NC 38377, respectively(hereinafter collectively the "Guarantor").

W I T N E S S E T H :

WHEREAS, Magdy B. Khalil and Gehan G. Girgis, both jointly and severally (the "Tenant"), and B.V. Investments, LLC (herein the "Landlord") have entered into a certain Lease Agreement, dated April ___, 2008 (the "Lease"); and

WHEREAS, in order to induce the Landlord to enter into the Lease, the undersigned Guarantor has agreed to guarantee the payment of all rents and charges, and the performance of all of Tenant's obligations under the Lease.

NOW, THEREFORE, in consideration of the execution and delivery of the Lease by the Landlord, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

1 The undersigned, jointly and severally, do hereby guarantee to the Landlord and to any mortgagee holding a mortgage upon the interest of Landlord in the Demised Premises, the due and punctual payment of all rent payable under the Lease, and each and every installment thereof, as well as the full and prompt and complete performance by the Tenant of all and singular the covenants, conditions and provisions in the Lease contained on the part of the Tenant therein to be kept, observed and performed for the full term of the Lease and any extension thereof, as permitted by the Lease and the undersigned, jointly and severally, shall forthwith on demand pay all amounts at any time in arrears, and will make good any and all defaults occurring under the Lease.

2 This guaranty shall be absolute, continuing and unlimited, and the Landlord shall not be required to take any proceedings against the Tenant, or give any notice to the undersigned before the Landlord has the right to demand payment of performance by the undersigned upon default by the Tenant. This Guaranty and the liability of the undersigned hereunder shall in no wise be impaired or affected by any assignment which may be made of the Lease, or any subletting thereunder, or by any extension(s) of the payment of any rental or any other sums provided to be paid by Tenant, or by any forbearance or delay in enforcing any of the terms, conditions, covenants or provisions of the Lease or any amendment, modification or revision of the Lease.

3 No action or proceeding brought or instituted under this Guaranty against the undersigned, and no recovery had in pursuance thereof shall be any bar or defense to any further action or proceeding which may be brought under this Guaranty by reason of any further default or defaults of Tenant.

4 The liability of the undersigned shall not be deemed to be waived, released, discharged, impaired or affected by reason of the release or discharge of the Tenant by any creditors, receivership, bankruptcy (or reorganization proceedings under the Bankruptcy Act) or other proceedings, or the rejection or disaffirmance of the Lease in any proceedings.

Lease Agreement Page 46 of 62 LL: BV |T: 5 There shall be no modification of the provisions of this Guaranty unless the same be in writing and signed by the undersigned and the Landlord.

6 All of the terms, agreements and conditions of this Guaranty shall be joint and several, and shall extend to and be binding upon the undersigned, their heirs, personal representatives, administrators and successors and assigns, and to any future owner of the fee of the premises referred to in the Lease, and to any mortgage on the fee interest of the Landlord in the Demised Premises.

7. If by reason of any alteration, repair, labor performed or materials furnished to the Demised Premises for or on behalf of the Tenant, any mechanics' or other lien shall be filed, claimed, perfected or otherwise established as provided by law against the Demised Premises, the Building or the Lot 7-A, Guarantor shall remain liable for same and upon notice discharge or remove the lien by bonding or otherwise, within the lesser of ten (10) days notice of a filing or five (5) days after notice from Landlord to Tenant of the filing of same. This obligation of the Guarantor shall remain in full force and effect throughout the term of the Lease and any renew(s), extensions or option periods notwithstanding any release of the Guaranty as to other matters and all of the provisions of the Guaranty necessary to enforce this section shall remain in full force and effect throughout the term of the Lease and any renew(s), extensions or option periods.

8. Upon default and uncured breach of the Lease, Guarantors shall pay as reimbursement tot Landlord any abatement in rent granted Tenant and pay to Landlord any brokerage fee or commission paid in advance for that portion of the balance of the Term subsequent to the breach.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand and seal the day and year first above written.

Signed, sealed and delivered in the presence of: GUARANTOR(S):

By (Seal) Signature of Witness #1 Magdy B. Khalil Social Security No.: 136-08-9062

Print Name of Witness #1

______Witness #1's Address

______Witness #1's Address

By (Seal) Gehan G. Girgis Social Security No.: 136-08- 7765 Signature of Witness #2

Print Name of Witness #2

Lease Agreement Page 47 of 62 LL: BV |T: ______Witness #2's Address

______Witness #2's Address

STATE OF NORTH CAROLINA } SS. COUNTY OF MECKLENBURG

I, ______, a Notary Public, certify that Magdy B. Khalil and Gehan G. Girgis, personally came before me this day and acknowledged that they are the Tenant referenced in the above document and that they executed the foregoing on behalf of themselves jointly and individually. Witness my hand and official seal, this ___day of ______, 2008

______Notary Public My commission expires:

Lease Agreement Page 48 of 62 LL: BV |T: EXHIBIT "D"

3.1 Use of Demised Premises. Tenant shall use the Demised Premises solely and exclusively for the purpose of conducting the business of a Quiznos franchise as further set forth in section 3.2 of this Exhibit D. Tenant shall occupy the Demised Premises without delay upon commencement of the term of this Lease, and shall continuously conduct the above-stated business therein. Tenant shall not use, permit or suffer the use of the Demised Premises for any other business purpose, Tenant shall not sell, display or advertise any merchandise not specifically permitted by this section. Tenant further agrees to conduct its business in the Demised Premises under the name of or trade name of Quiznos Sub or a substantially similar name and under no other name or trade name except such as may be first approved by Landlord in writing.

3.2 Tenant shall have the right to use the Premises for purposes of an eat-in/take-out/delivery restaurant selling sandwiches, salads, soups, beverages, pizza, frozen desserts (yogurt, ice cream), fruit based blended drinks and other products sold in Quiznos Sub stores, and retail sales and other ancillary purposes associated therewith. Tenant shall be permitted to use an outdoor eating area (see Exhibit “G”.) Tenant shall also be allowed to serve samples in the Common Areas adjacent to the Premises if the Village Rules permits same and if so, then in accordance with the provisions of Exhibit “G”. Tenant shall be permitted to operate, or allow another concessionaire or licensee to operate, a co-brand food and beverage operation in or from the Premises in conjunction with Tenant's operation of its Quiznos Sub restaurant upon written approval of the Landlord, which approval shall not be unreasonably withheld and the written approval of the Birkdale Village Master Association.

3.3 Operation of Business. Tenant shall operate the Demised Premises during the entire term of this Lease in a business like manner so as not to cause a negative reputation to the Building or the Center. Tenant shall operate its business for no less than five (5) days and Thirty-five (35) hours per week and except for cleaning, shall not be open past 10 o’clock PM without Landlord’s written permission. Tenant acknowledge that the Village Rules may contain other conflicting rules regarding the operation of businesses and hours of operations; where more restrictive, the Village Rules shall govern.

3.4 Tenant acknowledges that the Building and the Shopping Center are interdependent enterprise and their success is dependent upon the opening and continued operation of Tenant's business in accordance with the terms of this Lease. Tenant shall, at its sole expense, promptly comply with all Federal, State and local laws, ordinances and lawful orders and regulations affecting the appearance of, cleanliness, safety, occupation and use of the Demised Premises and the Center including those contained in the Village Rules.

Lease Agreement Page 49 of 62 LL: BV |T: Exhibit “D-1"

Exclusivity: Throughout the Term, as it may be extended under the terms of the Lease, except for existing tenants on Lot 7-A operating under leases that permit the sale of sandwiches as of the date of the Lease,Tenant shall have the exclusive right on Lot 7-A to engage in the sale of delicatessen and submarine type sandwiches. Except for existing tenants on Lot 7-A operating under leases that permit the sale of sandwiches as of the date of the Lease, Landlord shall not knowingly allow any other party on Lot 7-A entering into a lease subsequent to that of the Tenant to violate the terms or spirit of this exclusivity agreement, and if a violation occurs, in addition to any other remedies Tenant may have at law or in equity, Tenant shall have the right to terminate the Lease upon thirty (30) days’ written notice.

Lease Agreement Page 50 of 62 LL: BV |T: EXHIBIT "E"

ARTICLE XII: RULES & REGULATIONS Rules and Regulations. Tenant agrees to comply with the following Rules and Regulations:

1. Wherever in these rules and regulations the word "Tenant" is used, it shall be taken to apply to and include the Tenant and his agents, employees, invitees, licensees, subtenants, and contractors, and is to be deemed of such number and gender as the circumstances require. The word "room" is to be taken to include the space covered by Lease. The word "Landlord" shall be taken to include the employees and agents of Landlord. 2. All loading of goods shall be done only at such times, in the areas, and through the entrances, designated for such purposes by Landlord. 3. Trailers or trucks shall not be permitted to remain parked overnight in any parking area, whether loaded, unloaded, or partially loaded or unloaded. The delivery or shipping of merchandise, supplies and fixtures to and from the Demised Premises shall be subject to such rules and regulations as in the judgment of Landlord are necessary for the proper operation of the Building. 4. All garbage, refuse and rubbish shall be deposited in the kind of container specified by Landlord, and shall be placed outside of the Demised Premises prepared for collection in the manner and at the times and places specified by Landlord and in accordance with municipal regulations. Burning of garbage, refuse or rubbish is not permitted. If Landlord shall provide or designate a service for picking up garbage, refuse and rubbish, Tenant shall use same at Tenant's cost. Tenant shall pay the cost of removal of any of Tenant's refuse and rubbish. 5. In order to insure the proper use and care of the Demised Premises and the Building, Tenant shall:(a) Store all trash and refuse in Landlord approved containers placed outside of the Demised Premises, and attend to the daily disposal thereof in the manner designated by Landlord. Tenant shall not burn any trash or rubbish in or about the Demised Premises or anywhere else within the confines of Lot 7A. If Landlord elects to provide refuse compactor service in Lot 7A, Tenant shall use said service exclusively for disposal of all waste. In the event compactor service is not provided, Tenant shall use a refuse disposal service approved by Landlord.(b) Use or enlist the services of a reputable rendering service for the storage of grease, fats, cooking oils and/or by-products in a container approved by Landlord and the removal thereof. (d) Inasmuch as Landlord's use of Lot 7A presently complies with all laws, orders, regulations of state, federal, municipal and local governments, Tenant covenants and agrees at its sole cost and expense, to comply with all present and future laws, orders, and regulations of all state, federal, municipal, and local governments, departments, commissions, and boards regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse, and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse, and trash shall be placed in separate receptacles approved by Landlord. Such separate receptacles may, at Landlord's option, be removed from the Demised Premises in accordance with a collection schedule prescribed by law. Tenant shall separate, sort (as required by law) and arrange for collection of waste products, garbage refuse or trash, at Tenant's sole cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall contract for refuse containers bearing locking lids. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Article, and, at Tenant's sole cost and expense, shall indemnify, defend, and hold Landlord harmless (including legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, utilizing counsel chosen by Landlord. 6. No radio or television or other similar device shall be installed without first obtaining in each instance the Landlord's prior consent in writing. No aerial shall be erected on the roof or exterior walls of the Demised Premises, or on the grounds, without in each instance, the written consent of the Landlord. Any aerial so installed without such written consent may be removed by Landlord without notice at any time and Landlord shall not be liable for such removal and such removal shall be at Tenant’s expense.

Lease Agreement Page 51 of 62 LL: BV |T: 7. Tenant shall keep the Demised Premises free from nuisances, noises, disturbances or odors objectionable to the public, to other tenants, or to the Landlord and shall prevent the Demised Premises from being used in any way which may be a nuisance or damage to the other tenants or occupants of Lot 7A.. No loud speakers, phonographs, machinery, mechanical apparatus, or other devices shall be used or allowed to operate in a manner so as to be heard or seen outside of the Demised Premises. 8. The outside areas immediately adjoining the Demised Premises shall be kept clean and free from dirt and rubbish by the Tenant to the satisfaction of the Landlord and Tenant shall not place or permit any obstruction or merchandise in such areas, nor conduct any business therefrom. 9. Tenant and Tenant's employees shall park their cars only in those parking areas designated for that purpose by Landlord and only during the hours which Tenant is required hereunder to operate in the Demised Premises. In the event that Tenant or its employees fail to park their cars in designated parking areas as aforesaid, the Landlord at its option, and in addition to any other remedies available to Landlord hereunder, shall charge Tenant Ten Dollars ($10.00) per day per car parked in any area other than those designated as and for liquidated damages. Tenant shall be prohibited from leaving or permitting to remain cars or other vehicles in the parking lot over night or over weekends, unless Tenant secures consent of the on-site Building representatives whose consent shall not be unreasonably withheld. This covenant shall be in addition to any parking restrictions contained in the Lease. 10. The plumbing facilities shall not be used for any other purpose than that for which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expenses of any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by Tenant or Tenant’s employees, agents or invitees who shall have caused same. 11. Tenant shall use, at Tenant's cost, such pest extermination contractor as Landlord may direct and at such intervals as Landlord may reasonably require. 12. Tenant shall not conduct any auction, fire, bankruptcy, selling-out, or closing-out sale on or about the Demised Premises. 13. Tenant or Tenant's employees and agents shall not solicit business in the parking area or other Common Area, nor shall Tenant distribute any handbills or other advertising matter to customers or to automobiles parked in the parking area or in the other Common Areas or on the public walkways. 14. Tenant shall not commit or suffer to be committed any waste upon the Demised Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building in which the Demised Premises may be located, or in the Center, or which may disturb the quiet enjoyment of any person within five hundred feet of the boundaries of the Center. 15. Tenant shall, at Tenant's sole cost and expense, comply with all of the requirements of all county, municipal, state, federal and other applicable governmental authorities, now in force, or which may hereafter be in force, pertaining to the Demised Premises, and shall faithfully observe in the use of the Demised Premises all municipal and county ordinances and state and federal statutes now in force or which may hereafter be in force, and all regulations, orders and other requirements issued or made pursuant to any such ordinances and statutes. 16. Tenant shall keep the Demised Premises and any other areas used by Tenant, its agent, employees and customers in a clean and sanitary condition. 17. Tenant shall not install any signs on any of the windows of the Demised Premises and shall only install signs where expressly permitted by Landlord. Nothing herein shall preclude tenant from maintaining free-standing signs within the Demised Premises which are visible from the exterior of the Demised Premises. 18. Floor Load. Tenant shall not place a load upon any floor of the Demised Premises which exceeds the load per square foot which the floor was designed to carry or which is allowed by law 19. Business machines and mechanical equipment belonging to Tenant which cause noise, vibration or any other nuisance that may be transmitted to the structure or other portions of the Building, or to the Demised Premises to such a degree as to be objectionable to Landlord, or which interfere with the use or enjoyment by other tenants of their premises or the public portions of the Building shall be placed and maintained by Tenant at Tenant's cost and expense, in settings of cork, rubber or spring type vibration eliminators sufficient to eliminate noise or vibration.

Lease Agreement Page 52 of 62 LL: BV |T: 20. Moving of Heavy Equipment. Tenant shall not move any safe or heavy equipment or bulky matter in or out of the Building or the Demised Premises without Landlord's prior written consent. If the movement of such items requires special handling, Tenant agrees to employ only persons holding a Master Rigger's License to do said work and all such work shall be done in full compliance with County and Municipal requirements. All such movements shall be made during hours which will least interfere with the normal operations of the Building, and all damage caused by such movement shall be promptly repaired by Tenant, at Tenant's sole cost and expense. 21. The streets, sidewalks, entrances, halls, passages, stairways and other common areas provided by Landlord shall not be obstructed by Tenant, or used by Tenant for any other purpose than for ingress and egress. 22. In order to insure proper use and care of the Demised Premises, Tenant shall not keep animals or birds in the Demised Premises nor use any portion thereof as sleeping apartments. 23. Place anything on the outside of the Demised Premises or the Building, including roof setbacks, window ledges and other projections; or drop anything from the windows, stairways or parapets; or place trash or other matter in the halls, stairways or light wells of the Building. 24. Cover or obstruct any window, skylight, door or transom that admits light, or install any shades, blinds, or awnings without consent of Landlord. 25. Operate any machinery other than small office equipment or food preparation or storage equipment in accordance with the specified use. 26. Leave Demised Premises unattended without locking doors, stopping all office machines, or preparation equipment and extinguishing all lights. 27. Use any electric heating device without permission of Landlord. 28. Install call boxes, or any kind of wire in or on the Building without Landlord's written permission and direction. 29. Manufacture any commodity or prepare or dispense any foods, beverages, tobacco, drugs, flowers, plants or other commodities or articles without the written consent of Landlord, except as maybe set forth in the Use provisions of the Lease. 30. Give employees or other persons permission to go upon the roof of the Building without the written consent of Landlord. 31. Place door mats in public corridors or common areas without consent of Landlord. 32. Display no merchandise outside the Demised Premises nor in any way obstruct the sidewalks adjacent thereto except as approved by Landlord. 33. Display or affix any sign, advertising, placard, name, trademark, insignia, decal, advertising matter or any other item or items on the surface of any exterior door, wall or window or within one (1') foot of the surface of any display window space in the Demised Premises without prior written consent and approval by Landlord, such consent shall not be unreasonably withheld, conditioned or delayed. Landlord shall have the right, without notice to Tenant and without any liability for damage to the Demised Premises reasonably caused thereby, to remove any items displayed or affixed in violation of the foregoing provisions. (Where in conflict, Article 5.2 shall control.) 34. Not install any aerial, satellite dish or similar device on the roof or exterior walls of the premises, or on the grounds, without in each instance, the written consent of Landlord. (Exhibit “H” shall control.) 35. Keep the inside and outside of all glass windows and doors of the Demised Premises clean; keep the Premises in a careful, safe, clean and proper manner and free of insects, rodents, vermin and other pests, ( including contracting for pest control services for preventive as well as extermination purposes as required by Landlord in its sole discretion), not permit any rubbish or refuse of any nature emanating from the Demised Premises to accumulate on the sidewalks or rear delivery areas; and not permit the plumbing facilities within or servicing the Demised Premises to be used for any purposes other than for which they were constructed, and no foreign substances of any kind shall be thrown therein. 36. Maintain sprinkler systems if existing, including a testing of said sprinkler systems semiannually, maintaining the records of such testing, keeping the main valve open and operational at all times including installation of a locking mechanism to assure compliance with this sub-paragraph.

Lease Agreement Page 53 of 62 LL: BV |T: 37. Tenant agrees to comply with and observe the Rules and Regulations set forth above and the Village Rules. Tenant's failure to keep and observe said Rules and Regulations and the Village Rules. shall constitute a breach of the terms of this Lease in the manner as if the same were contained herein as covenants. Landlord reserves the right from time to time to reasonably amend or supplement said Rules and Regulations, and to adopt and promulgate additional reasonable rules and regulations applicable to the Demised Premises and the Building and Tenant agrees to comply with and observe said amended, supplemented or additional reasonable rules and regulations.

Lease Agreement Page 54 of 62 LL: BV |T: EXHIBIT "F"

Legal Description:

All that certain tract or parcel of land, situate in the Town of Huntersville, Mecklenburg County, North Carolina, and being more particularly described as follows:

BEING all of that certain tract containing approximately 0.2672 acres, designated as “Lot 7A” on that certain plat of survey entitled “Revised Final Plat of Birkdale Village Map 1 (Map Book 36 Page 349)/ Define Lots 7A, 7-Residential, Cranlyn Rd”, prepared by ESP Associates, P.A., dated September 8, 2004, and recorded in Map Book 43 at Page 473 in the Mecklenburg County Public Registry, reference to which is hereby made for a more particular description.

EASEMENT TRACT: TOGETHER WITH, all of the rights, privileges and easements appurtenant to the above-described real property set forth in (i) that certain Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 11389 at Page 698, as amended by First Amendment to Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 14949 at Page 164, and further amended by Second Amendment to Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 18941 at Page 947 (and re-recorded in Book 19146 at Page 928) in the Mecklenburg County Registry (as amended, the “Initial Declaration”) and (ii) that certain Declaration of Easements, Covenants, Conditions and Restrictions for Birkdale Village recorded in Book 14949 at Page 198, as amended by First Amendment to Declaration of Easements, Covenants, Conditions and Restrictions for Birkdale Village recorded in Book 18941 at Page 941 in said Registry (the “Overlay Declaration”).

Lease Agreement Page 55 of 62 LL: BV |T: EXHIBIT "G"

PATIO USAGE

Tenant shall have right to use the common areas adjacent to the subject premises for an outdoor eating area, as long as such use complies with local zoning codes and ordinances and is not prohibited by the Village Rules. Tenant acknowledges that the “patio” is a concrete slab is not level and may create a hazard. Tenant shall obtain insurance coverage specifically for the patio and shall indemnify and hold Landlord harmless from and against all liabilities, costs, damages and expenses which Tenant may incur (including reasonable attorneys’ fees) from all losses, damages, liabilities, injuries and expenses, which may arise or be claimed against Landlord and be in favor of any persons, firms or corporations, for any injuries or damages to the person or property of any persons, firms or corporations, consequent upon or arising from the use or occupancy of the patio. Tenant shall additionally keep the patio and the area around the Building and the Center clean and policed from Quiznos trash of any kind. The above insurance shall be of an amount as specified by Landlord but such amount need not exceed the amount of the general liability policy maintained for the Demised Premises under Section 7.1 and the same shall be with an insurance company approved by Landlord and a copy of the policy or a certificate of insurance shall be delivered to Landlord prior to the commencement of the term of this Lease. In no event shall the limits of said insurance policies be considered a limiting of the liability of Tenant under this Lease.

Lease Agreement Page 56 of 62 LL: BV |T: EXHIBIT "H"

COMMUNICATIONS SYSTEM Notwithstanding anything to the contrary in the Lease, Landlord hereby agrees that at any time during the term of the Lease, Tenant or authorized agent of Tenant, shall have the right to install in and on the roof of the Premises, a satellite communications system (the “Satellite System”) including antenna and related equipment. The Satellite System shall be installed at no cost to Landlord, and in accordance with all applicable laws, rules and regulations. Additionally, Tenant shall defend, indemnify and hold Landlord harmless from and against any claims, costs or expenses incurred by Landlord as a result of such installation by Tenant including but not limited: A. water damage (resulting from roof penetration) to the Building or any part thereof including premise occupied by other tenants and other tenant’s personal property; and B. damage caused by the antenna or dish or other external components of the Satellite System becoming detached from the Building. Tenant shall be solely responsible for the maintenance and repair thereof, at Tenant's sole cost and expense. At the expiration or other termination of the Lease, said equipment shall remain the property of Tenant, and may be removed by Tenant, provided that Tenant shall repair , to the satisfaction of the Landlord. any and all damage caused by such removal. To insure the removal of the Satellite System and all components and the proper watertight repair to the roof of Landlord’s Building, Tenant shall either post a bond or a separate security deposit in the amount of $2,000.00, which will be held for ninety (90) days after the removal and repair.

Lease Agreement Page 57 of 62 LL: BV |T: EXHIBIT "I"

SUBORDINATION AGREEMENT

This Subordination Agreement made as of the ____ day of April, 2008 (the “Subordination Agreement ”), by Magdy B. Khalil and Gehan G. Girgis having an address of 17354 Westmill Lane, Charlotte, North Carolina 28277 (“Tenant”), and B,V, Investments, LLC, a North Carolina limited liability company with a mailing address of P.O.Box 491164, Miami, FL 33149-1164 (the “Landlord".)

RECITALS

A. Tenant is a tenant under a certain lease (the "Lease") dated ______, 2008 with Landlord of premises described in the Lease (the "Demised Premises") which is a portion of the building located on that certain property located on Cranlyn Road and Townley Road in Huntersville, Mecklenburg County, North Carolina more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property").

B. This Agreement is being entered into in connection with a mortgage loan (the "Loan") held by American United Life Insurance Company, One American Square, PO Box 368, Indianapolis, IN 46206- 0368 ("Lender") to Landlord, secured by, among other things: (a) a first mortgage, deed of trust or deed to secure debt on and of the Property (the "Mortgage") recorded with the registry or clerk of the county in which the Property is located; and (b) a first assignment of leases and rents on the Property (the "Assignment of Leases and Rents") recorded with the registry or clerk of the county in which the Property is located. The Mortgage and the Assignment of Leases and Rents are hereinafter collectively referred to as the "Security Documents".

C. As a condition precedent to entering into the Lease, the Landlord has required that Tenant subordinate the Lease to the Lender and execute this Subordination Agreement and Tenant acknowledges that Landlord will rely on this Subordination Agreement in connection with Landlord’s agreement to execute the Lease.

AGREEMENT In consideration of the matters described above, the mutual benefits and obligations set forth in the Lease, including the mutual covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Tenant agrees that the Lease is and shall be subject and subordinate to the Security Documents and to all present or future advances under the obligations secured thereby and all renewals, amendments, modifications, consolidations, replacements and extensions of the secured obligations and the Security Documents, to the full extent of all amounts secured by the Security Documents, from time to time. [PLEASE ADD A NONDISTURBANCE CLAUSE. Pas]

Tenant agrees that, in the event of a foreclosure of the Mortgage by Lender or the acceptance of a deed in lieu of foreclosure by Lender or any other succession of Lender to fee ownership, Tenant will attorn to and recognize Lender as its landlord under the Lease for the remainder of the term of the Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Lease, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to the Lease.

Lease Agreement Page 58 of 62 LL: BV |T: Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Property is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender's written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Demised Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant's consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents.

Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Property. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease.

The term "Lender" as used herein includes any successor or assign of the named Lender herein, including without limitation, any co-lender at the time of making the Loan, any purchaser at a foreclosure sale and any transferee pursuant to a deed in lieu of foreclosure, and their successors and assigns, and the terms "Tenant" and "Landlord" as used herein include any successor and assign of the named Tenant and Landlord herein, respectively; provided, however, that such reference to Tenant's or Landlord's successors and assigns shall not be construed as Lender's consent to any assignment or other transfer by Tenant or Landlord.

IN WITNESS WHEREOF, the undersigned have executed this agreement under seal at ______[designate location], on the date first appearing above.

TENANT

Lease Agreement Page 59 of 62 LL: BV |T: By:______(Seal) Magdy B. Khalil

By:______(Seal) Gehan G. Girgis

State of North Carolina } }SS: County of Mecklenburg }

I, ______, a Notary Public, certify that Magdy B. Khalil and Gehan G. Girgis, personally came before me this day and acknowledged that they are the Tenant referenced in the above document and that they executed the foregoing on behalf of themselves jointly and individually.

Witness my hand and official seal, this ___day of ______, 2008

______Notary Public My commission expires:

Lease Agreement Page 60 of 62 LL: BV |T: Exhibit “A”

All that certain tract or parcel of land, situate in the Town of Huntersville, Mecklenburg County, North Carolina, and being more particularly described as follows:

BEING all of that certain tract containing approximately 0.2672 acres, designated as “Lot 7A” on that certain plat of survey entitled “Revised Final Plat of Birkdale Village Map 1 (Map Book 36 Page 349)/ Define Lots 7A, 7-Residential, Cranlyn Rd”, prepared by ESP Associates, P.A., dated September 8, 2004, and recorded in Map Book 43 at Page 473 in the Mecklenburg County Public Registry, reference to which is hereby made for a more particular description.

EASEMENT TRACT: TOGETHER WITH, all of the rights, privileges and easements appurtenant to the above-described real property set forth in (i) that certain Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 11389 at Page 698, as amended by First Amendment to Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 14949 at Page 164, and further amended by Second Amendment to Dedication and Cross Easement Agreement and Declaration of Restrictions recorded in Book 18941 at Page 947 (and re-recorded in Book 19146 at Page 928) in the Mecklenburg County Registry (as amended, the “Initial Declaration”) and (ii) that certain Declaration of Easements, Covenants, Conditions and Restrictions for Birkdale Village recorded in Book 14949 at Page 198, as amended by First Amendment to Declaration of Easements, Covenants, Conditions and Restrictions for Birkdale Village recorded in Book 18941 at Page 941 in said Registry (the “Overlay Declaration”).

Lease Agreement Page 61 of 62 LL: BV |T: EXHIBIT "J"

Addendum and Additional Exhibits.

This Lease does not contain any addendums or exhibits not specifically referenced or set forth within Exhibits “A” through “H" herein above.

Lease Agreement Page 62 of 62 LL: BV |T:

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