Deal Approval- Belgian Waffle Works

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					GC Properties, Inc.
TO:                  Maggie Georgilas

CC:

FROM:                Kirk Coult

DATE:                February 21, 2002

RE:                  Lake Arrowhead Village – Belgian Waffle Works



Attached for your review and approval is the 1) NER-DAAG and 2) DDR Invoice for the above
referenced Lease Renewal. Following is a synopsis of the deal:

         Item                           New Terms             Budget
         Suite / Size                       1,656              1,656
         Base Rent                          $1.91
         Rent Commencement                  3-1-03
         Annual Rent Steps                   3%
         Percentage Rent/Reports         5% above
         Sales                       $550,000.00 in sales
         Tenant Improvements              $4,000.00
         Landlord Work                         0
         TOTAL (TI + LL Work)             $4,000.00
         Term                              10 years
         Options (Y/N)?                       Y
         Option Terms (Number,        Two (2) five year
         length, economics)                options
         Relocation/Termination           Yes / No
         NNN?/Mgt Fee/ Admin           Yes/Yes/15%
         Co-tenancy?                         No


Note: This lease renewal is a 2003 Budget item.
The lease form is our standard form, and there are no material non-standard additions or revisions
to the contract.

Recommendation: Belgian Waffle Works has been a tenant in Lake Arrowhead Village for
over ten years. They are a very high volume restaurant operation with sales exceeding
$400.00 per square foot annually. They are ready for expansion.

Please let me know if you have any questions or require any additional information. If approved,
please process this Lease Amendment.
Memorandum to Maggie Georgilas
February 21, 2002
Lake Arrowhead Village/Belgian Waffle Restaurant
Page 2

             NET EFFECTIVE RENT SHEET
Prepared by: Kirk Coult/Laurie McDaniel
Asset: Lake Arrowhead Village
Tenant: Belgian Waffle Works
Date: February 21, 2002
                                            2002 Budget                        Final
             PROPERTY                     Lake Arrowhead                  Lake Arrowhead
           ADDRESS/SUITE                       E-150                           E-150

        SQUARE FOOTAGE                               1,656                           1,656
          TERM (YEARS)                                                                10.0
    RENT PER SF PER MONTH                                          0.00              $1.91       22.92
    # OF MONTHS FREE RENT                              0.0                              0.0
       LANDLORDS WORK                                   $0        $0.00              $0.00       $0.00
TENANT IMPROVEMENT ALLOWANCE                            $0        $0.00             $4,000       $0.00
         INTEREST RATE                             12.00%                          12.00%

                                                               PER S.F.                       PER S.F.

AVERAGE MONTHLY CONTRACT RENT                          $0         $0.00             $3,626       $2.19

                 LESS:
      (FREE RENT AMORTIZATION)                             0       0.00                  0         0.00
 (LEASE COMMISSION AMORTIZATION)                           0       0.00              (168)       (0.10)
    (T.I / LL WORK AMORTIZATION)                           0       0.00               (57)       (0.03)
        NET EFFECTIVE RENT                             $0         $0.00             $3,401       $2.05

*NOTE: This lease renewal is a 2003
Budget Item
                                                                Rent                           Rent
                                                               Growth                         Growth
      AVERAGE CONTRACT RENT                                        1.03                           1.03

               YEAR 1                                  $0       $0.0000             $3,163     $1.9100
               YEAR 2                                  $0       $0.0000             $3,258     $1.9673
               YEAR 3                                  $0       $0.0000             $3,356     $2.0263
               YEAR 4                                  $0       $0.0000             $3,456     $2.0871
               YEAR 5                                  $0       $0.0000             $3,560     $2.1497
               YEAR 6                                  $0       $0.0000             $3,667     $2.2142
               YEAR 7                                  $0       $0.0000             $3,777     $2.2806
               YEAR 8                                  $0       $0.0000             $3,890     $2.3491
               YEAR 9                                           $0.0000             $4,007     $2.4195
               YEAR 10                                 $0       $0.0000             $4,127     $2.4921
            AVERAGE RENT                               $0       $0.0000             $3,626     $0.0000

        TOTAL CONSIDERATION                            $0                         $435,118
Deal At-A-Glance
Center Name:        Lake Arrowhead Village                                                                Date:     February 21, 2002
Address of Premises:       28200 Highway 189                                            Bldg:            E        Space:     150
Tenant Name:        Belgian Waffle Works Co., Inc., A California Corporation
Trade Name:       Belgian Waffle Works                                                              Store Size:                  1,656 SF
Address of Tenant:        P.O. Box 1585
City:    Lake Arrowhead                             State:     CA         Zip:     92352               Phone:       (909) 337-5222
Contact Name:        Bob and Mary Baker                                                                Phone:        (909) 336-3149
Use Clause:      See attached Non-Standard Lease Provisions
Any exclusives/restrictions?          None
Term of Lease:      10       Yrs.      0        Mos.          # of Options: 2              Length of Options:              5 years
Lease Commencement Date:               3-1-03                            Rent Commencement Date:                   3-1-03
Amount of Free Rent:         0              Mos.        CAM, Taxes, Ins. Included?                 Yes:                    No:
Security Deposit:        $2,000.00 Prepaid Rent/Exp:                    Yes:             No:       X          Amount:         N/A
Min. Monthly Rent:          $3,162.96       Adjustments:                Scheduled:      3%        CPI:                Max/Min:
Minimum          Mos: 1-xx          $/mo                 $/yr.
Rent             1-12               $3,162.96            $37,955.52
Adjustments:     3% annually
Percent Rent:       5%           Artificial             Natural                                 Reporting Freq.:           Monthly
                                 Breakpoint:$550,000.00
CAM, Taxes, Ins.: Standard: Yes:                X            No:                 If “No,” explain:           N/A
Administrative Fee:        15%           Exclusions:          None
Management Fee:            Yes
Occupancy Date:          3-1-03                                Construction Period:              N/A
Landlord’s Work: “AS IS”             X      Vanilla Shell                      Other              Amount:
Tenant Allowance:         $4,000.00
Tenant Termination Right?             No            If “Yes,” explain:            N/A
Co-tenancy?      No         If “Yes,” explain:               N/A
Non-standard lease provisions (signage, relocation, CAPS, etc.?)                        See attached
Conflicts with existing exclusives? If yes, explain.               No
Financials (type and dates):      N/A
Comments/Nature of                N/A
financial review:
DEVELOPERS DIVERSIFIED CORPORATION
BURNHAM PACIFIC
COMMISSION APPROVAL

DATE:                                               02/21/02
PROPERTY:                                   Lake Arrowhead Village
NAME OF TENANT:                             Belgian Waffle Works
TYPE OF LEASE:                                                     New                          X               Renewal
SQUARE FOOTAGE LEASED:                                1,656
LEASE TERM:                                              10        yrs.
COMMENCEMENT DATE EXPECTED:                           3/1/03


RENT PER SQUARE FOOT:                           Annual                    Annual             Annual                   Annual
                                                Rent/SF                   Rent              Rent/SF                   Rent
              Year One                          $     22.92          $ 37,955.52
              Year Two                          $     23.64          $ 39,147.84
              Year Three                        $     24.36          $ 40,340.16
              Year Four                         $     25.09          $ 41,549.04
              Year Five                         $     25.84          $ 42,791.04
              Year Six                           $         -          $             -       $       26.62         $ 44,082.72
              Year Seven                         $         -          $             -       $       27.42         $ 45,407.52
              Year Eight                         $         -          $             -       $       28.24         $ 46,765.44
              Year Nine                          $         -          $             -       $       29.09         $ 48,173.04
              Year Ten                           $         -          $             -       $       29.96         $ 49,613.76
TOTAL RENTS:                                                         $ 201,783.60                                 $ 234,042.48
COMMISSION PERCENTAGE:                                         A                   3%                       B                1.5%
                                                                     $      6,053.51                              $     3,510.64


TOTAL COMMISSION (A+B)                                               $      9,564.15


WAS AN OUTSIDE BROKER USED?                 X                      Yes                                          No
NAME OF BROKER:                             GC Properties
OUTSIDE COMMISSION AMOUNT:                      $6,376.09
COMMISSION DUE DDR                              $ 3,188.06
LEASING MANAGER (Print Name & Sign):                               Margaret Georgilas


APPROVED BY (Print Name & Sign):                                   Margaret Georgilas


Commission Structure:
New Leases with a cooperating Broker                                                    New Leases without a cooperating Broker
 6.0% of the base rent for years 1 - 5                                                    5.0% of the base rent for years 1 - 5
 3.0% of the base rent for years 6 - 10                                                   2.5% of the base rent for years 6 - 10
Ground Leases:
  3.0% of the base rent for years 1 - 5 ;       1.5% of the base rent for years 6 - 10
Renewals:
  50% of the commission that would be paid for a new lease
  The parties acknowledge that a "renewal" is an execution of a new lease with a tenant
  for a space previously occupied by such tenant for the term exceeding the last date
  of any extension option set forth in the existing lease with such tenant.
Timing:
  50% payment on complete execution of unconditional lease - remainder paid upon commencement

				
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