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REPORT TO MAYOR REDEVELOPMENT AGENCY CHAIR

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					                                                                                            AGENDA ITEM NO.IW_ `/'



                                  REPORT TO MAYOR/REDEVELOPMENT AGENCY CHAIR
       Concord                    AND COUNCIL/AGENCY BOARD




TO THE HONORABLE MAYOR/REDEVELOPMENT AGENCY CHAIR
     AND CITY COUNCIL/AGENCY BOARD:


                                                                                DATE: July 14, 2008


SUBJECT: CONSIDERATION OF ENTERING INTO A FIRST AMENDMENT TO
          DISPOSITION AND DEVELOPMENT AGREEMENT WITH LEHMER
          INVESTMENT COMPANY TO APPROVE THE SALE OF AGENCY OWNED
          PROPERTY LOCATED AT 1925 MARKET STREET TO LEHMER INVESTMENT
          COMPANY'


Report in Brief

        The City Council and Agency Board are requested to consider City Council Resolution 08-49 and
Agency Board Resolution 08-717 (Attachments 1 and 2) approving and authorizing the execution of a First
Amendment to Disposition and Development Agreement (First Amendment) between the Redevelopment
Agency of the City of Concord and Lehmer Investment Company (Lehmer) (Attachment 3). This First
Amendment sets forth terms and conditions related to the sale of a .35-acre Agency owned site located at
1925 Market Street (1925 Market Site) to Lehmer Investment Company. The site is currently a parking lot
leased by RAP Land Company to serve the multi-tenant commercial building at 1931 Market Street. Through
an agreement with RAP Land Company, Lehmer master leased the building at 1931 Market Street.

         The First Amendment provides the Agency with additional benefits not contemplated in the original
Disposition and Development Agreement (DDA) (Attachment 4). In particular, the Agency will receive an
approximately two-year extension of the period during which it would participate in the proceeds of a future
sale of the Lehmer dealership on the 1905 Market Street site (1905 Market Site) or the 1925 Market Site.
Specifically, if Lehmer sells or transfers the 1905 Market Site and/or the 1925 Market Site or any portion
thereof other than to an affiliate before July 14, 2013, then 30 percent of the "Excess Sale Proceeds" (as
defined in section 5.1 of the First Amendment) would be paid to the Agency immediately upon the closing of
the sale or transfer. Lehmer gains control of the parking lot and building located adjacent to their dealership.

                 The First Amendment also provides for Lehmer to pay the Agency $170,000 for the property
paid over a three year period with at a 3 percent interest rate and upgrade the fence materials associated with
the dealership's inventory store area located nearest to Willow Pass Road/Market street corner.

Background

       The Redevelopment Agency of the City of Concord and Anderson Lehmer Investment , LLC (ALI)
entered into a Disposition and Development Agreement for the development of a new approximately 39,000
                        CONSIDERATION OF ENTERING INTO A FIRST AMENDMENT TO
                        DISPOSITION AND DEVELOPMENT AGREEMENT WITH LEHMER
                   INVESTMENT COMPANY TO APPROVE THE SALE OF AGENCY OWNED
                PROPERTY LOCATED AT 1925 MARKET STREET TO LEHMER INVESTMENT
                                                           COMPANY July 14, 2008
                                                                          Page 2

square foot automobile dealership located at 1905 Market Street in 2004. The DDA set forth the terms for
sale of the approximately 3.8-acre site at the northwest corner of Willow Pass Road and Market Street, with
State Highway 242 at its eastern boundary (1905 Market Site), and the development of the dealership on the
1905 Market Site. As was contemplated and allowed under the DDA, ALI subsequently transferred the 1905
Market Site and the DDA to its affiliate, Lehmer Investment Company.

        Relocating the Lehmer's Dealership to the current Market Street location was part of a long-standing
strategy of the Agency to complete the Concord Auto Center. Positive benefits from this transaction have
included:

        • Increased property tax revenue to the Agency.

        • Increased sales tax revenue to the City from improved sales at the 1905 Market Street location.

        • Development of an attractive, high quality dealership at a key gateway location to the downtown.

The dealership was completed on June 29, 2006 and has remained in operation since that time.

        The Agency-owned property at 1925 Market Street is behind the multi-tenant building at 1931 Market
Street and is leased from the Agency by the owner of that building, RAP Land Company as a parking lot.
RAP leases the parking lot from the Agency for $1,000 per year. The lease expires in 2030. Through a Master
lease with RAP, Lehmer has secured control of the building at 1931 Market and the right to purchase upon the
owners death. Ownership of the parking lot gives Lehmer control of both building and parking lot located
adjacent to their dealership.

Discussion

        Staff is recommending that the City Council and Redevelopment Agency Board consider adopting
City Council Resolution 08-49 and Agency Board Resolution 08-717 approving and authorizing the execution
of the First Amendment. The First Amendment sets forth terms and conditions related to the sale of the .35-
acre site located at 1925 Market Street as a parking lot at its fair market value of $170,000 based on a fair
market value appraisal prepared by Diaz, Diaz and Boyd. Lehmer will purchase the property "as is." The sale
of the 1925 Market site will close after City staff approves fence materials and improvements made to the
inventory room located near the corner at Willow Pass and Market Street.

         The First Amendment also provides for (i) Developer's payment of the purchase price for the 1925
Market Site and three percent (3%) annual interest over a thirty-six (36) month period; (ii) Developer's use
and maintenance of the 1925 Market Site as provided in the First Amendment; (iii) Developer's installation of
exterior fencing on the 1905 Market Site; (iv) extension of the period of time during which the Agency would
share in the "Excess Sale Proceeds," as defined in the DDA, from a sale of the Project; and (v) Developer's
repayment of debt owed to the City of Concord ("City") related to City's construction on Developer's behalf of
certain frontage improvements along Market Street.
                        CONSIDERATION OF ENTERING INTO A FIRST AMENDMENT TO
                        DISPOSITION AND DEVELOPMENT AGREEMENT WITH LEHMER
                   INVESTMENT COMPANY TO APPROVE THE SALE OF AGENCY OWNED
                PROPERTY LOCATED AT 1925 MARKET STREET TO LEHMER INVESTMENT
                                                           COMPANY July 14, 2008
                                                                          Page 3

Financial Summary

       A. Cost of First Amendment to the Agency

                The purchase price for the 1925 Market Site to be paid by Lehmer to the Agency will cover
                the Agency's costs associated with the First Amendment, which are limited to normal escrow
                fees and charges, title insurance, and other costs of escrow.


       B. Estimated Value of the Site at Highest and Best Use

                Based upon an independent appraisal prepared in July 2006 and reaffirmed in a letter dated
                June 13, 2008, the estimated market value of the 1925 Market Site is $170,000.

       C. Estimated Value of the Site at the Use and with the Conditions, Covenants, and Development
              Costs Required by the First Amendment

                The First Amendment does not require any special use, conditions, covenants or
                development costs that change the estimated value of the Site from the estimated value at its
                highest and best use. Therefore, the estimated value of $170,000 is the estimated value of the
                1925 Market Site.

                Lehmer's purchase price for the 1925 Market Site is $170,000, (paid over three years at a 3
                percent interest rate) which is the fair market value for the 1925 Market Site.

Staff has prepared a report (Attachment 5) in connection with the project, pursuant to Health and Safety Code
section 33433 describing the cost of the First Amendment to the agency, the value of the property interest to
be conveyed and other information required by Heath and Safety Code section 33433.

Environmental

        Because there is no possibility that the sale of the site will have a significant effect on the
environment, the project is exempt from review under the California Environmental Quality Act, pursuant to
section 15061 (b)(3) of the CEQA guidelines.

Fiscal Impact

        Agency to receive $170,000 for the Agency's 1925 Market Site paid over three years at a three
percent annual interest rate . Funds to be placed in Redevelopment Agency' s fund balance.
                         CONSIDERATION OF ENTERING INTO A FIRST AMENDMENT TO
                         DISPOSITION AND DEVELOPMENT AGREEMENT WITH LEHMER
                    INVESTMENT COMPANY TO APPROVE THE SALE OF AGENCY OWNED
                 PROPERTY LOCATED AT 1925 MARKET STREET TO LEHMER INVESTMENT
                                                            COMPANY July 14, 2008
                                                                           Page 4


Public Contact

        The Redevelopment Agency set this public hearing at its regularly scheduled meeting on June 9, 2008.
A public notification of this hearing was published in the Contra Costa Times on June 30, 2008 and July 7,
2008. The agenda item has been posted, and the Chamber of Commerce, Lehmer, and RAP Investment
received courtesy notices of the public hearing.


Recommendation for Action

        Staff recommends the adoption of City Council Resolution 08-49 and Agency Board Resolution 08-
717 approving and authorizing the execution of the First Amendment to Disposition and Development
Agreement (DDA) between the Redevelopment Agency and Lehmer Investment Company for the sale of
Agency owned property located at 1925 Market Street




                                                   Prepared by: John Montagh
                                                                 Redevelopment/Housing Manager


                                                   Reviewed by: Jim Forsberg
                                                                 Director of Planning and Economic
                     P                                           Development




Attachment 1: City Council Resolution 08-49
Attachment 2: Agency Resolution 08-717
Attachment 3: First Amendment to Disposition and Development Agreement
Attachment 4: Original Disposition and Development Agreement
Attachment 5: Health and Safety Code 33433 Information Report on Project
                                                                                                 Attachment 1




 1                        BEFORE THE CITY COUNCIL OF THE CITY OF CONCORD
                           COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA
 2

 3    A Resolution of the City Council Approving and
      Authorizing the Execution of a First Amendment to
 4    the Disposition and Development Agreement Between
      the Redevelopment Agency of the City of Concord
 5    and Lehmer Investment Company Resolution No.08-49

 6

 7                 WHEREAS, the Redevelopment Agency of the City of Concord ("Agency") is carrying out

 8    the Redevelopment Plan ("Plan") for the Central Concord Redevelopment Project ("Central Concord

 9    Project"); and

10                 WHEREAS, the Agency entered into a Disposition and Development Agreement ("DDA")

11    with Anderson Lehmer Investment, LLC ("ALI"), which provided for the disposition to ALI of that

12    approximately 3.8 acre parcel of real property located within the boundaries of the Central Concord

13    Project at 1905 Market Street, APN 126-030-032 ("1905 Market Site") and ALI's development of a

14    new automobile dealership ("Project") thereon; and

15                 WHEREAS, ALI subsequently transferred the Project and the DDA to an affiliate, Lehmer

16    Investment Company ("Developer"), as contemplated in the DDA; and

17                 WHEREAS, the Agency and Developer desire to amend the DDA as provided in a proposed

18    First Amendment to Disposition and Development Agreement ("First Amendment") in order to

19    provide for: (i) Agency's sale of the property located at 1925 Market Street ("1925 Market Site") to

20    the developer for its fair market value of $170,000; (ii) Developer's payment of the purchase price for

21    the 1925 Market Site and interest over a thirty-six (36) month period; (iii) Developer's use and

22    maintenance of the 1925 Market Site as provided in the First Amendment; (iv) Developer's

23    installation of exterior fencing on the 1905 Market Street Site; (v) extension of the period of time

24    during which the Agency would share in the "Excess Sale Proceeds," as defined in the DDA, from a

25    sale of the Project; and (vi) Developer's repayment of debt owed to the City of Concord ("City")

26    related to City's construction on Developer's behalf of certain frontage improvements along Market

27    Street; and

28 11 //
                                                         1
      Res. 08-49
1             WHEREAS , the project is exempt from review under the California Environmental Quality

2    Act, pursuant to section 15061(b)(3) of the CEQA guidelines because the disposition of the 1925

3    Market Site will not result in a change in use and there is no possibility that the sale of the 1925

4    Market Site will have a significant effect on the environment; and

5              WHEREAS, the Community Redevelopment Law of the State of California (Health and

6    Safety Code Section 33000 et seq .) provides in Section 33431 that any sale or lease of Agency

7    property may be made only after a public hearing of the Agency after publication of notice as

 8   provided by law; and

 9             WHEREAS , the Community Redevelopment Law provides in Section 33433 that before any

10   property acquired , in whole or in part, with tax increment monies, is sold or leased for development

11   pursuant to a redevelopment plan, such sale or lease shall first be approved by the legislative body

12   after a public hearing, that notice of the time and place of the hearing shall be published in a

13   newspaper of general circulation in the community for at least two (2 ) successive weeks prior to the

14   hearing, and that the Agency shall make available for public inspection a copy of the proposed sale or

15    lease and a summary of the financial aspects of the proposal; and

16             WHEREAS , notice of a joint public hearing of the City Council of the City of Concord ("City

17    Council ") and the Agency was published in the Contra Costa Times on June 30 , 2008 and July 7,

18    2008; and

19             WHEREAS, the Agency has prepared a report ("Report ") pursuant to Section 33433 of the

20    Health and Safety Code containing a copy of the proposed First Amendment and a summary

21    describing the cost of the First Amendment to the Agency, the value of the property interest to be

22    conveyed , the purchase price and other information required by said Section 33433, and said Report

23    was made available to the public for inspection; and

24                 WHEREAS , on July 14, 2008 , the Agency and the City Council held a joint public hearing to

25    consider and act on the First Amendment and the disposition of the 1925 Market Site pursuant to the

26    First Amendment.

27

28 11 //
                                                            2
      Res. 08-49
 1                 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CONCORD DOES

 2     RESOLVE AS FOLLOWS:

 3                 Section 1 . The City Council hereby finds and determines that the sale of the 1925 Market

 4     Site to Developer pursuant to the First Amendment will assist in the elimination of blight within the

 5     Central Concord Project area. This finding is based upon the fact that the 1925 Market Site is being

 6     sold for purposes of consolidating parcels under one ownership and supporting the purposes of the

 7    DDA and the Plan. This finding is further based upon the additional facts and information contained

 8    in the Report. The City Council further finds and determines that the sale of the 1925 Market Site

 9    pursuant to the First Amendment is consistent with the Plan and the implementation plan adopted

10    pursuant to Section 33490 of the Health and Safety Code.

11                 Section 2 . The City Council hereby finds and determines that the consideration for the

12     1925 Market Site to be paid by Developer pursuant to the First Amendment is not less than its fair

13    market value at its highest and best use in accordance with the Plan. This finding is based upon the

14    facts and information contained in the Report.

15                 Section 3. The City Council hereby finds and determines that because the First

16    Amendment will cause no change in use of the 1925 Market Site and there is no possibility that the

17    sale of the 1925 Market Site will have a significant effect on the environment, the project is exempt

18    from review under the California Environmental Quality Act, pursuant to section 15061(b)(3) of the

19    CEQA guidelines.

20                 Section 4 . The City Council hereby approves the First Amendment in substantially the

21    form on file with the City Clerk. The City Council further approves and authorizes the sale of the

22    1925 Market Site to Developer pursuant to the terms and conditions set forth in the First Amendment.

23                 Section 5. This resolution shall become effective immediately upon its passage and

24    adoption.

25    //

26    //

27    //

28 11 //
                                                          3
      Res. 08-49
 1                PASSED AND ADOPTED by the City Council of the City of Concord on July 14, 2008, by

 2   the following vote:

 3                AYES: Councilmembers -

 4                NOES: Councilmembers -

 5                ABSTAIN: Councilmembers -

 6                ABSENT: Councilmembers -

 7                I HEREBY CERTIFY that the foregoing Resolution No. 08-49 was duly and regularly

 8   adopted at a regular joint meeting of the City Council and the Redevelopment Agency of the City of

 9   Concord on July 14, 2008.

10

11

12
                                                          Mary Rae Lehman
13                                                        City Clerk
14
     APPROVED AS TO FORM:
15

16
17

18   Craig Labadie
     City Attorney
19

20
21

22

23

24

25

26

27

28
                                                      4
     Res. 08-49
                                                                                                    Attachment 2




     I                         REDEVELOPMENT AGENCY OF THE CITY OF CONCORD
                                          RESOLUTION NO. 08-717
 2

 3                                                         A RESOLUTION OF THE REDEVELOPMENT
                                                           AGENCY OF THE CITY OF CONCORD
 4
                                                           APPROVING AND AUTHORIZING THE
 5                                                         EXECUTION OF A FIRST AMENDMENT TO
                                                           DISPOSITION AND DEVELOPMENT
 6                                                         AGREEMENT BETWEEN THE
                                                           REDEVELOPMENT AGENCY OF THE CITY
 7                                                         OF CONCORD AND LEHMER INVESTMENT
                                                           COMPANY
 8

 9                     WHEREAS, the Redevelopment Agency of the City of Concord ("Agency") is carrying out
10       the Redevelopment Plan ("Plan") for the Central Concord Redevelopment Project ("Central Concord
11       Project"); and
12                     WHEREAS, the Agency entered into a Disposition and Development Agreement ("DDA")
13       with Anderson Lehmer Investment, LLC ("ALI"), which provided for the disposition to ALI of that
14       approximately 3.8 acre parcel of real property located within the boundaries of the Central Concord
15       Project at 1905 Market Street, APN 126-030-032 ("1905 Market Site") and ALI's development of a
16       new automobile dealership ("Project") thereon; and
17                 WHEREAS, ALI subsequently transferred the Project and the DDA to an affiliate, Lehmer
18       Investment Company ("Developer"), as contemplated in the DDA; and
19                 WHEREAS, the Agency and Developer desire to amend the DDA as provided in a proposed

20       First Amendment to Disposition and Development Agreement ("First Amendment") in order to

21       provide for: (i) Agency's sale of the property located at 1925 Market Street ("1925 Market Site") to

22       the developer for its fair market value of $170,000; (ii) Developer's payment of the purchase price for

23       the 1925 Market Site and interest over a thirty-six (36) month period; (iii) Developer's use and

24       maintenance of the 1925 Market Site as provided in the First Amendment; (iv) Developer's

25       installation of exterior fencing on the 1905 Market Street Site; (v) extension of the period of time

26       during which the Agency would share in the "Excess Sale Proceeds," as defined in the DDA, from a

27       sale of the Project; and (vi) Developer's repayment of debt owed to the City of Concord ("City")

28

                                                            1
         Res. 08-717
 1   related to City's construction on Developer's behalf of certain frontage improvements along Market

 2   Street; and

 3             WHEREAS, the project is exempt from review under the California Environmental Quality

 4   Act, pursuant to section 15061(b)(3) of the CEQA guidelines because the disposition of the 1925

 5   Market Site will not result in a change in use and there is no possibility that the sale of the 1925

 6   Market Site will have a significant effect on the environment; and

 7             WHEREAS, the Community Redevelopment Law of the State of California (Health and

 8   Safety Code Section 33000 et seq.) provides in Section 33431 that any sale or lease of Agency

 9   property may be made only after a public hearing of the Agency after publication of notice as

10   provided by law; and

11             WHEREAS, the Community Redevelopment Law provides in Section 33433 that before any

12   property acquired, in whole or in part, with tax increment monies, is sold or leased for development

13   pursuant to a redevelopment plan, such sale or lease shall first be approved by the legislative body

14   after a public hearing, that notice of the time and place of the hearing shall be published in a

15   newspaper of general circulation in the community for at least two (2) successive weeks prior to the

16   hearing, and that the Agency shall make available for public inspection a copy of the proposed sale or

17   lease and a summary of the financial aspects of the proposal; and

18             WHEREAS, notice of a joint public hearing by the City Council of the City of Concord ("City
19   Council") and the Agency was published in the Contra Costa Times on June 30, 2008 and July 7,

20   2008; and

21             WHEREAS, the Agency has prepared a report ("Report") pursuant to Section 33433 of the

22   Health and Safety Code containing a copy of the proposed First Amendment and a summary

23   describing the cost of the First Amendment to the Agency, the value of the property interest to be

24   conveyed, the purchase price and other information required by said Section 33433, and said Report

25   was made available to the public for inspection; and

26             WHEREAS, on July 14, 2008, the Agency and the City Council held a joint public hearing to

27   consider and act on the First Amendment and the disposition of the 1925 Market Site pursuant to the

28   First Amendment.

                                                        2
     Res. 08-717
 1             NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF

 2   CONCORD DOES RESOLVE AS FOLLOWS:

 3             Section 1 . The Agency hereby finds and determines that the sale of the 1925 Market Site

 4   to Developer pursuant.to the First Amendment will assist in the elimination of blight within the

 5   Central Concord Project area. This finding is based upon the fact that the 1925 Market Site is being

 6   sold for purposes of consolidating parcels under one ownership and supporting the purposes of the

 7   DDA and the Plan. This finding is further based upon the additional facts and information contained

 8   in the Report. The Agency further finds and determines that the sale of the 1925 Market Site pursuant

 9   to the First Amendment is consistent with the Plan and the implementation plan adopted pursuant to

10   Section 33490 of the Health and Safety Code.

11             Section 2. The Agency hereby finds and determines that the consideration for the 1925

12   Market Site to be paid by Developer pursuant to the First Amendment is not less than its fair market

13   value at its highest and best use in accordance with the Plan. This finding is based upon the facts and

14   information contained in the Report.

15             Section 3. The Agency hereby finds and determines that the Project is exempt from review

16   under the California Environmental Quality Act, pursuant to section 15061(b)(3) of the CEQA

17   guidelines because there will be no change in use of the 1925 Market Site and there is no possibility

18   that the sale of the 1925 Market Site will have a significant effect on the environment

19             Section 4. The Agency hereby approves the First Amendment in substantially the form on

20   file with the Agency Secretary. The Agency further approves and authorizes the sale of the 1925

21   Market Site to Developer pursuant to the terms and conditions set forth in the First Amendment.

22             Section 5. The Executive Director and Secretary of the Agency are hereby authorized and

23   directed to execute the First Amendment on behalf of the Agency, subject to any minor conforming,

24   technical or clarifying changes approved by Agency Counsel. The Executive Director and Secretary

25   are hereby further authorized and directed to take such further actions and execute such documents as

26   are necessary to carry out the terms and conditions of the First Amendment on behalf of the Agency,

27   including without limitation the execution of the grant deed conveying the 1925 Market Site.

2811//
                                                        3
     Res. 08-717
 1           Section 6. This resolution shall become effective immediately upon its passage and

2    adoption.

3             PASSED AND ADOPTED by the Redevelopment Agency of the City of Concord on July 14,

4    2008, by the following vote:

 5            AYES: Agencymembers -

6             NOES: Agencymembers -

 7            ABSTAIN: Agencymembers -

 8            ABSENT: Agencymembers -

 9            I HEREBY CERTIFY that the foregoing Redevelopment Agency Resolution No. 08-717 was

10   duly and regularly adopted at a joint meeting of the City Council and the Redevelopment Agency of

11   the City of Concord on July 14, 2008.

12

13

14
                                                         Mary Rae Lehman
15                                                       Agency Secretary

16

17
     APPROVED AS TO FORM:
18

19

20

21
     Craig Labadie
22   Agency Counsel

23

24

25

26

27

28
                                                     4
     Res. 08-717
                                                               Attachment 3




                                 FIRST AMENDMENT TO
                       DISPOSITION AND DEVELOPMENT AGREEMENT



                                    by and between the



                              REDEVELOPMENT AGENCY
                              OF THE CITY OF CONCORD

                                           and

                            LEHMER INVESTMENT COMPANY



                                1905 and 1925 Market Street




                              Dated: , 2008




1072860v5 29736/0023
                                                 TABLE OF CONTENTS

                                                                                                                                     Page

SECTION 1 DEFINITIONS; REPRESENTATIONS AND WARRANTIES ...............................2
   1.1 Definitions ........................................................................................................................ 2
   1.2 Representations and Warranties .......................................................................................2
         A. Agency Representations .......................................................................................2
         B. Developer's Representations ................................................................................. 2
         C. Limitation on Change in Ownership, Management and Control of Developer....2
SECTION 2 AGENCY DISPOSITION OF THE 1925 PROPERTY TO DEVELOPER ..............2
   2.1 Purchase and Sale of the 1925 Property ........................................................................... 2
   2.2 Escrow .............................................................................................................................. 2
           A. Costs of Escrow ....................................................................................................2
           B. Escrow Instructions ..............................................................................................2
           C. Authority of Escrow Agent ...................................................................................2
           D. Closing .................................................................................................................. 2
           E. Closing Procedure ................................................................................................. 2
   2.3 Review of Title ................................................................................................................. 2
   2.4 Title Insurance .................................................................................................................. 2
   2.5 Conditions Precedent to Closing ......................................................................................2
           A. Agency's Conditions Precedent to Closing ...........................................................2
           B. Developer's Conditions Precedent to Closing ......................................................2
   2.6 Property Taxes and Assessments ......................................................................................2
   2.7 Condition of the Site .........................................................................................................2
           A. Investigation of Site ..............................................................................................2
           B. No Warranties As To 1925 Property ....................................................................2
           C. Disclaimers ...........................................................................................................2
           D. Release .................................................................................................................. 2
   2.8 Developer's Obligations with Respect to Hazardous Materials After Conveyance .........2
SECTION 3 DEVELOPMENT OF ADDITIONAL 1905 SITE IMPROVEMENTS ....................2
   3.1 Scope of Development ......................................................................................................2
   3.2 Permits and Approvals ......................................................................................................2
   3.3 Construction of 1905 Site Improvements .........................................................................2
   3.4 Cost of Construction .........................................................................................................2
   3.5 Compliance With Laws ....................................................................................................2
   3.6 Taxes and Assessments ....................................................................................................2

SECTION 4 COVENANTS, RESTRICTIONS AND AGREEMENTS ........................................2
   4.1 Use Covenants ..................................................................................................................2
   4.2 Maintenance Covenants .................................................................................................... 2
   4.3 Nondiscrimination Covenants ..........................................................................................2
          A. In deeds ................................................................................................................. 2
          B. In leases ................................................................................................................2
          C. In contracts ........................................................................................................... 2


1072860v5                   29736/0023                       -i-
                                                  TABLE OF CONTENTS
                                                       (continued)

                                                                                                                                      Page

SECTION 5 AMENDMENT OF ORIGINAL DDA ......................................................................2
    5.1 Amendment of Section 405 of Original DDA..................................................................2
    5.2 Amendment of Original Grant Deed ................................................................................ 2
SECTION 6 DEFAULTS AND REMEDIES .................................................................................2
    6.1 Defaults .............................................................................................................................2
    6.2 Remedies ..........................................................................................................................2
    6.3 Termination ......................................................................................................................2
SECTION 7 GENERAL PROVISIONS .........................................................................................2
   7.1 Notices, Demands and Communications Between the Parties .........................................2
   7.2 Successors and Assigns ....................................................................................................2
   7.3 Relationship Between Agency and Developer .................................................................2
   7.4 Agency Approvals and Actions ........................................................................................2
   7.5. Counterparts ...................................................................................................................... 2
   7.6 Integration ......................................................................................................................... 2
   7.7 Brokerage Agencies .......................................................................................................... 2
   7.8 Titles and Captions ........................................................................................................... 2
   7.9 Interpretation .................................................................................................................... 2
   7.10 No Waiver ......................................................................................................................... 2
   7.11 Modifications .................................................................................................................... 2
   7.12 S everability ....................................................................................................................... 2
   7.13 Computation of Time ........................................................................................................2
   7.14 Legal Advice .....................................................................................................................2
   7.15 Time of Essence ................................................................................................................2
   7.16 Cooperation ......................................................................................................................2
   7.17 Conflicts of Interest ..........................................................................................................2
   7.18 Time for Acceptance of Amendment by Agency ............................................................. 2
   7.19 Developer's Indemnity ......................................................................................................2
   7.20 Nonliability of Officials and Employees of Agency ........................................................2
   7.21 Assignment by Agency .....................................................................................................2
   7.22 Applicable Law ................................................................................................................. 2




1072860v5                  29736/0023                       -ii-
                                  ATTACHMENTS


Attachment No. 1-A        1925 Site Map

Attachment No. 1-B        1925 Site Legal Description

Attachment No. 2         RAP Land Lease

Attachment No. 3         1925 Site Grant Deed

Attachment No. 4         Agency Note

Attachment No. 5         Agency Deed of Trust

Attachment No. 6          1905 Site Grant Deed Amendment

Attachment No. 7         Assignment of Lease




1072860v5            29736/0023      -111-
                                  FIRST AMENDMENT TO
                       DISPOSITION AND DEVELOPMENT AGREEMENT

        THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment") dated as of this              day of                  , 2008 , the date of
last execution of this Amendment by each of the parties indicated on the signature page hereof, is
entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF
CONCORD , a public body corporate and politic ("Agency "), and LEHMER INVESTMENT
COMPANY, a Nevada corporation ("Developer").

                                        RECITALS

        The following recitals are a substantive part of this Amendment; capitalized terms used
herein and not otherwise defined shall have the meaning set forth in Section 1.1 of this
Amendment or, if not listed in Section 1.1, the meaning set forth in the Original DDA:

             . A. Agency and Anderson Lehmer Investment, LLC ("ALI") entered into a
Disposition and Development Agreement dated March 23, 2004 ("Original DDA"), setting forth
the terms and conditions relating to Agency's disposition to ALI of certain real property
consisting of approximately 3.8 acres, located at 1905 Market Street, Concord, California,
designated as APN 126-030-032 ("1905 Site") and the development, use and maintenance of the
1905 Site by ALI. A Memorandum of Disposition and Development Agreement dated
August 11, 2005 was recorded with the Contra Costa County Recorder on August 19, 2005 as
Instrument No. 2005-0313784-00.

                B. Section 405 of the Original DDA provides for payment of a portion of
Excess Sale Proceeds to Agency should ALI sell or transfer the 1905 Site before the date which
is five years following the date of ALI's Commencement of Operations.

               C. As contemplated by the Original DDA, Agency has conveyed the 1905
Site to ALI by a Grant Deed Including Covenants ("Original Grant Deed") recorded with the
Contra Costa County Recorder on August 19, 2005 as Instrument No. 2005-0313783-00, and
ALI has completed construction and installation of the Improvements on the 1905 Site. Neither
ALI nor Developer has requested, nor has Agency issued, a Certificate of Completion.

                D. In connection with development of the 1905 Site, ALI and City entered
into that certain Agreement for Deferred Payment of Installment Costs for Frontage
Improvements dated June 30, 2006, pursuant to which City agreed to construct on ALI's behalf
certain frontage improvements along Market Street and ALI agreed to reimburse City its costs
with interest. The outstanding principal and interest balance for such costs as of the Date of
Amendment is Sixty Nine Thousand Eight Hundred Sixty-Six and 65/100 ($69,866.65)
("Frontage Debt").

                E. ALI has transferred the 1905 Site and improvements thereon and assigned
its rights and obligations under the Original DDA to Developer, its affiliate.




1072860v5 29736/0023
                 F. Agency owns that certain real property located adjacent to the 1905 Site at
1925 Market Street, Concord, California, designated as Assessor's Parcel No. 126-030-033, as
depicted on the 1925 Site Map attached hereto as Attachment No. 1-A and more particularly
described in the 1925 Site Legal Description attached hereto as Attachment No. 1-B (" 1925
Site"). The 1925 Site, together with all of Agency's right, title and interest in and to: (i) the
paved parking lot improvements located on the 1925 Site and (ii) Agency's interest, as landlord,
in that certain lease by and between Agency's predecessor-in-interest, Southern Pacific
Transportation Company and RAP Land Company, as tenant ("Tenant"), dated February 14,
1980 ("Lease") attached hereto as Attachment No. 2, are collectively referred to herein as the
"1925 Property." Any personal property located on the 1925 Site (whether or not used in
connection with the 1925 Site), and any other items and rights not expressly included in the
foregoing definition of 1925 Property are hereby expressly excluded from this transaction.

                G. The purpose of this Amendment is to further effectuate the
Redevelopment Plan for the Redevelopment Project Area by providing for Agency's sale of the
1925 Property to Developer at fair market value,- and Developer's eventual use of the 1925
Property for its new car auto dealership operations all as set forth herein.

                H. Agency desires to enter into this Amendment because, pursuant to the
Community Redevelopment Law and the Redevelopment Plan, such actions will help to
eliminate blight in the Redevelopment Project Area, generate additional taxes with which the
community can increase and improve the supply of low- and moderate-income housing and
assist in providing an environment for the social, psychological and economic growth and well-
being of the citizens of the City.

                1. Agency is authorized and empowered under the Community
Redevelopment Law and the Redevelopment Plan to enter into agreements for the acquisition,
disposition and development of real property and otherwise to assist in the redevelopment of real
property within the Redevelopment Project Area in conformity with the Redevelopment Plan; to
acquire real and personal property in the Redevelopment Project Area; to receive consideration
for the provision by Agency of redevelopment assistance; to make and execute contracts and
other instruments necessary or convenient to the exercise of its powers; and to incur indebtedness
to finance or refinance the Central Concord Redevelopment Project.

                J. Agency and Developer desire to enter into this Amendment to, among
other things, set forth the terms and conditions relating to: (i) Agency's disposition of the 1925
Property to Developer at fair market value; (ii) Developer's payment of the 1925 Property
purchase price over a thirty-six (36) month period; (iii) the use and maintenance of the 1925 Site
by Developer in accordance with the conditions and covenants contained herein; (iv) installation
of the 1905 Site Improvements by Developer; (v) modification of the definition of Excess Sale
Proceeds and extension of the time period provided in Section 405 of the Original DDA for
payment of Excess Sale Proceeds to the Agency; and (vi) Developer's repayment of the Frontage
Debt to City.

               K. The fulfillment of this Amendment is in the vital and best interests of the
City and the health, safety and welfare of its residents and in accord with the provisions of
applicable federal, state and local law.



1072860v5              29736/0023               2
                                        AGREEMENT

       NOW, THEREFORE, Agency and Developer hereby agree as follows:

SECTION 1 DEFINITIONS; REPRESENTATIONS AND WARRANTIES

        1.1 Definitions.

        "1905 Site" is defined in Recital A.

        "1905 Site Grant Deed Amendment" means the amendment to the Original Grant Deed
for the 1905 Site in the form attached hereto as Attachment No. 6.

        "1905 Site Improvements" is defined in Section 3.1 hereof.

        "1925 Property" is defined in Recital F.

        "1925 Site" is defined in Recital F.

      "1925 Site Grant Deed" means the grant deed for Conveyance of the 1925 Site from
Agency to Developer in the form attached hereto as Attachment No 3.

       "1925 Site Legal Description" means the description of the 1925 Site attached hereto as
Attachment No. 1-B.

        "1925 Site Map" means the map of the 1925 Site attached hereto as Attachment No. 1-A.

        "Affiliate of Developer" means an entity or entities in which Developer , or Developer's
managing members or the heirs of such managing members, retain more than fifty percent (50%)
in the aggregate , directly or indirectly , of the ownership or beneficial interest and retains full
management and control of the transferee entity or entities, either directly or indirectly through
another entity, subject only to major events requiring the consent or approval of the other owners
of such entity.

       "Agency" means the Redevelopment Agency of the City of Concord, a public body,
corporate and politic, exercising governmental functions and powers and organized and existing
under Chapter 2 of the Community Redevelopment Law of the State of California, and any
assignee of or successor to its rights, powers and responsibilities.

       "Agency Deed of Trust" is defined in Section 2.1.

       "Agency Note" is defined in Section 2.1.

       "Agency Materials" is defined in Section 2.7C

       "Agency's Conditions Precedent to Closing" is defined in Section 2.5A.

       "Amendment" means this First Amendment to Disposition and Development Agreement
between Agency and Developer.


10.728600              29736/0023               3
       "As-Is Scope" is defined in Section 2.7B.

      "Assignment of Lease" means the Assignment of Lease to be executed by Agency and
Developer in the form attached as Attachment No. 7.

       "City" means the City of Concord, a California municipal corporation.

        "Claims" means claims, demands, damages and liabilities , including reasonable attorneys
fees and costs.

       "Closing" is defined in Section 2.2D hereof.

       "Closing Date" is defined in Section 2.2D hereof.

        "Community Redevelopment Law" means the Community Redevelopment Law of the
State of California (Health and Safety Code section 33000, et seq.).

       "Condition of Title" is defined in Section 2.3 hereof.

       "Conveyance" means the conveyance of fee title to the 1925 Property by Agency to
Developer.

       "Date of Amendment" means the date first set forth above.

        "Default" means the failure of a party to perform any action or covenant required by this
Amendment within the time periods provided herein following Notice and opportunity to cure, as
set forth in Section 6.1.

        "Developer" means Lehmer Investment Company, a Nevada corporation, and its
permitted assignees and transferees under this Amendment.

       "Developer's Conditions Precedent to Closing" is defined in Section 2.5B hereof.

       "Escrow" is defined in Section 2.2.

       "Escrow Agent" is defined in Section 2.2.

       "Exceptions" is defined in Section 2.3.

       "Excess Sale Proceeds" is defined in Section 405 of the Original DDA.

       "Frontage Debt" is defined in Recital D.

       "Lease" is defined in Recital F.

       "Notice " means a notice in the form prescribed by Section 7.1.

      "Original DDA" means the Disposition and Development Agreement by and between
Agency and Anderson Lehmer Investment, LLC, dated March 28, 2004.


1072860v5             29736/0023                 4
         "Original Grant Deed" is defined in Recital C.

         "Outside Date" is defined in Section 2.2D.

         "Pre-Approved Exceptions" is defined in Section 2.3.

         "Purchase Price" is defined in Section 2.1.

        "Redevelopment Plan" means the Central Concord Redevelopment Plan adopted by
 Ordinance No. 991 of the City Council of the City on November 25, 1974, as amended, and
 incorporated herein by reference.

       "Redevelopment Project Area" means the redevelopment project area established by the
 Redevelopment Plan for the Central Concord Redevelopment Project.

         "Report" is defined in Section 2.3.

         "Tenant" is defined in Recital F.

         "Title Company" is defined in Section 2.3.

         "Title Policy" is defined in Section 2.4.

        1.2 Representations and Warranties.

                   A. Agency Representations . Agency represents and warrants to Developer
 as follows:

                       (1) Authority . Agency is a public body, corporate and politic,
existing pursuant to the Community Redevelopment Law, which has been authorized to transact
business pursuant to action of the City. Agency has full right, power and lawful authority to
perform its obligations hereunder and the execution, performance and delivery of this Amendment
by Agency has been fully authorized by all requisite actions on the part of Agency.

                       (2) No Conflict . Agency's execution, delivery and performance of its
obligations under this Amendment will not constitute a default or a breach under any contract,
agreement or order to which Agency is a party or by which it is bound.

                       (3) No Litigation or Other Proceeding . To the best of Agency's
knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding
or has been threatened which would prevent, hinder or delay the ability of Agency to perform its
obligations under this Amendment.

                 Until the expiration or earlier termination of this Amendment, Agency shall, upon
 learning of any fact or condition which would cause any of the warranties and representations in
 this Section 1.2A not to be true, immediately give Notice of such fact or condition to Developer.

                 B. Developer' s Representations . Developer represents and warrants to
 Agency as follows:


 1072860v5 29736/0023 5
                        (1) Authority . Developer is a Nevada corporation in good standing
under the laws of the State of Nevada, and qualified to do business in the State of California.
Developer has full right, power and lawful authority to undertake all obligations as provided
herein and the execution, performance and delivery of this Amendment by Developer has been
fully authorized by all requisite actions on the part of Developer.

                        (2) No Conflict. Developer's execution, delivery and performance of
its obligations under this Amendment will not constitute a default or a breach under any contract,
agreement or order to which Developer is a party or by which it is bound.

                        (3) No Litigation or Other Proceeding . To the best of Developer's
knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding
or has been threatened which would prevent, hinder or delay the ability of Developer to perform
its obligations under this Amendment.

                     (4) No Developer Bankruptcy . Developer is not the subject of any
bankruptcy proceeding.

                Until the expiration or earlier termination of this Amendment, Developer shall,
 upon learning of any fact or condition which would cause any of the warranties and
 representations in this Section 1.2B not to be true, immediately give Notice of such fact or
 condition to Agency.

                   C. Limitation on Change in Ownership , Management and Control of
 Developer. The expertise and experience of Developer are of extreme importance to Agency,
 and are a material inducement for Agency to enter into this Amendment. Agency has considered
 the unique qualifications and identity of Developer, including the past and current financial
 performance of Developer's auto dealership operations and the projected future financial
 performance of Developer's auto dealership operations, in negotiating the financial terms of this
 Amendment. As such, no voluntary or involuntary successor in interest of Developer shall
 acquire any interest in the 1925 Property or any rights or powers under this Amendment, without
 the express written approval of Agency, which approval may be withheld in Agency's sole
 discretion except as to those Permitted Transfers expressly set forth in Section 102.3(b) of the
 Original DDA, incorporated herein by reference.

 SECTION 2       AGENCY DISPOSITION OF THE 1925 PROPERTY TO DEVELOPER

         2.1 Purchase and Sale of the 1925 Property. Subject to all of the terms,
 covenants, and conditions of this Amendment, Developer shall purchase the 1925 Property from
 Agency and Agency shall sell the 1925 Property to Developer for a purchase price of ONE
 HUNDRED SEVENTY THOUSAND DOLLARS ($170,000) ("Purchase Price"), which shall be
 financed and paid by Developer to Agency as set forth in the promissory note ("Agency Note")
 in favor of Agency, in substantially the form attached hereto as Attachment No. 4 and
 incorporated herein. The Agency Note shall be secured by a deed of trust ("Agency Deed of
 Trust") on the 1925 Site in substantially the form attached hereto as Attachment No. 5 and
 incorporated herein. Concurrently with the transfer of the 1925 Property, the parties shall
 execute the Assignment of Lease in the form attached as Attachment No. 7.



 1072860v5              29736/0023              6
      2.2 Escrow . Within ten (10) business days following the Date of Amendment,
Developer shall open an escrow ("Escrow") with First American Title Company,
1850 Mt. Diablo Blvd., Suite 300, Walnut Creek, California 94596 ("Escrow Agent"), for the
Conveyance of the 1925 Property to Developer.

                   A. Costs of Escrow. All usual fees, charges, and costs chargeable by Escrow
 Agent for the Escrow including the costs of the Title Policy and the documentary transfer taxes,
 if any, due with respect to the Conveyance of the 1925 Property shall be paid by Developer at its
 expense.

                   B. Escrow Instructions. Prior to the conveyance of the 1925 Property to
 Developer, the parties may submit supplemental escrow instructions to Escrow Agent for the
 close of the Escrow in accordance with the terms and conditions of this Amendment. All such
 supplemental escrow instructions shall be consistent with the escrow instructions contained in
 this Amendment. The parties shall use reasonable good faith efforts to close Escrow in the
 shortest possible time. Insurance policies for fire or casualty are not to be transferred, and
 Agency will cancel its own policies, if any, after the Closing. All funds received in the Escrow
 shall be deposited with other escrow funds in a general escrow account(s) and may be
 transferred to any other such escrow trust account in any state or national bank doing business in
 the State of California. All disbursements shall be made by check or wire transfer from such
 account.

                The Closing shall take place when both Agency's and Developer's Conditions
Precedent to Closing as set forth in Section 2.5 hereof have been satisfied or waived. Escrow
Agent is instructed to release Agency's and Developer's escrow closing statements to the
respective parties.

                  C. Authority of Escrow Agent . Escrow Agent is authorized to, and shall:

                        (1) Title Policy. Pay and charge Developer for the premium of the
Title Policy as set forth in Section 2.4 hereof and any amount necessary to place title in the
condition necessary to satisfy Section 2.3 of this Amendment.

                         (2) Endorsements. Pay and charge Developer for any endorsements
to the Title Policy that are requested by Developer as set forth in Section 2.4 hereof.

                      (3) Fees. Pay and charge Developer for all escrow fees , charges; and
costs payable under Section 2.2A of this Amendment.

                      (4) Disbursements . Disburse the Frontage Debt payoff amount to
City.

                      (5) Delivery of Documents . Deliver the Agency Note to Agency and
the Assignment of Lease to Developer when both Developer's and Agency's Conditions Precedent
to Closing have been fulfilled or waived in writing by Developer and/or Agency as applicable.

                  (6) Recordation . Record the 1925 Site Grant Deed, the 1905 Site
Grant Deed Amendment and the Agency Deed of Trust when both Developer's and Agency's


 1072860v5              29736/0023               7
Conditions Precedent to Closing have been fulfilled or waived in writing by Developer and/or
Agency as applicable.

                       (7) Other Actions. Do such other actions as necessary, including
obtaining the Title Policy, to fulfill its obligations under this Amendment.

                       (8) Additional Documents . Within the discretion of Escrow Agent,
direct Agency and Developer to execute and deliver any instrument, affidavit or statement, and to
perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar
state act and regulations promulgated thereunder. Agency shall execute a Certificate of Non-
Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate
Reporting Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent, on the
form to be supplied by Escrow Agent.

                       (9) Closing Statement . Prepare and file with all appropriate
governmental or taxing authorities a uniform settlement statement, closing statement, tax
withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any
such taxes are required to be withheld under applicable law.

                    D. Closing. Escrow for the Conveyance of the 1925 Property by Agency to
 Developer shall close within thirty (30) days after the satisfaction, or waiver by the appropriate
 party, of all of Agency's and Developer's Conditions Precedent to Closing, but in no event later
 than October 14, 2008 ("Outside Date"). Agency and Developer shall cooperate to identify a
 mutually acceptable Closing Date, which shall be on or before the Outside Date. The "Closing"
 shall mean the time and day the 1925 Site Grant Deed is filed for recording with the Contra
 Costa County Recorder. The "Closing Date" shall mean the day on which the Closing occurs.

                  E. Closing Procedure . Escrow Agent shall close Escrow for the 1925
 Property as follows:

                     (1) Grant Deed . Record the 1925 Site Grant Deed, the 1905 Site
Grant Deed Amendment and the Agency Deed of Trust with instructions for the Recorder of
Contra Costa County, California, to deliver the 1925 Site Grant Deed and 1905 Site Grant Deed
Amendment to Developer and the Agency Deed of Trust to Agency.

                      (2)      Agency Note . Deliver the Agency Note to Agency.

                      (3)      Assignment of Lease . Deliver the Assignment of Lease to
Developer.

                      (4)      Title Policy. Instruct the Title Company to deliver the Title Policy
to Developer.

                     (5)      Informational Reports. File any informational reports required
by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements.

                      (6) FIRPTA Certificate . Deliver the FIRPTA Certificate, if any, to
Developer.


 1072860v5             29736/0023               8
                       (7) Accounting . Forward to both Developer and Agency a separate
accounting of all funds received from and disbursed to each party and conformed copies of all
executed and recorded or filed documents deposited into Escrow, with such recording and filing
date and information endorsed thereon.

        2.3 Review of Title. Within ten (10) business days following the Date of
 Amendment, Developer shall cause First American Title Company ("Title Company"), to deliver
 to Developer and to Agency a standard preliminary title report ("Report") with respect to the
 1925 Site, together with legible copies of the documents underlying the exceptions
 ("Exceptions") set forth in the Report. Developer shall have the right to reasonably approve or
 disapprove the Exceptions; provided, however, Developer hereby approves the following
 Exceptions which shall be referred to herein as the "Pre-Approved Exceptions":

                  A. The Redevelopment Plan;

                   B. The lien of any non-delinquent property taxes and assessments (to be
 prorated at Closing);

                  C. All existing easements over, under and across the 1925 Site for public
 utilities;

                 D. Any incidental easements or other matters affecting title which do not
 preclude Developer's intended use of the 1925 Site;

                  E. The conditions set forth in the 1925 Site Grant Deed;

                  F. The Lease;

                  G. The Agency Deed of Trust; and

                  H. Matters created by, through or under Developer.

Within thirty (30) days of receiving the Report, Developer shall give written Notice to Agency
and Escrow Agent of Developer's.approval or disapproval of any of the Exceptions (except the
Pre-Approved Exceptions). Developer's failure to give written disapproval of the Exceptions
within such time limit shall be deemed approval of the Exceptions. If Developer notifies Agency
of its disapproval of any Exceptions, Agency shall have the right, but not the obligation, to cause
any disapproved Exceptions to be removed within twenty (20) days after receiving written
Notice of Developer's disapproval or provide assurances satisfactory to Developer that such
Exception(s) will be removed on or before the Closing. Agency's failure to notify Developer
within such 20-day period shall be deemed an election not to remove the disapproved
Exceptions. Agency's election not to remove any disapproved Exceptions shall not be a default
under the provisions of this Amendment. If Agency cannot or does not elect to remove any of
the disapproved Exceptions within that 20-day period, Developer shall have ten (10) days after
the expiration of such 20-day period to either give Agency written Notice that Developer elects
to proceed with the purchase of the 1925 Site subject to the disapproved Exceptions or to give
Agency written Notice that Developer elects to terminate this Amendment. The Exceptions to
title approved by Developer as provided herein shall hereinafter be referred to as the "Condition



 1072860v5 29736/0023 9
of Title." Developer shall have the right to approve or disapprove any Exceptions not created by
Developer, which are reported by the Title Company after Developer has approved the Condition
of Title for the Site.

        2.4 Title Insurance . Concurrently with the Closing, there shall be issued to
Developer an ALTA owner's policy of title insurance (the "Title Policy"), together with such
endorsements as are reasonably requested by Developer, issued by the Title Company insuring
that the title to the 1925 Site is vested in Developer in the condition required by Section 2.3 of
this Amendment. The Title Company shall provide Agency with a copy of the Title Policy. The
Title Policy shall be in the amount of the Purchase Price. The premium for the Title Policy plus
any additional costs, including without limitation, the cost of surveys, any endorsements
requested by Developer, and the additional premium and/or other charges imposed by the Title
Company, if any, shall be borne by Developer.

        2.5 Conditions Precedent to Closing . The Closing is conditioned upon the
satisfaction of the following terms and conditions within the times designated below.

                 A. Agency's Conditions Precedent to Closing . Agency's obligation to
proceed with the Conveyance of the 1925 Property is subject to the fulfillment or waiver by
Agency of each and all of the conditions precedent described below ("Agency's Conditions
Precedent to Closing"), which are solely for the benefit of Agency, and which shall be fulfilled
or waived within the time periods provided for herein:

                      (1) Promissory Note . Developer shall have executed and delivered
the Agency Note into Escrow.

                       (2) Payoff of Frontage Debt . Developer shall have paid into Escrow
the entire outstanding principal and interest balance of the Frontage Debt.

                    (3) 1905 Site Improvements . Developer shall have completed the
1905 Site Improvements.

                       (4) No Default . Developer shall not be in Default of any of its
obligations hereunder or under the Original DDA, and no event shall have occurred which with
the passage of time or the giving of notice or both would constitute a Default by Developer
hereunder or under the Original DDA, and all representations and warranties of Developer
contained herein shall be true and correct in all material respects.

                     (5) Execution of Documents . Developer shall have executed the
Assignment of Lease and shall have executed and acknowledged the 1905 Site Grant Deed
Amendment, the 1925 Site Grant Deed, and any other documents required hereunder and
delivered such documents into Escrow.

                       (6) Approval of Physical Condition. Developer shall have approved
the physical and environmental condition of the 1925 Property and any environmental studies
conducted by Developer in accordance with Section 2.7 of this Amendment.




1072860v5 29736/0023 10
                  B. Developer' s Conditions Precedent to Closing . Developer's obligation to
proceed with the Conveyance of the 1925 Property is subject to the fulfillment or waiver by
Developer of each and all of the conditions precedent described below ("Developer's Conditions
Precedent to Closing"), which are solely for the benefit of Developer, and which shall be
fulfilled or waived within the time periods provided for herein:

                       (1) Approval of Physical Condition . Developer shall have approved
the physical and environmental condition of the 1925 Property and any environmental studies
conducted by Developer in accordance with Section 2.7 of this Amendment.

                       (2) No Default . Agency shall not be in Default of any of its
obligations hereunder or under the Original DDA, and no event shall have occurred which with
the passage of time or the giving of notice or both would constitute a Default by Agency
hereunder or under the Original DDA, and all representations and warranties of Agency
contained herein shall be true and correct in all material respects.

                     (3) Execution of Documents . Agency shall have executed the
Assignment of Lease and shall have executed and acknowledged the 1905 Site Grant Deed
Amendment, the 1925 Site Grant Deed, and any other documents required hereunder and
delivered such documents into Escrow.

                     (4) Review and Approval of Title . Developer shall have reviewed
and approved the Condition of Title, as provided in Section 2.3 hereof.

       2.6 Property Taxes and Assessments. Ad valorem taxes and assessments levied,
assessed or imposed on the 1925 Site shall be paid in the manner set forth in Section 206 of the
Original DDA.

       2.7 Condition of the Site.

                  A. Investigation of Site . Developer acknowledges, agrees, represents, and
warrants that, before electing to enter into this Amendment and before and after the Date of
Amendment, it has been given a full opportunity to obtain, review, inspect and investigate each
and every aspect of the 1925 Site, either independently or through agents of Developer's
choosing, including the following:

                      (1) The size and dimensions of the 1925 Site.

                        (2) The availability and adequacy of water, sewage, fire protection,
and any utilities serving the 1925 Site.

                       (3) All matters relating to title including extent and conditions of title
to the 1925 Property, taxes, assessments, and liens.

                       (4) All legal and governmental laws, statutes, rules, regulations,
ordinances, limitations on title, restrictions or requirements concerning the 1925 Property
including zoning, use permit requirements and building codes.




1072860v5 29736/0023 11
                      (5) Natural hazards including flood plain issues, currently or
potentially concerning or affecting the 1925 Property.

                       (6) The physical, legal, economic and environmental condition and
aspects of the 1925 Property, and all other matters concerning the conditions, use or sale of the
1925 Site, including any permits, licenses, agreements, and liens, zoning reports, engineers'
reports and studies and similar information relating to the 1925 Property. Such examination of
the condition of the 1925 Property has included examinations for the presence or absence of
Hazardous Materials, as defined below, as Developer deemed necessary or desirable, and the
performance of Tenant interviews.

                        (7)     Any easements and/or access rights affecting the 1925 Site.

                        (8)     The Lease and all matters in connection therewith.

                        (9)     Any contracts and other documents or agreements affecting the
1925 Property.

                        (10)    All other matters of material significance affecting the 1925
Property.
               Developer hereby approves the physical, legal, economic and environmental
condition and aspects of the 1925 Property, and all other matters concerning the legal status,
condition, use or sale of the 1925 Property as set forth above.

                  B. No Warranties As To 1925 Property . Notwithstanding any provision of
this Amendment to the contrary , the 1925 Property shall be conveyed by Agency to Developer in
its "AS-IS " condition, "WITH ALL FAULTS," with no warranty expressed or implied by
Agency, .whether known or unknown, as may exist as of the Closing ("AS-IS Scope "), and that,
except as expressly set forth in Section 1 .2A above, Developer is not relying on any
representations or warranties from Agency , its Agency, or Brokers as to any matter concerning
the 1925 Property.

                  C. Disclaimers . Developer acknowledges and agrees that: (i) neither
Agency, nor anyone acting for or on behalf of Agency, has made any representations, warranties,
or promises to Developer, or to anyone acting for or on behalf of Developer, concerning the
condition of the 1925 Property or any other aspect of the 1925 Property; (ii) the condition of the
1925 Property has been independently evaluated by Developer prior to both its election to enter
into this Amendment and the Date of Amendment; and (iii) any information including any
engineering reports, architectural reports, feasibility reports, marketing reports, title reports, soils
reports, environmental reports, analyses or data or other similar reports, analyses, data or
information of whatever type or kind, if any, which Developer has received or may hereafter
receive from Agency or its agents or consultants (collectively, "Agency Materials") were and are
furnished without warranty of any kind and on the express condition that Developer has made its
own independent verification of the accuracy, reliability and completeness of such information
and that Developer will not rely on the Agency Materials.




1072860v5 29736/0023 12
                   D. Release. Developer hereby waives, releases and discharges forever
Agency and the City, and its and their employees, officers, agents and representatives, from all
present and future Claims, whether known or unknown, direct or indirect, foreseeable or
unforeseeable, absolute or contingent, arising out of, directly or indirectly, or in any way
connected with (a) all warranties of whatever type or kind with respect to the physical or
environmental condition of the 1925 Property, whether express, implied or otherwise, including
those of fitness for a particular purpose, tenantability, habitability or use; (b) the Lease; (c) use,
management, ownership or operation of the 1925 Property, whether before or after Closing;
(d) the physical, environmental or other condition of the 1925 Property; (e) the application of,
compliance with or failure to comply with any Applicable Laws; (f) Hazardous Materials; and
(g) the AS-IS Scope, except to the extent arising out of the active negligence or willful
misconduct of Agency or the City or its or their employees, officers, volunteers, agents or
representatives.

               Developer is aware of and familiar with the provisions of section 1542 of the
California Civil Code which provides as follows:

               A general release does not extend to claims which the creditor does
               not know or suspect to exist in his or her favor at the time of
               executing the release, which if known by him or her must have
               materially affected his or her settlement with the debtor.

                In this connection, Developer acknowledges and agrees that it understands that
factual matters now unknown to it may have given or may hereafter give rise to Claims that are
presently unknown, unanticipated and unsuspected, and Developer further acknowledges and
agrees that the releases herein have been negotiated and agreed upon in light of that realization
and that Developer nevertheless intends to release, discharge and acquit Agency and the City
from any such unknown Claims.

        2.8 Developer' s Obligations with Respect to Hazardous Materials After
Conveyance. Developer's obligations with respect to Hazardous Materials on the 1925 Site shall
be as set forth in Section 208 of the Original DDA and incorporated herein by reference. The
obligations under this Section 2.8 shall survive the issuance of the Certificate of Completion
contemplated in the Original DDA.

SECTION 3 DEVELOPMENT OF ADDITIONAL 1905 SITE IMPROVEMENTS

        3.1 Scope of Development. In consideration of Agency's Conveyance of the
1925 Property, Developer shall construct and install an exterior fence, matching that of the fence
existing on the Concord BMW site, on the Parts/Delivery area of the 1905 Site (" 1905 Site
Improvements") in accordance with the drawings and plans to be submitted to City for review
and approval, as set forth in Section 3.2 below.

      3.2 Permits and Approvals . Within thirty (30) days of execution of this
Amendment and prior to commencement of construction of the 1905 Site Improvements,
Developer shall submit for City review and approval plans for the 1905 Site Improvements,
showing material and color and such other information or drawings as the City may reasonably



1072860v5              29736/0023                13
require. Developer shall, at its expense, secure or cause to be secured any and all permits and
approvals which may be required by the City or any other governmental agency affected by such
construction or work. Agency staff will work cooperatively with Developer to assist in
coordinating the expeditious processing and consideration of the approvals. However, the
execution of this Amendment does not constitute the granting of, or a commitment to obtain, any
approval required by Agency or City.

       3.3 Construction of 1905 Site Improvements. Developer shall commence and
complete construction of the 1905 Site Improvements within fifteen (15) days of securing all
approvals pursuant to Section 3.2.

      3.4 Cost of Construction. All the costs of planning, designing and constructing the
1905 Site Improvements on the 1905 Site shall be borne solely by Developer.

        3.5 Compliance With Laws. Developer shall carry out the work of the 1905 Site
Improvements in conformity with all applicable laws, including all applicable state labor laws
and standards; the City zoning and development standards; building, plumbing, mechanical and
electrical codes; all other provisions of the City of Concord Municipal Code; and all applicable
disabled and handicapped access requirements, including the Americans With Disabilities Act,
42 U.S.C. section T2101 et seq., Government Code section 4450 et seq., Government Code
section 11135 et seq., and the Unruh Civil Rights Act, Civil Code section 51 et seq.

       3.6 Taxes and Assessments . Developer's obligations with respect to payment of
taxes and assessments on the 1925 Property shall be the same as set forth in Section 309 of the
Original DDA with respect to the 1905 Site.

SECTION 4        COVENANTS, RESTRICTIONS AND AGREEMENTS

        4.1 Use Covenants. Commencing upon termination of the Lease, Developer shall
be required to use and continuously operate the 1925 Site in the same manner and for the same
uses as the 1905 Site, all in accordance with Section 401 of the Original DDA and the Original
Grant Deed, which are incorporated herein by reference. The foregoing 1925 Site Use
Covenants shall remain in effect for the period of time specified in Section 406 of the Original
DDA.

       4.2 Maintenance Covenants . Developer shall maintain the 1925 Site in the same
condition as the 1905 Site, in accordance with Section 402 of the Original DDA and the Original
Grant Deed, which are incorporated herein by reference.

        4.3 Nondiscrimination Covenants . Developer covenants by and for itself and any
successors in interest that there shall be no discrimination against or segregation of any person or
group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the 1925 Site, nor
shall Developer itself or any person claiming under or through them establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,



1072860v5 29736/0023 14
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the 1925 Site.
The foregoing covenants shall run with the land.

                Developer shall refrain from restricting the rental , sale or lease of the 1925 Site on
the basis of race , color, religion, sex, marital status, ancestry or national origin of any person.
All deeds, leases or contracts for the rental , sale or lease of the 1925 Site shall contain or be
subject to substantially the following nondiscrimination or nonsegregation clauses:

                  A. In deeds. "The grantee herein covenants by and for himself or herself, his
or her heirs, executors , administrators , and assigns , and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of any basis listed in subdivision (a) or (d ) of Section 12955 of the
Government Code , as those bases are defined in Sections 12926, 12926 . 1, subdivision (m) and
paragraph ( 1) of subdivision (p) of Section 12955 , and Section 12955 . 2 of the Government
Code, in the sale, lease , sublease , transfer, use, occupancy, tenure , or enjoyment of the premises
herein conveyed , nor shall the grantee or any person claiming under or through him or her,
establish or permit any practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants , lessees, subtenants, sublessees, or
vendees in the premises herein conveyed. The foregoing covenants shall run with the land."

                   B. In leases . "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of persons,
on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government
Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1)
of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the
leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or
her, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees,
subtenants, or vendees in the premises herein leased."

                  C. In contracts . "There shall be no discrimination against or segregation of
any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section
12955 of the Government Code , as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph ( 1) of subdivision (p) of Section 12955, and Section 12955.2 of
the Government Code, in the sale, lease , sublease, transfer , use, occupancy, tenure or enjoyment
of the premises, nor shall the transferee himself or herself or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection , location, number, use or occupancy of tenants,
lessees, subtenants , sublessees or vendees of the premises."

SECTION 5 AMENDMENT OF ORIGINAL DDA.

      5.1 Amendment of Section 405 of Original DDA . Section 405 of the Original
DDA is hereby deleted in its entirety and replaced with the following:



1072860v5 29736/0023                     15
               "405. Payment of Portion of Excess Sale Proceeds to Agency . If Developer
       sells or transfers the Site and/or the 1925 Site or any portion thereof other than to an
       Affiliate of Developer before , 2013 [Insert date which is five years after
       date of amendment], then thirty percent (30%) of the Excess Sale Proceeds shall be paid
       to Agency immediately upon the closing of the sale or transfer. If an escrow has been
       opened in connection with the sale or transfer, then Developer shall pay to Agency its
       share of the Excess Sale Proceeds through escrow. "Excess Sale Proceeds" means the
       excess of Net Sale Proceeds over the total amount of out-of-pocket hard and soft costs
       incurred by Developer and paid to unrelated third parties in connection with Developer's
       acquisition of the Site and construction of the Improvements thereon, including, but not
       limited to, all City building fees, management fees, attorneys' fees, and any future capital
       expenditures incurred by Developer, and Developer's acquisition of the 1925 Site. Costs
       and expenses incurred by Developer and paid to any Affiliate(s) of Developer shall not
       be included for purposes of calculating Excess Sale Proceeds. The determination as to
       whether Developer has made any such future capital expenditures shall be made in
       accordance with generally accepted accounting principals, consistently applied. "Net
       Sale Proceeds " means the total purchase price and all other consideration paid by a future
       purchaser in connection with the purchase and sale of the Site and/or the 1925 Site or
       portion thereof, from Developer, less the actual out-of-pocket closing costs, attorneys'
       fees, and escrow charges paid by Developer and any broker commissions paid by
       Developer to unrelated third parties in connection with such purchase and sale.

                      Prior to requesting issuance of a Certificate of Completion, Developer
       shall submit to, and obtain Agency's Executive Director approval of, the total amount of
       hard and soft costs incurred by Developer and paid to unrelated third parties in
       connection with Developer's acquisition of the Site and construction of the Improvements
       thereon and acquisition of the 1925 Site. Developer's submittal shall include a full
       accounting by line item of such hard and soft costs, together with such supporting
       documentation as may be reasonably requested by Agency's Executive Director,
       including copies of invoices and cancelled checks or other verification of payment.
       Agency Executive Director's approval of the total amount of Developer's hard and soft
       cost expenditures shall not be unreasonably withheld or delayed."

       5.2 Amendment of Original Grant Deed . Concurrently with the Closing,
paragraphs 5 and 7.b of the Original Grant Deed shall be amended by the parties' execution and
recordation of an Amendment of Grant Deed Including Covenants, in the form attached hereto as
Attachment No. 6 (" 1905 Site Grant Deed Amendment"), to conform to the changes set forth in
Section 5.1 above.

SECTION 6 DEFAULTS AND REMEDIES

        6.1 Defaults. Failure by either party to perform any action or covenant required by
this Amendment within the time periods provided herein following Notice and expiration of any
applicable cure period, shall constitute a "Default" under this Amendment and the Original DDA.
A party claiming a Default shall give written Notice of Default to the other party specifying the
Default complained of. Except as otherwise expressly provided in this Amendment, the claimant
shall not institute any proceeding against the other party, and the other party shall not be in


1072860v5 29736/0023 16
Default if such party within thirty (30) days following receipt of such Notice of Default
immediately, with due diligence, commences to cure, correct or remedy such failure or delay and
completes such cure, correction or remedy with diligence.

        6.2 Remedies . Except as otherwise specifically provided herein, upon the
occurrence of a Default by Developer, Agency shall have the right, in addition to any other rights
or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any
Default, or to recover damages for any Default, or to obtain any other remedy consistent with the
purpose of this Amendment and the Original DDA. Such legal actions must be instituted in the
Superior Court of the County of Contra Costa, State of California, or in the Federal District
Court for the Northern District of the State of California. Notwithstanding anything herein to the
contrary, Developer's remedies in the event of a Default by Agency shall be limited to obtaining
specific performance or injunctive relief and shall exclude the right to recover monetary damages
or any consequential or special damages.

        6.3 Termination . This Amendment may be terminated: (i) if there is an uncured
Default, by written Notice from the party not in Default, (ii) if there is a failure of an express
condition (which is not waived by the party whom the condition benefits) by Notice from the
party whom the condition benefits, or (iii) in accordance with the provisions of Section 2.2
hereof.

SECTION 7 GENERAL PROVISIONS

        7.1 Notices, Demands and Communications Between the Parties. Any approval,
disapproval, demand, document or other notice ("Notice") which either party may desire to give
to the other party under this Amendment must be provided as set forth in Section 601 of the
Original DDA incorporated herein by reference, except that copies of any Notice shall be sent to
each party's counsel as set forth below:

   A copy to Agency's counsel: McDonough Holland & Allen PC
                                 1901 Harrison Street, 9th Floor
                                Oakland, California 94612
                                Attention: Gerald J. Ramiza, Esq.

         A copy to Developer's Youngman Ericsson & Low LLP
                    counsel: 1981 North Broadway, Suite 300
                                       Walnut Creek, California 94596
                                       Attention: Walter C. Youngman Jr., Esq.



        7.2 Successors and Assigns . Subject to the restrictions on Developer transfers set
forth in Section 1.2C above, all of the terms, covenants and conditions of this Amendment shall
be binding upon Developer and Agency and their respective permitted successors and assigns.
Whenever the term "Developer" is used in this Amendment, such term shall include any
permitted successors and assigns as herein provided.




1072860v5              29736/0023               17
        7.3 Relationship Between Agency and Developer. It is hereby acknowledged that
the relationship between Agency and Developer is not that of a partnership or joint venture and
that Agency and Developer shall not be deemed or construed for any purpose to be the agent of
the other. Accordingly, except as expressly provided herein or in the Attachments hereto,
Agency shall have no rights, powers, duties or obligations with respect to the development,
operation, maintenance or management of the 1925 Site. Developer agrees to indemnify, hold
harmless and defend Agency from any claim made against Agency arising from a claimed
relationship of partnership or joint venture between Agency and Developer with respect to the
development, operation, maintenance or management of the 1925 Site.

        7.4 Agency Approvals and Actions . Whenever a reference is made herein to an
action or approval to be undertaken by Agency, the Executive Director of Agency or his or her
designee is authorized to act on behalf of Agency, unless specifically provided otherwise or the
context requires otherwise.

       7.5 Counterparts . This Amendment may be signed in multiple counterparts which,
when signed by both parties, shall constitute a binding agreement.

        7.6 Integration . This Amendment, together with the Original DDA, contains the
entire understanding between the parties relating to the transactions contemplated by this
Amendment. All prior or contemporaneous agreements, understandings, representations and
statements, oral or written, other than those set forth in the Original DDA, are merged in this
Amendment and shall be of no further force or effect. Each party is entering this Amendment
based solely upon the representations set forth herein and upon each party's own independent
investigation of any and all facts such party deems material.

        7.7 Brokerage Agencies . Agency and Developer each represents to the other that it
has not engaged the services of any finder or broker and that it is not liable for any real estate
commissions, broker's fees, or finder's fees which may accrue by means of the Conveyance of all
or part of the 1925 Property. Each party shall indemnify, defend, protect and hold the other party
harmless from any and all Claims in connection with any claim asserted that such commissions
or fees are alleged to be due from the party making such representations.

       7.8 Titles and Captions . Titles and captions are for convenience of reference only
and do not define, describe or limit the scope or the intent of this Amendment or of any of its
terms. Reference to section numbers are to sections in this Amendment, unless expressly stated
otherwise.

       7.9 Interpretation . As used in this Amendment, masculine, feminine or neuter
gender and the singular or plural number shall each be deemed to include the others where and
when the context so dictates. The word "including" shall be construed as if followed by the
words "without limitation." This Amendment shall be interpreted as though prepared jointly by
both parties.

       7.10 No Waiver. A waiver by either party of a breach of any of the covenants,
conditions or agreements under this Amendment to be performed by the other party shall not be




1072860v5 29736/0023 18
construed as a waiver of any succeeding breach of the same or other covenants, agreements,
restrictions or conditions of this Amendment.

       7.11 Modifications . Any alteration, change or modification of or to this
Amendment, in order to become effective, shall be made in writing and in each instance signed
on behalf of each party.

         7.12 Severability. If any term, provision, condition or covenant of this Amendment
or its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Amendment, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.

        7.13 Computation of Time. The time in which any act is to be done under this
Amendment is computed by excluding the first day, and including the last day , unless the last
day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday"
shall mean all holidays as specified in sections 6700 and 6701 of the California Government
Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time
Zone time.

        7.14 Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Amendment, and in signing this Amendment, they do so with full
knowledge of any right which they may have; they have received independent legal advice from
their respective legal counsel as to the matters set forth in this Amendment, or have knowingly
chosen not to consult legal counsel as to the matters set forth in this Amendment; and, they have
freely signed this Amendment without any reliance upon any agreement, promise, statement or
representation by or on behalf of the other party, or their respective agents, employees, or
attorneys, except as specifically set forth in this Amendment, and without duress or coercion,
whether economic or otherwise.

       7.15 Time of Essence. Time is expressly made of the essence with respect to the
performance by Agency and Developer of each and every obligation and condition of this
Amendment.

        7.16 Cooperation . Each party agrees to cooperate with the other in this transaction
and, in that regard, shall execute any and all documents which may be reasonably necessary,
helpful, or appropriate to carry out the purposes and intent of this Amendment.

        7.17 Conflicts of Interest. No member, official or employee of Agency shall have
any personal interest, direct or indirect, in this Amendment, nor shall any such member, official
or employee participate in any decision relating to the Amendment which affects his personal
interests or the interests of any corporation, partnership or association in which he is directly or
indirectly interested.

       7.18 Time for Acceptance of Amendment by Agency. This Amendment, when
executed by Developer and delivered to Agency, must be authorized, executed and delivered by
Agency on or before forty-five (45) days after signing and delivery of this Amendment by


1072860v5 29736/0023 19
Developer or this Amendment shall be void, except to the extent that Developer shall consent in
writing to a further extension of time for the authorization, execution and delivery of this
Amendment.

        7.19 Developer ' s Indemnity. Developer shall indemnify, defend (with counsel
reasonably acceptable to Agency), protect and hold Agency and City, and its and their officers,
employees, agents and representatives, harmless from, any and all Claims arising directly or
indirectly from: (i) the approval or implementation of this Amendment, (ii) the expiration or
termination of the Tenant's Lease, (iii) Developer's breach of its obligations hereunder, or
(iv) any of Developer's activities, whether such activities or performance thereof be by
Developer or by anyone directly or indirectly employed or contracted with by Developer and
whether such damage shall accrue or be discovered before or after termination of this
Amendment. Developer's indemnity obligations under this Section 7.9 shall not extend to
Claims occasioned by the sole negligence or willful misconduct of Agency or the City, or its or
their officers, employees, agents or representatives.

        7.20 Nonliability of Officials and Employees of Agency . No member, official or
employee of Agency or the City shall be personally liable to Developer, or any successor in
interest, in the event of any Default or breach by Agency or for any amount which may become
due to Developer or its successors, or on any obligations under the terms of this Amendment.
Developer hereby waives and releases any Claims it may have against the members, officials or
employees of Agency and the City with respect to any Default or breach by Agency or for any
amount which may become due to Developer or its successors, or on any obligations under the
terms of this Amendment.

        7.21 Assignment by Agency. Agency may assign or transfer any of its rights or
obligations under this Amendment only with the approval of Developer, which approval shall not
be unreasonably withheld; provided, however, Agency may assign or transfer any of its interests
hereunder to the City or any public or private entity controlled by the City at any time without
the consent of Developer.

        7.22 Applicable Law. The laws of the State of California, without regard to conflict
of laws principles, shall govern the interpretation and enforcement of this Amendment.

              [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]




1072860v5             29736/0023              20
        IN WITNESS WHEREOF, Agency and Developer have executed this Amendment on the
respective dates set forth below.

                                           AGENCY:

                                           REDEVELOPMENT AGENCY OF THE CITY
                                           OF CONCORD, a public body, corporate and
                                           politic


Dated: , 2008 By:
                 Edward R. James, Acting Executive Director

ATTEST:


Mary Rae Lehman, Secretary


APPROVED AS TO FORM:


Craig Labadie, Agency Counsel
                                          DEVELOPER:

                                          LEHMER INVESTMENT COMPANY, a
                                          Nevada corporation

Dated: , 2008 By:
                Print Name:
                Its:

                                          By:
                                          Print Name:
                                          Its:




10728600 29736/0023 21
Attachment 1A
                0
                9




                N




                O
                O




                8
                                       ATTACHMENT NO.1-B

                                1925 SITE LEGAL DESCRIPTION



LEGAL DESCRIPTION
Real property in the City of Concord, County of Contra Costa, State of California, described as
follows:

ALL THAT PORTION OF PARCEL B AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THAT
CERTAIN MAP ENTITLED "PARCEL MAP MSC 8-90", FILED IN THE OFFICE OF THE RECORDER
OF CONTRA COSTA COUNTY ON SEPTEMBER 24, 1990 IN BOOK 148 OF PARCEL MAPS AT PAGE
34, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT OF CURVATURE, SAID POINT BEING AT THE SOUTHWEST CORNER OF
LOT 10 AS SHOWN AND SO DESIGNATED ON THAT CERTAIN MAP ENTITLED "BLUM AND
WITTENMYER" FILED IN THE OFFICE OF THE RECORDER IN SAID COUNTY ON MARCH 26, 1891
IN MAP BOOK F-127, ALSO DESCRIBED IN THE GRANT DEED TO THE R.A.P. LAND COMPANY,
RECORDED ON JANUARY 17, 1960 IN BOOK 9698 OF OFFICIAL RECORDS AT PAGE 616, IN SAID
COUNTY; THENCE ALONG THE ARC OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE
LEFT, FROM WHICH POINT THE CENTER OF SAID CURVE BEARS SOUTH 66° 34' 44" EAST,
THROUGH. A CENTRAL ANGLE OF 00° 06'.04", AN ARC DISTANCE OF 10.02 FEET; THENCE
NORTH 65° 42' 31" WEST 60.82 FEET; THENCE NORTH 24° 17' 30" EAST 260 FEET; THENCE
SOUTH 65° 42' 30" EAST 60.00 FEET TO THE NORTHWEST CORNER OF LOT 14 AS SHOWN AND
SO DESIGNATED ON SAID MAP (F-127) ALSO DESCRIBED IN THE GRANT DEED TO LAGISS, ET
UX, RECORDED ON JULY 22, 1985, IN BOOK 12417 OF OFFICIAL RECORDS AT PAGE 175 IN
SAID COUNTY; THENCE ALONG THE WESTERN LINE OF SAID PARCEL OF LAND (12417 OR 175)
SOUTH 24° 17' 30" WEST 163.84 FEET TO A POINT OF CURVATURE; THENCE ALONG THE ARC
OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE
CENTER OF SAID CURVE BEARS SOUTH 65° 42' 35" EAST, THROUGH A CENTRAL ANGLE OF 00°
52' 08", AN ARC DISTANCE OF 86.13 FEET TO THE POINT OF BEGINNING.

APN: 126-030-033-8




1072860v5 29736/0023 Attachment No. I-B
                              Page 1 of 1
                                                                  Attachment 2
    l.1.-A3L-ULHLKHL t'UV '

   riIts Lr esE 5 nrade and r nr, :rd into this -            5 ._.day of n C c filth c_._ _ 8 0by jIl •! Ni'en
                                                                                      r Ig __._    and R                                    A.. P-..-   ^...__.._

           and C ompany
         - t.                                                                                       (herr• inntir • r 'Lan,llo:d ') and A- e-7 77.         ..':
                                    -
                                                                                                                   (hereinafter Tenant '). LIV 161
   For rnd in t.i,nsr'kr ,tun of the rental nd of the cou : n:rnts and agn..rrtents herein a fter set forth to be 4rpt Ind'porformed by the T,rnant , Landlord
   hereby !-s-.s to Tcnint Ind T ,, nant h,:rrrhy'•rases from Landlord the Premises hC'Cin h scribed for the term at the 'until and subject to and upon all
   of the    :': rms. Covenants and a,r,:r:rnr nts h.;reinaller set forth, 1;                                                                                                r


    1.. PREMISES
           1.1 Description . Landlord hereby leases to Tenant and Tenant hereby hires from Landlord those certain Premises           ( hereinafter   'Premises')
   crosshntchnd on Exhibit A , together with appurlenlnces . wonted in the City of        _Concord_

   County Contra                  Costa            j - _ Market
            of tale of California commonly In,wn as .9 31 ^. __.
     Street                                    more particularly described as follows:

            APN 126 400 007 4 Consisting of a building and parking lot..
                                   See Exhibit A..




         t2 Work of Improvement . The obligations of Landlord and Tenant to perform the work and supply t h e necessary materials and labor
   to prepare the Premises for occupancy are set forth in detail in Exhibit B . Landlord and Tenant shall expend all funds and do all acts required
   of them In Exhibit B and shall have the work performed promptly and diligently in a first class workmanlike manner.

^N'l 2, TERM
           2.1 Term.. The term of this lease shall be for a period of- Seven Y e a r s                    ^

   commenc i ng on th e         Februar y
                          15 d ay o f                              81 end 14 e Februar
                                                                    an d  i ng on t h day o f `^ -.                           88
                                                                                                                            _,19 un l ess sooner t er,
                                                                                                                                         /
         star pu? uant tot is Lease . ^( , ^^          ^r     /. ^    ^                        1  1 .•  ^c L C^ ^( CC                   // __ 17
                                                                                                                                         1 _
                  _ iJ-7 41,                         J,
                                                                                                    rd for any reason to deliver ossession . of the Pram=
           21 - Del y in Co i&»encer nt. T bans rees t':>a`t in the vend o7-ihi? 1nzb4ity of'L`andtor d                        p
   ises t¢ Tenant on the commencement data set forth in Section 2 . 1. Landlord shall -not be liable for any damage thereby nor shall such inability
   affect the validity of this Lease or the obligations of Tenant hereunder , but in such case Tenant shall not be obligated to pay rent or other mone-
   tary sums until possession of the Premises is tendered to Tenant . It Tenant with Landlord 's consent takes possession prior to the commencement
   of the term , Tenant shall do so subject to all of the terms and conditions hereof and shall pay rent for the period ending with the commencement of
   the term at the same rental..

           2.3 Acknowledgement of Commencement Date.. In the event the commencement dale of the term of the Lease is other than as provided in
   Section 2.. 1, then Landlord and'Tenant shall execute a written acknowledgement of''the date of commencement and shell attach it to the Lease as
   Exhibit                         C..      .

                                                                                      15th
   3. RENT.. Tenant shall pay to Landlord as rent for the Premises in advance on the tksC day of each calendar month of the term of this Lease
   without deduction , offset, prior notice or demand , in lawful money of the United States., the sum ot-$i 1L _ Th.nu s am F d tr a RIr astir ed
   ffoILars                                                            6,500-90
                                                                                                                                                                    t IN:T
   tt7ts    XCt141ex ee rscga2709000xotett}tss      2if)ct7toot{[bC ?siteeo bP117So'SecasaemaGi1TV124SIX}eSSaxlx restNay ]ELaosoei xIQ t>tM3t7 eoDibn\1osre
   za iXsketl:bezoed cache tlxacCtCVt0.3teJ ^:yrx aaatmoniflxtxt abtcb de:teasttbaro cos x 7^Cbttauobtater
           Concurrently with Tenant's execution of this Lease.. Tenant shall pay to Landlord the sum of - S i x Thousand Five                              _• -iv-- 11
            Hundred                 Dollars                   ($        6,        500.00                  )      as        rent for the rdotbcs)`x
           F'rat          Mrtnth             RPnr         _.,       See        attached                 addendum                for         rental

               SIT„ Concurrently with Tenant 's execution of this Lease, Tenant shall deposit with Landlord the Six
   4.. SECURITY DEPO adjustment. Sum of
     Thousand Five Hundred Dollars
   (S 6,500. 00 )., Said sum shall be held by Landlord as a Security Deposit for the faithful performance by Tenant of all

   of the terms.. covenants , and conditions of this Lease to be kept and performed by Tenant during the term hereof .. If Tenant defaults with respect to
   any provision of this Lease ; including but not limited to the provisions relating to the payment of rent and any of the monetary sums due herewith'
   Landlord may (but shall not be required to) use , apply or retain all or any part of this Security Deposit . for the payment of any other amount which
   Landlord may spend by reason of Tenant 's default or to compensate Landlord for any other loss or damage which. Landlord may suffer by reason
   of Tenant's default . It any portion of said Deposit Is so used or applied. Tenant shall, within ten (10) days after written demand therefore deposit
   cash with Landlord in an amount sufficient to restore the Security Deposit to its original .amount ; Tenant's-failure to do so shall be a material
   breach of this Lease., Landlord shall not be required to keep this Security Deposit separate from its general funds , and Tenant shall not be entitled
   to interest on such deposit. It Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or
   any balance thereof shall be returned to Tenant (or, at Landlord "s option., to the last assignee of Tenant 's intel• ests hereunder) at the expiration
   of the Lease term and after Tenant has vacated the Premises . In the event of termination of Landlord 's interest in this Lease , Landlord shall trans-
   fer said Deposit to Landlord 's successor in interest whereupon Tenant agrees to release Landlord from liability for the return of such Deposit or
   the accounting therefor.


    Form Number 127 (CA) 1/74                                                                                 EXHIB IT                           3A9' _t_
         5..1 Personal Property Taxes.. Du:; form hereof Tenant shrill pay rrior to Sn'R' raze asst::eel ag.ir.:t end upon tax..
 tures , furnishings , equipment  and alt .tthci , sonal propr rly of Ttnanl ennl :ined in the Pr 'ni .'s .,nu '. hen po:::. ibtn. Tr . n;ml shalt trues :',lid fix.
  lures , furnishings , equipment and other personal property to be assessed and billyd ratrly tram the teal property of I andlnrd. In the rant any
  or all of Tenants fixtures , furnishings , equipment and other personal property a. ell be rssesaed and taxed with Lan d lord s real prop ,: rty, the
 Tenant shall pay to Landlord its share of such taxes within ten (10) days after rlrlistry to Tenant by Land:ord of a statement in w riting a sting forth
 the amount of such tares applicable to Tenant 's property For the purpose of detcrm :n;ng said amount , figures a tpptitd by the County Assessor
  as to the amount so assessed shall be conclusive ,. Tenant shall comply with the p:c:isicns of any law ordinance or rule of taxing authorities which
  requires Tenant to file a report of Tenant s property located in the Premises.

        5.2 Real Property Taxes ., Tenant agrees to pay all real estate taxes . ! eyes arse :; rnents and all other charges in the nature of taxes or assess-
 ments upon the Premises . general and special , ordinary and extraordinary of any kind and nature which during the term of this Lease are laid
 levied , assessed or imposed or become a lien upon or chargeable against the Premises: Tenant shall pay said taxes quarterly upon receipt from Land-
 lord of a statement delineating Tenant's share of said taxes; said share to be paid within ten (10 ) days after receipt of said statement In the event
 the Premises are not separately assessed for tax purposes then the taxes and assesae. erits on the Premises shaft be apportioned according to
 the floor area of the Premises (including mnzzanine . if any) as it relates to the total floor area (Including me: zanines . it an)) of the Buildings including
 the Premises or the Building and Land underlying said Building with -which such assess . : ant is concerned ,, All saxes for the year in which the Lease
 commences shall be apportioned and adjusted .. With respect to any assessment (other than those deline a ted in the tax bill ) which may be levied
 against or upon the Premises and which under the laws then in force may be evidenced by improvement or other bonds. or which may be paid In
 annual instalments. Landlord shall cause such bonds to be issued or cause such assessments to be paid In the maximum permissible number
 of annual installments , and in such event Tenant shall only be required to pay such installment payments v.ith interest thereon as each thereof
 matures and Tenant shall have no obligation to continue such payments after the termination of this Lease .. The term real estate taxes shall
 include all taxes imposed upon the real property and permanent improvements and all assessments levied against said Premises . but shall not
 include personal income taxes, personal property taxes, inheritance taxes or franchise ta x es levied against Landlord- even though such taxes may
 become a lien against the Premises-
       5..3 New Taxes, In addition to rent and other charges to be paid by Tenant hereunder Tenant shall reimburse to Landlord within thirty
 (30) days of receipt of a demand therefore . any and all taxes payable by Landlord (other than net income taxes, estate and inheritance taxes and
 taxes excluded in Section 52 hereof ) whether or not now customary or within the contemplation of (he parties hereto ; (a) upon . allocable to, or
 measured by the area of the Premises or on the rent payable hereunder , including without limitation any gross income tax or excise tax levied by the
 State, any political subdivision thereof , City or Federal Government with respect to the receipt of such rent ; or (b) upon or with respect to the posses-
 sion. leasing., operation , management , maintenance, alteration repair, use or occupancy by Tenant of the Premises or any portion thereof; or (c)
 upon or measured by the value of Tenant's personal property . ec;ulpment or fixtures located in :he Premises : or (d) uron this transaction or any
 document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

 6.. USE Liquor, Beer and Fine Wines Sales and^or Appliance Sales.
       61 Use. The Premises shall be used and occupied by Tenant for Seel a..il -%La 11_
         obtain city permits for occupancy. If Tenant decides to use the
             building for another type or kind of retail business in the future I t)'`I'"1!-
             Tenant ha s r i g ht to do so a ft er rece i v i ng L an dl or d approva l w hi c h
             snouia not ne unreasonao.Ly wltt> ^,^. ^ ^ ^ ^ ^ ^ ot>`^xxb:d• ^^^
       6.2 Suitability.. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect---
 to the Premises or the Building (if any) of which the Premises may be a part or with respect to the suitability of either for the conduct of Tenant's
 business , nor has Landlord agreed to undertake any modification , alteration or improvement to the Premises except as provided in this Lease.. The
 taking of possession of the Premises by Tenant shall conclusively establish that the Premises and said Building. were at such time in satisfactory
 condition unless within fifteen ( 15) days after such date Tenant shall give Landlord written notice specifying in reasonable detail the respects in
 which the Premises or the Building were not in satisfactory condition- /
       6..3              Uses                  Prohibited.                                         ..     '
            (a) Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any
 way increase the existing rate or affect any (Ire or other insurance upon the Premises or the Building (i f any) of which the Premises may be a part
 or any of its contents ( unless Tenant shall pay any Increased premium as a result of such use or acts), or cause a cancellation of any Insurance
policy covering said Premises or said Building or any part thereof or any of its contents . nor shall Tenant sail or permit to be kept, used or sold in
or about said Premises any articles which may be prohibited by a standard form policy of fire insurance.
            (b) Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the
 rights of other tenants or occupants of the Building (it any) or injure'or annoy them or use or allow the Premises to be used (Or any unlawful or
objectionable purpose , nor shall Tenant cause .. maintain or permit any nuisance in. on or about the Premises . Tenant shall not commit or suffer to
he committed any waste in or upon the Premises-
            (c) Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any
taw, statute , ordinance or governmental rule or regulation or requirement of duty cons tituted public authorities now in force or which may here-
after be enacted or promulgated.. Tenant shall at Its sole cost and expense promptly comply with all laws, statutes , ordinances and governmental
rules, regulations or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or
other similar body now or hereafter constituted relating to or affecting the condition , use or occupancy of the Premises , excluding structural changes
not relating to or affecting the condition , use or occupancy of the Premises, or net related or afforded by Tenant 's improvements or acts. The
judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or
not, that Tenant has violated any law, statute , ordinance or governmental rule, regulation or requirement , shall be conclusive of the fact as between
Landlord and Tenant .
                                                                                                                  and all other util:
7. UTILITIES., Tenant shall during the term hereof pay prior to delinquency all charges for water , gas, heat , light Stx•xr: illvk*vxar'st73^t ia:
                              ?5X fd: box'Wall; supplied to the Promises and shall hold Landlord harmless from any liability therefrom .^;titkr c- e,
MaZdat%Ofgb=*COGd;7CbC(XhCXM--=-
           Rr3KXOt t1_1-C!11 :47g^+Cr!{l;C7C7tSt      ( CiVh^R^CQ3.'tX 7ih5?CS^T3C 3Gt.Xd::F1aoJQ e"{^`cXYX cY CYX\^'Yr^7C1{ti}0V 7UYC\^^X:Tf
.st^rfMvn.rSVid grernixsr



 Form Number 127 (CA) 1/74                                                                                                                                t / :,f 7:
       fl/\,N ttly ruv t..t 1%1VU KLY'Nlli          tl.tCnr11 lUt1 NI'* V NVUI11Vrv.N

       8..1 Maintenance and Repairs..

            (a) Landlord's Obligations. Larullord at its sole cost and txpense shall maintain in a good stare of repair rho nylorior of the root and
.walls, and all structural portions 01 the-root walls floats and foundations   rxc.'91 tot any repairs Causlid by tht' wrongful act of T.;nant and its agents

       Lard1,or'cI, mail be responsible for air conditioning repair if there is
                   cnun s gaions.                                                                                                         i^                    _r
                  r Tenant at p                                                     ied every i1 I, d a k d n
                                sole fast and ex ence shall maintain the Pn:mrscs and a !. e e earl Ihr;reo (ycW th r -
                  ('} Tenant' s ppuunnCes
 items which Landlord is obligated to repair pursuant to Section 8.1(a)) in good order , condition and repair , including but not limited to the interior sub IIMIA
 laces of the ceilings , walls and floors all doors windows all plumbing pipes ,. eteeuical wiring switches. h.tures . signs and equipment insiaOvr bjjt ••
 or at the expense of Tenant Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tcnan ,•'. _
 the right to make repairs at Landlord s expense or to terminate this Lease because of Landlord 's failure to keep the Premises in good order
 condition and repair .. *See addendum.,                                                                                                                        t r'r

                (ii) Upon the expiration or earlier termination of this Lease . Tenant shall surrender the Premises in the same condition as received
                                                                                                                                                   I "AIT
 ordinary wear and tear and damage by fire, earthquake, act of God or the elements alone excepted , and shall promptly remove or cause to be re        t r
moved at Tenant 's expense from the Premises any signs notices and displays placed by Tenant.

                  (Iii) Tenant agrees to repair any damage to the Premises caused by or in connection with the remova l of any articles of Persona
property , business ' or trade fixtures.. machinery . equipment. cabinetwork , furniture . moveable partition or permanent improvements or additions. in
eluding without limitation ;hereto , repairing the floor and patching and painting the wafts where required by Landlord to Landlord 's reasonable
satisfaction . all at Tenant 's sole cost and expense.. Tenant shall indemnify the Landlord against any loss or liability resulting from delay by Tenant
in so surrend:ring the Promises . including without limitation any claims made by any succeeding Tenant fourn : ed on such delay

                 (iv) In the event Tenant fails to maintain the Premises in good order. condition and repair.. Landlord shall give Tenant notice to
do such acts as are reasonably required to so maintain the Premises In the event Tenant fails to promptly commence such work and diligently
 prosecute it to completion . then Landlord shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably
required to perform such work . Any amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at ten percent
(10%) per annum from the date of such work . Landlord shall have no liability to Tenant for any damage. inconvenience or interference with the
use of the Premises by Tenant as a result of performing any such work.,

            (c) Compliance with law.. Landlord and Tenant shall each do all acts required . to comply with all hpplicable laws. ordinances . regula-
tions and rules of any public authority relating to their respective maintenance obligation as set forth herein.

      8.2 Alterations and Additions.

           7`?^C {t}=.r2cpC:Eta°.H`cDC!'Axtx)cOC7D:EX_LXC4XocD( r?CtX;H0i0C'7Co 'C^'d' ae os eCarX geX '?OXc'3XQ,ti:ti_X:UPi^btxt;G`^:C]t :
x1J.';Xi t.^rA:cx WT( x *See addendum.,                                                                                                                     I (iiTT
           ?Lc)d -od rt^yxirox xxx rx :^eX d -Xxxxsc^^la:^ixxa0s 2acm c hatix six-cx^sac^n y^(rx setaacxe t^
                                                                                                          ' ^
                                                                                                                                                                '
sC,Yx Q (XL5C 9^rN)C)C?i 4c a otcae txx oec x?tti5c a(,Y Sl(iX}t`cacXXi^`*KRf`CI?L7,'X tx tx calrStx,CO(bff kocOGbete:o:^
    ^c? j: 7#4L r3(t !( cXff? x •i( atxx^K t^xt>i *x khtD(aQ^xxxti^xtx atr ^v5: ad)oM c c Xl±aae (^ci saR
  sil}ODCr7CQQOxc^^+x L c^TaoarxxiXSex x^aaGx^ox^nt(oast cotixX=c^cccec oc cot)axeb^ec.sxhtix^eicai xxstaG r C00XnVOeO$
=ease.
                                                                                                                                                                     7
            (c) All such alterations, additions or Improvements shall at the expiration or earlier termination of the Lease become the property of
Landlord and remain upon and be surrendered with the Premises unless specified pursuant to Section 82 (b) above,

            (d) All articles of personal property and all business and trade fixtures , machinery and equipment, cabinetwork , furniture and move-
able partitions owned by Tenant or installed by Tenant at its expense In the Premises shall be and remain the property of Tenant and may be re-
moved by Tenant at any time during the Lease term when Tenant is not In default hereunder.


9- ENTRY. BY LANDLORD.. Landlord reserves and shall at any and all times have the right to enter the Premises to inspect the Caine.. to
submit said Premises to prospective purchasers or tenants , to post notices of non-responsibility and -tor lease " signs , and to after . improve or
repair the Premises and any portion of the Building without abatement of rent , and may for that purpose erect scaffolding and other necessary struc-
tures where reasonably required by the character of the work to be performed , always providing the entrance to the Premises shall not be blocked
thereby , and further providing that the business of Tenant shalt not be interfered with unreasonably .. Tenant hereby waives any claim for damages
for any injury or inconvenience to or interference with Tenant 's business . any loss of occupancy or quiet enjoyment of the Premises. and any
other loss occasioned thereby , For each of the aforesaid purposes , Landlord shall at all times have and retain a key with which to unlock all of the
doors in . upon and about the Premises. excluding Tenant's vaults and safes . and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency, in order to obtain entry to the Premises , and any entry to the Premises obtained
by Landlord by any of said means.. or otherwise . shall not under any circumstances be construed or deemed to be a forcible or unlawful entry
into, or a detainer at, the Premises . or an eviction of Tenant from the Premises or any portion thereof.


10. LIENS.. Tenant shall keep the Premises and any Building of which the Premises are a part free from any liens out of work performed malerf••
ats furnished, or obligations incurred by Tenant' and shall indemnify, hold harmless and defend Landlord from any liens and encumbrances arising
out of any work performed or materials furnished by or at the direction of Tenant . In the event that Tenant shall not, within twenty (20) days follow-
ing the imposition of any such lien, cause such lien to be released of record by payment or posting of a proper bond , Landlord shall have , in addi-
tion to all other remedies provided herein and by law , the right, but no obligation , to cause the same to be released by such means as it shalt deem
proper, including payment of the cl3 rn giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection there-
with including attorney 's fees and costs shall be payable to Landlord by Tenant on demand with interest at the rate of ten percent ( 101.) per annum..
Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law , or which Landlord
shall deem proper , for the protection of Landlord and the Premises , and any other party having an interest therein , from mechanics' and material-
men's liens, and Tenant shelf give to Landlord at least ten (t0 ) business days prior written notice of the expected date of commencement of any
work relating to alterations or additions to the Premises.


Form Number 127                                 (CA)                                       1174                                       -3-
                 11 1 Indemnify .    Tr:, tnt shall in,- i and hold h . armlcss Lan , 1tord Iron Intl Ig nnst d all claims                   :: rising from Ten rut's use of the
          Premises or the CJndUct of its business or from any activity. work or Ihmg den y                p 'rrnrtterl or suffered by Tenant in of ,hoot the Premises and
          shall further nrtemnify and hold Landlord harmless from and against any Ind all dawns wising Ircm lay blench or rt d ; ult in the perrormanco of any
          obligation on Tenant ' s part to be performed under the terms of this Lease. or arising from any act or negligence of Trn : mt or any of its agents.
          contractors or employees . and from and against any and all costs . attorney 's fees . expanses and liabilities incurred in connection with such claim
          or any action or proceeding brought thereon ; and in case any action or proceeding be brought against Landlord by reason of any such claim. Ten-
          ant upon notice from Landlord shall defend the same at Tenants expense by csunsel reasonably satisfactory to Landlord . provided , however that
          Tenant shall not be liable for damage or injury occasioned by the negligent or ie'entional acts of t.andtard and its designated agents or employ,
          ees unless covered by insurance Tonantis required to provide..

                 11.2 Exemption of Landlord from Liability . Landlord shall not be liable for injury or damage which may be sustained by the person . goods.
          wares . merchandise or property of tenant, its employees . invitees or customers .. or any other person in or about the Premises caused by or result.,
          ing from tire steam electricity . ryas , water or rain which may leak or flow from or into any part of the Premises , or from breakage . leakage,
          obstruction or other defects of the pipes , sprinklers wires appliances plumbing , air conditioning or fighting fixtures of the same whether the said
          damage or injury results from conditions arising upon the Premises or upon other portions of the Building of which the Premises are a part . Of from
          other sources Landlord shall not be liable for any dama g es arising from any act or neglect of any other Tenant ( if any) of such Building..


          12. INSURANCE
                 12.1 Public Liability , Tenant shall, at Tenant ' s sole cost and expense . but for the mutual benefit of Landlord and Tenant . maintain through-
rjTllxti^..j .it the term of this Lease general public liability insurance against claims for personal injury , death or property damage occurring in, or about
           ire Premises . and in . on. or about the sidewalks directly adjacent to the Premises and such other areas as Tenant , its officers, agents, employees
           contractors and invitees shall have the right to use pursuant to this Lease . Such insurance shall have a combined single limit of not less than
                 .,= $1,000,000 for bodily injury and/or property damage..
          :65f ).-

               12.2 Fire and Extended Coverage . Landlord shall take out and keep in force during the term of this Lease at the expense of Tenant__,
           re and extended coverage insurance , including vandalism and malicious mischief coverage in an amount equal to the full replacement value of
            e Premises , exclusive of Tenant 's fixture{. personal property and equip entT en an t s h a 11 on ain t l a n a store g l a s s
              insurance at Tenant s sole cost-and expense.
          1 12.3 Form of the Policies , The policies required by 12,1 and 122 shall be in a form reasonably satisfactory to Landlord. A certificate as to such
          nsurance shall be presented to Landlord Tenant shall have the right to provide insurance coverage which it is obligated to provide for pursuant to
          blanket policies obtained by Tenant , provided such blanket policies expressly afford coverage to the Premises and to Tenant as required by this .
          Lease . Tenant shall obtain a written obligation on the part of any such insurance company to notify Landlord in writing of any delinquency in prem
\(^/ turn payments and at least fifteen (15) days prior thereto of any cancellation of any such policy . Tenant agrees if Tenant does not take out such
          insurance or keep the same in full force and effect. Landlord may take out the necessary insurance and pay the premium therefor . and Tenant shall
          reps to Landlord the amount so paid propmpt lll after demand T e n a n t shell deliver to Landlord, prior to
                                                                                                                                                            h                             •r
                                    Sut; fos eon.. Landlord0 dI Te ant each hereby wave xny tbd all rights o f recovory against) herightCof12anlyex ct c r or against the officers. r C
                                      O                                                                      a
          employees agents and representat `ves of the other , on account of toss or damage occasioned to such waiving party or its property or the property
          of othhrs under its control to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy which
          either ma y have in forc e at the tim e o f su c h loss or dama g e .
-vi                                                                     ficates evidencing the existence and amotin
                                                           of such insurance with loss payable clauses satisfying
        /13.. DAMAGE 70 PREMISES                                  to the Landlord,.
               13..1 Partial Damage -• Insurance Available .. In the event of damage causing a partial destruction of the Premises during the term of l is
                                                                                                                ay ing y percent (80 ;) or more of r L•' .Vr
          Lease and there is made available to Landlord p ursuant to 12 .2 insurance proceeds for such damag e peighty
11W cost of repairing such damage Landlord shall utilize all such insurance proceeds and pay any additional cost and cause
          promptly to a condition existing . immediately prior to such damage , with this Lease to continue in full force and effect.
                                                                                                                                                      ,
                13.2 Partial Damage - Insurance Not Available . In the event of damage causing a partial destruction ' of the Premises during 'the terr ,l ^"
          this Lease and there are no insurance proceeds available, or the insurance proceeds available are tess than eighty percent (80%) of the cost of
          repairing such damage , then Landlord shall have the option for a period of sixty (60) days after the unavailability or amount of insurance proceeds
          is determined to elect to terminate this Lease and to retain all insurance proceeds or to repair the damage at L,andlord 's expense . The failure of
          Landlord to take any actions within the sixty (60) day period shall be deemed to be an election to terminate the Lease . In the event Landlord elects
         to repair such damage , such work shall be completed promptly restoring the Premises to the condition existing immediately prior to such damage.
          and this Lease shall continue in full force and effect .. In the event Landlord elects to terminate the Lease . Tenant shall have thirty (30 ) days there..
          after to elect to pay for the cost of such repairs to the extent insurance proceeds are not available . In the event Tenant elects to do so , coincident..
         ally therewith Tenant shall deposit with Landlord or make available to Landlord on terms acceptable to Landlord , the amount required in addition
         to any available insurance proceeds to complete the repairs .. Landlord shall cause such repair work to be completed promptly thereafter restoring
         the Premises to the condition existing immediately prior to such damage ., and this Lease shall continue in full force and effect..

                13.3 Destruction.. In the event the Premises are totally destroyed or the Premises cannot be repaired as required herein under applicable
         laws and regulations .. notwithstanding the availability of insurance proceeds or contributions from Tenant ,. this Lease shall be terminated effective
         the dale of the damage.

                13.,4 Damage to Building or Damage During Last Six Months of Term , In the event of any partial destruction to the building in which the
         Premises are located representing thirty percent (30%) or more of the replacement cost of the building even though the Premises are not damaged,
         or any partial destruction to the Premises occurring during the last six (6) months of the term or any extension thereof . notwithstanding the provis-
         ions of Sections 13.1 and 13 .2, Landlord shall have The right for a period of thirty (30) days after the determination of the availability of insurance
         proceeds to retbin all insurance proceeds and to terminate this Lease..

               13.5 Abatement of Rent.. In the event of any partial destruction which is repaired by Landlord , for the period between the date of damage
         until the repairs are completed and in the event of the termination of this Lease., for the period between the date of the damage and the date of
         termination , the rent payable by Tenant shall be reduced in the proportion which the area of the Premises with improvements that are not use-
         able bears to the total area of the Premises containing improvements .. This right to a partial abatement of rent shall be Tenant ' s sole remedy as a
         result of any such damage and *repair , Landlord shall not be required to make any repair or restoration of injury or damage to any improvement or
         property installed on the Premises by or at the expense of Tenant;'such items shall be replaced by Tenant at Tenant 's sole cost and expense.


         Form Number 127 (CA) 1174                                                                                                                                              {-
                      N
  14. UUN U C6i NMI IUN.. It it or an, of the Prranisrs shalt to Iii an or ati„ropn:,led ! Iibt iic ur quasi I;uOhC u:.e by right or r ,inunl
 domain. with or v.,thcut t t ;abon or t, d by agrt crn • nt in connection a ,th su;h rubI,ci:                     pubic use either party hert'to shaft h1%u the
 right at its option Crnrc .sl,hle within thirty ( 00) days of receipt of notice of such taking to term : n,ie this Lease as of the date possession
                                                                                                                                                     i s taken by
 the condemning authority     provided however that bsforc Ttnant may terminals this Lr. ise by ri • ason of taking or appropriation as provided herein.
 above . such taking or appropri ation shall be of such an ext <' nl and nature as to substantially handicap, impede or impair Tenant 's use of the Prom..
 ises.. If any part of the Building other than the Prcmi:cs shall be so taken or appropriated . Landlord shall have the right at its option to terminate
 this Lease . No sward for any partial or entire taking shall be apportioned . and Tenant hereby assigns to Landlord any award which may bo made
 in such taking or condcrnnalion . together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof; provided
 however . that nothing contained herein shall be dbsmed to give Landlord any inlcrest in or to require Tenant to assign to Landlord any award made
 to Tenan t for the taking of personal property and fixtures belonging to Tenant and/or for the interruption of or damage to Tenant 's business and/or
 for Tenant ' s unamortized cost of leasehold improvements .. In the event of a partial taking which does not result in a termination of this Lease. rent
 shall be abated in the proportion which the part of the Premises so made unusable bears to the rented area of the Premises immediately prior to
 the taking .. No temporary taking of the Promises and/or of Tenant's rights therein or under this Lease shall terminate this Lease or give Tenant any
 right to any abatement of rent thereunder ; any award made to Tenant by reason of any such temporary taking shall belong entirely to Tenant and
 Landlord shall not be entitled to share therein.

 15.. ASSIGNMENT AND SUBLETTING
       15..1 Landlord 's Consent Required.. Tenant shall not assign transfer , mortgage pledge , hypothecate or encumber this Lease or any interest
 therein , and shall not sublet the Premises or any part thereof , without the prior written consent of Landlord and any attempt to do so without such
 consent being first had and obtained shall be wholly void and shall constitute a breach of this Lease..
       15.2 Reasonable Consent - If Tenant complies with the folt0s:ng conditions , Landlord shall not .ey withho ld its consent to th
 subletting of the Premises or any portion thereof or the assignment of this Lease , Tenant shall submit in writing to Landlord (a) the name and legal
 composition of the proposed subtenant or assignee; (b) the nature of the business proposed to be carried on in the Premises ; (c) the forms and pro-
 visions of the proposed sublease ; ( d) such reasonable financial information as Landlord may request concerning the proposed subtenant or assignee.
      15..3 No Release of Tenant . No consent by Landlord to any asyi;nment or subletting by Tenant shall relieve Tenant of any obligation to be
 performed by Tenant under this Lease . whether occurring before or after such consent, assignment or subletting .. The consent by Landlord to any
 assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord " s express written consent to any other 'assignment or
 subletting .. The acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Lahdlord of any provision of this Lease
 or to be a consent to any assignment . subletting or other transfer., Consent to one assignment, subletting or other transfer shall not be deemed to
 constitute consent to any subsequent assignment subletting or other transfer.

    15.4 t}q:, , :f; s;x?bx x^ti:achccdcsttX 7coi;:c c:;s'x-Test-xeKw >i xPCXxxxfi^t xct^2Sc x is Crxx}c t ^;s^'i.
x :^x^xz^^ .fix a cxacxxxxsx ^:rsx h,x^x^ rtxxrxx. sax^c x -x
 16..                        SUBORDINATION                                                                                                                     ;
       16.1 Subordination. This Lease at Landlord' s option shall be subject and subordinate to all ground or underlying leases which now exist or f^^
 may h erea f ter be execuled affecting the Premises or the land upon whi,:h the Premises are situated or both , and to the lien of any mortgages or deeds
 of trust in any amount or amounts whatsoever now or hereafter placed on or against the land or improvements or either thereof , of which the
 Premises are a part , or on or against Landlords interest or estate therein . or on or against any ground or underlying tease without the necessity of
the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. If any mortgagee , trustee or ground
lessor shall elect to have this Lease prior to the lien of its mortgage , deed of trust or ground lease . and shall give written notice thereof to Tenant.
this Lease shall be deemed prior to such mortgage , deed of trust or ground lease . whether this Lease is dated prior or subsequent to the date of
said mortgage deed of trust., or ground lease or the date of the recording thereof.
      16.2 Subordination Agreements . Tenant covenants and agrees to execute and deliver upon demand without charge therefore , such further
instruments evidencing such subordination of this Lease to such ground or underlying leases and to the lien of any such mortgages or deeds of trust
as may be required by Landlord . Tenant hereby appoints Landlord as Tenant 's attorney-in-fact, irrevocably , to execute and deliver any such agree-
ments instruments , releases or other documents..
     16.2 Quiet Enjoyment .. Landlord covenants and agrees with Tenant that upon Tenant paying rent and other monetary sums due under the
Lease performing its covenants and conditions under the Lease and upon recognizing purchaser as Landlord pursuant hereto. Tenant shall and
may peaceably and quietly have , hold and enjoy the Premises for the term subject , however , to the terms of the Lease and of any of the aforesaid
ground teases ,. mortgages or deeds of trust described above.

      16..4 Attornment. In the event any proceedings are brought for default under any ground or underlying lease or in the event of foreclosure or
the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises , the Tenant shall attain to the
purchaser upon any such foreclosure or safe and recognize such purchaser as the Landlord under this Lease provided said purchaser expressly agrees
in writing to be bound by the terms of the Lease..

17. DEFAULT, REMEDIES
     17.1 Default . The occurrence *of any of the following shalt constitute a material default and breach of this Lease by Tenant:

             (a) Any failure by Tenant to pay the rent or any other monetary sums required to be paid hereunder (whore such failure continues for
live (5) days after written notice by Landlord to Tenant):
            (b) The abandonment or vacation of the Premises by Tenant;
            (c) A failure by Tenant to observe and perform any other provision of this Lease to be observed or performed by Tenant, where such
failure continues for twenty ( 20) days after written notice thereof by Landlord to Tenant; provided . however, that if the nature of the default is such
that the same cannot reasonably be cured within said twenty (20) day period , Tenant shalt not be deemed to be in default it Tenant shall withjn such
period commence such cure and thereafter diligently prosecute the same to completion:
             (d) The making by Tenant of any general assignment or general arrangement for the benefit of creditors ; the filing by or against Tenant
of a petition to have Tenant adjudged a bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Tenant , the same is dismissed within sixty (60) days ); the appointment of a trustee or receiver to take possession
of substantially all of Tenant 's assets located at the Premises or of Tenant 's interest in this Lease , where possession is not restored to Tenant within
thirty (30) days ; or the attachment . execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease ., where such seizure is not discharged within thirty (30 ) days..


Form Number 127                                  (CA)                                        1/74                                    .5_
 .n th.+ c •rcrve of ;rr,y . ght of r(p Jy r n equ ty wh,Ch              ,.rill r4 rr,   hwr b   .eat.-n h •t

             (a) iLainta,n this Lgssc in full rorCr and eth Ct dnd tCover the rent and j0- t mom I .•y Ch trues ..IS they I•.{ume due . w.lhnut lerrnrnjr.
 Ing Ten,nr 'c r,;ht to posses : on irrespective of M'hethcr Tenant : hall ha,•e abandun , d thu Pfdrnrsts In the ,•%t rat Lan . nr,rd r hats not to lerminire

 the Lease Lanruord shall have the right to attempt to re let Ihu Premises at s,rtn rent and upon such Conditions and for            s uch a term and to do
 all acts r. ccessary to mainrarn or preserve the Premises as Landlord deems rr0sunable and necessary             w ithout hying deemed to have elected to

 terminate the l,e3se including removal of all persons and property born the Promises: : .uch property may be r•:-moved and stored in 3 public ware..
 house or e4-.;here at the Cost of and for the account of Tenant . In the event any such rn-letting occurs , this Lose          shall terminate aulomalcalty
 upon the new renanl taking possession of the Premises Notw'thstanding That Landlord ( ails to elect to terminate the Lease initially , Landlord at
 any time during the term of this Lease may fleet to terminate this Lease by virtue of such previous default of Tenant,

             (b) Terminate Tenant s right to possession by any lawful means . in which case this Lease shall terminate and Tenant shall immediately
 surrender possession of the Premises to Landlord . In such event Landlord shall be entitled to reco er from Tenant all damages incurred by Landlord
 by reason of Tenant 's default , including without limitation thereto the folio .-Ang: (i) the 'north at the time of award of any unpaid rent which had
 been earned at the time of such termination ; plus (ii) the worth at the time of award of the amount by which the unpaid rent Mitch would have heen
 earned a`er t. rrninotion until thy: time of award exceeds the amount of such rental loss that is proved could have been reasonably avoided; plus
 (iii) the Meth I the time of award of the amount by which the unpaid tent for the balance of the IL-rm utter the time of award exceeds the amount of
 such rental loss that is proved could be reasonably avoided; plus (iv ) any other amount necessary to compensate Landlord for all the detriment
 proximately caused by Tenants failure to perform its obligations undet this Lease or which in the ordinary course of events would be likely to result
 therefrom : plus ( v) at Landlord ' s election such other amounts in addition to or in lieu of the foregoing as may be p..roatted from time to time by
 applicable State law . Upon any such re-entry Landlord shall have the tight to make any reasonable repairs alt r. ratiorts or modifications to the
 Premises.. which Landlord in its tote discretion deems reasonable and necessary As used in (i) above , the 'worth at the time of award ' is computed
 by .ttowmg interest at the rate of ten percent ( 10%) per annum from the date of default . As used in (ii) and (iii) the 'worth at the time of aw a rd
 is computed by discounting such amount at the discount date of the U S .. Federal Reserve Sank at the time of :.+v;,rd plus one percent ( 11%). The
 term '• rent-'. as used in this Section 17 shall be deemed to be and to mean the rent to be paid pursuant to Section 3 and 311 other monetary sums
 required to be paid by Tenant pursuant to the terms of this Lease..

       17.3 Late Charges .. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums due hereunder will cause
 Landlord to incur costs not contemplated by this Lease , the exact amount of which will be extremely difficult to ascertain . Such costs include , but are
 not limited to, processing and accounting charges , and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed
 covering :;- e Promises Accordingly , if any installment of rent or any other . sum due from Tenant shall not be received by Landlord or Landlord's
designee 'within ten ( 10) days after such amount shall be due, Tenant shall pay to Landlord a late charge equal to ten percent ( 10:.) of such overdue
amount.. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landloid will incur by reason of late
payment by Tenant . Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenants default with respect to such overdue
 amount. for prevent Landlord from exercising any of the other rights and remCdins granted hereunder.

       17..4 Default by Landlord , Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a
 reasonable time. but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed
of trust covering the Premises whose name and address shall have theretofore been furnished to Tenant in writing specifying wherein Landlord has
failed to perform such obligations : provided , however, that if the nature of Landlord 's obligation is such that more than thirty (30) days are required
for performance then Landlord shall not be in default if Landlord commences performance within such thirty - day period and thereafter diligently
 prosecutes the same to completion


 18.. BROKER'S FEE
      181 Brokers Fee. Upon execution of this Lease by both parties , Landlord shall pay to Grubb and Ellis Commercial Brokerage Company, a li-
censed real estate broker .3OXr3faX:xSP?Pxr•lit aive rtill rr,art7 bet en Landz(Brd & Grubb 4forbrokerE111
age services heretofore rendered.. Landlord further agrees that if Tenant exercises any option granted herein or any option substantially similar
H^?iP^^c`3;'^ :P:^ :E'.^ #c \'•6Ct3tr.4t ^ `YI?^`c^'4 ^'?^ ^a:tQese:^^x^4;ssc ^:^?tnA^--s 4^4^x• e?g sRxa^:^lt^e'ac5e^ufx?at.-xactxbd^OOetd x rase tQx_^
                                                                                                                 `a
t\.:C''l:t.^c:< S\oc'XL'%a.5 0c( b x as 7>YSCat to estlexoa ;lcdffzeeg abx xoea rr xt ;cxx8fi ^c s csOtat^vto'fu'fr7Ly d^dc34t ASzxX
     'e:Ck' X'SCtiGtYrx#:x;c:tt_e:.4x5S1C00710ro ipxhe3P3e^a 30x!eXeo'Xad;ecc=cxoe3t334tXaC6cx;S234r;re^'l1Ya'\"X1oxtf3sextXn`taY xay:a
oc34e.
Sol X3w=_W 0671L@C7!'O5XtCo poc^''    .+OocraeX e 3Iax=lux=Cexv'4SVti^`Z:A sKdb`leC3a'ft btErb'^SL^idW^C.eeec.^:t}fo^rouxdt3x3dGptX.}7?h a4i+s~r
Landlord agrees to pay said fee not only on behalf of . Landford but also on behalf of any person . corporation , association , or other entity having
ownership interest in said real property or any part thereof when such fee is due hereunder - Any transferee of Landlord 's interests in this lease./
by accepting an assignment of such interest , shall be deemed to have assumed Landlord 's obligation under this Section 18, Said Broker shall brly j
a third party, beneficiary of the provisions of this Section.


19.. MISCELLANEOUS
      1191 Estoppel Certificate
           (a) Tenant shall at any time upon not less than ten (10) day 's prior written notice from Landlord execute . acknowledge and deliver
to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if modified , starting the nature of such.
modification and certifying that this lease . as so modified . is in full force and effect) and the date to which the rent and other charges are paid in
.advance,, if any , and (ii) acknowledging that there are not, to Tenant 's knovntadge . any uncured defaults on the part of Landlord hereunder, or
specifying such defaults if any are claimed . Any such statement may be conc l usively relied upon by•any prosn, •ctive purchaser or encumbrancer of
the Premises.

            (b) Tenant"s failure to deliver such statement within such time shalt be conclusive upon Tenant ( i) that this Lease is in full force and
effect, withhut modification except as may be represented by Landlord ,. ( ii) that there are no uncured defaults in Landlord 's performance , and (iii)
that not more than one month 's rent has been paid in advance..

            (c) If Landlord desires to finance or refinance said Premises .. or any part thereof , or any building of which the Premises may be a
part, Tenant hereby agrees to deliver to any tender designated by Land ! ord such financial statements of Tenant as may be reasonably required
by such 'ender . Such statements shalt include the past three years financial statements of Tenant . All such financial st a tements shall to received
by Landlord in confidence and shall be used only for the purposes herein set forth.


Form Number 127 (CA) 1r 74
       19.2 Transfer of Landlords tntcre'l me c ent of a sale or com - ,ance by La ', hoed                      r:7 ones rn a r„ . __, r

building of which the Prcm+scs may be other than a transfer for sucunty purposes Only rd shill be ri'ln .e3 !rom and teller the t,te
spocrfied in any such notice of transfer of tar ut'igrtions and linbrlitirs acc'u.ng r on chi part of landlord rrr'sdrd that my funds is                     the
hands of Landlord at the time of transfer in which Tenant has In + nlnrest shift be 'Ie`,sared to the surcussor of I. radioed This Lease shtnll not

be affected by any such safe and Tenant agrees to attorn to the purchaser or as: ;nr:e provided all Landlord's obi ,,;loons hereunder are tssumed
in 'writing by the transferee.

      19.3 Captions; Attachments ; Defined Terms.
            (a) The captions of the paragraphs of this Lease are for con..enience only and shall not be deemed to be rclerant in resolving any
question of interpretation or construction of any section of this Lease
               (b) Exhbits attached hereto. and addendums anti schedules initiated by the parties. are deemed by attachment to constitute part of
this Lease and are incorporated herein.
            (c) The words 'Landlord" and 'Tenant" as used herein . ;halt include the plural as well as the singular. t;'ords used in neuter fender
include the masculine and feminine and words in the masculine or feminine gender include the neuter. If there be more than one bndlurd or Tenant
the obligations hereunder imposed upon Landlord or Tenant shall be joint and se-teal: as to a Tenant which consists of husband and wile the
obligations shall extend individually to their sole and separate property as well as c;,mmunity property. The term "Landlord"' sh;Jl mean only the
owner or owners at the time in question of the lee title or a tenants interest in a ground luase of the Premises. The obligations contained in this Lease
to be performed by Landlord shall be binding on Landlord's successor's and assigns only during their respective periods of ownership.

     19.4 Entire Agreement , This instrument along with any exhibits and attachm,nts hereto constitutes the entire agreement between Landlord
and Tenant relative to the Premises and this Agreement and the exhibits and attachments may be altered.. amended or revoked only by an in_.trurnent
in writing signed by both Landlord and Tenant. Landlord and Tenant agree hereby that Lit prior or contemporanaouS oral agreemtn!s bel',tcerr and
among themselves and their agents or represe ntatives ielative to the leasing of the Premises are merged in or revoked by this Ae,,:ucrncnt.

     19.5 Seversbitlty . II any term or provision or this Lease shall to any extent be determined by a court of competent jurisdiction to be inrrlid
or unenforceable the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shalt be valid and be enforce..
able to the fullest extent permitted by law.

      19..6 Costs of Suit.
            (a) II Tenant or Landlord shaft bring any action for any relief against the other, declaratory or ctherwise., arising cut or this Lease.
including any suit by Landlord for the recovery of rent or possession of the Premises the losing party shall pay the successful party a reasonable sum
for attorneys tees which shall be deemed to have accrued on the dommencement of such action and shalt be paid wheth er or not such action is
prosecuted to judgment..
            (b) Should Landlord without, fault on Landlord's part be made a party to any litigation instituted by Tenant or by any third party
against Tenant. or by or against any person holding under or using the Premises by ltconse of Tenant. or for the foreclosure of any lien for :ator or
material furnished to or :or Tenant or any such other person or otherwise arising cut of or resu;!ing from any act or transaction of Tenant or of any
such person. Tenant covenants to save and hold L andlord harmless from any iudg:rent 'rendered against Landlord or the Premises or any part
thereof and all costs and expenses. including reasonable attorneys' fees. incurred by Landlord in or in connection with such litigation..
           (c) If Tenant or Landlord or their successors or assigns shall bring an action against Broker or make Broker a party to litigation arising
out of this Lease . Broker shall be entitled to recover reasonable attorney 's'tees and court costs from either Landlord or Tenant it Broker is adudged
by a court of competent jurisdiction to be without fault in such matter..
      19.7 Time; Joint and Several Liability. Time is of the essence of this Lease and each and every provision hereof. except as to the conditions
relating to the delivery of possession of the Premises to Tenant. All the terms, covenants and conditions contained in this Lease to be performed by
either party. if such party shall consist of more than one person or organization.. shall be deemed to be joint and several, and all rights and remedies
of the parties shall be cumulative and nonexclusive of any other remedy at law or in equity.

     19.9 Binding Effect ; Choice of Law. The parties hereto agree that all provisions hereof , are to' be construed as both covenants and
conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof ., Subject to any provisions
hereof restricting assignment or subletting by Tenant and subject to Section 19 . 2, all of the provisions hereof shall bind and inure to the benefit of
the parties hereto and their respective heirs, legal representat i ves, successors an d ass i gns.. Thi s L ease s hall be go verned b y the laws of the State of
California..
      19..9 Waiver , No covenant , term or condition or the breach thereof shalt be deemed waived . except by written consent of the party against
whom the waiver is claimed , and any waiver or the breach of any covenant , term or condition shall not be deemed to be a waiver of any preceeding
or succeeding breach of the same or any other covenant , term or condition .. Acceptance b y Landlord of any performance b y Tenant alter the time the
same shall have become due shall not constitute a waiver by Landlord of the breach or default of any covenant , term or condition unless otherwise
expressly agreed to by Landlord in writing.
                                                                                                                                         , shalt not work a
     19.10 Surrender of Premises . The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof
                                                                                                                                                   . operate
merger , and shall . at the option of the Landlord . terminate all or any existing subleases or subtenaneies . or may , at the option of Landlord
as an assignment to it of any or all such subleases or subtenancies,.
                                                                                                                                      , with or without
      19.11 Holding Over,. It Tenant remains in possession of all or any part of the Premises after the expiration of the term hereof
the express or implied consent of Landlord , such tenancy shall be from month to month only , and not a renewal hereof or an extension for any
further term , and in such case , rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in this Lease
and such month to month tenancy shall'be subject to every other term. covenant and agreement contained herein.

      1912 Signs,.
                                                                                                                                                  . sign.
              (a) Tenant shall not inscribe ., paint, affix., place or permit to be placed any projecting sign, marquee . awning,, advertisement
notice or placard on the ' exterior or roof of the Premises or upon or about the, entrance doors.. windows .. sidewalks or are as adjacent to the Prem-
ises without Landlord 's prior written consent ., Landlord reserves the right in Landlords sole discretion to place and locate on the root, exteri
sidewatts and rear wall of said Premises or any portion of the Building of which the Premises may constitute a part but which are not teased
Tenant.,' such notices.. signs , marquees and advertisements as Landlord may deem appropriate in the operation of Landlord's affairs..
                                                                                                                                           .
              (b) Any such signs or other items described above installed by Tenant with t.and l ord's consent shalt be removed at the expirali
                                                                                                                                                               I
or earlier termination of the Lease at Tenant ' s expense and Tenant shall repair any damage caused to the Premises resulting from such removal
                                                                                                                                       items witho
Tenant fails to do so . Landlord may cause such removal and repair on Ten .Inl's behalf at Tenant ' s expense. If Tenant installs such

Form Number 127 (CA) 1174
                                                                                                                                                               t
                                                               .-
                                             7
Ir '.- rnl fads 10 110 Sn L ,n .:! lurd in iy jch removal Ind ic'p,r,r to br p, rlorurr - J un Tr 'chaff at Tcn .rnt s c•vpt : nse Ti nun[ shall not
be dhr+,:J to u ;e the n;,mc of Ire burr '-: , •.v hiCh the Prernscs ire Ioratrrd id tn. ) or of :he of such budding or of the Prernnes or words
icy -j.n L-Ilrct rn conne(t'on with my huynt%% cani,1J on in s . bi PrCm:strs ( r:".r of is thn , IC ' rrs of the T(-nrnl) without the prior written consent
of Lamtlord Landlord reserves the right to change the nfine and title of the building at any time during the term of said ' Lense Tenant hereby
e•:resSly agrees to such Change at the opUun or L.:indlord and waives any Ind all dim agC occasioned thereby

     f9 13 Reasonable Consent . Ercopt as limited elsewhere in this Lease . wherever in this Lease Landlord or Tenant is required to give its Consent
or aeprovat to any action on the part of the other such Consent or approval shall not be unre.isonably withheld In the event of fniiuro 10 give any
such Consent . Inc other p :irty shaft be untitled to specific performance at law and shalt ha : e such other iemcdies as .ate reserved to it under this
[.ease,, but in no event shall Landlord or Tenant be responsible in monetary damages for failure to give consent unless said consent is withheld
mat:ciously or in bad faith.

     19.14 Interest on Past Due Obligations .. Except as expressly herein provided , any amcunt due to Landlord not paid when due shall bear inter-
est at ten percent ( 10%) per annum from the due date .. Payment of such interest shall not excuse or cure any default by Tenant under this Lease.

     19.15 Arbitration . Any question dispute . or controversy arising under the provisions of Sections 13 and 14 of this Lease , at the option of
La:Ctord . shat! be determined by arbitration . Such arbitration shall be conducted pursuant to the provisions of the taws of the State of California
then iii force , with the rules of procedure to be [hose of the American Arbitration Association or its successor insofar as said rules of procedure
do 'tat conflict with the laws of . he Slate of California then in force . Any award entered as a result of arbitration shalt be entered as a judgment.
wart the costs of arbitration to be paid as ordered by the arbitrator.

     19.16 Notices.. All notices or demands or any kind required or desired to be given by Landlord or Tenant hereunder shall be in writing and shalt
be deemed delivered forty-eight (48) hours after depositing the notice or demand in the United Stales mail certified or registered postage prepaid,
add-essed to the Landlord or Tenant respectively at the addresses set forth after their signatures at the end of this Lease.

     19.17 Corporate Authority .. It Tenant is a corporation , each individual executing this Lease on behalf of said corporation represents and
wa<sants that he is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with a duly adopted resolution of the
Board of Directors of said corporation or in accordance with the By-laws of said corporation . and that this Lease is binding upon said corporation in
accordance with its terms . It Tenant is a corporaton Tenant shall ., within thirty (30) days after execution of this Lease , deliver to Landlord a certified
copy of a resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease


       Dr. B-Y.Abadir hereby agrees to personally quarantee all obligations
        of Tenant to Landlord including the payment of rent.

                                                                                 SIGNED:




In Witness Whereof Landlord and Tenant have executed this Lease the date and year first above written.

     Landlord :                -           Tenant:

                 R,A.P. Land Company




                 P.O. Box 506                                                                    400 Hegenberger Road
                 Concord, CA. 94522                                                              Oakland, CA. 94521

                                                                                                   4- -. C QCs,
                                                                                                     .-
                                                                                                 tl.en        Ab'adir, General Manager

                                                                                                         /•/ ^" . iJ. i .'t.^^

                                                                                                                ara^--Go mp-C-r o-1-1-e-r- -
(If taandlord or Tenant is a corporation , the corporate seal must be affixed and the authorized officers must sign on behalf of the corporation. The
Lease must be executed by the President or a Vice President and the Secretary or Assistant Secretary unless the By-laws or a Resolution of the Board
of Directors shall otherwise provide , in which event the By -taws or a certified copy of the Resolution, as the case may be, must be furnished )

THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY WHO WILL REVIEW THE DOCUMENT AND ASSIST YOU TO DETER-
MmtE WHETHER YOUR LEGAL RIGHTS ARE ADEQUATELY PROTECTED . GRUBS AND ELLIS COMMERCIAL. BROKERAGE COMPANY IS NOT
AUTHORIZED TO GIVE LEGAL OR TAX ADVICE : NO REPRESENTATION OR RECOMMENDATION IS MADE BY GRUBB AND ELLIS COMMER-
C1At, BROKERAGE COMPANY OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY , LEGAL EFFECT OR TAX CONSEQUENCES
OF THIS DOCUMENT OR ANY TRANSACTION RELATING THERETO ,. THESE ARE QUESTIONS FOR YOUR ATTORNEY WITH WHOM YOU SHOULD
CcHSULT BEFORE SIGNING THIS DOCUMENT.
Form Number 127                                  (CA)                                         1/74                                    -a-
                  ADDENDUM 10 LEASE BEIWEEN R.A..P.. 1..AND CORPORATION
                    AND A..G.E.. CORPORATION, DATED DECEMBER 5, 1980


          A.. Rental Adjustment: The monthly rent of six thousand five hundred
              dollars shall be subject to increase at the commencement of the
              second year of the term and every o'.d{( year thereafter (" the adjust-
              ment date") by the percentage by which the Consumer Price Index for
              urban wage earners and clerical workers--San Francisco/Oakland metro-
              politan area (1967=100) may have increased from its level at the
              commencement of the term to its level at the adjustment date.. How-
              ever, said adjustment shall opt exceed 8% per year, starting at each
              adjustment date .      If the foregoing Index is. changed or discontinued,
              such other index or a computation with which it is replaced shall be
              used in order to obtain substantially the same result as would be ob-
              tained if the Index had not been discontinued or revised. In no case
              shall. the rent be less than *ql{3CXIxt{SX?,tXd{X404:^CX4^tK^+^{4t4^:C4^)SsXRX
                                                  * the rent for the previous year.
          B. 'Tenant may have the flexibility at his own cost t,o alter the inside
              of the building without changing its structure.* Tenant has also the
              flexibility of altering the front steps leading to the building, at
              his own cost ..    However, Tenant is responsible for complying with all
              city and governmental regulations as regards any changes, without
              any liability to Landlord.. Tenant to remove any alteration and
              return the building to its original state at his own cost if ordered-
              to do so by any governmental . agency ..        At the expiration of the Lease
              Tenant shall return the building to its original condition if such
              is deemed necessary by Landlord..

          C. Tenant to maintain parking lot and landscaping.. Tenant to provide
              for a yearly check-up of a.ir conditioning/heating by a professional
              air conditioning / heating maninten . ance company.

          D.. Tenant is aware that R.A..P. Land Corporation has leased land from
              Southern Pacific Corporation .         Southern Pacific Corporation has the
              right according to said Lease to change the emplacement of the park-
              ing lot without reducing the number of parking spaces available nor
              endangering direct access to the building . Tenant agrees that any such
              modifications shall not effect the Lease..
              Tenant shall install an alarm system, according to city regulations,
              at his sole cost and expense.

INITIAL   F.. Signers of the Lease warranty that they have full. authority tQ bind
              A.G.E. Corporation to this contract..




          B.* However Tenant shall first ask permission to Landlord. Per-
               mission from Landlord shall not'be unreasonably withheld.
IIII,II I,Iir1 ^lla
                  TjjjI   ^7Tf11ft1Yk9Ytlr^. ti((YIF^14H^tt'blA7N^i +ii^4lt^
                             EXHIBLI' B


Landlord shall leave the ceiling open, as it is now, provided that it
does not conflict with existing governmental regulations.

Landlord shall install all light fixtures in an adequate manner to be
in harmony with the open ceiling.

Landlord shall have a partition built around the rolling door in order
to create a receiving area.. Tenant shall provide Landlord with drawings
or.instructions.

Landlord shall paint the walls.

Landlord to build an additional bathroom next to the exisitng one in a
manner which will least reduce the receiving area space and the general
floor space.

Landlord to provide for installation of all ..utilities in the building.
                                         ADDENDUM B




      1. Option to Extend Term. Tenant is given the option to extend the term of

this Lease for an additional seven (7) year period ("Extended Term") following expiration

of the initial term, by giving written notice of exercise of such option ("Option Notice")

to Landlord ninety (90) days prior to the expiration of' the initial term of this Lease.

Such Extended Term shall be subject to those provisions contained in this Lease, with

the exception of the rental term.

      If Tenant is in default on the date of giving the Option Notice, such Option

Notice shall be totally ineffective; if Tenant is in default on the date the Extended

Term is to commence, such Extended Term shall not commence and this Lease shall

expire at the end of the initial term.

      2.. Rent to be set by Appraisal. The parties shall have thirty (30) days after

Landlord receives the Option Notice in which to agree on a minimum monthly rental

for the Extended Term. Such monthly rental shall set at fair market value. If the

parties agree on a minimum. monthly rental for the Extended Term during such thirty

(30) day period, they shall immediately execute an amendment to this Lease stating

such minimum monthly rental; provided, however, such rental shall not be less than

the highest monthly rental received during the initial term of this Lease.

      If the parties are unable to agree on the minimum monthly rental for the Extended

Term within the above-mentioned thirty (30) day period, then within five (5) days

after the expiration of such period, each party, at its cost and by giving notice to

the other party, shall appoint a real estate appraiser with at least five (5) year's full-

time, commercial appraisal experience in the area in which the premises are located

for the purpose of appraising and setting the minimum monthly rental for the Extended

Term. Such monthly rental shall be appraised at its fair market value. If a party
does not appoint an appraiser within five (5) days after the other party has given

notice of the name of its appraiser, the single appraiser appointed shall be the sole

appraiser, and shall set the minimum monthly rental for the Extended Term. If the

two (2) appraisers are appointed by the parties, as provided in this Paragraph (2),

they shall meet promptly and attempt to set the minimum monthly rental for the

Extended Term. If they are unable to agree within thirty (30) days after the second

appraiser has been appointed, they shall attempt to elect a third appraiser, meeting

the qualifications stated in this Paragraph (2), within ten (10) days after the last day

the two (2) appraisers are given to set the minimum monthly rental. If they are unable

to agree on the third appraiser, either of the parties to this Lease, by giving ten (10)

days' notice to the other party, can apply to the then President of the County Real

Estate Board of Contra Costa County, or to the presiding Judge of the Superior Court

of Contra Costa County, for the selection of 'a third appraiser who meets the qualifi-

cations stated in this Paragraph. Each of the parities shall bear one-half (1/2) of the

cost of appointing the third appraiser and of paying the third appraiser's fee. The

third appraiser however selected, shall be a person who has not previously acted in

any capacity for either party.

      Within thirty (30) days after the selection of the third appraiser, a majority

of the appraisers shall) set the minimum monthly rental for the Extended Term. If

a majority of the appraisers are unable to set the minimum monthly rental within

the stipulated period of time, the three appraisals shall be added together and their

total divided by three; the resulting number shall be the minimum monthly rental

for, the premises during the Extended Term. If, however, the lower appraisal and/

or the high appraisal are/is more than ten percent (10%) lower and/or higher than

the middle appraisal, the lower appraisal and/or the high appraisal shall be disregarded.

If only one appraisal is disregarded, the remaining, two appraisals shall be added together



                                          -2-
and their total divided by two; the resulting number shall be the minimum monthly

rental for the premises during the Extended Term.. If' both the low appraisal and the

high appraisal are disregarded, as stated in this Paragraph, the middle appraisal shall

be the minimum monthly rental for the premises during the Extended Term.

      After the minimum monthly rental for the Extended Term has been set, the

appraisers shall immediately notify the parties.

      (3) Rental Adjustment. The monthly rental, as determined by the preceeding

Paragraph, shall be adjusted annually in accordance with the adjustment calculus

delineated in Paragraph (a) of the Addendum to Lease between R. A. P.. LAND COM-

PANY and B & M LIQUOR, INC., dated December' 5, 1980„




                       LANDLORD: R. A. P. LAND COMPANY

                                               BY
                                               RONALD A. POLSE, President


                       TENANT: B do M. LIQUOR, INC.

                                               BY
                                               GLENN ABADIR, General Manager

                                               BY
                                              THUA PHAM, Comptroller
                             IN;! n0



  SUBLEASE


  1. PARTIES

      This sublease is entered into by and between B AND M LIQUORS, INC.. as
 Sublessor, and MOTOR MUSIC OF OAKLAND, INC. as Sublessee, as a Sublease
 under- the Master Lease dated December 5, 1980, entered into by R..A.P.. Land
 Company as Lessor, and Sub)essor:under• this Sublease as Lessee; a copy of
 the Master Lease is attached hereto as Exhibit A.


 2. PROVISIONS CONSTITUTING SUBLEASE
       (a) This Sublease is subject to all of the terms and conditions of the
 Master Lease in Exhibit A and Sublessee shall assume and perform the
 obligations of Sublessor and Lessee in said Master Lease, to the extent said
 terms and conditions are applicable to the Premises subleased pursuant to'
 this Sublease. Sublessee shall not commit or permit to be committed on the
 premises any act or omission which shall violate any term or' conditions ofi'
 the Master- Lease.

       (b) All of the terms and conditions contained in the Exhibit A Master
 Lease are incorporated herein, except for Section 3 (only as it pertains to
 the dollar-.amount of rental) and Section 6 (only as it pertains to. the use
 of premises) and Addendum B only as it pertains to the time of option
 notice, as terms and conditions of this Sublease (with each reference
 therein to Lesson and Lessee to be deemed to refer to Sublessor and
 Sublessee) and, along with all of the following Sections set out in this
 Sublease, shall be the complete terms and conditions of this Sublease.
 Also, Exhibit 8 of Master- Lease is not incorporated as it was only an
 agreement between Lessor and B & M Liquors for the completion of the
 construction of the demised premises and was to be used by 8 & M LIQUORS
 only and does not apply to subsequent Sublessor or Sublessee.


 3. PREMISES

Sublessor leases to Sublessee and Sublessee hires from Sublessor the
following described Premises together with the appurtenances, situated in
the City of Concord, County of Contra Costa, State of California, 1931
Market Street, that particular' portion of property consisting of a building
and parking lot. Building dimensions are 119 feet by 75 feet,
approximately. Sublease leases only approximately 3,000 sq., ft. from the
Southern end of building.


4. RENTAL
Sublessee shall pay to Sublessor-as rent for the Premises in advance on the
first day of each calendar month of the term of this Sublease without
deduction, offset, prior notice or demand, in lawful money. of the United
States, the sum of THREE THOUSAND SEVEN HUNDRED FIFTY ($3,750.00). If the
commencement date is not the first day of the month, or if the Sublease
termination date is not the last day of the month, a prorated monthly .
installment shall be paid at the then current rate for the fractional month
during which the Sublease commences and/or terminates..

Receipt of THREE THOUSAND SEVEN HUNDRED FIFTY is-hereby acknowledged for-
rental for the first month of lease, and the additional amount of THREE
THOUSAND SEVEN HUNDRED FIFTY as last month's rent. Sublessee shall pay to
Sublessor on execution of the lease the additional sum of THREE THOUSAND
SEVEN HUNDRED FIFTY (53,750.00). Such a payment shall be as non--interest
bearing security for- performance under this sublease. In the event
Sublessee has performed all of the terms and conditions of this Sublease
throughout the term, upon Sublessee vacating the Premises, the amount paid
as a security deposit shall be returned to Sublessee after first deducting
any sums owing to Sublessor.


                                 Page 1 of 4




                                                            EXHIBIT siB,s
 The monthly rent of Three Thousand Seven Hundred Fifty Dollars (1;3,750.00)
 shall be subject to increase on the anniversary date of the Master Lease,
 February 14, and every anniversary date thereafter (The Adjustment Date) by
 the percentage by which the Consumer Price Index for Urban Wage Earners &
 Clerical Worker's for' San. Francisco/Oakland Metropolitan Area (1967.100) may
 have increased from its level at February 14, 1987 (Base Year) to its level
 at the Adjustment Date.. ;However,.said adjustment shall not exceed 8% per
 year, compounded. r: i=


 If the foregoing Index is changed or discounted, such other' index or-
 computation with which it is replaced shall be used in order to obtain
 substantially the same r-esults•as would be obtained if the Index had not
 been discontinued or replaced. In no case shall the rent be less than the
 rent of the previous year.


 5. TERM
      (a) The term of this Sublease shall be for a period of three (3) yed4•'s
 and eleven ( 11) months, commencing on March 15 , 1987 or earlier but - subject
 to the vacating of the premises by existing Sublessee , James A. Kay.

      (b) If Sublessee , with Sublessor ' s consent , takes possession prior to
 the commencement of the term, Sublessee shall do so subject to all of the
 covenants and conditions hereof„

      Such extended term shall be subject to the same terms and conditions
 contained in the Master Lease except for the changes indicated in Paragraph
 2b of this Sublease., Sublessee shall be given the option to extend the term
 of this Sublease for another five years by giving written notice of exercise
 of such an option to Sublessor one hundred twenty (120) days prior to the
 expiration of the Initial term of this Sublease.. Sublessor hereby
 guarantees to exercise the option to renew upon Sublessee's written notice,,
 Rent during the option period shall continue at the same rate except as
 modified by yearly adjustments according to CPI on February 14 of each
 .year. Adjustment not to exceed 8% per year.

 6. USE

 Sublessee shall use the Premises for- sales and installation and service of
 car audio equipment, mobil electronics, and other automobile accessories and
 for no other purpose without the pr'ior' written consent of Sublessor',.

 Sublessee ' s business shall be established and conducted throughout the term
 hereof in a first class manner. Sublessee shall not use the Premises for,
 or carry on, or permit to be carried on, any offensive, noisy or dangerous
 trade, business , manufacture or occupation nor' permit any auction sale to be
 held or-'conducted on or about the Premises . Sublessee shall not do or
 suffer , anything to be done upon the Premises which will cause structural
 injury to the Premises or the building of which the Premises form a part..
 The Premise shall not be overloaded and no machinery , apparatus or other
 applicance shall be used or operated in or upon the Premises which will in
 any manner injure, vibrate or shake the Premises or the building of which it
is a part ..   Sublessee shall not leave the Premises unoccupied or vacant
during the term. No musical instrument of any sort , or any noise making
device will be operated or, allowed upon the Premises for the purpose of
attracting trade or otherwise ..   Sublessee shall not use or permit the use of
the Premises or any part thereof for any purpose which will increase the
existing rate of insurance upon the building in which the Premises are
located, or' cause a cancellation of any insurance policy covering the
building or any part thereof .    If any act on the part of Sublessee or use of
the premises by Sublessee shall cause , directly or indirectly, any increase
of Sublessor-' s insurance expense, said additional expense shall be paid by
Sublessee to Sublessor upon demand .. No such payment by Sublessee shall
limit Sublessor in the exercise of any other rights or - remedies, or,
constitute a waiver of Sublessor' ' s right to requir-e Sublessee to discontinue
such act or- use..




                                  Page 2 of 4
 7. NOTICES


 All notices or demands of 'any kind required or- desired to be given by
 Sublessor' or Sublessee hereunder- shall be in writing and shall be deemed
 delivered forty-eight ( 48) hours after depositing the notice or demand in
 the United States mail, certified or registered , postage prepaid , addressed
 to the Landlord or Tenant respectively at the addresses set forth after
 their signatures at the end of this Sublease . All rent and other- payments.
 due under this Sublease or the Master Lease shall be made by Sublessee to!
 Sublessor' at the same address, ;


 8. Sublessor shall provide at_Sublessor ' s expense demising walls, one
 bathroom , one roll up door; approximately 10' x 8', and one back door..
 Sublessee to do all other improvements needed for the operation of
 Sublessee ' s business at Sublessee's cost. Sublessor will cooperate with
 Sublessee if Sublessee needs to install electrical on the northern demisi^g
 wall. Such installation shall be at Sublessee ' s cost.

 As per- Master Lease, Sublessee may have the flexibility at his own cost to
 alter the inside of the building without changing its structure . However,
 Sublessee shall first ask permission of Landlord . Permission from Landlord
 shall not be unreasonably withheld. However , Sublessee is responsible for-
 complying with all city and governmental regulations as regards to any
 changes, without any liability to Landlord and Sublessor . Sublessee to
 remove any alteration and return the building to its original state at his
 own cost if or'der' ed to do so by any governmental agency or. by Sublessor. At
 the expiration of the Sublease, Sublessee shall return the building to its
 original condition if.such is deemed necessary by Sublessor' or Landlord..


9. As per , Master Lease Sublessee to maintain parking lot and landscaping..
Sublessee to provide for.. yearly check-up of air conditioning /heating by a
professional air conditioning / heating maintenance company. B and M LIQUORS,
INC. guarantees that the air. conditioning and heating is in good order.
Sublessee shall maintain the air conditioning and heating , as Landlord will
not be responsible if air conditioning / heating breaks because of lack of
maintenance . B AND M LIQUORS , INC. shall give. premises to Sublessee in good
order and in a clean state , shall install demising walls at his own cost and
shall remove all interior construction as per Sublease Request except those
located at the western end of building . Sublessee shall walk permits with
Sublessor to point out what shall be removed.


10. As per , Master Lease , Sublessee is aware that R.A.P. Land Corporation
has leased land from Southern Pacific Corporation.. Southern Pacific
Corporation has the right according to said Lease , to change the emplacement
of the parking lot without reducing the number of parking spaces available
for' the building . nor endangering the direct access to the building.
Sublessee agrees that any such modifications shall not effect the Sublease..


11. Sublessee may install , if not already there, an alarm system , according
to city regulations , at his sole cost and expense..


12. Signers of the Sublease warrant that they have full authority to bond B
AND M LIQUORS , INC. to this Contract.


13. Sublessor- will pay Grubb & Ellis a leasing commission according to the
Exclusive Agreement to Sublease.. etcc,tcd ILfxi.lrs a,k u7r+C-1,,4 r/rs/sb

14. Sublessee is aware that real estate taxes are billed to Sublessee by
Landlord quarterly.,

15. Lessor , R.A.P. Land Corporation , and Sublessors agree that they shall
have access to the building only during regular ' store hours..

16. Lessor, R ., A..P. Land Cor,por-ation , agrees that Sublessee shall have the
right to affix any temporary sale sign on the windows or wall as allowed by
the City of Concord sign ordinances.


                                   Page 3 of 4
'-    ::5..                  Vii' i.,l'•              r.    ..^                        • ^L




   17. Sublessee hereby-acknowledges that late payment by Sublessee to
   Sublessor of rent and other sums due hereunder will cause Sublessor to incur
   cost not contemplated by this Sublease the exact amount of which will be
   extremely difficult to ascertain:-' Such costs include, but are not limited
   to 'processing and accounting charges, and late charges which may be imposed
  on Sublessor. Accordingly, if ahy installment of rent or, any other sum due
  from Sublessee shall not be,receiyed by Sublessor or• Sublessor's designee
  within ten (10) days after such amount shall be due, Sublessee shall pay to
  Sublessor a late charge equal to ten percent (10%) of such overdue amount„
  The parties hereby agree that such late charge represents a fair and
  reasonable estimate of the costs Sublessor will incur by reason of late
  payment by Sublessee., Acceptance of such late charge by Sublessor shall in
  no event constitute a waiver of Sublessee's default with respect to such
  overdue amount, nor prevent Sublessor from 'exercising any of the other
  rights and remedies granted under the Master Lease


  18.. Sublessee shall allow Co ••• Sublessor• to place a sign on the Souther•Jend
  of building if allowed by City Officials.. Size of sign shall be subject to
  City regulations and shall be acceptable to Sublessee .. Likewise , Sublessee
  shall have the same right to install a sign on the Northern end of building
  subject to city regulations and to Co- Sublesser ' s approval..


  Dated:              ,    19


  SUBLESSOR:                               SUBLESSEE:

  B AND M LI ORS, INC .         MOTOR M D LAND, INC

  By:                           By : ____________________

 Addres Address:-

 City: Oaklo.,d City:_

 Stat CL .           Zip:_ 95^6 /y         State: Zip:_-_ _ (^7,




 The undersigned, Lessor under the Master Lease attached as Exhibit A, hereby
 consents to the subletting bf the Premises described herein on the terms and
 conditions contained in this Sublease.. This consent shall apply only to
 this Sublease and shall not be deemed to be a consent to any other Sublease..

 Dated:        7iJ      79ij LESSOR : R P.. N                CORPOO2gTI
                                                                                     _^ ^•^.S
                                          By:
                                                Rona dA, se, Preside      (^-7

                                     Address: 0 - C). '3.

                                        City:

                                       State: C / ; ^ ' Z i p :

 This Sublease has been prepared for submission to your attorney who will
 review the document and assist you to determine whether, your legal rights
 are adequately protected.. Grubb & Ellis Commercial Brokerage Company is not
 authorized to give legal or tax advice; no representation or recommendation
 is made by Grubb & Ellis Commercial Brokerage Company or its agents or
employees as to the legal sufficiency, legal effect or tax consequences of
this document or any transaction relating thereto. These are questions for
your attorney with whom you should consult before signing this document..




                                     Page 4 of 4
                    ADDENDUM TO SUBLEASE AGREEMENT BETWEEN
                 MOTOR MUSIC OF OAKLAND INC. A SUB ESSEE AND
                      B AND M LIQUORS, INC. SUBLESSOR

  Paragraph 3:
        An exhibit is herein attached showing the area of leased
  premises.

  Paragraph 4:
        Discounted shall be read as discontinued.
  Paragraph 5: (Subparagraph 6)
        Shall add:
        Sublesee shall have the right to extend the term for five (5)
  years provided that sublessee is not in default of the term of this
  sublease and lease either at the time of exercizing said option or
  at the commencement of the extended term..
                                                                         I
        In-the event of termination of sublessor's interest as lessee
 under its lease due to any breach or default by Sublessor with
 respect to its obligation under the masterlease, then this sublease
 shall terminate coincidentally therewith without further notice and
 without any liability of R..A..P.. land corporative to sublessee..

 Paragraph 6:
       Shall add:
       Sublessee shall be liable for the cost of any alterations or
 improvements required by any governmental authority arising from
 sublessee ' s use of.premises.,

 Paragraph 8:
       To change:
       However-, sublessee shall first ask premission of landlord
 into: shall first obtain permission..
       Add:
       Sublessee shall return the building to its original condition
 if such is deemed necessary or- requested by sublessor or landlord In
 landlord sole discretion.

 Paragraph 9:
       To change:
       Sublessee shall walk permits into: shall walk premises..

 Paragraph 15:
       Add: During regular store hours except in the event of an
 emergency or upon mutual agreement.,

Paragraph 19:'
       (New paragraph:)
      Sublessee and sublessor shall be required to notify lessor at
least twenty (20) days in advance of the commencement of work on any
intended improvements to the premises so that lessor can file or
record appr-opr-fate notice of low responsibility in order to protect
lessor from liens arising from such works of improvements..

Sublessor: Sublessee:
B and M Liquors, Inc., Motor Music of Oakland
                                                                             I




Lessor':
R.A.P. Land Cor•poratioh




                                 rr3^r
                                   LEASE AGREEMENT

       This Lease Agreement is entered into thisg/ ' bay of .July 1994 by and between
 R.A.P. Land Company ("Landlord ") on one hand, and Motor Music of ftMad , Inc. and
 Donald P.. O'Leary ("Tenant") on the other hand,.                ern Prosaic v

        WHEREAS, Landlord currently leases to B & M Liquors, Inc. under that stain
 lease dated December 5, 1980 ("Master Lease", a copy of which is attached hereto as
 Exhibit A and incorporated by this reference) that certain premises known as 19.31
 Market Street, Concord, Contra Costa County, California, which premises consists of a
 building with dimensions of 119 feet by 75 feet, approximately; and

        WHEREAS, B & M Liquors, Inc. subleases to Tenant approximately 3,000 square
feet located at the southern end of the above-described premises (the "Premises") under
a written sublease executed by Landlord on March 20, 1987, a copy of which is attached
hereto as Exhibit B and incorporated by this reference, which sublease term expires
February 14, 1996 (the "Sublease"); and

        WHEREAS, Landlord and Tenant desire to enter into a direct contractual
relationship under which Tenant would retain possession of the Premises after expiration
of the Sublease and through February 14, 2004..

       NOW THEREFORE, Landlord and Tenant hereby make the following Lease
Agreement which shall control Tenant's possession of and tenancy in the Premises upon
expiration of the Sublease,.

      1. The term of this Lease shall commence February 15, 1996, and shall expire
February 14, X at which time Tenant shall restore possession of the Premises to
Landlord, unless therwise agreed in writing.

       2. The Premises under this Lease shall remain the same as that let to Tenant
under the Sublease. The terms of the Master Lease shall control and define the
relationship between Landlord and Tenant , except as modified by the Sublease and this
Lease agreement. All references to "Tenant" in Exhibit A shall be deemed references to
Tenant herein. The terms of the Sublease are also incorporated herein , except to the
extent modified herein.

      3. Monthly rent for the Premises hereunder shall be due on the 15th of each
month during the term of this Lease as follows:

      February 15,   1996 - February 14, 1997         $4,275.00;
      February 15,   1997 - February 14, 1998         $4,405..00;
      February 15,   1998 - February 14, 1999         $4,535..00;
      February 15,   1999 - February 14, 2000         $4,670.,00;
      February 15,   2000 - February 14, 2001         $4,810.00;
      February 15,   2001 - February 14, 2002       r^$4,955.00;
      February 15, 2002 - February 14, 200.3          $5,105.00;
     ,February 15, 2003 - February 14, 2004           $5,260.00.
        4.. Tenant shall pay to Landlord upon execution of this Lease Agreement a
 security deposit of $275.00, and an additional security deposit of $4,000.00 on or before
 December 15, 1995. These security deposit amounts shall be held by Landlord as
 security for the performance of all terms and conditions under this Lease by Tenant,
 including but not limited to the payment of rent as it becomes due. In the event
 Landlord utilizes the security deposit to perform a condition required of Tenant, or to
 remedy a breach of the Lease by Tenant, at Landlord's sole discretion, then Tenant shall
 reimburse and replenish the security deposit within five (5) days of written notice and
 demand therefore. Failure to do so within said time period shall constitute a material
 default hereunder, and shall entitle Landlord to seek all remedies available to it under
 this Lease agreement and pursuant to any applicable laws.

        5. Tenant and Landlord agree to extend the term of this Lease agreement for
 an additional five (5) year period ("Extended Term") following expiration of the initial
 term hereunder, by giving a written request for such extension to Landlord one hundred
 eighty (180) days prior to the expiration of the initial term of this Lease agreement.
 Such Extended Term shall be subject to thos provisions contained in this Lease
 agreement, with the exception of the monthly rental amount due..

       If Tenant is in default on the date of making a written request for extension of
the Lease term, then said notice shall be invalid and of no effect; if Tenant is in default
on the date the Extended Term is to commence, such Extended Term shall not
commence and this Lease agreement shall expire at the end of the initial term
hereunder.

        In the event Tenant makes a written request for extension of the Lease term as
provided for in this paragraph, and is not in default either at the time of making said
request or at the time the Extended Term is to commence, then the parties shall have
ninety (90) days after receipt by Landlord. of Tenant's written request for extension in
which to mutually agree to a monthly minimum rental amount, and periodic adjustments
thereto during the Extended Term.. If the parties agree on a minimum monthly rental
amount during said ninety (90) day period, they shall immediately execute an addendum
to this Lease agreement setting forth said rental amount..

        If the parties fail to reach agreement on all the rental terms for the Extended
Term within the time period specified above, then this Lease agreement, and Tenant's
right to possession of the Premises, shall terminate upon the expiration of the initial term
set forth herein..

       6. Article 12.1 of the Master Lease shall be deemed amended to provide that
Tenant shall maintain at all times during the term of this Lease general public liability
insurance in the amount-of two milliion dollars ($2,000,000.,00)..

      7. Responsibility and liability for the presence of hazardous substances on the
Premises during all times during which Tenant is or has been in possession of the
Premises shall be the sole responsibility of Tenant. Tenant shall indemnify, defend and
hold Landlord harmless for and against all claims, demands or suits arising therefrom.

                                            -2-
       WHEREFORE, the parties hereto enter into this Leae on the date first above
written by afixing their signatures below.

      LANDLORD:

      RAP. Land Company




      TENANTS:
                                      ATTACHMENT NO. 3


Recording Requested By
And When Recorded Mail To:

Redevelopment Agency of the
 City of Concord
1950 Parkside Drive, MS/03
Concord, California 94519
Attn: City Clerk

                                                              (Space Above This Linefor Recorder's Use Only)
                                                          [Exempt from recording fee per Gov. Code § 273831


                          GRANT DEED INCLUDING COVENANTS

         For valuable consideration, the receipt of which is hereby acknowledged,
REDEVELOPMENT AGENCY OF THE CITY OF CONCORD, a public body, corporate and
politic, of the State of California ("Grantor"), acting to carry out the Redevelopment Plan
("Redevelopment Plan") for the Central Concord Redevelopment Project ("Redevelopment
Project"), under the Community Redevelopment Law of the State of California, hereby grants to
LEHMER INVESTMENT COMPANY, a Nevada corporation ("Grantee"), the real property
("1925 Site") legally described in Exhibit A attached hereto and incorporated herein by this
reference.

          I - The 1925 Site is conveyed subject to all matters of record pursuant to a First
  Amendment to Disposition and Development Agreement (the "DDA Amendment") entered
  into by and between Grantor and Grantee dated                           ^ 2008. Capitalized
  terms not otherwise defined herein shall have the meanings ascribed to such terms in the DDA
  Amendment or, if not set forth therein, in the original Disposition and Development
  Agreement entered into by and between Grantor and Grantee and dated March 28, 2004 (the
  "Original DDA"). The Original DDA and DDA Amendment are available for public
  inspection at Grantor's offices at 1950 Parkside Drive, Concord, California.

           2. Grantee on behalf of itself and its heirs, executors, successors and assigns
  covenants that, commencing upon termination of that certain lease by and between Grantee's
  predecessor-in-interest, Southern Pacific Transportation Company and RAP Land Company,
  dated February 14, 1980 and attached to the DDA Amendment as Attachment No. 2, it shall
  comply with all of the obligations of the Developer under Section 4.1 of the DDA
  Amendment, which incorporates by reference the use and continuous operation covenants set
  forth in Section 401 of the Original DDA, and makes such covenants applicable to the 1925
  Site. Section 401 of the Original DDA, as applicable to the 1925 Site, provides as follows:

                       "401. Use Covenants. So long as the Redevelopment Plan
                remains in effect, Developer and its successors and assigns (i) shall
                use and continuously operate on the Site a franchised new


1072860v5 29736/0023                       Attachment.No. 3
                                              Page I of I
             automobile dealership engaged primarily in the sale and lease of
             new automobiles and trucks and in ancillary related activities,
             including automobile repairs, auto servicing, auto parts sales, and
             the ancillary sale of used or pre-owned automobiles and trucks
             (sale of used or pre-owned automobiles and trucks not to exceed
             20% of the usable sales area), and for no other purpose; and
             (ii) shall comply with the limitations of the Redevelopment Plan,
             and the Grant Deed. So long as the provisions of this Section 401
             remain in effect, no use other than that specified herein shall be
             permitted without the prior written approval of the Executive
             Director or Agency Board as follows: Proposed changes in use
             that would not affect the primary use of the Site as a new
             automobile dealership may be approved by the Executive Director
             in his reasonable discretion; any proposed change in use to one
             which does not primarily involve the sale of new automobiles shall
             require the approval of the Agency Board, which may be granted
             or denied in its sole, absolute discretion."

        3. Grantee on behalf of itself and its heirs, executors, successors and assigns
 covenants that it shall comply with all of the obligations of the Developer under Section 4.2 of
 the DDA Amendment with respect to the 1925 Site. Section 4.2 of the DDA Amendment
 incorporates the maintenance covenants set forth in Section 402 of the Original DDA and
 makes them applicable to the 1925 Site. Section 402 of the Original DDA, as applicable to the
 1925 Site, provides as follows:

                      "402. Maintenance Covenants . Developer shall maintain
             in accordance with the City's standard form maintenance
             agreement and the Maintenance Standards, as hereinafter defined,
             the private improvements and public improvements and
             landscaping to the curb line(s) on and abutting the Site. Said
             improvements shall include, but not be limited to, buildings,
             sidewalks, pedestrian lighting, landscaping, irrigation of
             landscaping, architectural elements identifying the Site and any
             and all other improvements on the Site and in the public right-of-
             way to the nearest curb line(s) abutting the Site. To accomplish
             such maintenance, Developer shall either staff or contract with and
             hire licensed and qualified personnel to perform such maintenance
             work, including the provision of labor, equipment, materials,
             support facilities, and any and all other items necessary to comply
             with the requirements of this Section 402. The maintenance
             covenants and obligations set forth in this Section 402 shall remain
             in effect for the period of time specified in Section 406, below.
             The following standards ("Maintenance Standards") shall be
             complied with by Developer and its maintenance staff, contractors
             and subcontractors:




1072860v5 29736/0023 Attachment No. 3
                             Page 2 of 2
                  a. Landscape Maintenance . Landscape maintenance
          shall include: watering/irrigation; fertilization; mowing; edging;
          trimming of grass; tree and shrub pruning; trimming and shaping
          of trees and shrubs to maintain a healthy, natural appearance, safe
          road conditions and visibility, and irrigation coverage;
          replacement, as needed, of all plant materials; weeding of all
          planters, shrubs, lawns, ground covers, or other planted areas; and
          staking for support of trees.

                  b. Clean-Up Maintenance . Clean-up maintenance
          shall include: maintenance of all sidewalks, paths and other paved
          areas in clean and weed-free condition; maintenance of all such
          areas clear of dirt, mud, trash, debris or other matter which is
          unsafe or unsightly; removal of all trash, litter and other debris
          from improvements and landscaping; clearance and cleaning of all
          areas maintained prior to the end of the day on which the
          maintenance operations are performed to ensure that all cuttings,
          weeds, leaves and other debris are properly disposed of by
          maintenance workers.

                  c. Maintenance Required by Law. All maintenance
          work shall conform to all applicable Federal and State
          Occupational Safety and Health Act standards and regulations for
          the performance of maintenance.

                  d. Chemicals and Pesticides . Any and all chemicals,
          unhealthful substances, and pesticides used in and during
          maintenance shall be applied in strict accordance with all
          Governmental Requirements. Precautionary measures shall be
          employed recognizing the extent to which areas are open to public
          access.

                  e. Improvements . All improvements on the Site shall
          be maintained in conformance and in compliance with the
          approved plans, as the same may be amended from time to time
          with the approval of the City, and in accordance with the custom
          and practice generally applicable to comparable first-class, new
          automobile dealerships located within Contra Costa County,
          California. The public right-of-way improvements to the curb
          line(s) on and abutting the Site shall be maintained as required by
          this Section 402, in good condition and in accordance with the
          custom and practice generally applicable to public rights-of-way
          within the City of Concord.

                  f. Failure to Maintain Improvements . If Developer
          does not maintain the private and public improvements on the Site
          to the curb line(s) on and abutting the Site in the manner set forth


1072860v5 29736/0023 Attachment No. 3
                             Page 3 of 3
             herein and in accordance with the Maintenance Standards, Agency
             and/or City shall have the right to maintain such private and/or
             public improvements, or to contract for the correction of such
             deficiencies, after written notice to Developer. However, prior to
             taking any such action, Agency agrees to notify Developer in
             writing if the condition of said improvements does not conform to
             the Maintenance Standards and to specify the deficiencies and the
             actions required to be taken by Developer to cure the deficiencies.
             Upon notification of any maintenance deficiency, Developer shall
             have thirty (30) days within which to correct, remedy or cure the
             deficiency. If the written notification states that the problem is
             urgent and relates to the public health and safety, then Developer
             shall have twenty-four (24) hours to rectify the problem.

                     In the event Developer fails to correct, remedy, or cure or
             has not commenced correcting, remedying or curing such
             maintenance deficiency after notification and after-expiration of
             any applicable cure period, then City and/or Agency shall have the
             right to maintain such improvements. Developer agrees to pay
             Agency upon demand all charges and costs incurred by Agency or
             City for such maintenance. Until so paid, Agency shall have a lien
             on the Site for the amount of such charges or costs, which lien
             shall be perfected by the recordation of a "Notice of Claim of
             Lien" against the Site. Any lien in favor of Agency created or
             claimed hereunder is expressly made subject and subordinate to
             any mortgage or deed of trust made in good faith and for value,
             recorded as of the date of the recordation of the Notice of Claim of
             Lien, and no such lien shall in any way defeat, invalidate, or impair
             the obligation or priority of any such mortgage or deed of trust,
             unless the mortgagee or beneficiary thereunder expressly
             subordinates its interest, of record, to such lien. No lien in favor of
             Agency created or claimed hereunder shall in any way defeat,
             invalidate, or impair the obligation or priority of any lease,
             sublease or easement unless such instrument is expressly
             subordinated to such lien. Developer acknowledges and agrees
             that the City and Agency may also pursue any and all other
             remedies available in law or equity in the event of a breach of the
             maintenance obligations and covenants set forth herein."

       4. Grantee on behalf of itself and its heirs, executors, successors and assigns
 covenants that it shall comply with all of the obligations of the Developer under Section 4.3 of
 the DDA Amendment with respect to non-discrimination. Section 4.3 of the DDA
 Amendment provides as follows:

                       "4.3. Nondiscrimination Covenants . Developer covenants by and for
              itself and any successors in interest that there shall be no discrimination against or
              segregation of any person or group of persons, on account of any basis listed in

1072860v5 29736/0023 Attachment No. 3
                             Page 4 of 4
          subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
          are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
          subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
          in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
          1925 Site, nor shall Developer itself or any person claiming under or through
          them establish or permit any such practice or practices of discrimination or
          segregation with reference to the selection, location, number, use or occupancy of
          tenants, lessees, subtenants, sublessees or vendees of the 1925 Site. The
          foregoing covenants shall run with the land.

                  Developer shall refrain from restricting the rental, sale or lease of the
          1925 Site on the basis of race, color, religion, sex, marital status, ancestry or
          national origin of any person. All deeds, leases or contracts for the rental, sale or
          lease of the 1925 Site shall contain or be subject to substantially the following
          nondiscrimination or nonsegregation clauses:

                  A. In deeds. The grantee herein covenants by and for himself or
           herself, his or her heirs, executors, administrators, and assigns, and all persons
           claiming under or through them, that there shall be no discrimination against or
           segregation of, any person or group of persons on account of any basis listed in
           subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
           are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
           subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
           in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
           premises herein conveyed, nor shall the grantee or any person claiming under or
           through him or her, establish or permit any practice or practices of discrimination
           or segregation with reference to the selection, location, number, use or
           occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises
           herein conveyed. The foregoing covenants shall run with the land.'

                   B. In leases . 'The lessee herein covenants by and for himself or
           herself, his or her heirs, executors, administrators, and assigns, and all persons
           claiming under or through him or her, and this lease is made and accepted upon
           and subject to the following conditions: That there shall be no discrimination
           against or segregation of any person or group of persons, on account of any basis
           listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
           those bases are defined in Sections 12926, 12926.1, subdivision (m) and
           paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
           Government Code, in the leasing, subleasing, transferring, use, occupancy,
           tenure, or enjoyment of the premises herein leased nor shall the lessee himself or
           herself, or any person claiming under or through him or her, establish or permit
           any such practice or practices of discrimination or segregation with reference to
           the selection, location, number, use, or occupancy, of tenants, lessees, sublessees,
           subtenants, or vendees in the premises herein leased.'

                 C. In contracts . 'There shall be no discrimination against or
           segregation of any person or group of persons, on account of any basis listed in


1072860v5 29736/0023 Attachment No. 3
                             Page 5 of 5
              subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
              are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
              subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
              in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
              premises, nor shall the transferee himself or herself or any person claiming under
              or through him or her, establish or permit any such practice or practices of
              discrimination or segregation with reference to the selection, location, number,
              use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the
              premises."'

         5. No violation or breach of the covenants, conditions, restrictions, provisions or
 limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the
 lien or charge of any mortgage, deed of trust or other financing or security instrument
 permitted by the DDA, provided, however, that any successor of Grantee to the 1925 Site shall
 be bound by such remaining covenants, conditions, restrictions, limitations and provisions,
 whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's
 sale or otherwise.

        6. Grantee's covenants contained in this Grant Deed shall remain in effect as
 follows:

                a. The covenants pertaining to Grantee's use and maintenance of the 1925
 Site and all improvements thereon, as set forth in paragraphs 2 and 3, shall remain in effect for
 the life of the Redevelopment Plan.

               b. The covenants against discrimination, as set forth in paragraph 4, shall
 remain in effect in perpetuity.

         7. Grantor is deemed the beneficiary of the terms and provisions of this Grant Deed
 and of the covenants running with the land, for and in its own right and for the purposes of
 protecting the interests of the community and other parties, public or private, in whose favor
 and for whose benefit this Grant Deed and the covenants running with the land have been
 provided, without regard to whether Grantor has been, remains or is an owner of any land or
 interest therein in the 1925 Site or in the Redevelopment Project. Grantor shall have the right,
 if the Grant Deed or covenants are breached, to exercise all rights and remedies, and to
 maintain any actions or suits at law or in equity or other proper proceedings to enforce the
 curing of such breaches to which it or any other beneficiaries of this Grant Deed and covenants
 may be entitled.

         8. In the event of any express conflict between the provisions of this Grant Deed and
 the provisions of the Original DDA or the DDA Amendment, the provisions of this Grant
 Deed shall control.

        9. Any amendments to the Redevelopment Plan that change the uses or development
 permitted on the 1925 Site or change the restrictions or controls that apply to the 1925 Site or
 otherwise affect the 1925 Site shall require the written consent of the Grantee. Amendments to



1072860v5 29736/0023 Attachment No. 3
                             Page 6 of 6
  the Redevelopment Plan applying to other property in the Redevelopment Project Area shall
  not require the consent of the Grantee or its successor in interest to the 1925 Site.

       IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized this day of
                  , 2008.

                                                GRANTOR:

                                                REDEVELOPMENT AGENCY OF THE CITY OF
                                                CONCORD, a public body, corporate and politic

Dated: , 2008 By:
                 Edward R. James, Acting Executive Director


ATTEST:


Mary Rae Lehman, Secretary


APPROVED AS TO FORM:


Craig Labadie, Agency Counsel

       The provisions of this Grant Deed are hereby approved and accepted.

                                                GRANTEE:

                                               LEHMER INVESTMENT COMPANY, a Nevada
                                               corporation

Dated: , 2008 By:
                Print Name:
                Its:


                                               By:
                                               Print Name:
                                               Its:




1072860v5 29736/0023 Attachment No. 3
                             Page 7 of 7
                                              EXHIBIT A

                              LEGAL DESCRIPTION OF 1925 SITE

LEGAL DESCRIPTION
Real property in the City of Concord, County of Contra Costa, State of California, described as
follows:

ALL THAT PORTION OF PARCEL B AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THAT
CERTAIN MAP ENTITLED "PARCEL MAP MSC 8-90", FILED IN THE OFFICE OF THE RECORDER
OF CONTRA COSTA COUNTY ON SEPTEMBER 24, 1990 IN BOOK 148 OF PARCEL MAPS AT PAGE
34, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT OF CURVATURE, SAID POINT BEING AT THE SOUTHWEST CORNER OF
LOT 10 AS SHOWN AND SO DESIGNATED ON THAT CERTAIN MAP ENTITLED "BLUM AND
WITTENMYER" FILED IN THE OFFICE OF THE RECORDER IN SAID COUNTY ON MARCH 26, 1891
IN MAP BOOK F-127, ALSO DESCRIBED IN THE GRANT DEED TO THE R.A.P. LAND COMPANY,
RECORDED ON JANUARY 17, 1960 IN BOOK 9698 OF OFFICIAL RECORDS AT PAGE 616, IN SAID
COUNTY; THENCE ALONG THE ARC OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE
LEFT, FROM WHICH POINT THE CENTER OF SAID CURVE BEARS SOUTH 66° 34' 44" EAST,
THROUGH A CENTRAL ANGLE OF 00° 06' 04", AN ARC DISTANCE OF 10.02 FEET; THENCE
NORTH 65° 42' 31" WEST 60.82 FEET; THENCE NORTH 24° 17' 30" EAST 260 FEET; THENCE
SOUTH 65° 42' 30" EAST 60.00 FEET TO THE NORTHWEST CORNER OF LOT 14 AS SHOWN AND
SO DESIGNATED ON SAID MAP (F-127) ALSO DESCRIBED IN THE GRANT DEED TO LAGISS, ET
UX, RECORDED ON JULY 22, 1985, IN BOOK 12417 OF OFFICIAL RECORDS AT PAGE 175 IN
SAID COUNTY; THENCE ALONG THE WESTERN LINE OF SAID PARCEL OF LAND (12417 OR 175)
SOUTH 24° 17' 30" WEST 163.84 FEET TO A POINT OF CURVATURE; THENCE ALONG THE ARC
OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE
CENTER OF SAID CURVE BEARS SOUTH 65° 42' 35" EAST, THROUGH A CENTRAL ANGLE OF 00°
52' 08", AN ARC DISTANCE OF 86.13 FEET TO THE POINT OF BEGINNING.

APN: 126-030-033-8




1072860v5 29736/0023 Exhibit A
                        Page I of I
                       [NOTARY ACKNOWLEDGEMENTS]

                              [To Be Inserted]




1072860v5 29736/0023
                                     ATTACHMENT NO. 4

                                     PROMISSORY NOTE




Principal Sum: Concord, California
$170,000            ,  2008

       FOR VALUE RECEIVED, Lehmer Investment Company, a Nevada corporation (the
"Developer"), promises to pay to the Redevelopment Agency of the City of Concord, a public
body corporate and politic (the "Agency ") the principal sum of One Hundred Seventy Thousand
Dollars ($ 170,000) constituting the "Agency Loan," with interest as provided below.

       1. First Amendment to Disposition and Development Agreement. This Promissory
Note ("Note") is made pursuant to the terms of the First Amendment to Disposition and
Development Agreement entered into between the Developer and the Agency as of
                    2008 ("DDA Amendment").

         2. Interest; Repayment Terms. The Agency Loan shall accrue simple interest at the
rate of three percent (3%) per annum, commencing on the date of execution of this Note, with
interest due and payable monthly, commencing one year after the date of this Note. The first
interest payment shall include all interest accrued during the first year of the Agency Loan term.
The entire principal balance of the Agency Loan, and all unpaid accrued interest, shall be due
and payable, in full, upon the earlier of any resale or other transfer or encumbrance of the 1925
Site, or thirty-six (36) months after the date of this Note. If Developer fails to make any payment
under this Note when due, the delinquent amount. shall bear interest from the date due until the
date paid at the lesser of ten percent (10%) per annum or the maximum rate permitted by law.
Such interest amount shall be in addition to the late charge set forth in Section 3 below.

         3. Late Charge. Developer acknowledges that late payment of amounts owing under
this Note will cause the Agency to incur costs not contemplated by this Note, the exact amount
of such costs being difficult and impractical to assess. Such costs include, without limitation,
processing and accounting charges. Therefore, if any payment under this Note is not received
within ten (10) days of the date due, the Developer agrees to pay to the Agency an additional
amount of Fifty Dollars ($50) as a late charge. The parties agree that the late charge represents a
reasonable sum considering all the circumstances existing at the date of the execution of this
Note and represents a. fair and reasonable estimate of the costs the Agency would incur by reason
of late payment and that proof of actual damages would be costly and inconvenient. Acceptance
of a late charge shall not constitute a waiver of default and shall not prevent the Agency from
exercising any other rights or remedies available to the Agency.

       4. Prepayment. Developer shall have the right to prepay all or a portion of the
principal and interest due under this Note without any charge or penalty being made therefor.

       5. Deed of Trust. This Note is secured by the Deed of Trust of even date herewith
("Deed of Trust").

1072860v5 29736/0023 Attachment No. 4
                             Page 1 of I
        6. Event of Default and Remedies. Upon the occurrence of a default by Developer
hereunder or under the DDA Amendment, the Agency Loan shall become immediately due and
payable and Agency may exercise any or all of its rights and remedies as provided in Section 6
of the DDA Amendment and in the Deed of Trust.

        7. No Offset. Developer hereby waives any rights of offset it now has or may
hereafter have against the Agency, its successors and assigns, and agrees to make the payments
called for herein in accordance with the terms of this Note.

         8. Waiver; Attorneys Fees. Developer, for itself, its heirs, legal representatives,
successors and assigns, waives diligence, presentment, protest, and demand, and notice of
protest, dishonor and non-payment of this Note, and expressly waives any rights to be released
by reason of any extension of time or change in terms of payment, or change, alteration or
release of any security given for the payments hereof, and expressly waives the right to plead any
and all statutes of limitations as a defense to any demand on this Note or agreement to pay the
same, and agrees to pay all costs of collection when incurred, including reasonable attorneys
fees. If an action is instituted on this Note, the undersigned promises to pay, in addition to the
costs and disbursements allowed by law, such sum as a court may adjudge reasonable as
attorneys fees in such action.

        9. Manner and Place of Payment. All payments of principal and interest and any
late charge due under this Note, as well as any additional payments set forth in the Deed of Trust,
shall be payable in lawful money of the United States of America at the office of the Agency as
set forth in Section 7.1 of the DDA Amendment or at such other address as the Agency may
provide to the Developer by Notice in accordance with Section 7.1 of the DDA Amendment.

         10. Assignment . The Agency' s rights under this Note may be assigned by the Agency
in its discretion.

        11. Conflict. If any term or provision of this Note conflicts with any term or
provision of the DDA Amendment, the term or provision of this Note shall control to the extent
of such conflict.

       Executed as of the date first written above.

                                             LEHMER INVESTMENT COMPANY,
                                             a Nevada corporation

                                             By:

                                             Name:

                                             Title:




1072860v5 29736/0023 Attachment No. 4
                             Page 2 of 2
                                    ATTACHMENT NO. 5



Recording Requested By
And When Recorded Mail To:

Redevelopment Agency of the
 City of Concord
1950 Parkside Drive, MS/03
Concord, California 94519
Attn: City Clerk

                                                      This document is exempt from the payment of a recording
                                                      fee pursuant to Government Code § 27383.


        DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT
                       AND FIXTURE FILING (AGENCY)

APN: 126-030-033

         This DEED OF TRUST , ASSIGNMENT OF RENTS , SECURITY AGREEMENT
AND FIXTURE FILING is made as of , 2008 , among LEHMER
INVESTMENT COMPANY, a Nevada corporation ("Trustor"), whose address is 1851 Galindo
Street, Concord, CA 94519, FIRST AMERICAN TITLE COMPANY (" Trustee "), and the
REDEVELOPMENT AGENCY OF THE CITY OF CONCORD, a public body, corporate and
politic ("Beneficiary"), whose address is 1950 Parkside Drive , M/S 1B, Concord , CA 94519.

        Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power
of sale and right of entry and possession, all of Trustor's right, title and interest now owned or
hereafter acquired in and to the real property in Contra Costa County, California, described on
Exhibit A attached hereto and incorporated herein by this reference, together with all buildings,
structures and improvements now existing or hereafter constructed thereon (the "Improvements")
and all other property and interests of any kind or character which may be reasonably necessary
or desirable to promote the present and future beneficial use and enjoyment of such real property
and improvements (the "Property").

        1. Secured Obligations . Trustor makes the grant, conveyance, transfer and
assignment herein for the purpose of securing the following obligations (the "Secured
Obligations"): (a) payment of the sum of One Hundred Seventy Thousand Dollars ($170,000)
with interest thereon according to the terms of a promissory note (the "Note") of even date
herewith, executed by Trustor in favor of Beneficiary or order and any extension or renewals
thereof; (b) payment of such further sums as the then record owner of the Property may borrow
from Beneficiary, when evidenced by a promissory note or notes reciting that they are secured by
this Deed of Trust; and (c) performance of each agreement and obligation of Trustor contained in
the First Amendment to Disposition and Development Agreement by and between Trustor,
Beneficiary and the Concord Redevelopment Agency dated , 2008,
incorporated herein by reference (the "DDA Amendment").
1072860v5 29736/0023
                                          Attachment No. 5
                                             Page I of 1
        2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition
and repair and not remove or demolish any building; (b) complete or restore promptly and in
good and workmanlike manner any building which may be constructed, damaged or destroyed;
(c) pay when due all claims for labor performed and materials furnished; (d) comply with all
laws affecting the Property or requiring any alterations or improvements to be made; (e) not
commit or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune and do all other acts
which from the character or use of the Property may be reasonably necessary.

        3. Insurance . Trustor shall maintain hazard insurance against loss by fire, hazards
included with the term "extended coverage," and any other hazards for which Beneficiary
requires insurance, and liability insurance. The insurance carrier and the insurance policies and
amounts of coverage shall be acceptable to Beneficiary, the policies shall name Beneficiary as a
loss payee or an additional insured, as applicable, the policies shall include Beneficiary as an
additional insured, as applicable, and shall require 30 days' prior notice to Beneficiary before the
policy is modified or terminated.

        4. Defense of Security . Trustor shall appear in and defend any action or proceeding
purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall
pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such
action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by
Beneficiary to foreclose this Deed of Trust.

        5. Payment of Taxes and Liens . Trustor shall pay (a) at least 10 days before
delinquency, all taxes and assessments affecting the Property, including water stock assessments,
subject to Trustor's right to contest in good faith any such taxes or assessments; (b) when due, all
encumbrances, charges and liens, with interest, on the Property, which are or appear to be prior
or superior to this Deed of Trust; and (c) upon demand all costs, fees and expenses of this Deed
of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of
Trust, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to
or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of
Trust: (i) make or do the same in such manner and to such extent as either may deem necessary
to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for
such purposes; (ii) appear in or commence any action or proceeding purporting to affect the
security, or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase, contest or settle
any encumbrance, charge or lien which in the judgment of either appears to be senior to this
Deed of Trust; and (iv) in exercising any such powers, pay allowable expenses, including
attorneys' fees.

        6. Reimbursement of Costs. Trustor shall pay upon demand all sums expended by
Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from
date of expenditure at the maximum rate provided in the Note.

        7. No Waiver. By accepting payment of any sum after its due date, Beneficiary
does not waive its right either to require prompt payment when due of all other sums or declare a
default for failure to pay.



1072860v5 29736/0023
                                            Attachment No. 5
                                               Page 2 of 2
       8. Reconveyance . That upon written request of Beneficiary stating that all sums
secured hereby have been paid, and upon surrender of this Deed of Trust and said note or notes
to Trustee for cancellation and retention or other disposition as Trustee in its sole discretion may
choose and upon payment of its fees, Trustee shall reconvey, without warranty, the property then
held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive
proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

        9. Assignment of Rents. Trustor hereby absolutely and unconditionally assigns to
Beneficiary all of the rents, issues, profits, royalties, revenues, income and other benefits
(collectively, the "Rents") derived from the Property, whether now due, past due or to become
due, and hereby gives to and confers upon Beneficiary, either directly or through a receiver, the
right, power and authority, but not the obligation, to collect the Rents, and to sue, either in the
name of Trustor or Beneficiary, for all such Rents and to apply the same to the indebtedness
secured hereby in such order as Beneficiary may determine in its sole discretion. This
assignment of Rents is intended to create and shall be construed to create an absolute assignment
to Beneficiary of all of Trustor's right, title and interest in the Rents; provided, however, so long
as no default exists by Trustor in the payment of any indebtedness secured hereby, or in any
other covenant contained herein, or in said note or notes or in any other document evidencing or
securing such indebtedness, Trustor shall have the right to collect all Rents from the Property and
to retain, use and enjoy the same. Upon the occurrence of such a default and Trustor's failure to
cure within applicable cure periods, without the necessity of demand or other notice to Trustor or
any other act to enforce Beneficiary's interest pursuant to this assignment, Trustor shall have no
interest whatsoever in the Rents that are received by Trustor after a default, and all such Rents
shall be received and held by Trustor in constructive trust for Beneficiary and delivered promptly
to Beneficiary, or to a court-appointed receiver for the Property, without the necessity for further
notice to, or demand upon, Trustor. Upon the occurrence of such a default and at any time
thereafter during the continuance thereof, Beneficiary may, at its option, send any tenant of the
Property a notice to the effect that: (a) a default has occurred; (b) Beneficiary has elected to
exercise its rights under this assignment; and (c) such tenant is thereby directed to thereafter
make all payments of Rents to or for the benefit of Beneficiary or as Beneficiary shall direct.
Any such tenant shall be entitled to rely upon any notice from Beneficiary and shall be protected
with respect to any payment of Rents made pursuant to such notice, irrespective of whether a
dispute exists between Trustor and Beneficiary with respect to the existence of a default or the
rights of Beneficiary hereunder. Any such tenant shall not be required to investigate or
determine the validity or accuracy of such notice or the validity or enforceability of this
assignment. Trustor hereby agrees to indemnify, defend and hold any such tenant harmless from
and against any and all losses, claims, damages or liabilities arising from or related to any
payment of Rents by such tenant made in reliance on and pursuant to such notice.

        10. Default and Foreclosure . Upon default by Trustor in payment or performance of
any Secured Obligation, Beneficiary may declare all sums secured immediately due and payable
by delivery to Trustee of a declaration of default and demand for sale and of a notice of default
and of a notice of sale, which notice Trustee shall cause to be filed for record. Beneficiary also
shall deposit with Trustee this Deed of Trust, said note or notes and all documents evidencing
expenditures secured by this Deed of Trust. Upon default of any obligation secured by this Deed
of Trust and acceleration of all sums due, Beneficiary may instruct Trustee to proceed with a sale
10728600 29736/0023
                                           Attachment No. 5
                                              Page 3 of 3
of the Property under the power of sale granted in this Deed of Trust, noticed and held in
accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended
from time to time. Trustor waives all rights it may have to require marshaling of assets or to
require sales of assets in any particular order, including any rights under California Civil Code
Sections 2899 and 3433.

        11. Substitution of Trustee . Beneficiary, or any successor in ownership of any
indebtedness secured hereby, may from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder, which instrument
executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of
the county or counties where the Property is situated, shall be conclusive proof of proper
substitution of such successor Trustee or Trustees, who shall, without conveyance from the
Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument
must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and
page where this Deed of Trust is recorded and the name and address of the new Trustee.

        12. Successors and Assigns . This Deed of Trust applies to, inures to the benefit of,
and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors
and assigns. The term "Beneficiary" shall mean the owner and holder, including pledgees, of the
secured note or notes, whether or not named as Beneficiary herein.

        13. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. Trustee is not
obligated to notify any party hereto of pending sale under any other deed of trust or of any action
or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by
Trustee.

         14. Further Assurances . Trustor shall, at its own cost and expense, do, execute,
acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall
from time to time require, for better assuring, conveying, assigning, transferring, and confirming
unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter
so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee,
or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust,
or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and
deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name
of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel
mortgages, or comparable security instruments, to evidence more effectively the lien hereof.
Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to
time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or
evidencing the lien hereof upon any personal property and each instrument of further assurance,
to be filed, registered, or recorded in such manner and in such places as may be required by any
present or future law in order to publish notice of and fully to protect the lien hereof upon, and
the title of Trustee to, the Property encumbered hereby.

      15. Condemnation and Insurance Proceeds . Immediately upon obtaining
knowledge of the institution of any proceedings for the condemnation or other taking of all or

1072860v5 29736/0023
                                           Attachment No. 5
                                              Page 4 of 4
any portion of the Property, or knowledge of any casualty damage to the Property, or damage in
any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby
authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to
adjust and compromise any claim under the insurance policies covering the Property, to appear
in and prosecute any action arising from such insurance policies, to collect and receive insurance
proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such
proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to
incur any expense or take any action hereunder. Trustor hereby authorizes and empowers
Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in and
prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any
condemnation or other taking of all or any part of the Property, whether direct or indirect, and to
settle or compromise any claim in connection with such condemnation or other taking. The
proceeds of any award payment or claim for damages, direct or consequential, in connection with
any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof,
or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The
foregoing powers of attorney are coupled with an interest and are irrevocable. Beneficiary shall,
release all insurance and condemnation proceeds to Trustor to be used to reconstruct the
improvements on the Property provided that Beneficiary determines that such restoration, repair
or rebuilding is economically feasible. If such insurance proceeds are insufficient for such
purposes, Trustor shall make up the deficiency. If the Property is subject to a partial
condemnation or taking, then the proceeds received therefrom shall be applied to restore the
Property taken, provided Beneficiary determines that such restoration is economically feasible
and no default exists under the Note following the expiration of all applicable cure periods. If
the Property is subject to a total condemnation, or if Beneficiary determines that restoration of
the Property is not feasible following a partial condemnation, or if a default exists then the
proceeds from any condemnation award or claim for damages shall be used first to repay all
sums under the Note, with the excess, if any, paid to Trustor. Beneficiary shall be under no
obligation to question the amount of any compensation, awards, proceeds, damages, claims,
rights of action, and payments relating to condemnation or other taking of the Property or insured
casualty affecting the Property, and may accept the same in the amount in which the same shall
be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds
damages or claims arising in connection with such condemnation or taking or such insurance as
Beneficiary may require.

       16. Hazardous Materials.

        (a) Special Representations And Warranties. Without in any way limiting the other
representations and warranties set forth in this Deed of Trust, and after reasonable investigation
and inquiry, Trustor hereby specially represents and warrants to the best of Trustor's knowledge
as of the date of this Deed of Trust as follows:

               (i) Except as previously disclosed to Beneficiary the subject property is not
       and has not been a site for the use, generation, manufacture, storage, treatment, release,
       threatened release, discharge, disposal, transportation or presence of any oil, flammable
       explosives, asbestos, urea formaldehyde insulation, radioactive materials, hazardous
       wastes, toxic or contaminated substances or similar materials, including, without
       limitation, any substances which are "hazardous substances," "hazardous wastes,"
10728600 29736/0023
                                           Attachment No. 5
                                              Page 5 of 5
        "hazardous materials" or "toxic substances" under the Hazardous Materials Laws, as
        described below, and/or other applicable environmental laws, ordinances and regulations
        (collectively, the "Hazardous Materials"). "Hazardous Materials" shall not include
        commercially reasonable amounts of such materials used in the ordinary course of
        operation of the subject property which are used and stored in accordance with all
        applicable environmental laws, ordinances and regulations. -

                (ii) The subject property is in compliance with all laws, ordinances and
        regulations relating to Hazardous Materials ("Hazardous Materials Laws"), including,
        without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the
        Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the
        Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901
        et seq.; the Comprehensive Environment Response, Compensation and Liability Act of
        1980, as amended (including the Superfund Amendments and Reauthorization Act of
        1986, "CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as
        amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as
        amended, 29 U.S.C. Section 651, the Emergency Planning and Community Right-to-
        Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of
        1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, as
        amended, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of
        other jurisdictions or orders and regulations.

                (iii) There are no claims or actions ("Hazardous Materials Claims") pending or
        threatened against Trustor or the subject property by any governmental entity or agency
        or by any other person or entity relating to Hazardous Materials or pursuant to the
        Hazardous Materials Laws.

                (iv) The subject property has not been designated as Border Zone Property
        under the provisions of California Health and Safety Code, Sections 25220 et seq. and
        there has been no occurrence or condition on any real property adjoining or in the vicinity
        of the subject property that could cause the subject property or any part thereof to be
        designated as Border Zone Property.

        (b) Hazardous Materials Covenants. Trustor agrees as follows:

                (i) Trustor shall not cause or permit the subject property to be used as a site
        for the use, generation, manufacture, storage, treatment, release, discharge, disposal,
        transportation or presence of any Hazardous Materials.

              (ii) Trustor shall comply and cause the subject property to comply with all
        Hazardous Materials Laws.

               (iii) Trustor shall immediately notify Beneficiary in writing of. (i) the
        discovery of any Hazardous Materials on, under or about the subject property; (ii) any
        knowledge by Trustor that the subject property does not comply with any Hazardous
        Materials Laws; (iii) any Hazardous Materials Claims; and (iv) the discovery of any
        occurrence or condition on any real property adjoining or in the vicinity of the subject

1072860v5 29736/0023
                                           Attachment No. 5
                                              Page 6 of 6
        property that could cause the subject property or any part thereof to be designated as
        Border Zone Property.

                (iv) In response to the presence of any Hazardous Materials on, under or about
        the subject property, Trustor shall immediately take, at Trustor's sole expense, all
        remedial action required by any Hazardous Materials Laws or any judgment, consent
        decree, settlement or compromise in respect to any Hazardous Materials Claims.

        (c) Inspection By Beneficiary. Upon reasonable prior notice to Trustor, Beneficiary,
its employees and agents, may from time to time (whether before or after the commencement of
a nonjudicial or judicial foreclosure proceeding) enter and inspect the subject property for the
purpose of determining the existence, location, nature and magnitude of any past or present
release or threatened release of any Hazardous Material into, onto, beneath or from the subject
property.

        (d) Hazardous Materials Indemnity. Trustor hereby agrees to defend, indemnify and
hold harmless Beneficiary, its employees, agents, successors and assigns from and against any
and all losses, damages, liabilities, claims, actions, judgments, court costs and legal or other
expenses (including, without limitation, attorneys' fees and expenses) which Beneficiary may
incur as a direct or indirect consequence of the use, generation, manufacture, storage, disposal,
threatened disposal, transportation or presence of Hazardous Materials in, on, under or about the
subject property, unless occasioned by the sole negligence or willful misconduct of Beneficiary.
Trustor shall immediately pay to Beneficiary upon demand any amounts owing under this
indemnity, together with interest at the rate of ten percent (10%) per annum. Trustor's duty and
obligations to defend, indemnify and hold harmless Beneficiary shall survive the release,
reconveyance or partial reconveyance of this Deed of Trust.

        (e) Legal Effect of Section. Trustor and Beneficiary agree that: (i) this Paragraph 16
is intended as Beneficiary's written request for information (and Trustor's response) concerning
the environmental condition of the real property security as required by California Code of Civil
Procedure §726.5; and (ii) each provision in this Paragraph (together with any indemnity
applicable to a breach of any such provision) with respect to the environmental condition of the
real property security is intended by Beneficiary and Trustor to be an "environmental provision"
for purposes of California Code of Civil Procedure §736, and as such it is expressly understood
that Trustor's duty to indemnify Beneficiary hereunder shall survive: (y) any judicial or
non judicial foreclosure under this Deed of Trust, or transfer of the subject property in lieu
thereof, and (z) the release and reconveyance or cancellation of this Deed of Trust.

         17. Severability. If any one or more of the provisions contained in this Deed of Trust
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this
Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein or therein, but only to the extent of such invalidity.

      18. Estoppel Certificate . Trustor shall, within ten (10) days of a written request
from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth


1072860v5 29736/0023
                                            Attachment No. 5
                                               Page 7 of 7
the sums secured by-this Deed of Trust and any right of set-off, counterclaim or other defense
which exists against such sums and the obligations of this Deed of Trust.

        19. California Uniform Commercial Code Security Agreement ; Fixture Filing.
Trustor hereby grants Beneficiary a security interest in all personal property of Trustor located
on the Property and wherever located and used in any way in connection with or in any way
relating to the Property, and whether now owned or hereafter in existence, acquired or created
(including equipment, inventory, goods, documents, instruments, general intangibles, chattel
paper, accounts, accounts receivable, deposit accounts and contract rights), and all fixtures of
Trustor now owned or hereafter in existence, acquired or created on, of or relating to the
Property, and all substitutions, replacements, additions, accessions and proceeds (including
insurance proceeds) of all of the foregoing (collectively, the "Personal Property"). Beneficiary
may file this Deed of Trust, or a reproduction hereof, in the real estate records or other
appropriate index, as a financing statement for the Personal Property. Any reproduction of this
Deed of Trust or of any other security agreement or financing statement shall be sufficient as a
financing statement. In addition, Trustor shall execute and deliver to Beneficiary, upon
Beneficiary's request, any financing statements, as well as extensions, renewals and amendments
thereof, and reproductions of this Deed of Trust in such form as Beneficiary may require to
perfect a security interest with respect to the Personal Property. Trustor shall pay all costs of
filing such financing statements and any extensions, renewals, amendments and releases thereof,
and shall pay all reasonable costs and expenses of any record searches for financing statements
Beneficiary may reasonably require. Without the prior written consent of Beneficiary, Trustor
shall not create or suffer to be created pursuant to the California Uniform Commercial Code any
other security interest in the Personal Property. Upon Trustor's breach of any covenant or
agreement of Trustor contained in this Deed of Trust, including the covenants to pay when due
all sums secured by this Deed of Trust, Beneficiary shall have the remedies of a secured party
under the California Uniform Commercial Code and, at Beneficiary's option, may also invoke
any remedies provided in this Deed of Trust as to the Personal Property. In exercising any of
such remedies, Beneficiary may proceed against the Property and any of the Personal Property
separately or together and in any order whatsoever, without in any way affecting the availability
of Beneficiary's remedies under the California Uniform Commercial Code or the remedies
provided in the Deed of Trust. This Deed of Trust also covers goods which are or which are to
become fixtures on the Property and constitutes and is filed as a fixture filing under the
California Uniform Commercial Code.

        20. Due-On -Sale or Encumbrance . If all or any part of the Property, or any interest
therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a
corporation, partnership, trust, limited liability company or other legal entity), is sold,
transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly,
whether voluntarily or involuntarily or by operational law, Beneficiary may, at Beneficiary's
option, declare all of the sums secured by this Deed of Trust to be immediately due and payable,
and Beneficiary may invoke any remedies permitted by this Deed of Trust.

        21. No Discrimination . The Trustor covenants by and for itself and any successors
in interest that there shall be no discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, sexual preference, age, marital status,
source of income, physical handicap, medical condition, national origin or ancestry in the sale,
1072860v5 29736/0023
                                            Attachment No. 5
                                               Page 8 of 8
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the
Trustor itself or any person claiming under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property. -

        22. Right of Beneficiary to Cure Prior Deeds of Trust or Other Security Interest
Default. In the event of a default or breach by Trustor of a mortgage, deed of trust or other
security interest with respect to the Property, the Beneficiary may cure the default prior to
completion of any foreclosure. In such event, the Beneficiary shall be entitled to reimbursement
from the Trustor of all costs and expenses incurred by the Beneficiary in curing the default
secured by a lien upon the Property to the extent of such costs and disbursements.

        The undersigned Trustor requests that a copy of any Notice of Default and of any Notice
of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth.

                                                       TRUSTOR:

                                                       LEHMER INVESTMENT COMPANY, a
                                                       Nevada corporation

                                                       By:

                                                      Name:

                                                       Title:




10728600 29736/0023
                                          Attachment No. 5
                                             Page 9 of 9
                                              EXHIBIT A

                                 LEGAL DESCRIPTION OF SITE



LEGAL DESCRIPTION
Real property in the City of Concord, County of Contra Costa, State of California, described as
follows:

ALL THAT PORTION OF PARCEL B AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THAT
CERTAIN MAP ENTITLED "PARCEL MAP MSC 8-90", FILED IN THE OFFICE OF THE RECORDER
OF CONTRA COSTA COUNTY ON SEPTEMBER 24, 1990 IN BOOK 148 OF PARCEL MAPS AT PAGE
34, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT OF CURVATURE, SAID POINT BEING AT THE SOUTHWEST CORNER OF
LOT 10 AS SHOWN AND SO DESIGNATED ON THAT CERTAIN MAP ENTITLED "BLUM AND
WITTENMYER" FILED IN THE OFFICE OF THE RECORDER IN SAID COUNTY ON MARCH 26, 1891
IN MAP BOOK F-127, ALSO DESCRIBED IN THE GRANT DEED TO THE R.A.P. LAND COMPANY,
RECORDED ON JANUARY 17, 1960 IN BOOK 9698 OF OFFICIAL RECORDS AT PAGE 616, IN SAID
COUNTY; THENCE ALONG THE ARC OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE
LEFT, FROM WHICH POINT THE CENTER OF SAID CURVE BEARS SOUTH 66° 34' 44" EAST,
THROUGH A CENTRAL ANGLE OF 00° 0604", AN ARC DISTANCE OF 10.02 FEET; THENCE
NORTH 65° 42' 31" WEST 60.82 FEET; THENCE NORTH 24° 17' 30" EAST 260 FEET; THENCE
SOUTH 65° 42' 30" EAST 60.00 FEET TO THE NORTHWEST CORNER OF LOT 14 AS SHOWN AND
SO DESIGNATED ON SAID MAP (F-127) ALSO DESCRIBED IN THE GRANT DEED TO LAGISS, ET
UX, RECORDED ON JULY 22, 1985, IN BOOK 12417 OF OFFICIAL RECORDS AT PAGE 175 IN
SAID COUNTY; THENCE ALONG THE WESTERN LINE OF SAID PARCEL OF LAND (12417 OR 175)
SOUTH 24° 17' 30" WEST 163.84 FEET TO A POINT OF CURVATURE; THENCE ALONG THE ARC
OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE
CENTER OF SAID CURVE BEARS SOUTH 65° 42' 35" EAST, THROUGH A CENTRAL ANGLE OF 00-
52- 08", AN ARC DISTANCE OF 86.13 FEET TO THE POINT OF BEGINNING.

APN: 126-030-033-8




 10728600 29736/0023
                                                  Exhibit A
                       [NOTARY ACKNOWLEDGEMENTS]

                            [TO BE INSERTED]




1072860v5 29736/0023
                                    ATTACHMENT NO. 6


Recording Requested By )
And When Recorded Mail To: )

Redevelopment Agency of the )
City of Concord )
1950 Parkside Drive, MS/03 )
Concord, California 94519 )
Attn: City Clerk )

                                                          (Space Above This Line for Recorder 's Use Only)
                                                       [Exempt from recording fee per Gov. Code § 27383]


              AMENDMENT OF GRANT DEED INCLUDING COVENANTS

        This Amendment of Grant Deed Including Covenants ("Amendment") is made this
day of , 2008 , by and between the REDEVELOPMENT AGENCY OF
THE CITY OF CONCORD, a public body , corporate and politic , of the State of California
(" Grantor"), and LEHMER INVESTMENT COMPANY, a Nevada corporation (" Grantee").

                                            Recitals

        A. By Grant Deed Including Covenants recorded on August 19, 2005 in the Official
Records of Contra Costa County as Instrument No. 2005-0313783-00 ("Original Grant Deed"),
Grantor granted to Grantee's predecessor in interest that certain real property in the City of
Concord, County of Contra Costa, State of California described in Exhibit A attached hereto
("Site"), pursuant to a Disposition and Development Agreement entered into by and between
Grantor and Grantee's predecessor in interest and dated March 23, 2005 ("Original DDA").

       B. Subsequent to recordation of the Original Grant Deed, Grantor and Grantee have
entered into a First Amendment to the Original DDA ("DDA Amendment") dated
                         2008, which, among other things, provides for sale by Grantor to Grantee
of certain real property located at 1925 Market Street, Concord, California, designated as
Assessor's Parcel No. 126 030 033 (" 1925 Site"), modification of the definition of "Excess Sale
Proceeds" and extension of the time period during which Grantee is obligated under the Original
DDA and the Original Grant Deed to pay Excess Sale Proceeds to the Agency.

       C. Pursuant to the terms of the Section 5.2 of the DDA Amendment, Grantor and
Grantee desire to amend the Original Grant Deed as set forth below.

                                          Amendment

         1. Paragraph 5 of the Original Grant Deed, which incorporates provisions of
  paragraph 405 of the Original DDA that have subsequently been amended by the DDA
  Amendment, is hereby amended to read as follows:


1072860v5 29736/0023 Attachment No. 6
                             Page 1 of I
             5. Grantee on behalf of itself and its heirs, executors,
             successors and assigns covenants that it shall comply with all of
             the obligations of the Developer under Section 405 of the DDA
             with respect to the payment of Excess Sale Proceeds to Agency.
             Section 405 of the DDA provides as follows:

                     "405. Payment of Portion of Excess Sale Proceeds to Agency. If
            Developer sells or transfers the Site and/or the 1925 Site or any portion thereof
            other than to an Affiliate of Developer before , 2013 [Insert date
            which is five years after date ofAmendment], then thirty percent (30%) of the
            Excess Sale Proceeds shall be paid to Agency immediately upon the closing of the
            sale or transfer. If an escrow has been opened in connection with the sale or
            transfer, then Developer shall pay to Agency its share of the Excess Sale Proceeds
            through escrow. "Excess Sale Proceeds" means the excess of Net Sale Proceeds
            over the total amount of out-of-pocket hard and soft costs incurred by Developer
            and paid to unrelated third parties in connection with Developer's acquisition of
            the Site and construction of the Improvements thereon, including, but not limited
            to, all City building fees, management fees, attorneys' fees, and any future capital
            expenditures incurred by Developer, and Developer's acquisition of the 1925 Site.
            Costs and expenses incurred by Developer and paid to any Affiliate(s) of
            Developer shall not be included for purposes of calculating Excess Sale Proceeds.
            The determination as to whether Developer has made any such future capital
            expenditures shall be made in accordance with generally accepted accounting
            principals, consistently applied. "Net Sale Proceeds" means the total purchase
            price and all other consideration paid by a future purchaser in connection with the
            purchase and sale of the Site and/or the 1925 Site or portion thereof, from
            Developer, less the actual out-of-pocket closing costs, attorneys' fees, and escrow
            charges paid by Developer and any broker commissions paid by Developer to
            unrelated third parties in connection with such purchase and sale.

                    Prior to requesting issuance of a Certificate of Completion, Developer
            shall submit to, and obtain Agency's Executive Director approval of, the total
            amount of hard and soft costs incurred by Developer and paid to unrelated third
            parties in connection with Developer's acquisition of the Site and construction of
            the Improvements thereon and acquisition of the 1925 Site. Developer's submittal
            shall include a full accounting by line item of such hard and soft costs, together
            with such supporting documentation as may be reasonably requested by Agency's
            Executive Director, including copies of invoices and cancelled checks or other
            verification of payment. Agency Executive Director's approval of the total
            amount of Developer's hard and soft cost expenditures shall not be unreasonably
            withheld or delayed."

       2. Pursuant to Section 5.2 of the DDA Amendment, Grantor and Grantee desire to
 amend paragraph 7.b. of the Original Grant Deed, as follows:

                   b. The covenants pertaining to Grantee's payment of a
                   portion of Excess Sale Proceeds to Grantor, as set forth in


1072860v5 29736/0023 Attachment No. 6
                             Page 2 of 2
                paragraph 5 shall remain in effect until , 2013
                [Insert date five years after date of execution of DDA
                Amendment].


                          [Signatures on following page]




1072860v5 29736/0023 Attachment No. 6
                               Page 3 of 3
IN WITNESS WHEREOF, Grantor and Grantee have caused this Amendment to be executed on
their behalf by their respective officers thereunto duly authorized this day of
                   , 2008.

                                               GRANTOR:

                                               REDEVELOPMENT AGENCY OF THE CITY
                                               OF CONCORD, a public body, corporate and
                                               politic

Dated: , 2008 By:
                                                   Edward R. James, Acting Executive Director

ATTEST:


Mary Rae Lehman, Agency Secretary


APPROVED AS TO FORM:


Craig Labadie , Agency Counsel

       The provisions of this Amendment are hereby approved and accepted.

                                               GRANTEE:

                                               LEHMER INVESTMENT COMPANY, a
                                               Nevada corporation

Dated: 12008 By:
                 Print Name:
              - Its:

                                               By:
                                               Print Name:
                                               Its:




1072860v5 29736/0023 Attachment No. 6
                             Page 4 of 4
                                              EXHIBIT A

                                 LEGAL DESCRIPTION OF SITE

LEGAL DESCRIPTION
Real property in the City of Concord, County of Contra Costa, State of California, described as
follows:

ALL THAT PORTION OF PARCEL B AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THAT
CERTAIN MAP ENTITLED "PARCEL MAP MSC 8-90", FILED IN THE OFFICE OF THE RECORDER
OF CONTRA COSTA COUNTY ON SEPTEMBER 24, 1990 IN BOOK 148 OF PARCEL MAPS AT PAGE
34, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT OF CURVATURE, SAID POINT BEING AT THE SOUTHWEST CORNER OF
LOT 10 AS SHOWN AND SO DESIGNATED ON THAT CERTAIN MAP ENTITLED "BLUM AND
WITTENMYER" FILED IN THE OFFICE OF THE RECORDER IN SAID COUNTY ON MARCH 26, 1891
IN MAP BOOK F-127, ALSO DESCRIBED IN THE GRANT DEED TO THE R.A.P. LAND COMPANY,
RECORDED ON JANUARY 17, 1960 IN BOOK 9698 OF OFFICIAL RECORDS AT PAGE 616, IN SAID
COUNTY; THENCE ALONG THE ARC OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE
LEFT, FROM WHICH POINT THE CENTER OF SAID CURVE BEARS SOUTH 66° 34' 44" EAST,
THROUGH A CENTRAL ANGLE OF 00° 0604", AN ARC DISTANCE OF 10.02 FEET; THENCE
NORTH 65° 42' 31" WEST 60.82 FEET; THENCE NORTH 24° 17' 30" EAST 260 FEET; THENCE
SOUTH 65° 42' 30" EAST 60.00 FEET TO THE NORTHWEST CORNER OF LOT 14 AS SHOWN AND
SO DESIGNATED ON SAID MAP (F-127) ALSO DESCRIBED IN THE GRANT DEED TO LAGISS, ET
UX, RECORDED ON JULY 22, 1985, IN BOOK 12417 OF OFFICIAL RECORDS AT PAGE 175 IN
SAID COUNTY; THENCE ALONG THE WESTERN LINE OF SAID PARCEL OF LAND (12417 OR 175)
SOUTH 24° 17' 30" WEST 163.84 FEET TO A POINT OF CURVATURE; THENCE ALONG THE ARC
OF A NON-TANGENT 5679.58 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE
CENTER OF SAID CURVE BEARS SOUTH 65° 42' 35" EAST, THROUGH A CENTRAL ANGLE OF 00°
52' 08", AN ARC DISTANCE OF 86.13 FEET TO THE POINT OF BEGINNING.

APN: 126-030-033-8




1072860v5 29736/0023 Exhibit A
                        Page 1 of I
                       [NOTARY ACKNOWLEDGEMENTS]

                              [To Be Inserted]




1072860v5 29736/0023
                                     ATTACHMENT NO. 7

                                  ASSIGNMENT OF LEASE

       This Assignment of Lease ("Assignment") is made as of , 2008, by and
between the Redevelopment Agency of the City of Concord, a public body corporate and politic
("Assignor"), and Lehmer Investment Company, a Nevada corporation ("Assignee").

                                               RECITALS

       A. Assignor's predecessor-in-interest, Southern Pacific Transportation Company, and
R.A.P. Land Company entered into that certain Commercial Lease dated as of February 14, 1980
("Lease") for the premises located at 1925 Market Street in the City of Concord, County of
Contra Costa, State of California.

        B. Concurrently herewith, Assignor is conveying to Assignee by grant deed its fee
interest in the property located at 1925 Market Street, pursuant to the terms of that certain First
Amendment to Disposition and Development Agreement between the parties dated as of
              , 2008 ("DDA Amendment").

        C. Assignor desires by this Assignment to assign all of Assignor's right, title and
interest in and to the Lease to Assignee, and Assignee desires to assume such right, title and
interest in and to the Lease, pursuant to the terms of the DDA Amendment and this
Assignment.

       NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

        1. Assignment. Assignor hereby assigns all of its rights, interests and obligations
under the Lease to Assignee.

        2. Assumption. Assignee hereby accepts the foregoing assignment and assumes and
agrees to perform all of Assignor's obligations under the Lease.

         3. Indemnity. Assignee shall defend, indemnify and hold harmless Assignor and its
affiliates for, from and against any and all claims, demands and liability arising under the Lease
which accrue hereafter due to the failure of Assignee to perform or otherwise comply with all of
the terms and agreements of Assignor under the Lease. Assignor shall defend, indemnify and
hold harmless Assignee for, from and against any and all claims, demands and liability arising
under the Lease prior to the date of this Assignment due to the failure of Assignor to perform or
otherwise comply with all of the terms and agreements of Assignor under the Lease.

        4. Prevailing Party. In the event of any litigation between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or concerning the meaning or
interpretation of any provision contained herein, the losing party shall pay the prevailing party's
costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees
and expenses.



1072860v5 29736/0023 Attachment No. 7
                             Page 1 of I
       5. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.

        6. Successors. This Assignment shall be binding on and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors-in-interest and assigns. Assignee
shall not be entitled to assign its obligations under this Assignment without the prior written
consent of Assignor. No assignment of Assignee's obligations under this Assignment with
Assignor's consent shall release Assignee from its primary obligation to fully perform all
obligations to Assignor under this Assignment prior to and after the date of the assignment.

       7. Severability. If any part of this Assignment is determined to be illegal or
unenforceable, all other parts shall be given effect separately and shall not be affected by such
determination.

       8. Notices. All notices and other communications hereunder shall be made by
overnight courier service, fax with confirmed receipt or by United States Certified Mail, Return
Receipt Requested, to the following addresses:

       If to Assignor: Redevelopment Agency of the
                             City of Concord
                             1950 Parkside Drive
                             Concord, California 94519
                             Attn: John Montagh

       If to Assignee: Lehmer Investment Co.
                            626 Banbury Court
                            Walnut Creek, CA 94598

        9. Counterparts. This Assignment may be executed in any number of counterparts,
each of which shall be deemed an original and all of which taken together shall constitute one
and the same agreement.

       10. Amendments. This Assignment may be amended only by a written agreement
executed by all of the parties hereto.

       11. Time of Essence. Time is of the essence of this Assignment.




1072860v5 29736/0023 Attachment No. 7
                             Page 2 of 2
       IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment of
Lease as of the date first above written.

                                         ASSIGNOR:

                                         REDEVELOPMENT AGENCY OF THE
                                         CITY OF CONCORD, a public body,
                                         corporate and politic


Dated: , 2008 By:
                Edward R. James, Acting Executive Director

ATTEST:


Mary Rae Lehman, Agency Secretary


APPROVED AS TO FORM:


Craig Labadie, Agency Counsel
                                         ASSIGNEE:
                                         LEHMER INVESTMENT COMPANY, a
                                         Nevada corporation



                                         By:
                                               Carolyn Anderson, President




1072860v5 29736/0023 Attachment No. 7
                             Page 3 of 3
                                        Attachment 4




DISPOSITION AND DEVELOPMENT AGREEMENT

              by and between the

       REDEVELOPMENT AGENCY
       OF THE CITY OF CONCORD

                      and


   ANDERSON LEHMER INVESTMENT, LLC

          1905 Market Street Property

          Dated : March 23, , 2004
                                                    TABLE OF CONTENTS

                                                                                                                                          Page
 100. DEFINITIONS; REPRESENTATIONS AND WARRANTIES .........................................2
            101. Definitions ................................................................................................................2
            102. Representations and Warranties ...............................................................................5
                      102.1         Agency Representations ............................................................................5
                                    a.  Authority ..........................................................................................5
                                    b.  No Conflict .......................................................................................5
                                    c.  No Litigation or Other Proceeding .................:.................................5
                      102.2         Developer's Representations .....................................................................5
                                   a.   Authority ..........................................................................................6
                                   b.   No Conflict .......................................................................................6
                                   c.   No Litigation or Other Proceeding ..................................................6
                                   d.   No Developer Bankruptcy ...............................................................6
                      102.3        Limitation on Change in Ownership, Management and Control of
                                   Developer ..................................................................................................6
                                   a.   Consent Required .............................................................................6
                                   b.   Permitted Transfers ..........................................................................7
                      102.4        Financing Plan and Construction Contract Requirements ........................7
200. AGENCY DISPOSITION OF THE SITE TO DEVELOPER ............................................ 8
       201. Purchase and Sale of the Site ...................................................................................8
       202. Escrow ......................................................................................................................9
              202.1 Costs of Escrow ........................................................................................9
              202.2 Escrow Instructions ...................................................................................9
              202.3 Authority of Escrow Agent .......................................................................9
                                  a. Title Policy .......................................................................................9
                                  b. Endorsements ...................................................................................9
                                  c. Fees ..................................................................................................9
                                  d. Disbursement ...................................................................................9
                                  e. Memorandum of Agreement ............................................................9
                                  f. Other Actions .................................................................................10
                                  g. Additional Documents ...................................................................10
                                  h. Closing Statement ..........................................................................10
                 202.4 Closing ....................................................................................................10
                 202.5 Closing Procedure ............................... ..................................10
                          a. Grant Deed .....................................................................................10
                          b. Memorandum of Agreement ..........................................................10
                         c. Purchase Price ................................................................................10
                         d. Title Policy .....................................................................................10
                         e. Informational Reports ....................................................................10
                         f. FIRPTA Certificate ........................................................................10
                         g. Accounting .....................................................................................10
          203. Review of Title ......................................................................................................11
                         a. Redevelopment Plan ......................................................................11
                         b. Tax Liens .......................................................................................11


487595v6 29736/0016
                                                     TABLE OF CONTENTS
                                                         (Continued)

                                                                                                                                         Page

                            c. Utility Easements ...........................................................................11
                            d. Incidental Easements .....................................................................11
                            e. Grant Deed ..................................................................................... I 1
                            f. Memorandum of Agreement ..........................................................11
                            g. Developer Matters .......................................................................... I 1
                            h. Other Exceptions ............................................................................11
           204. Title Insurance .......................................................................................................12
           205. Conditions Precedent to Closing ............................................................................12
                  205.1 Agency' s Conditions Precedent to Closing ............................................. 12
                           a. Purchase Price ................................................................................12
                           b. Signature's Acquisition of Downtown Site ....................................12
                           c. Downtown Site Entitlements ......................................................... 12
                           d. Financing Plan ...............................................................................12
                           e. Construction Contracts ...................................................................12
                           f. Manufacturer Approval ...........................................:......................12
                           g. Permits and Land Use Approvals ..................................................12
                           h. Design Review ...............................................................................13
                           i. No Default ......................................................................................13
                          j. Execution of Documents ................................................................ 13
                           k. Insurance ........................................................................................ 13
                           1. Approval of Physical Condition .....................................................13
                  205.2 Developer ' s Conditions Precedent to Closing .........................................13
                           a. Approval of Physical Condition ..................................................... 13
                          b. Downtown Site Entitlements ......................................................... 13
                          c. Signature' s Acquisition of Downtown Site ....................................13
                          d. Downtown Site Lease .................................................................... 13
                          e. Manufacturer Approval .................................................................. 14
                          f. Permits and Land Use Approvals .................................................. 14
                          g. No Default ......................................................................................14
                          h. Execution of Documents ................................................................14
                          i. Review and Approval of Title ........................................................14
          206. Property Taxes and Assessments ...........................................................................14
          207. Condition of the Site ..............................................................................................14
                 207.1 Investigation of Site ................................................................................14
                 207.2 No Further Warranties As To Site; Release of Agency ..........................15
          208. Developer' s Obligations with Respect to Hazardous Materials After
                    Conveyance ............................................................................................................ 16
                    208.1 Environmental Inquiries ..........................................................................16
                    208.2 Environmental Indemnification .............................................................. 16
300. DEVELOPMENT OF THE SITE ......................................................................................17
       301. Scope of Development ...........................................................................................17

                                                                     ii
487595v6 29736/0016
                                                 TABLE OF CONTENTS
                                                     (Continued)

                                                                                                                                   Page

         302. Permits and Approvals .................................................................................... .......17
         303. Schedule of Performance .......................................................................................17
         304. Design Review .......................................................................................................17
                304.1 Basic Concept Drawings .......................................................
                304.2 Design Development Drawings ..............................................................17
                304.3 Construction Drawings and Related Documents ....................................18
                304.4 Agency Review and Approval ................................................................ 18
                304.5 Revisions .................................................................................................18
                304.6 Consultation and Coordination ...............................................................19
                304.7 Defects in Plans .......................................................................................19
         305. Cost of Construction ..............................................................................................19
         306. Insurance Requirements .........................................................................................19
         307. Rights of Access ....................................................................................................20
         308. Compliance With Laws; Indemnity; Waiver .........................................................20
         309. Taxes and Assessments ..........................................................................................21
         310. Project Sign ............................................................................................................21
         311. Liens and Stop Notices ..........................................................................................21
         312. Right of Agency to Satisfy Other Liens on the Site After Closing ........................ 22
         313. Certificate of Completion ......................................................................................22
         314. Mortgage, Deed of Trust, Sale and Lease-Back Financing ...................................22
                314.1 Mortgages, Deeds of Trust, or Sale and Lease-Back for
                           Development ...........................................................................................22
                   314.2 Holder Not Obligated to Construct Improvements .................................23
                   314.3 Notice of Default to Mortgagee or Deed of Trust Holders; Right
                           to Cure .....................................................................................................23
                   314.4 Right of Agency to Cure Mortgage or Deed of Trust Default ................23
400. COVENANTS, RESTRICTIONS AND AGREEMENTS ................................................23
        401. Use Covenants .......................................................................................................23
        402. Maintenance Covenants .........................................................................................24
                         a. Landscape Maintenance .................................................................24
                        b. Clean-Up Maintenance ..................................................................24
                         c. Maintenance Required by Law ......................................................24
                         d. Chemicals and Pesticides ...............................................................25
                         e. Improvements ................................................................................25
                         f. Failure to Maintain Improvements .................................................25
        403. Nondiscrimination Covenants ................................................................................25
        404. Minimum Project Cost ........................................................ 26
        405. Payment of Portion of Excess Sale Proceeds to Agency .......................................27
        406. Effect of Violation of the Terms and Provisions of this Agreement After
               Completion of Construction ...................................................................................27



487595v6 29736/0016
                                                 TABLE OF CONTENTS
                                                     (Continued)

                                                                                                                                 Page

500. DEFAULTS AND REMEDIES ........................................................................................28
       501. Default Remedies ...................................................................................................28
       502. Institution of Legal Actions ...................................................................................28
       503. Termination ............................................................................................................28
       504. Option to Purchase .................................................................................................28
                        a. Failure to Commence Construction ...............................................29
                        b. Failure to Diligently Prosecute Construction to Completion.........29
                        c. Abandonment .................................................................................29
                        d. Unauthorized Sale or Transfer .......................................................29
                        e. Failure to Expend Minimum Project Cost .....................................29
       505. Acceptance of Service of Process ...........................
       506. Rights and Remedies Are Cumulative ...................................................................30
       507. Inaction Not a Waiver of Default ...........................................................................30
600. GENERAL PROVISIONS ................................................................................................30
       601. Notices, Demands and Communications Between the Parties ..............................30
       602. Enforced Delay; Extension of Times of Performance ...........................................31
       603. Successors and Assigns ..........................................................................................31
       604. Memorandum of Agreement ..................................................................................32
       605. Relationship Between Agency and Developer ......................................................32
       606. Agency Approvals and Actions .............................................................................32
       607. Counterparts ...........................................................................................................32
       608. Integration ..............................................................................................................32
       609. Brokerage Agencies ...............................................................................................32
       610. Titles and Captions ................................................................................................32
       611. Interpretation .......................................................................................................... 33
      612. No Waiver ..............................................................................................................33
      613. Modifications ..............................:..........................................................................33
      614. Severability ............................................................................................................33
      615. Computation of Time .............................................................................................33
      616. Legal Advice ..........................................................................................................33
      617. Time of Essence .....................................................................................................33
      618. Cooperation ............................................................................................................33
      619. Conflicts of Interest ................................................................................................34
      620. Time for Acceptance of Agreement by Agency ....................................................34
      621. Developer's Indemnity ...........................................................................................34
      622. Nonliability of Officials and Employees of Agency ..............................................34
      623. Assignment by Agency ..........................................................................................35
      624. Applicable Law ......................................................................................................35




                                                                  iv
487595v6 29736/0016
                               ATTACHMENTS


Attachment No. I      Site Map to be Inserted

Attachment No. 2      Site Legal Description to be Inserted

Attachment No. 3      Scope of Development

Attachment No. 4      Schedule of Performance

Attachment No. 5      Memorandum of Disposition and Development Agreement

Attachment No. 6      Grant Deed (Including Covenants)

Attachment No. 7      Certificate of Completion




                                        v
487595v6 29736/0016
                      DISPOSITION AND DEVELOPMENT AGREEMENT


         THIS DISPOSITION AND DEVELOPMENT AGREEMENT (" Agreement") dated as of
this 23rdday of March , 2004, the date of last execution of this Agreement by each
of the parties indicated on the signature page hereof , is entered into by and between the
REDEVELOPMENT AGENCY OF THE CITY OF CONCORD, a public body corporate and
politic ("Agency"), and ANDERSON LEHMER INVESTMENT, LLC, a California limited
liability company (" Developer").

                                         RECITALS

        The following recitals are a substantive part of this Agreement; capitalized terms used
herein and not otherwise defined are defined in Section 100 of this Agreement:

         A. The purpose of this Agreement is to effectuate the Redevelopment Plan for the
Redevelopment Project Area by providing for sale by Agency to Developer of that certain real
property located at 1905 Market Street, APN 126-030-032, which is approximately 3.367 acres
in size ("Site") as depicted on the Site Map attached hereto as Attachment No. I and more
particularly described in the Site Legal Description attached hereto as Attachment No. 2, so that
Developer may relocate its auto dealership from the City's downtown area.

         B. Agency desires to enter into this Agreement because, pursuant to the Community
Redevelopment Law and the Redevelopment Plan, such actions will help to eliminate blight in
the Redevelopment Project Area, increase the housing opportunities within the Redevelopment
Project Area, generate additional taxes with which the community can increase and improve the
supply of low- and moderate-income housing and assist in providing an environment for the
social, psychological and economic growth and well-being of the citizens of the City.

        C. Agency is authorized and empowered under the Community Redevelopment Law
and the Redevelopment Plan to enter into agreements for the acquisition, disposition and
development of real property and otherwise to assist in the redevelopment of real property within
the Redevelopment Project Area in conformity with the Redevelopment Plan; to acquire real and
personal property in the Redevelopment Project Area; to receive consideration for the provision
by Agency of redevelopment assistance; to make and execute contracts and other instruments
necessary or convenient to the exercise of -its powers; and to incur indebtedness to finance or
refinance the Redevelopment Project.

       D. Agency and Developer desire to enter into this Agreement in order to set forth the
terms and conditions relating to the Agency's disposition of the Site to Developer and the
development, use and maintenance of the Project by Developer.

        E. The fulfillment of this Agreement is in the vital and best interests of the City and
the health, safety and welfare of its residents and in accord with the provisions of applicable
federal, state and local law.




487595v6 29736/0016
                                        AGREEMENT

         NOW, THEREFORE, Agency and Developer hereby agree as follows:

100. DEFINITIONS; REPRESENTATIONS AND WARRANTIES

         101. Definitions.

         "Affiliate ofDeveloper " means an entity or entities in which Developer, or Developer's
managing members or the heirs of such managing members, retain more than fifty percent (50%)
in the aggregate , directly or indirectly , of the ownership or beneficial interest and retains full
management and control of the transferee entity or entities, either directly or indirectly through
another entity, subject only to major events requiring the consent or approval of the other owners
of such entity.

        "Agency" means the Redevelopment Agency of the City of Concord, a public body,
corporate and politic, exercising governmental functions and powers and organized and existing
under Chapter 2 of the Community Redevelopment Law of the State of California, and any
assignee of or successor to its rights, powers and responsibilities.

         "Agency's Conditions Precedent to Closing" is defined in Section 205.1 hereof.

       "Agreen: ent" means this Disposition and Development Agreement between Agency and
Developer.

         "Basic Concept Drawings" is defined in Section 304.1 hereof.

         "Certificate of Completion " means the document which evidences Developer's
satisfactory completion of construction and installation of the Improvements , as set forth in
Section 313 hereof, in the form of Attachment No. 7 hereto.

         "City" means the City of Concord , a California municipal corporation.

         "Closing" is defined in Section 202.4 hereof.

         "Closing Date " is defined in Section 202.4 hereof.

         "Commence Construction" is defined in Section 504 hereof.

        "Commencement of Operations" means that the new automobile dealership to be
established and operated by Developer on the Site has substantial new automobile inventory and
is open to the public for the sale of such new automobiles.

         "Community Redevelopment Law" means the Community Redevelopment Law of the
State of California (Health and Safety Code Section 33000 , et seq. ).

         "Condition of Title" is defined in Section 203 hereof

         "Construction Drawings" is defined in Section 304.3 hereof.

                                                  2
487595v6 2973610016
         "Conveyance" means the conveyance of fee title to the Site by Agency to Developer.

         "Date ofAgreement" means the date first set forth above.

         "Default" means the failure of a party to perform any action or covenant required by this
Agreement within the time periods provided herein following Notice and opportunity to cure, as
set forth in Section 501 hereof.

         "Deposit" is defined in Section 201 hereof.

         "Design Development Drawings" is defined in Section 304.2 hereof.

        "Developer" means Anderson Lehmer Investment, LLC, a limited liability company, and
its permitted assignees and transferees under this Agreement.

         "Developer's Conditions Precedent to Closing" is defined in Section 205.2 hereof.

         "Developer's Environmental Consultant" is defined in Section 207.1 hereof.

         "Developer's Environmental Report" is defined in Section 207.1 hereof.

        "Downtown Site" means the improved real property at 1851 Galindo Street, currently
owned by Lehmer's Investment Company, a Nevada corporation, which is under contract for sale
to Signature Properties.

         "Escrow" is defined in Section 202 of this Agreement.

         "EscrowvAgent" is defined in Section 202 of this Agreement.

         "Exceptions" is defined in Section 203 of this Agreement.

         "Excess Sale Proceeds" is defined in Section 405 hereof.

        "Governmental Requirements" means all laws, ordinances, statutes, codes, rules,
regulations, orders and decrees, of the United States, the State of California, the County of
Contra Costa, the City, or any other political subdivision in which the Site is located, and of any
other political subdivision, agency or instrumentality exercising jurisdiction over Agency,
Developer or the Site.

        "Grant Deed" means the Grant Deed (Including Covenants) for the Conveyance of the
Site from Agency to Developer attached hereto as Attachment No 6.

        "Hazardous Materials" means any substance, material, or waste which is of becomes
regulated by any local governmental authority, the State of California, or the United States
Government, including any material or substance which is: (i) defined as a "hazardous waste,"
"extremely hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117 or
25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a "hazardous
substance" under Section 25316 of the California Health and Safety Code, Division 20,

                                                  3
487595v6 29736/0016
Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as a
"hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the
California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release
Response Plans and Inventory); (iv) defined as a "hazardous substance" under Section 25281 of
the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls;
(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to
Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20;
(ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act
(33 U.S.C. § 1317); (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); or (xi) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601, et seq., as the foregoing statutes and
regulations now exist or may hereafter be amended.

        "Imnprovements" means the approximately 39,000-square-foot new automobile showroom
and ancillary automobile service facility including franchise display areas and entrances, and
appurtenant on-site and off-site improvements including landscaping and lighting to be
constructed and installed by Developer as set forth herein and in the Scope of Development.

         "Maintenance Standards" is defined in Section 402 hereof.

        "Memorandum ofAgreement" means the Memorandum of Agreement in the form
attached hereto as Attachment No. 5.

         "Net Sale Proceeds" is defined in Section 405 hereof.

         "Notice" means a notice in the form prescribed by Section 601 hereof.

         "Outside Date" is defined in Section 202.4 hereof.

         "Pre-Approved Exceptions "'is defined in Section 203 of this Agreement.

        "Pro Forma" shall mean the pro forma model to be submitted by Developer to Agency in
connection with Developer's Financing Plan submittal.

         "Project" means the Site and the Improvements to be constructed by Developer on the
Site as set forth herein.

         "Purchase Price" is defined in Section 201 hereof.

        "Redevelopment Plan" means the Central Concord Redevelopment Plan adopted by
Ordinance No. 991 of the City Council of the City on November 25, 1974, as amended, and
incorporated herein by reference.

         "Report" is defined in Section 203 hereof.




                                                 4
487595v6 29736/0016
         "Schedule of Performance"means the Schedule of Performance attached hereto as
Attachment No. 4, setting out the dates and/or time periods by which certain obligations set forth
in this Agreement must be accomplished.

        "Scope of Development" means the Scope of Development attached hereto as Attachment
No. 3, which describes the scope, amount and quality ofthe work of Improvements to be
constructed and installed by Developer.

         "Signature Properties"" means Signature Properties , Inc., a California corporation.

         "Site" is defined in Recital A.

         "Site Legal Description" means the description of the Site attached hereto as Attachment
No. 2.

         "Site Map" means the map of the Site attached hereto as Attachment No. 1.

         "Title Company" is defined in Section 203 hereof.

         "Title Policy" is defined in Section 204 hereof.

         102.    Representations and Warranties.

                 102.1 Agency Representations . Agency represents and warrants to Developer
as follows:

                        a. Authority. Agency is a public body, corporate and politic,
existing pursuant to the Community Redevelopment Law, which has been authorized to transact
business pursuant to action of the City. Agency has full right, power and lawful authority to
perform its obligations hereunder and the execution, performance and delivery of this Agreement
by Agency has been fully authorized by all requisite actions on the part of Agency.

                       b. No Conflict. Agency's execution, delivery and performance of its
obligations under this Agreement will not constitute a default or a breach under any contract,
agreement or order to which Agency is a party or by which it is bound.

                       c. No Litigation or Other Proceeding . To the best of Agency's
knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding
or has been threatened which would prevent, hinder or delay the ability of Agency to perform its
obligations under this Agreement.

                Until the expiration or earlier termination of this Agreement, Agency shall, upon
learning of any fact or condition which would cause any of the warranties and representations in
this Section 102.1 not to be true, immediately give Notice of such fact or condition to Developer.

               102.2 Developer' s Representations . Developer represents and warrants to
Agency as follows:



                                                  5
487595v6 29736/0016
                       a. Authority. Developer is a limited liability company duly
organized within and in good standing under the laws of the State of California, and qualified to
do business in the State of California. The copies of the documents evidencing the organization
of Developer which have been delivered to Agency are true and complete copies of the originals,
as amended to the Date of Agreement. Developer has full right, power and lawful authority to
undertake all obligations as provided herein and the execution, performance and delivery of this
Agreement by Developer has been fully authorized by all requisite actions on the part of
Developer.

                        b. No Conflict. Developer's execution, delivery and performance of
its obligations under this Agreement will not constitute a default or a breach under any contract,
agreement or order to which Developer is a party or by which it is bound.

                        c. No Litigation or Other Proceeding. To the best of Developer's
knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding
or has been threatened which would prevent, hinder or delay the ability of Developer to perform
its obligations under this Agreement or under the agreement between Developer and Signature
Properties concerning the purchase and sale of the Downtown Site.

                     d. No Developer Bankruptcy . Developer is not the subject of any
bankruptcy proceeding.

                Until the expiration or earlier termination of this Agreement, Developer shall,
upon learning of any fact or condition which would cause any of the warranties and
representations in this Section 102.2 not to be true, immediately give Notice of such fact or
condition to Agency.

                102.3 Limitation on Change in Ownership , Management and Control of
Developer. The qualifications and identity of the Developer are of particular concern to the
Agency. It is because of those unique qualifications and identity that the Agency has entered
into this Agreement with the Developer. Agency has considered the unique qualifications and
identity of Developer, including the past and current financial performance of Developer's auto
dealership operations at Developer's current dealership location and the projected future financial
performance of Developer's auto dealership operations at the Site, in negotiating the financial
terms of this Agreement including the Purchase Price to be paid by Developer for the Site. No
voluntary or involuntary successor in interest of Developer shall acquire any interest in the
Project or any rights or powers under this Agreement, except as expressly set forth herein.

                        a. Consent Required . Prior to issuance of the Certificate of
Completion, Developer shall not, except as hereinafter provided, assign or transfer this
Agreement or the Project or any portion thereof or interest therein, or any rights hereunder
without the prior written approval of Agency's Executive Director.

                        Agency's Executive Director shall approve or disapprove any requested
transfer, assignment or refinancing within fifteen (15) business days after receipt of a written
request for approval from Developer, together with such documentation as may be reasonably
required by Agency's Executive Director to evaluate the proposed transaction and the proposed


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assignee's experience and qualifications, including the proposed assignment and assumption
agreement by which the assignee expressly agrees to assume all rights and obligations of
Developer under this Agreement arising after the effective date of the assignment, and in which
the assignee agrees to assume, or Developer expressly remains responsible for, all performance
and obligations of Developer arising prior to the effective date of the assignment. Assignments
for financing purposes shall be subject to reasonable review and approval by Agency's Executive
Director in accordance with this Section 102.3 and with the requirements of Section 314.1,
below. Transfers or assignments for other than financing purposes shall be subject to review and
approval by Agency's Executive Director in his sole, absolute discretion without any obligation
whatsoever to Developer of any kind or character, including any obligation to reasonably
consider the proposed transfer or assignment in good faith or otherwise, and any such decision
by the Executive Director shall be conclusive and binding on Developer with respect to
Developer's ability to consummate the proposed transfer or assignment.

                       The assignment and assumption agreement shall be in a form reasonably
acceptable to Agency's legal counsel. No later than the date the assignment becomes effective,
Developer shall deliver to Agency a fully executed counterpart of the assignment and assumption
agreement.

                        b. Permitted Transfers . Notwithstanding any other provision of this
Agreement to the contrary, Agency approval of a transfer or assignment of this Agreement or the
Project or any interest therein shall not be required in connection with any of the following:

                                i. Subject to Developer submitting the assignment and
                 assumption agreement referred to above and the approval of such agreement by
                 Agency, any transfer or assignment of the Project or any interest therein to an
                 Affiliate of Developer;

                                ii. Transfers resulting from the death or mental or physical
                 incapacity of any member of Developer;

                                 iii. The granting of temporary or permanent easements or
                 permits to facilitate development of the Project; and

                                 iv. Any assignment for financing purposes (subject to such
                 financing being considered and approved by Agency pursuant to Section 314.1
                 below), including the grant of a deed of trust, assignment of rents and security
                 agreement to secure the funds necessary for construction and permanent financing
                 of the Project.

                    Developer shall give at least fifteen (15) days prior written Notice to
Agency of an assignment or transfer under clause i, ii, iv or v above.

                102.4 Financing Plan and Construction Contract Requirements . Within the
times provided in the Schedule of Performance, Developer shall, at its sole cost and expense,
prepare and submit to Agency a financing plan, including a detailed Pro Forma demonstrating
the financial viability of the Project and setting out in detail Developer's plan for financing the
costs of construction and development of the Improvements ("Financing Plan"). Developer's

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487595v6 29736/0016
Financing Plan shall include evidence, satisfactory to Agency's Executive Director in his or her
reasonable discretion, that Developer has a viable plan to secure debt and equity commitments
sufficient to insure completion of the Project. Agency's Executive Director's approval of
Developer's Financing Plan shall not be unreasonably withheld or delayed. The Executive
Director's failure to approve Developer's Financing Plan within the time set forth in the Schedule
of Performance shall be deemed approval of the Financing Plan, provided Developer (i) has
included a statement to that effect in its notice to the Agency, (ii) has provided copies of said
notice to Agency counsel and the City of Concord City Attorney at the addresses listed in
Section 601, and (iii) has provided in a timely manner all other information reasonably requested
by the Agency in connection with Developer's request.

                 In addition to the Financing Plan, Developer shall, within the times provided in
the Schedule of Performance, deliver to Agency's Executive Director (i) certified copies of
binding loan commitment letter(s) from the construction loan lender(s) identified in Developer's
Financing Plan or from other similarly qualified lender(s) reasonably acceptable to Agency's
Executive Director, committing said lender(s) to make construction loan(s) to Developer, subject
only to Developer's Conditions Precedent to Closing set forth in Section 205.2 below and such
other lender conditions as are customary in connection with binding loan commitments, and
setting forth the terms of said loan(s), and (ii) evidence reasonably satisfactory to Agency's
Executive Director of Developer's equity commitments for the Project. The total of the loan and
equity commitments (collectively, the "Loan/Equity Commitments") shall be in substantially the
same amount as identified in Developer's Financing Plan and, in any event, shall be sufficient to
insure completion of the Project.

                Developer's construction contract for the Improvements shall include provisions
authorizing Agency, subject to the rights of Developer's lender, to assume, upon its exercise of
the option to purchase set forth in Section 504 below, all rights of Developer under the
construction contract and those obligations of Developer under the construction which accrue
after the effective date of the assumption by Agency. The assumption provisions shall be in a
form reasonably acceptable to Agency counsel and shall be delivered to Agency for review and
approval within the time set forth in the Schedule of Performance, and in any event prior to
Developer's execution of the construction contract. Promptly following full execution of the
construction contract, Developer shall provide a copy of the fully executed contract to Agency.

                If Commission's Executive Director disapproves Developer's Financing Plan, or if
Developer fails to obtain and deliver to Agency the Loan/Equity Commitments, or the
construction contract incorporating the Agency assumption provisions provided for above, then
either party may terminate this Agreement as provided in Section 503, below.

200. AGENCY DISPOSITION OF THE SITE TO DEVELOPER

         201. Purchase and Sale of the Site . Subject to all of the terms , covenants, and
conditions of this Agreement, Developer shall purchase the Site from Agency and Agency shall
sell the Site,to Developer for a purchase price of FIVE HUNDRED THOUSAND DOLLARS
($500,000) cash or cash equivalent ("Purchase Price "). Developer will deposit $50,000 of the
Purchase Price (" Deposit ") into Escrow upon the opening of Escrow . Developer shall deposit
the balance of the Purchase Price , $450,000, in Escrow not later than two (2) days prior to the


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Closing. The Deposit shall be applied towards the Purchase Price upon Close of Escrow or
returned to Developer in the event of termination of this Agreement. Interest accrued on the
Deposit, if any, shall be payable to Developer.

        202. Escrow. Within the time set forth in the Schedule of Performance, Developer
shall open an escrow ("Escrow") with First American Title Company, 1850 Mt. Diablo Blvd.,
Suite 300, Walnut Creek, California 94596 ("Escrow Agent"), for the Conveyance of the Site to
Developer.

                202.1 Costs of Escrow. All usual fees, charges, and costs chargeable by Escrow
Agent for the Escrow including the costs of the Title Policy and the documentary transfer taxes,
if any, due with respect to the Conveyance of the Site shall be paid by Developer at its expense.

                 202.2 Escrow Instructions . Prior to the conveyance of the Site to Developer,
the parties may submit supplemental escrow instructions to Escrow Agent for the close of the
Escrow in accordance with the terms and conditions of this Agreement. All such supplemental
escrow instructions shall be consistent with the escrow instructions contained in this Agreement.
The parties shall use reasonable good faith efforts to close Escrow in the shortest possible time.
Insurance policies for fire or casualty are not to be transferred, and Agency.will cancel its own
policies, if any, after the Closing. All funds received in the Escrow shall be deposited with other
escrow funds in a general escrow account(s) and may be transferred to any other such escrow
trust account in any state or national bank doing business in the State of California. All
disbursements shall be made by check or wire transfer from such account.

                The Closing shall take place when both Agency's and Developer's Conditions
Precedent to Closing as set forth in Section 205 hereof have been satisfied or waived. Escrow
Agent is instructed to release Agency's and Developer's escrow closing statements to the
respective parties.

                 202.3 Authority of Escrow Agent. Escrow Agent is authorized to, and shall:

                         a. Title Policy . Pay and charge Developer for the premium of the
Title Policy as set forth in Section 204 hereof and any amount necessary to place title in the
condition necessary to satisfy Section 203 of this Agreement.

                         b. Endorsements . Pay and charge Developer for any endorsements
to the Title Policy that are requested by Developer as set forth in Section 204 hereof.

                      c. Fees. Pay and charge Developer for all escrow fees, charges, and
costs payable under Section 202.1 of this Agreement.

                      d. Disbursement . Disburse funds and deliver and record the Grant
Deed when both Developer's and Agency's Conditions Precedent to Closing have been fulfilled
or waived in writing by Developer and/or Agency as applicable.

                     e. Memorandum of Agreement. Record the Memorandum of
Agreement against the Site immediately following recordation of the Grant Deed.


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                        f. Other Actions. Do such other actions as necessary, including
obtaining the Title Policy, to fulfill its obligations under this Agreement.

                        g. Additional Documents . Within the discretion of Escrow Agent,
direct Agency and Developer to execute and deliver any instrument, affidavit or statement, and
to perform any act reasonably necessary to comply with the provisions of FIRPTA and any
similar state act and regulations promulgated thereunder. Agency shall execute a Certificate of
Non-Foreign Status by individual transferor and/or a Certification of Compliance with Real
Estate Reporting Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent,
on the form to be supplied by Escrow Agent.

                       h. Closing Statement . Prepare and file with all appropriate
governmental or taxing authorities a uniform settlement statement, closing statement, tax
withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if
any such taxes are required to be withheld under applicable law.

                202.4 Closing . Escrow for the Conveyance of the Site by Agency to Developer
shall close within ten (10) days after the satisfaction, or waiver by the appropriate party, of all of
Agency's and Developer's Conditions Precedent to Closing, but in no event later than June 5,
2005 ("Outside Date"). Agency and Developer shall cooperate to identify a mutually acceptable
Closing Date, which shall be on or before the Outside Date. The "Closing" shall mean the time
and day the Grant Deed is filed for recording with the Contra Costa County Recorder. The
"Closing Date" shall mean the day on which the Closing occurs.

                 202.5 Closing Procedure . Escrow Agent shall close Escrow for the Site as
follows:

                     a. Grant Deed . Record the Grant Deed with instructions for the
Recorder of Contra Costa County, California, to deliver the Grant Deed to Developer.

                      b. Memorandum of Agreement. Record the Memorandum of
Agreement against the Site immediately following recordation of the Grant Deed.

                       c. Purchase Price. Pay the full amount of the Purchase Price to
Agency.

                       d. Title Policy. Instruct the Title Company to deliver the Title Policy
to Developer.

                     e. Informational Reports. File any informational reports required
by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements.

                       f. FIRPTA Certificate. Deliver the FIRPTA Certificate, if any, to
Developer.

                       g. Accounting. Forward to both Developer and Agency a separate
accounting of all funds received from and disbursed to each party and conformed copies of all


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487595v6 29736/0016
executed and recorded or filed documents deposited into Escrow, with such recording and filing
date and information endorsed thereon.

        203. Review of Title . Developer shall cause First American Title Company ("Title
Company" ), to deliver to Developer and to Agency a standard preliminary title report (" Report")
with respect to the Site, together with legible copies of the documents underlying the exceptions
("Exceptions ") set forth in the Report , within the time set forth in the Schedule of Performance.
Developer shall have the right to reasonably approve or disapprove the Exceptions ; provided,
however, Developer hereby approves the following Exceptions which shall be referred to herein
as the "Pre-Approved Exceptions":

                       a. Redevelopment Plan. The Redevelopment Plan;

                      b. Tax Liens . The lien of any non-delinquent property taxes and
assessments (to be prorated at Closing);

                         c. Utility Easements . All existing easements over, under and across
the Site for public utilities;

                        d. Incidental Easements . Any incidental easements or other matters
affecting title which do not preclude Developer's intended use of the Site;

                       e. Grant Deed . The conditions set forth in the Grant Deed;

                       f. Memorandum of Agreement. The Memorandum of Agreement;

                       g. Developer Matters. Matters created by, through or under
Developer; and

                    h. Other Exceptions . Such other exceptions to title as may hereafter
be approved by Developer.

         Within the time set forth in the Schedule of Performance, Developer shall give written
Notice to Agency and Escrow Holder of Developer's approval or disapproval of any of the
Exceptions (except the Pre-Approved Exceptions). Developer's failure to give written
disapproval of the Exceptions within such time limit shall be deemed approval of the Exceptions.
If Developer notifies Agency of its disapproval of any Exceptions, Agency shall have the right,
but not the obligation, to cause any disapproved Exceptions to be removed within sixty (60) days
after receiving written Notice of Developer's disapproval or provide assurances satisfactory to
Developer that such Exception(s) will be removed on or before the Closing. Agency's failure to
notify Developer within such sixty (60) day period shall be deemed an election not to remove the
disapproved Exceptions. Agency's election not to remove any disapproved Exceptions shall not
be a default under the provisions of this Agreement. If Agency cannot or does not elect to
remove any of the disapproved Exceptions within that sixty (60) day period, Developer shall
have ten (10) days after the expiration of such sixty (60) day period to either give Agency written
Notice that Developer elects to proceed with the purchase of the Site subject to the disapproved
Exceptions or to give Agency written Notice that Developer elects to terminate this Agreement.
The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to

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487595v6 29736/0016
as the "Condition of Title." Developer shall have the right to approve or disapprove any
Exceptions not created by Developer, which are reported by the Title Company after Developer
has approved the Condition of Title for the Site.

          204. Title Insurance . Concurrently with recordation of the Grant Deed conveying
title to the Site, there shall be issued to Developer an ALTA owner's policy of title insurance (the
"Title Policy"), together with such endorsements as are reasonably requested by Developer,
issued by the Title Company insuring that the title to the Site is vested in Developer in the
condition required by Section 203 of this Agreement. The Title Company shall provide the
Agency with a copy of the Title Policy. The Title Policy shall be in the amount of the Purchase
Price. The premium for the Title Policy plus any additional costs, including without limitation,
the cost of surveys, any endorsements requested by the Developer, and the additional premium
and/or other charges imposed by the Title Company, if any, shall be borne by the Developer.

        205. Conditions Precedent to Closing . The Closing is conditioned upon the
satisfaction of the following terms and conditions within the times designated below:

               205.1 Agency's Conditions Precedent to Closing . Agency's obligation to
proceed with the Closing of the Conveyance of the Site is subject to the fulfillment or waiver by
Agency of each and all of the conditions precedent described below ("Agency's Conditions
Precedent to Closing"), which are solely for the benefit of Agency, and which shall be fulfilled
or waived within the time periods provided for herein:

                       a. Purchase Price . Developer shall have deposited the full amount
of the Purchase Price into Escrow.

                       b. Signature 's Acquisition of Downtown Site . Signature Properties
shall have closed Escrow for the purchase of the Downtown Site from Lehmer's Investment
Company.

                      c. Downtown Site Entitlements . Signature Properties or another
Agency-approved developer shall have received all land use entitlements necessary for the
development of a residential development on the Downtown Site.

                       d. Financing Plan. Agency shall have approved Developer's
financing plan for financing the construction of the Improvements.

                       e. Construction Contracts . Developer shall have entered into a
written construction contract with a licensed general contractor for construction of the
Improvements.

                     f. Manufacturer Approval . Developer shall have received written
approval from General Motors Corporation for the relocation to the Site of the "Lehmer's
Pontiac/GMC" dealership currently located at the Downtown Site.

                      g. Permits and Land Use Approvals. Developer shall have satisfied
all Governmental Requirements and obtained all required discretionary permits and land use
approvals required pursuant to Section 302 hereof and all other Project entitlements, and the

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487595v6 29736/0016
period for administrative and legal challenge to such land use approvals and entitlements shall
have expired and the City shall be ready to issue building permits for the construction of the
Improvements upon the payment of the applicable fees by Developer.

                     h. Design Review . Agency shall have reviewed and approved the
Basic Concept, Design Development and Construction Drawings for the Project as provided in
Section 304 hereof.

                       i. No Default . Developer shall not be in Default of any of its
obligations hereunder, and no event shall have occurred which with the passage of time or the
giving of notice or both would constitute a Default by Developer hereunder, and all
representations and warranties of Developer contained herein shall be true and correct in all
material respects.

                     j. Execution of Documents . Developer shall have executed and
acknowledged the Memorandum of Agreement, the Grant Deed and any other documents
required hereunder and delivered such documents into Escrow.

                      k. Insurance . Developer shall have provided proof of insurance as
required by Section 306 of this Agreement.

                       1. Approval of Physical Condition. Developer shall have approved
the physical and environmental condition of the Site and any environmental studies conducted by
Developer in accordance with Section 207.1 of this Agreement.

                205.2 Developer 's Conditions Precedent to Closing . Developer's obligation to
proceed with the Conveyance of the Site is subject to the fulfillment or waiver by Developer of
each and all of the conditions precedent described below ("Developer's Conditions Precedent to
Closing"), which are solely for the benefit of Developer, and.which shall be fulfilled or waived
within the time periods provided for herein:

                       a. Approval of Physical Condition . Developer shall have approved
the physical and environmental condition of the Site and any environmental studies conducted by
Developer in accordance with Section 207.1 of this Agreement.

                      b. Downtown Site Entitlements . Signature Properties or another
Agency-approved developer shall have received all land use entitlements necessary for the
development of a residential development on the Downtown Site.

                       c. Signature ' s Acquisition of Downtown Site. Signature Properties
shall have closed Escrow for the purchase of the Downtown Site from Developer.

                      d. Downtown Site Lease . Developer shall have entered into a
written lease agreement with Signature Properties providing for Signature's lease of the
Downtown Site to Developer through the date on which Developer has completed construction
of the Improvements on the Site and Commencement of Operations has occurred.




                                                13
487595v6 29736/0016
                      e. Manufacturer Approval. Developer shall have received written
approval from General Motors Corporation for the relocation to the Site of the "Lehmer's
Pontiac/GMC" dealership currently located at the Downtown Site.

                        f. Permits and Land Use Approvals. Developer shall have satisfied
all Governmental Requirements and obtained all required discretionary permits and land use
approvals required pursuant to Section 302 hereof and all other Project entitlements, and the
period for administrative and legal challenge to such land use approvals and entitlements shall
have expired and the City shall be ready to issue building permits for the construction of the
Improvements upon the payment of the applicable fees by Developer.

                        g. No Default. Prior to the Closing, and subject to the notice and
opportunity to cure provisions of Section 501 hereof, Agency shall not be in Default of any of its
obligations under the terms of this Agreement and all representations and warranties of Agency
contained herein shall be true and correct in all material respects.

                     h. Execution of Documents . Agency shall have executed and
acknowledged the Grant Deed and any other documents required hereunder, and delivered such
documents into Escrow.

                     i. Review and Approval of Title . Developer shall have reviewed
and approved the Condition of Title, as provided in Section 203 hereof.

       206. Property Taxes and Assessments . Ad valorem taxes and assessments levied,
assessed or imposed on the Site for any period prior to the Conveyance of the Site to the
Developer, shall be paid by Agency. Ad valorem taxes and assessments levied, assessed or
imposed on the Site for the period after the Conveyance shall be paid by the Developer.

         207. Condition of the Site.

                 207.1 Investigation of Site. Developer shall have the right, at its sole cost and
expense, to engage an environmental consultant ("Developer's Environmental Consultant") to
make such investigations of the Site as Developer deems necessary, including any "Phase 1"
and/or "Phase 2" investigations of the Site, and Agency shall promptly be provided a copy of all
reports and test results provided by Developer's Environmental Consultant (the "Developer's
Environmental Report").

                  Developer agrees to notify Agency in writing at least twenty-four (24) hours prior
to undertaking any studies or work upon the Site. Any preliminary work by Developer shall be
undertaken only after securing all required insurance and any and all necessary permits from the
appropriate governmental agencies. All such work shall be conducted in accordance with the
terms of the right of entry agreement previously entered into by Developer and Agency.
Developer shall indemnify, defend, protect and hold Agency and City harmless from any claims,
losses, liabilities and damages arising out of the activities of Developer as set forth in this
Section 207. In addition, in the event that Developer causes any damage to any portion of the
Site or the existing improvements thereon, Developer shall promptly restore the Site and existing
improvements thereon as nearly as possible to the physical condition existing immediately prior
to Developer's entry onto the Site.

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487595v6 29736/0016
                Within thirty (30) days following the Date of Agreement, Developer shall notify
Agency in writing as to whether any remediation of the environmental condition of the Site is
required and whether Developer approves or disapproves the physical and environmental
condition of the Site. Developer's failure to so notify Agency within such 30-day period shall be
deemed Developer's approval of the physical and environmental condition of the Site. If
Developer disapproves the physical and environmental condition of the Site, then Agency and
Developer shall have the following options: (i) either Agency or Developer may terminate this
Agreement by providing the other with written Notice of such termination; or (ii) within twenty
(20) days of Developer's Notice to Agency that remediation of the Site is required, Developer
may elect to pay the costs of conducting the remedial work on the Site in accordance with all
Governmental Requirements. In the event that remedial work is required and neither Agency nor
Developer has elected to terminate this Agreement as provided in this Section 207.1, then, within
the time set forth in the Schedule of Performance, Developer shall obtain the issuance of closure
letters without any requirement of further remedial work from all governmental agencies which
have asserted jurisdiction over the remediation of the Site and provide copies of such closure
letters to Agency. The remedial work shall be performed in accordance with all applicable
Governmental Requirements.

                  207.2 No Further Warranties As To Site ; Release of Agency.
Notwithstanding any provision of this Agreement to the contrary, the Site shall be conveyed by
Agency to Developer in its "AS-IS" condition, "WITH ALL FAULTS," with no warranty
expressed or implied by Agency regarding the presence of Hazardous Materials or the condition
of the soil, its geology, the presence of known or unknown seismic faults, title to the Site or the
suitability of the Site for the development purposes intended hereunder.

                 Developer hereby waives, releases and discharges forever Agency and the City,
and its and their employees, officers, agents and representatives, from all present and future
claims, demands, suits, legal and administrative proceedings and from all liability for damages,
losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way
connected with the condition of the Site, any Hazardous Materials on, under or about the Site, or
the existence of Hazardous Materials contamination due to the generation of Hazardous
Materials from the Site, however they came to be placed there, except to the extent arising out of
the active negligence or willful misconduct of Agency or City or its or their employees, officers,
volunteers, agents or representatives.

               Developer is aware of and familiar with the provisions of Section 1542 of the
California Civil Code which provides as follows:

                 A general release does not extend to claims which the creditor does
                 not know or suspect to exist in his favor at the time of executing
                 the release, which if known by him must have materially affected
                 his settlement with the debtor.




                                                 15
487595v6 29736/0016
                 As such relates to this Section 207.2, Developer hereby waives and relinquishes
 all rights and benefits which it may have under Section 1542 of the California Civil Code.


                      eveloper Initials

          208. Developer ' s Obligations with Respect to Hazardous Materials After
  Conveyance. After the Conveyance, Developer shall, at its sole cost and expense, promptly
 take: (i) all actions required by any Federal, state or local governmental agency or political
  subdivision or any Governmental Requirements with respect to the Site pursuant to this
 Agreement; (ii) all actions necessary to prepare the soil on the Site for the development required
 hereunder; (iii) all reasonably necessary precautions to prevent the release of any Hazardous
 Materials onto or from the Site; and (iv) all actions necessary to make full economic use of the
 Site pursuant to this Agreement for the purposes described in this Agreement, which actions,
 requirements or necessities arise from the presence upon, about or beneath the Site of any
 Hazardous Materials regardless of when such Hazardous Materials were introduced to the Site
 and regardless of who is responsible for introducing such Hazardous Materials to the Site.
 Developer shall promptly take all actions necessary under clauses ( i)-(iii ) to restore the Site to
 the condition required under applicable Governmental Requirements. The obligations under this
 Section 208 shall survive the issuance of the Certificate of Completion.

                208.1 Environmental Inquiries . After the Conveyance, Developer shall notify
Agency, and provide to Agency a copy or copies, of the following environmental permits,
disclosures, applications, entitlements or inquiries relating to the Site: notices of violation,
notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders,
reports filed pursuant to self-reporting requirements and reports filed or applications made
pursuant to any Governmental Requirements relating to Hazardous Materials or underground
tanks. In addition, Developer shall furnish to Agency, as soon as possible after each incident,
any unusual, potentially important incidents, including copies of all required reports of releases
of Hazardous Materials, including notices of any release of Hazardous Materials as required by
any Governmental Requirements, all notices of suspension of any permits, and all notices of
violation from federal, state or local environmental authorities.

                 208.2 Environmental Indemnification . From and after the Conveyance,
Developer shall indemnify, defend and hold Agency and the City and its and their officers,
employees, volunteers, agents and representatives harmless from and against any claim, action,
suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
expense (including attorneys' fees), resulting from, arising out of, or based upon the release, use,
generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or
the transportation of any such Hazardous Materials to or from, the Site in violation, or alleged
violation, of any Governmental Requirements, no matter when occurred. This indemnity shall
include any damage, liability, fine, penalty, parallel indemnity, cost or expense arising from or
out of any claim, action, suit or proceeding for bodily injury (including sickness, disease or
death), tangible or intangible property damage, compensation for lost wages, business income,
profits or other economic loss, damage to the natural resource or the environment, nuisance,
trespass, contamination, leak, spill, release or other adverse effect on the environment.



                                                  16
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300. DEVELOPMENT OF THE SITE

        301.. Scope of Development. Developer shall construct and install the Improvements
in one phase in accordance with the Scope of Development; the schematic drawings, plans and
documents submitted to and approved by the City; and the plans, drawings and documents
submitted by Developer to Agency as provided in Section 304, below.

        302. Permits and Approvals. Before commencement of construction of the
Improvements or other works of improvement upon the Site, Developer shall, at its expense,
secure or cause to be secured a zoning administrator's permit and Design Review Board approval
from the City, any and all land use and other entitlements, permits and approvals which may be
required by any other governmental agency affected by such construction or work. Agency staff
will work cooperatively with Developer to assist in coordinating the expeditious processing and
consideration of all necessary permits, entitlements and approvals. However, the execution of
this Agreement does not constitute the granting of, or a commitment to obtain, any required land
use permits, entitlements or approvals required by Agency or City.

       303. Schedule of Performance . Developer shall commence and complete
construction of the Improvements and satisfy all other obligations and conditions of this
Agreement within the times established in the Schedule of Performance. The Schedule of
Performance is subject to revision from time to time as mutually agreed upon in writing between
Developer and Agency's Executive Director.

        304. Design Review.

                304.1 Basic Concept Drawings . Within the time set forth in the Schedule of
Performance, the Developer shall submit to the Agency conceptual drawings for the
Improvements, including materials, color board, elevations on all four sides of the
Improvements, preliminary landscape plans (as shown on a site plan), a traffic and circulation
plan as applicable or as may be required, and a rendered perspective of the auto dealership
(collectively, "Basic Concept Drawings").

              304.2 Design Development Drawings . After the approval of the Basic Concept
Drawings by the Agency, and within the time set forth in the Schedule of Performance, the
Developer shall submit to the Agency, detailed drawings and specifications with respect to the
Improvements ("Design Development Drawings"), which must include, among other
requirements of filing, the following:

                         (a) A fully dimensioned and detailed Site plan, which includes a
        landscape plan, with hardscape plans, sections and elevations, including lighting,
        equipment, furnishings and planting schedules.

                         (b) Floor plans.

                         (c) Roof plans.

                         (d) Elevations and project sections.


                                                17
487595v6 29736/0016
                           (e) Tabulation of areas/uses.

                           (f) Elevations of major public spaces.

                           (g) Graphics and signage plans, together with schedules and samples
         or manufacturer's literature.

                            (h) Lighting schedules with samples or manufacturer's literature for
         exterior lighting and lighting on building exteriors. Lighting locations are to be shown on
         landscape plans and elevations.

                304.3 Construction Drawings and Related Documents . After Agency's
approval of the Design Development Drawings and within the time set forth in the Schedule of
Performance, Developer shall prepare and submit to Agency detailed construction plans with
respect to the Improvements, including without limitation a grading plan, which shall have been
prepared by a registered civil engineer ("Construction Drawings").

                 304.4 Agency Review and Approval. Agency shall have the right to review
and reasonably approve or disapprove the Basic Concept Drawings, Design Development
Drawings and Construction Drawings, which approval shall not be unreasonably withheld or
delayed. Developer acknowledges and agrees that Agency is entitled to approve or disapprove
the Basic Concept Drawings, Design Development Drawings and Construction Drawings in
order to satisfy Agency's obligation to promote the sound development and redevelopment of
land within the Redevelopment Plan project area, to promote a high level of design which will
enhance the surrounding development, and to provide an environment for the social, economic
and psychological growth and well-being of the citizens of the City. Developer shall not be
entitled to any monetary damages or compensation as a result of Agency's disapproval of, or
failure to approve or disapprove, the Basic Concept Drawings, Design Development Drawings or
the Construction Drawings. Agency's right to review and approve the Basic Concept Drawings,
Design Development Drawings and Construction Drawings is in addition to City Design Review
Board's review of schematic drawings and plans and nothing herein relieves the Developer of its
obligation to submit schematic drawings and plans to City's Design Review Board in order to
obtain the approvals required for the construction of the Improvements on the Site.

                304.5 Revisions. If Developer desires to propose any material revisions to the
Agency-approved Basic Concept Drawings or Design Development Drawings, it shall submit
such proposed changes to Agency, and shall also proceed in accordance with all Governmental
Requirements regarding such revisions, within the time frame set forth in the Schedule of
Performance. If any material reduction in the size and scope of the Project is proposed in the
Basic Concept Drawings, Design Development Drawings or Construction Drawings from the
basic concept set forth in the Basic Concept Drawings as originally approved by Agency, then
Agency's approval of any revisions to the Basic Concept Drawings, Design Development
Drawings or Construction Drawings may be conditioned upon the renegotiation of all terms and
conditions of this Agreement, including without limitation, the economic terms of the
Agreement. Except for a material reduction in the size and scope of the Project, if the Basic
Concept Drawings, or Design Development Drawings or Construction Drawings, as modified by
the proposed change, generally and substantially conform to the requirements of this Section 304


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and the Scope of Development, the Agency's Executive Director shall review the proposed
change and notify the Developer in writing within fifteen (15) days after submission to Agency
as to whether the proposed change is approved or disapproved, which approval shall not be
unreasonably withheld. Agency's Executive Director is authorized to approve changes to the
Agency-approved Basic Concept Drawings, Design Development Drawings and Construction
Drawings provided such changes (a) do not significantly reduce the cost of the proposed
development; (b) do not reduce the quality of materials to be used; and (c) do not reduce the
imaginative and unique qualities of the Project design. Any and all change orders or revisions
required by City and its inspectors which are required under the Municipal Code and all other
applicable Uniform Codes (e.g., Building, Plumbing, Fire, Electrical, etc.) and under other
applicable laws and regulations shall not be subject to approval by the Agency, but shall be
included by Developer in its Basic Concept Drawings, Design Development Drawings and
Construction Drawings and completed during the construction of the Improvements.

                304.6 Consultation and Coordination . During the preparation of the Basic
Concept Drawings, Design Development Drawings and Construction Drawings, staff of Agency
and Developer shall hold regular progress meetings to coordinate the preparation, submission,
and review of the Basic Concept Drawings, Design Development Drawings and Construction
Drawings. The staff of Agency and Developer shall communicate and consult informally as
frequently as is necessary to ensure that the formal submittal of any documents to Agency can
receive timely and thorough consideration.

                304.7 Defects in Plans . Agency shall not be responsible either to Developer or
to any third parties in any way for any defects in the Basic Concept Drawings, the Design
Development Drawings or the Construction Drawings, or for any structural or other defects in
any work done according to the approved Basic Concept Drawings, Design Development
Drawings or Construction Drawings, nor for any delays caused by the review and approval
processes established by this Section 304. Developer shall hold harmless, indemnify, pay for
and defend Agency, City and its and their officers, employees, agents, representatives and
volunteers from and against any claims or suits for damage to property or injury to or death of
any persons arising out of or in any way relating to defects in the Basic Concept Drawings,
Design Development Drawings or the Construction Drawings, including without limitation the
violation of any Governmental Requirements, or for defects in any work done according to the
approved Basic Concept Drawings, Design Development Drawings and Construction Drawings.

       305. Cost of Construction . All the costs of Site preparation, planning, designing and
constructing the Improvements and developing the Project on the Site shall be borne solely by
Developer.

         306. Insurance Requirements . Until issuance of the Certificate of Completion,
Developer shall take out and maintain or shall cause its contractor to take out and maintain, a
commercial general liability policy in the amount of Five Million Dollars ($5,000,000) combined
single limit, or such other policy limit as Agency may approve at its discretion, including
contractual liability, as shall protect Developer, City and Agency from claims for such damages.
Such policy or policies shall be written on an occurrence form. Until issuance of the Certificate
of Completion, Developer shall also obtain and maintain a comprehensive automobile liability
policy in the amount of Two Million Dollars ($2,000,000), combined single limit, and builder's

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487595v6 29736/0016
all-risk insurance in an amount not less than the full insurable cost of the Improvements on a
replacement cost basis and shall furnish or cause to be furnished to Agency evidence satisfactory
to Agency that Developer and any contractor with whom it has contracted for the performance of
work on the Site or otherwise pursuant to this Agreement carries workers' compensation
insurance as required by law. Companies writing the insurance required hereunder shall be
licensed to do business in the State of California. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A:VII. The commercial general liability and
comprehensive automobile policies hereunder shall name the City and Agency and their
respective officers, agents, employees, and representatives as additionally insureds. Developer
shall furnish Agency with a certificate of insurance evidencing the required insurance coverage
and a duly executed endorsement evidencing such additional insured status. The certificate shall
contain a statement of obligation on the part of the carrier to notify City and Agency of any
material change, cancellation or termination of the coverage at least thirty (30) days in advance
of the effective date of any such material change, cancellation or termination. Coverage
provided hereunder by Developer shall be primary insurance and shall not be contributing with
any insurance, self-insurance or joint self-insurance maintained by Agency or City, and the
policy shall contain such an endorsement. The insurance policies shall contain a waiver of
subrogation for the benefit of the City and Agency. The required certificate and endorsement
shall be furnished by Developer to Agency within the time provided in the Schedule of
Performance.

        307. Rights of Access. Prior to the issuance of a Certificate of Completion in
accordance with Section 313 below, for purposes of assuring compliance with this Agreement,
Agency representatives shall have the right of access to the Site, without charges or fees, at
normal construction hours, so long as Agency representatives comply with all safety rules.
Agency (or its representatives) shall, except in emergency situations, give Developer reasonable
advance Notice prior to exercising its rights pursuant to this Section 307. Nothing herein shall
be deemed to limit the ability of the City to conduct code enforcement and other administrative
inspections of the Site in accordance with applicable law.

        308. Compliance With Laws; Indemnity ; Waiver. Developer shall carry out the
work of Improvements in conformity with all applicable laws, including Labor Code and Public
Contracts Code requirements; City zoning and development standards; building, plumbing,
mechanical and electrical codes; all other provisions of the City's Municipal Code; and all
applicable disabled and handicapped access requirements, including the Americans With
Disabilities Act, 42.U.S.C. Section 12101, et seq., Government Code Section 4450, et seq.,
Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code
Section 51, et seq.

         Developer acknowledges and agrees that the Improvements constitute construction,
alteration, demolition, installation, or repair work done under contract and paid for in whole or in
part out of public funds under Labor Code Section 1720(a) and (b)(3). Accordingly, Developer
shall comply with all Labor Code requirements pertaining to "public works" including payment
of prevailing wages. Developer shall (i) require its contractors and subcontractors to submit
certified copies of payroll records to Developer; (ii) maintain complete copies of such certified
payroll records; and (iii) make such records available to Agency and its designees for inspection


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 and copying during regular business hours at the Site or at another location within the City of
 Concord.

         Developer shall defend , indemnify and hold harmless Agency and the City and its and
 their officers , employees, volunteers , agents and representatives from and against any and all
 present and future liabilities , obligations , orders, claims, damages, fines , penalties and expenses
 (including attorneys ' fees and costs) (collectively, " Claims" ), arising out of or in any way
 connected with Developer' s obligation to comply with all laws with respect to the work of
 Improvements , including all claims that may be made by contractors , subcontractors or other
 third party claimants pursuant to Labor Code Sections 1726 and 1781 , as amended and added by
 Senate Bill 966.

         Developer hereby waives, releases and discharges forever Agency and the City, and its
 and their employees, officers, volunteers, agents and representatives, from any and all present
 and future Claims arising out of or in any way connected with Developer's obligation to comply
 with all laws with respect to the work of Improvements including state prevailing wage laws.

        Developer is aware of and familiar with the provisions of Section 1542 of the California
 Civil Code which provides as follows:

                 A general release does not extend to claims which the creditor does
                 not know or suspect to exist in his favor at the time of executing
                 the release, which if known by him must have materially affected
                 his settlement with the debtor.

       As such relates to this Section 308, Developer hereby waives and relinquishes all rights
and benefits which it may have under Section 1542 of the California Civil Code.


                 D v'eloper Initials

        309. Taxes and Assessments . During its period of ownership of the Site or any part
thereof, Developer shall pay prior to delinquency all ad valorem real estate taxes and
assessments on the Site or part thereof owned by Developer, subject to Developer's right to
contest in good faith any such taxes. Developer shall remove or have removed any levy or
attachment made on the Site or any part thereof, or assure the satisfaction thereof within thirty
(30) days following the date of attachment or levy.

        310. Project Sign. Developer and Agency shall cooperate in placing and maintaining
on the Site, during construction, one sign indicating the respective roles of Developer and
Agency in the Project. The cost of the sign shall be borne by Developer.

        311. Liens and Stop Notices. Developer shall not allow to be placed on the Site or
any part thereof any lien or stop notice on account of materials supplied to or labor performed on
behalf of Developer. If a claim of a lien or stop notice is given or recorded affecting the Project,
Developer shall within thirty (30) days of such recording or service:

                        (a) Pay and discharge the same; or

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487595v6 29736/0016
                      (b) Affect the release thereof by recording and delivering to Agency's
        Executive Director a surety bond in sufficient form and amount.

        312. Right of Agency to Satisfy Other Liens on the Site After Closing. After the
Closing and prior to the completion of construction of the Improvements, and after Developer
has had written Notice and has failed after a reasonable time, but in any event not more than
sixty (60) days, to satisfy or release any liens or stop notices on the Site pursuant to Section 311
above, Agency shall have the right, but not the obligation, to satisfy any such liens or stop
notices without further notice to Developer. In such event Developer shall be liable for and
Agency shall be entitled to reimbursement by Developer for such paid lien or stop notice.

        313. Certificate of Completion. Following Developer's completion of the work of
Improvements on the Site in conformity with the Scope of Development, Agency shall furnish
Developer with a "Certificate of Completion" substantially in the form of Attachment No. 7
attached hereto. Agency shall not unreasonably withhold such Certificate of Completion. The
Certificate of Completion shall be conclusive determination of satisfactory completion of the
work of Improvements on the Site and the Certificate of Completion shall so state. Any party
then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall
not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability
under this Agreement except for those continuing covenants as set forth in Section 400 of this
Agreement.

         If Agency refuses or fails to furnish the Certificate of Completion, Agency shall, within
thirty (30) business days after Developer's written request therefor, provide Developer with a
written statement of the reasons Agency refused or failed to furnish the Certificate of
Completion. The statement shall also contain Agency's opinion of the actions Developer must
take to obtain the Certificate of Completion. Agency's failure to provide such a written
statement within such thirty (30) day period shall be deemed Agency's approval of Developer's
request for issuance of the Certificate of Completion, provided Developer (i) has included a
statement to that effect in its notice to the Agency, (ii) has provided copies of said notice to
Agency counsel and the City of Concord City Attorney at the addresses listed in Section 601,
and (iii) has provided in a timely manner all other information reasonably requested by the
Agency in connection with Developer's request. The Certificate of Completion shall not
constitute evidence of compliance with or satisfaction of any obligation of Developer to any
holder of any mortgage, or any insurer of a mortgage, securing money loaned to finance the work
of Improvements, or any part thereof. The Certificate of Completion is not a notice of
completion as referred to in Section 3093 of the California Civil Code.

        314. Mortgage, Deed of Trust, Sale and Lease-Back Financing.

                314.1 Mortgages , Deeds of Trust, or Sale and Lease -Back for Development.
Mortgages and deeds of trust are permitted before completion of the construction of the
Improvements, but only for the purpose of securing loans of funds to be used for financing the
costs of acquisition of the Site and the costs of constructing the Improvements. Mortgages and
deeds of trust are permitted after completion of the construction of the Improvements, but only
for the purpose of securing loans of funds to be used for permanent financing of the value of the
Site and Improvements. Developer covenants and agrees, on behalf of itself and its successors


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487595v6 29736/0016
and assigns, that it shall not enter into any conveyance for such financing without the prior
written approval of Agency's Executive Director, which consent shall not be unreasonably
withheld or delayed. The requirements of this Section 314.1 shall terminate effective upon the
issuance of the Certificate of Completion. Developer shall notify Agency in advance of any
proposed mortgage or deed of trust. The words "mortgage" and "deed of trust" as used
hereinafter shall include sale and lease-back financing.

                314.2 Holder Not Obligated to Construct Improvements . The holder of any
mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions
of this Agreement to construct or complete the Improvements or to guarantee such construction
or completion. Nothing in this Agreement shall be deemed to or be construed to permit or
authorize any such holder to devote the Site to any uses or to construct any improvements
thereon other than those uses or Improvements provided for or authorized by this Agreement.

                 314.3 Notice of Default to Mortgagee or Deed of Trust Holders ; Right to
Cure. With respect to any mortgage or deed of trust granted by Developer as provided herein,
whenever Agency shall deliver any Notice to Developer with respect to any Default by
Developer hereunder, Agency shall at the same time deliver to each holder of record of any
mortgage or deed of trust authorized by this Agreement a copy of such Notice. No Notice of
Default shall be effective as to the holder unless such notice is given. Each such holder shall
(insofar as the rights of Agency are concerned) have the right, at its option, within sixty (60)
days after the receipt of the copy of the Notice, to cure or remedy or commence to cure or
remedy any such Default. In the event possession of the Site (or portion thereof) is required to
effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied if it
commences the proceedings necessary to obtain possession thereof within sixty (60) days after
receipt of the copy of the Notice, diligently pursues such proceedings to completion, and, after
obtaining possession, diligently completes such cure or remedy. Any such holder properly
completing the Improvements shall be entitled, upon compliance with the requirements of
Section 313 of this Agreement, to a Certificate of Completion.

                 314.4 Right of Agency to Cure Mortgage or Deed of Trust Default. If a
mortgage or deed of trust default or breach by Developer prior to the completion of the
construction of the Improvements occurs, and the holder of any mortgage or deed of trust has not
exercised its option to cure the default, Agency may cure the default, without acceleration of the
subject loan, following at least a thirty- (30-) day Notice thereof to Developer, provided such
default is not cured by Developer. In such event, Developer shall be liable for, and Agency shall
be entitled to reimbursement from Developer of, all costs and expenses incurred by Agency
associated with and attributable to the curing of the mortgage or deed of trust default or breach.
Agency shall also be entitled to record a lien upon the Site to the extent of such incurred costs
and disbursements. Any such lien shall be subject to prior encumbrances and deeds of trust.

400. COVENANTS, RESTRICTIONS AND AGREEMENTS

         401. Use Covenants. So long as the Redevelopment Plan remains in effect, Developer
and its successors and assigns (i) shall use and continuously operate on the Site a franchised new
automobile dealership engaged primarily in the sale and lease of new automobiles and trucks and
in ancillary related activities, including automobile repairs, auto servicing, auto parts sales, and


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 the ancillary sale of used or pre-owned automobiles and trucks (sale of used or pre-owned
 automobiles and trucks not to exceed 20% of the usable sales area), and for no other purpose;
 and (ii) shall comply with the limitations of the Redevelopment Plan, and the Grant Deed. So
 long as the provisions of this Section 401 remain in effect, no use other than that specified herein
 shall be permitted without the prior written approval of the Executive Director or Agency Board
 as follows: Proposed changes in use that would not affect the primary use of the Site as a new
 automobile dealership may be approved by the Executive Director in his reasonable discretion;
 any proposed change in use to one which does not primarily involve the sale of new automobiles
 shall require the approval of the Agency Board, which may be granted or denied in its sole,
 absolute discretion.

        The use covenants set forth in this Section 401 shall remain in effect for the period of
 time specified in Section 406, below.

        402. Maintenance Covenants. Developer shall maintain in accordance with the City's
standard form maintenance agreement and the Maintenance Standards, as hereinafter defined, the
private improvements and public improvements and landscaping to the curbline(s) on and
abutting the Site. Said improvements shall include, but not be limited to, buildings, sidewalks,
pedestrian lighting, landscaping, irrigation of landscaping, architectural elements identifying the
Site and any and all other improvements on the Site and in the public right-of-way to the nearest
curbline(s) abutting the Site. To accomplish such maintenance, Developer shall either staff or
contract with and hire licensed and qualified personnel to perform such maintenance work,
including the provision of labor, equipment, materials, support facilities, and any and all other
items necessary to comply with the requirements of this Section 402. The maintenance
covenants and obligations set forth in this Section 402 shall remain in effect for the period of
time specified in Section 406, below. The following standards ("Maintenance Standards") shall
be complied with by Developer and its maintenance staff, contractors and subcontractors:

                        a. Landscape Maintenance. Landscape maintenance shall include:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning;
trimming and shaping of trees and shrubs to maintain a healthy, natural appearance, safe road
conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials;
weeding of all planters, shrubs, lawns, ground covers, or other planted areas; and staking for
support of trees.

                       b. Clean-Up Maintenance. Clean-up maintenance shall include:
maintenance of all sidewalks, paths and other paved areas in clean and weed-free condition;
maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or
unsightly; removal of all trash, litter and other debris from improvements and landscaping;
clearance and cleaning of all areas maintained prior to the end of the day on which the
maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris
are properly disposed of by maintenance workers.

                        c. Maintenance Required by Law. All maintenance work shall
conform to all applicable Federal and State Occupational Safety and Health Act standards and
regulations for the performance of maintenance.



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487595v6 29736/0016
                       d. Chemicals and Pesticides . Any and all chemicals, unhealthful
substances, and pesticides used in and during maintenance shall be applied in strict accordance
with all Governmental Requirements. Precautionary measures shall be employed recognizing
the extent to which areas are open to public access.

                       e. Improvements . The Improvements shall be maintained in
conformance and in compliance with the approved plans, as the same may be amended from time
to time with the approval of the City, and in accordance with the custom and practice generally
applicable to comparable first-class, new automobile dealerships located within Contra Costa
County, California. The public right-of-way improvements to the curbline(s) on and abutting the
Site shall be maintained as required by this Section 402, in good condition and in accordance
with the custom and practice generally applicable to public rights-of-way within the City of
Concord.

                        f. Failure to Maintain Improvements . If Developer does not
maintain the private and public improvements on the Site to the curbline(s) on and abutting the
Site in the manner set forth herein and in accordance with the Maintenance Standards, Agency
and/or City shall have the right to maintain such private and/or public improvements, or to
contract for the correction of such deficiencies, after written notice to Developer. However,
prior to taking any such action, Agency agrees to notify Developer in writing if the condition of
said improvements does not conform to the Maintenance Standards and to specify the
deficiencies and the actions required to be taken by Developer to cure the deficiencies. Upon
notification of any maintenance deficiency, Developer shall have thirty (30) days within which to
correct, remedy or cure the deficiency. If the written notification states that the problem is
urgent and relates to the public health and safety, then Developer shall have twenty-four (24)
hours to rectify the problem.

                In the event Developer fails to correct, remedy, or cure or has not commenced
correcting, remedying or curing such maintenance deficiency after notification and after
expiration of any applicable cure period, then City and/or Agency shall have the right to maintain
such improvements. Developer agrees to pay Agency upon demand all charges and costs
incurred by Agency or City for such maintenance. Until so paid, Agency shall have a lien on the
Site for the amount of such charges or costs, which lien shall be perfected by the recordation of a
"Notice of Claim of Lien" against the Site. Any lien in favor of Agency created or claimed
hereunder is expressly made subject and subordinate to any mortgage or deed of trust made in
good faith and for value, recorded as of the date of the recordation of the Notice of Claim of
Lien, and no such lien shall in any way defeat, invalidate, or impair the obligation or priority of
any such mortgage or deed of trust, unless the mortgagee or beneficiary thereunder expressly
subordinates its interest, of record, to such lien. No lien in favor of Agency created or claimed
hereunder shall in any way defeat, invalidate, or impair the obligation or priority of any lease,
sublease or easement unless such instrument is expressly subordinated to such lien. Developer
acknowledges and agrees that the City and Agency may also pursue any and all other remedies
available in law or equity in the event of a breach of the maintenance obligations and covenants
set forth herein.

       403. Nondiscrimination Covenants . Developer covenants by and for itself and any
successors in interest that there shall be no discrimination against or segregation of any person or

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487595v6 29736/0016
group of persons on account of race, color, creed, religion, sex, marital status, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor
shall Developer itself or any person claiming under or through them establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The
foregoing covenants shall run with the land.

        Developer shall refrain from restricting the rental, sale or lease of the Site on the basis of
race, color, religion, sex, marital status, ancestry or national origin of any person. All deeds,
leases or contracts for the rental, sale or lease of the Site shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:

                 a. In deeds : "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national.origin or ancestry
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees in the land herein conveyed. The foregoing covenants shall run with the land."

                 b. In leases : "The lessee herein covenants by and-for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
that there shall be no discrimination against or segregation of any person or group of persons, on
account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the
leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference
to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants,
or vendees in the premises herein leased."

                c. In contracts : "There shall be no discrimination against or segregation of,
any person, or group of persons on account of race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the premises, nor shall the transferee himself or herself or any person claiming
under or through him or her, establish or permit any such practice or practices of discrimination
or segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the premises."

        404. Minimum Project Cost. In connection with its construction of the Project,
Developer shall expend not less than Three Million Forty Thousand Dollars ($3,040,000) in
"hard" construction costs. "Hard" construction costs shall consist exclusively of on-site labor
and materials expenditures incurred by Developer for the work of construction and installation of
the Improvements. "Hard" construction costs shall not include (i) Site preparation costs; (ii)
Hazardous Materials remediation costs; (iii) costs of furniture, fixtures and equipment; or (iv)


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487595v6 29736/0016
 construction or project management fees, legal, engineering, financing or architectural fees,
 overhead, or any other costs or fees typically characterized by the construction/development
 industry as "soft" costs. Developer shall provide evidence reasonably satisfactory to Agency of
 all of its hard construction cost expenditures prior to submitting its requests for issuance of a
 Certificate of Completion. Failure to satisfy the minimum hard construction cost expenditure
 requirement set forth in this Section 404 shall be deemed a Default by Developer.

         405. Payment of Portion of Excess Sale Proceeds to Agency. If Developer sells or
transfers the Site or any portion thereof other than to an Affiliate of Developer following
issuance of the Certificate of Completion and before the date which is five years following the
date of Developer's Commencement of Operations at the Site, then thirty percent (30%) of the
Excess Sale Proceeds shall be paid to Agency immediately upon the closing of the sale or
transfer. If an escrow has been opened in connection with the sale or transfer, then Developer
shall pay to Agency its share of the Excess Sale Proceeds through escrow. "Excess Sale
Proceeds" means the excess of Net Sale Proceeds over the total amount of out-of-pocket hard
and soft costs incurred by Developer and paid to unrelated third parties in connection with
Developer's acquisition of the Site and construction of the Improvements thereon, including, but
not limited to, all City building fees, management fees, attorneys' fees, and any future capital
expenditures incurred by Developer. Costs and expenses incurred by Developer and paid to any
Affiliate(s) of Developer shall not be included for purposes of calculating Excess Sale Proceeds.
The determination as to whether Developer has made any such future capital expenditures shall
be made in accordance with generally accepted accounting principals, consistently applied. "Net
Sale Proceeds" means the total purchase price and all other consideration paid by a future
purchaser in connection with the purchase and sale of the Site, or portion thereof, from .
Developer, less the actual out-of-pocket closing costs, attorneys' fees, and escrow charges paid
by Developer and any broker commissions paid by Developer to unrelated third parties in
connection with such purchase and sale.

         Prior to requesting issuance of a Certificate of Completion, Developer shall submit to,
and obtain Agency's Executive Director approval of, the total amount of hard and soft costs
incurred by Developer and paid to unrelated third parties in connection with Developer's
acquisition of the Site and construction of the Improvements thereon. Developer's submittal
shall include a full accounting by line item of such hard and soft costs, together with such
supporting documentation as may be reasonably requested by Agency's Executive Director,
including copies of invoices and cancelled checks or other verification of payment. Agency
Executive Director's approval of the total amount of Developer's hard and soft cost expenditures
shall not be unreasonably withheld or delayed.

          406. Effect of Violation of the Terms and Provisions of this Agreement After
Completion of Construction . Agency is deemed the beneficiary of the terms and provisions of
this Agreement and of the covenants running with the land, for and in its own right and for the
purposes of protecting the interests of the community and other parties, public or private, in
whose favor and for whose benefit this Agreement and the covenants running with the land have
been provided, without regard to whether Agency has been, remains or is an owner of any land
or interest therein in the Site or in the Redevelopment Plan project area. Agency shall have the
right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to
maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing

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of such breaches to which it or any other beneficiaries of this Agreement and covenants may be
entitled. The Developer's covenants contained in this Agreement shall remain in effect until the
issuance of the Certificate of Completion for the Improvements, except for the following:

                (a) The covenants pertaining to use and maintenance of the Site and all
         improvements thereon, as set forth in Sections 401 and 402, shall remain in effect until
         the expiration date of the Redevelopment Plan.

                (b) The covenants against discrimination, as set forth in Section 403, shall
         remain in effect in perpetuity.

                 (c) The covenants pertaining to payment of a portion of Excess Sale Proceeds
         shall remain in effect until the date which is five (5) years following the date of
         Developer's Commencement of Operations.

500. DEFAULTS AND REMEDIES

        501. Default Remedies . Failure by either party to perform any action or covenant
required by this Agreement within the time periods provided herein following Notice and
expiration of any applicable cure period, shall constitute a "Default" under this Agreement. A
party claiming a Default shall give written Notice of Default to the other party specifying the
Default complained of. Except as otherwise expressly provided in this Agreement, the claimant
shall not institute any proceeding against the other party, and the other party shall not be in
Default if such party within thirty (30) days following receipt of such Notice of Default
immediately, with due diligence, commences to cure, correct or remedy such failure or delay and
completes such cure, correction or remedy with diligence.

         502. Institution of Legal Actions. Except as otherwise specifically provided herein,
upon the occurrence of a Default by Developer, Agency shall have the right, in addition to any
other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or
remedy any Default, or to recover damages for any Default, or to obtain any other remedy
consistent with the purpose of this Agreement. Such legal actions must be instituted in the
Superior Court of the County of Contra Costa, State of California, or in the Federal District
Court for the Northern District of the State of California. Notwithstanding anything herein to the
contrary, Developer's remedies in the event of a Default by Agency shall be limited to obtaining
specific performance or injunctive relief and shall exclude the right to recover monetary damages
or any consequential or special damages.

        503. Termination . This Agreement may be terminated: (i) if there is an uncured
Default, by written Notice from the party not in Default, (ii) if there is a failure of an express
condition (which is not waived by the party whom the condition benefits) by Notice from the
party whom the condition benefits, or (iii) in accordance with the provisions of Sections 203 or
208 hereof

          504. Option to Purchase . Agency shall have the additional right, at its option, to
purchase the Site or any portion(s) thereof with all improvements thereon, if after conveyance of
title to the Site, and before issuance of a Certificate of Completion, any of the following occur.


                                                 28
487595v6 29736/0016
                      a. Failure to Commence Construction . Developer fails to
 Commence Construction of the Improvements on the Site within the time set forth in the
 Schedule of Performance. For purposes of this provision, Developer shall be deemed to
 "Commence Construction" when Developer has commenced the pouring of foundations for the
 Improvements pursuant to a permit issued by the City for such work; or

                        b. Failure to Diligently Prosecute Construction to Completion.
 Once Developer Commences Construction, Developer fails to diligently prosecute construction
 of the Improvements to completion, where such failure has not been cured within thirty (30) days
 after Developer's receipt of written Notice from Agency; or

                        c. Abandonment . Developer abandons or substantially suspends
 construction of the Improvements for a period of thirty (30) days after Developer's receipt of
 written Notice of such abandonment or suspension from Agency; or

                         d. Unauthorized Sale or Transfer . Without the prior written
 consent of Agency, Developer directly or indirectly, voluntarily or involuntarily sells, assigns,
 transfers, disposes of or further encumbers the Site, except for any sale or transfer which is
 expressly permitted by the terms of this Agreement. For the purpose of this paragraph, the terms
 "sell" and "transfer" shall include, in addition to the common and ordinary meaning of those
 terms and without limiting their generality, transfers made to subsidiary or affiliated entities, and
.any "change in ownership" as that term is used from time to time in California real property
 taxation law, irrespective of the fact that the Site may be exempt from such transaction during
 the period when owned by Agency.

                    e. Failure to Expend Minimum Project Cost. Developer fails to
expend the minimum Project cost set forth in Section 404.

        This option shall be subordinate and subject to and be limited by and shall not defeat,
render invalid or limit: (i) any mortgage, deed of trust or other security instrument permitted by
this Agreement; (ii) any rights or interests provided in this Agreement for the protection of the
holder of such mortgages, deeds of trust or other security instruments; or (iii) any rental or lease
agreement entered into by Developer which is not in violation of this Agreement.

         To exercise its option to purchase with respect to the Site or any portion thereof, Agency
shall pay to Developer in cash an amount equal to: (A) the Purchase Price; pLus (B) the out-of-
pocket costs actually incurred by Developer for soft costs paid to unrelated third parties,
including, but not limited to, all city building fees, architectural fees, engineering fees, attorneys'
fees, and management fees; (C) the out-of-pocket costs actually incurred by Developer for on-
site labor and materials for the construction of the Improvements existing on the Site or portion
thereof at the time Agency exercises the option to purchase (exclusive of amounts financed, if
any, to the extent such financing obligations are assumed by Agency); less (D) any net gains or
net income withdrawn or made by Developer from the Site or such portion thereof or the
Improvements thereon; and less (E) the amount of unpaid liens on the Site or such portion
thereof which Agency agrees to pay, and any unpaid current or past-due installments of taxes or
assessments against the Site or such portion thereof which Agency agrees to pay.



                                                  29
487595v6 29736/0016
        In order to exercise such purchase option, Agency shall give Developer Notice of such
exercise and Developer shall, within thirty (30) days after Developer's receipt of such Notice,
provide Agency with a summary of all of Developer's costs incurred as provided above. Agency,
within thirty (30) days thereafter, shall pay to Developer in cash all sums owing pursuant to this
Section 504, and Developer shall thereupon execute and deliver to Agency a grant deed
transferring to Agency all of Developer's interest in the Site or portion(s) thereof, as applicable.

        505. Acceptance of Service of Process . In the event that any legal action is
commenced by Developer against Agency, service of process on Agency shall be made by
personal service upon. the Executive Director of Agency or in such other manner as may be
provided by law. In the event that any legal action is commenced by Agency against Developer,
service of process on Developer shall be made by personal service upon Carolyn Anderson, or in
such other manner as may be provided by law.

        506. Rights and Remedies Are Cumulative. The rights and remedies of the parties
are cumulative, and the exercise by either party of one or more of such rights or remedies shall
not preclude the exercise by it, at the same or different times, of any other rights or remedies for
the same default or any other default by the other party, except as otherwise expressly provided
herein.

        507. Inaction Not a Waiver of Default. Any failures or delays by either party in
asserting any of its rights and remedies as to any Default shall not operate as a waiver of any
Default or of any such rights or remedies, or deprive either such party of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies.

600. GENERAL PROVISIONS

         601. Notices, Demands and Communications Between the Parties. Any approval,
disapproval, demand, document or other notice ("Notice") which either party may desire to give
to the other party under this Agreement must be in writing and shall be given by certified mail,
return receipt requested and postage prepaid, personal delivery, or reputable overnight courier
(but not by facsimile or email), to the party to whom the Notice is directed at the address of the
party as set forth below, or at any other address as that party may later designate by Notice.

                         To Agency: Redevelopment Agency of the
                                       City of Concord
                                        1950 Parkside Drive, M/S 1 B
                                        Concord, CA 94519
                                        Attention: Executive Director

                      With a copy to: McDonough Holland & Allen PC
                                       1999 Harrison Street, Suite 1300
                                       Oakland, California 94612
                                        Attention: Gerald J. Ramiza, Esq.




                                                  30
487595v6 29736/0016
                                and: City of Concord
                                        Craig Labadie , City Attorney
                                        Office of the City Attorney
                                        1950 Parkside Drive, M/S 08
                                        Concord , CA 94519

                      To Developer: Anderson Lehmer Investment, LLC
                                      1851 Galindo Street
                                      Concord, CA 94519
                                      Attention: Carolyn Anderson

                      With a copy to: W. Bruce Bercovich, Esq.
                                       Kay & Merkle
                                        100 The Embarcadero
                                        San Francisco, CA 94105-1217


        Any Notice shall be deemed received on the date of delivery if delivered by personal
service, on the date of delivery or refused delivery as shown by the return receipt if sent certified
mail, and on the date of delivery or refused delivery as shown by the records of the overnight
courier if sent via nationally recognized overnight courier. Notices sent by a party's attorney on
behalf of such party shall be deemed delivered by such party.

          602. Enforced Delay; Extension of Times of Performance. Subject to the
 limitations set forth below, performance by either party hereunder shall not be deemed to be in
 Default, and all performance and other dates specified in this Agreement shall be extended,
 where delays are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires;
 casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight
 embargoes; governmental restrictions or priority; litigation; unusually severe weather; acts or
omissions of the other party; or acts or failures to act of the City or any other public or
governmental agency or entity (other than the acts or failures to act of Agency which shall not
excuse performance by Agency). An extension of time for any such cause shall be for the period
of the enforced delay and shall commence to run from the time of the commencement of the
cause (but in any event shall not exceed a cumulative total of one hundred twenty (120) days), if
Notice by the party claiming such extension is sent to the other party within thirty (30) days of
the commencement of the cause. Times of performance under this Agreement may also be
extended in writing by the mutual agreement of Agency and Developer. Agency and Developer
acknowledge that adverse changes in economic conditions, either of the affected party
specifically or the economy generally, changes in market conditions or demand, and/or inability
to obtain financing or other lack of funding to complete the work of Improvements shall not
constitute grounds of enforced delay pursuant to this Section 602. Each party expressly assumes
the risk of such adverse economic or market changes and/or financial inability, whether or not
foreseeable as of the Date of Agreement.

         603. Successors and Assigns . Subject to the restrictions on Developer transfers set
forth in Section 102.3 above, all of the terms, covenants and conditions of this Agreement shall
be binding upon Developer and Agency and their respective permitted successors and assigns.

                                                 31
487595v6 29736/0016
Whenever the term "Developer" is used in this Agreement, such term shall include any permitted
successors and assigns as herein provided.

       -604. Memorandum of Agreement . A "Memorandum of Agreement" in the form of
Attachment No. 5 attached hereto shall be recorded against the Site immediately following
acquisition thereof by Developer.

        605. Relationship Between Agency and Developer. It is hereby acknowledged that
the relationship between Agency and Developer is not that of a partnership or joint venture and
that Agency and Developer shall not be deemed or construed for any purpose to be the agent of
the other. Accordingly, except as expressly provided herein or in the Attachments hereto,
Agency shall have no rights, powers, duties or obligations with respect to the development,
operation, maintenance or management of the Site or the Project. Developer agrees to
indemnify, hold harmless and defend Agency from any claim made against Agency arising from
a claimed relationship of partnership or joint venture between Agency and Developer with
respect to the development, operation, maintenance or management of the Site or the Project.

        606. Agency Approvals and Actions . Whenever a reference is made herein to an
action or approval to be undertaken by Agency, the Executive Director of Agency or his or her
designee is authorized to act on behalf of Agency, unless specifically provided otherwise or the
context requires otherwise.

         607. Counterparts. This Agreement may be signed in multiple counterparts which,
when signed by both parties, shall constitute a binding agreement. This Agreement is executed
in four (4) originals, each of which is deemed to be an original.

         608. Integration . This Agreement contains the entire understanding between the
parties relating to the transactions contemplated by this Agreement. All prior or
contemporaneous agreements, understandings, representations and statements, oral or written,
are merged in this Agreement and shall be of no further force or effect. Each party is entering
this Agreement based solely upon the representations set forth herein and upon each party's own
independent investigation of any and all facts such party deems material. This Agreement,
together with the Attachments attached hereto, constitutes the entire understanding and
agreement of the parties, notwithstanding any previous negotiations or agreements between the
parties or their predecessors in interest with respect to all or any part of the subject matter hereof.

        609. Brokerage Agencies. Except for Developer's obligation to Collier International,
Agency and Developer each represents to the other that it has not engaged the services of any
finder or broker and that it is not liable for any real estate commissions, broker's fees, or finder's
fees which may accrue by means of the conveyance of all or part of the Site. Each party shall
indemnify, defend, protect and hold the other party harmless from any and all liabilities, losses,
causes of action, claims, costs and expenses (including reasonable attorneys' fees) in connection
with any claim asserted that such commissions or fees are alleged to be due from the party
making such representations.

       610. Titles and Captions . Titles and captions are for convenience of reference only
and do not define, describe or limit the scope or the intent of this Agreement or of any of its


                                                   32
487595v6 29736/0016
 terms. Reference to section numbers are to sections in this Agreement, unless expressly stated
 otherwise.

          611. Interpretation . As used in this Agreement, masculine, feminine or neuter gender
 and the singular or plural number shall each be deemed to include the others where and when the
 context so dictates. The word "including" shall be construed as if followed by the words
 "without limitation." This Agreement shall be interpreted as though prepared jointly by both
 parties.

          612. No Waiver. A waiver by either party of a breach of any of the covenants,
 conditions or agreements under this Agreement to be performed by the other party shall not be
 construed as a waiver of any succeeding breach of the same or other covenants, agreements,
 restrictions or conditions of this Agreement.

        613. Modifications. Any alteration, change or modification of or to this Agreement,
in order to become effective, shall be made in writing and in each instance signed on behalf of
each party.

         614. Severability . If any term, provision, condition or covenant of this Agreement or
its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law.

         615. Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day, and including the last day, unless the last day
is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall
mean all holidays as specified in Sections 6700 and 6701 of the California Government Code. If
any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.

         616. Legal Advice. Each party represents and warrants to the other the following: they
have carefully read this Agreement, and in signing this Agreement, they do so with full
knowledge of any right which they may have; they have received independent legal advice from
their respective legal counsel as to the matters set forth in this Agreement, or have knowingly
chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have
freely signed this Agreement without any reliance upon any agreement, promise, statement or
representation by or on behalf of the other party, or their respective agents, employees, or
attorneys, except as specifically set forth in this Agreement, and without duress or coercion,
whether economic or otherwise.

       617. Time of Essence . Time is expressly made of the essence with respect to the
performance by Agency and Developer of each and every obligation and condition of this
Agreement.

         618. Cooperation . Each party agrees to cooperate with the other in this transaction
and, in that regard, shall execute any and all documents which may be reasonably necessary,
helpful, or appropriate to carry out the purposes and intent of this Agreement.

                                                33
487595v6 29736/0016
         619. Conflicts of Interest. No member, official or employee of Agency shall have
any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or
employee participate in any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership or association in which he is directly or
indirectly interested.

        620. Time for Acceptance of Agreement by Agency. This Agreement, when
executed by Developer and delivered to Agency, must be authorized, executed and delivered by
Agency on or before forty-five (45) days after signing and delivery of this Agreement by
Developer or this Agreement shall be void, except to the extent that Developer shall consent in
writing to a further extension of time for the authorization, execution and delivery of this
Agreement.

         621. Developer's Indemnity. Developer shall indemnify, defend (with counsel
reasonably acceptable to Agency), protect and hold Agency and City, and its and their officers,
employees, agents and representatives, harmless from, all claims, demands, damages, defense
costs or liability ,of any kind or nature relating to the subject matter of this Agreement or the
implementation hereof, including any damages to property or injuries to persons, including
accidental death (including reasonable attorneys fees and costs), which may be caused by any of
Developer's activities under this Agreement, whether such activities or performance thereof be
by Developer or by anyone directly or indirectly employed or contracted with by Developer and
whether such damage shall accrue or be discovered before or after termination of this
Agreement. Developer's indemnity obligations under this Section 621 shall not extend to claims,
demands, damages, defense costs or liability for property damage, bodily injury or death
occasioned by the sole negligence or willful misconduct of Agency or the City, or its or their
officers, employees, agents or representatives.

         622. Nonliability of Officials and Employees of Agency. No member, official or
employee of Agency or the City shall be personally liable to Developer, or any successor in
interest, in the event of any Default or breach by Agency (or the City) or for any amount which
may become due to Developer or its successors, or on any obligations under the terms of this
Agreement. Developer hereby waives and releases any claim it may have against the members,
officials or employees of Agency and the City with respect to any Default or breach by Agency
(or the City) or for any amount which may become due to Developer or its successors, or on any
obligations under the terms of this Agreement. Developer makes such release with full
knowledge of Civil Code Section 1542 and hereby waives any and all rights thereunder to the
extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code
provides as follows:

                 A general release does not extend to claims which the creditor does
                 not know or suspect to exist in his favor at the time of executing
                 the release, which if known by him must have materially affected
                 his settlement with the debtor.


                 Deve oper Initials



                                                 34
487595v6 29736/0016
        623. Assignment by Agency. Agency may assign or transfer any of its rights or
obligations under this Agreement only with the approval of Developer, which approval shall not
be unreasonably withheld; provided, however, Agency may assign or transfer any of its interests
hereunder to the City or any public or private entity controlled by the City_ at any time without
the consent of Developer.

       624. Applicable Law. The laws of the State of California, without regard to conflict
of laws principles, shall govern the interpretation and enforcement of this Agreement.


                        [Remainder of Page Intentionally Left Blank.]




                                                35
487595v6 29736/0016
        IN WITNESS WHEREOF, Agency and Developer have executed this Agreement on the
respective dates set forth below.

                                           .AGENCY:

                                            REDEVELOPMENT AGENCY OF THE
                                            CITY OF CONCORD, a public body,
                                            corporate and politic



  ated :                   , 004            By:
                                                   Executive Director

ATTEST:



Secretary

APPROVED AS TO FORM:




                                            DEVELOPER:

                                            ANDERSON LEHMER INVESTMENT,
                                            LLC, a limited liability company


Dated: , 2004 By:

                                            Its:

Dated: , 2004 By:

                                            Its:


APPROVED AS TO FORM:



Developer Counsel


                                          36
487595v6 29736/0016
        IN WITNESS WHEREOF, Agency and Developer have executed this Agreement on the
respective dates set forth below.

                                              AGENCY:

                                              REDEVELOPMENT AGENCY OF THE
                                              CITY OF CONCORD , a public body,
                                              corporate and politic


Dated: March?.i24, 2004 ,2004




APPROVED AS TO FORM:



McDonough Holland & Allen PC
Agency Co-Counsel

                                              DEVELOPER:

                                              ANDERSON LEHMER INVESTMENT,
                                              LLC, a limited liability company


Dated : March 24, 2004     5 2004             By:




Dated :                    , 2004




APPROVED AS TO FORM:




Developer Counsel


                                         36
487595v6 29736/0016
                                                                                                             Attachment 1
   P.O.Q.
   TRANSFER            I S65'42'30 " E 198.88                                                  MATCHLINE
   PARCEL             iT Z EXISTING -i                                                        SEE SHEET 2
                      01
                                LOT LINE o    °
    PROPOSED          o i VL2 0NEW
                                                                         I             ^r-
    20.00' WIDE                      LOT LINE     0
    SANITARY                     -198.88- T
                                               iI4 ^ I
                                                  Itr
    SEWER ESMT
                              138.88                  co z
                          I N65'42'30"W CL EXI SS     ^O
                                                  ESMT p625 I I
                          II                      OR 8511 (NO
                          II                0
                                            O
                                                  WIDTH _ col I
                          II I              O
                                            to
                          II CO
                                            N     o I '
                                                      c
                          II o                    o   N0 I
                                                                                   i
                                                  co                of
                                                       C' ; o
                                                         I o I
                                                         I        I
                                                        NI65'42'30"WI                        S66'34'44"E(,
                                               60.82
                                           N6542 31"W\
                                           D= 00'06'04".
                                           R = 5679.58'                  Gov)
                      II I I               L = 10.02
                               CITY OF CONCORD z N
       15.00'
  SOUTHERN PACIFIC
                   h P' REDEVELOPMENT N
  PIPELINE ESMT    III Ir-J  c      AGENCY N
  158 OR 376       1 j r-4 DOC. NO. o
  CL SS ESMT
  4047 OR 241             II                ow 00
                                            oIn CD
  (NO WIDTH)                                                                                                 1 " = 100'
                                                                             L11

                            II REC. LTo
   10.00'                              -J.78AC+/

                                           6L5          i. o O
                     ao
                                   ^^ 11 (0
                           !j1 U-)to I I1 Via: i
                     00    0l     comma? 1 r                    I
                                  :t -4- CD U
   P.O.B.            O                             VJ, L1
ADJUSTED CITY N 2'                ^II II     ^I
OF CONCORD      v) l
REDEVELOPMENT
ADENCY'S PARCEL

            A                                                                Subject
            L PLANNERS                 1390 SOUTH MAIN STREET
                CIVIL ENGINEERS
                                      SUITE 310
                                      WALNUT CREEK. CA. 94596                Job No. 98012.4
                SURVEYORS             (925) 476-2300
                                                                              By NLJ Date 02-12-03    Chkd. PE
                                      FAX (925) 476-2350
 ALIQUOT                                                                                     SHEET i __ OF 3
                                                                        Attachment 2




                                    LEGAL DESCRIPTION
     ADJUSTED CITY OF CONCORD REDEVELOPMENT AGENCY PARCEL


REAL PROPERTY SITUATED IN THE CITY OF CONCORD, COUNTY OF
CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

A PORTION OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN THAT
CERTAIN DOCUMENT RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF CONTRA COSTA COUNTY ON , AS DOCUMENT
NUMBER
, MORE PARTICULARY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHWEST CORNER OF SAID PARCEL ( );
THENCE ALONG THE EXTERIOR BOUNDARY OF SAID PARCEL ( ) THE
FOLLOWING NINE COURSES: 1) ALONG THE ARC OF A NON-TANGENT 441.50
FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE CENTER OF
SAID CURVE BEARS NORTH 10°50'37" EAST, THROUGH A CENTRAL ANGLE
OF 07°46'37", AN ARC DISTANCE OF 59.93 FEET; 2) SOUTH 86°56'00" EAST
191.33 FEET; 3) ALONG THE ARC OF A TANGENT 50.00 FOOT RADIUS CURVE
TO THE LEFT, THROUGH A CENTRAL ANGLE OF 68°47'53", AN ARC
DISTANCE OF 60.04 FEET; 4) TANGENT TO THE LAST COURSE NORTH
24016'07" EAST 361.57 FEET; 5) NORTH 24016'14" EAST 22.55 FEET; 6) NORTH
65°42'30" WEST 86.89 FEET; 7) ALONG THE ARC OF A NON-TANGENT 5679.58
FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE CENTER OF
SAID CURVE BEARS SOUTH 66°34'44" EAST, THROUGH A CENTRAL ANGLE
OF 00°06'04", AN ARC LENGTH OF 10.02 FEET; 8) NORTH 65°42'31" WEST 60.82
FEET; AND 9) NORTH 24°17'30" EAST 260.00 FEET; THENCE LEAVING SAID
BOUNDARY NORTH 65°42'30" WEST 138.88 FEET TO A POINT ON THE
WESTERN BOUNDARY OF SAID PARCEL ( ); THENCE SOUTHERLY ALONG
SAID WESTERN BOUNDARY THE FOLLOWING THREE COURSES: 1) SOUTH
24°17'23" WEST 154.90 FEET; 2) SOUTH 23°32'17" WEST 174.63 FEET; AND 3)
SOUTH 22°05' 18" WEST 438.67 FEET TO THE POINT OF BEGINNING.

CONTAINING 3.78 ACRES OF LAND, MORE OR LESS.




ADMIN/98000/980I2 /980I2 .4/LEGAL DESCRIPTIONS/LLA 2-03/REDEVELOPMENT
                                      ATTACHMENT NO.3

                                  SCOPE OF DEVELOPMENT



1. PRIVATE DEVELOPMENT

        A. General.

        The Developer agrees that the Site shall be developed and improved in accordance with
the provisions of this Agreement and the plans, drawings and related design or land use
approvals made by the Agency and the City. The Developer and its supervising architect,
engineer and contractor shall work with Agency and City staff to coordinate the overall design,
architecture and color of the Improvements on the Site.

        B. Improvements.

        The Developer shall construct and install on the site an approximately 39,000 -square-foot
new automobile showroom and ancillary automobile service facility , including: two separate
franchise display areas and entrances ; a showroom in front of the dealership building facing
Market Street and an additional exterior display in front of the building ; vehicle storage and
employee parking to the north of the building ; customer parking, vehicle storage, and perimeter
landscaping and lighting ; all of which shall be approved by the City's Zoning Administrator.

        C. Architecture and Design.

        The Improvements shall be of high architectural quality, shall be well landscaped and
shall be effectively and aesthetically designed. The shape, scale of volume, exterior design and
exterior finish of the buildings must be consonant with, visually related to, physically related to
and an enhancement of adjacent buildings within the Project Area. The Developer's plans
submitted to the Agency shall describe in detail the architectural character intended for the
Improvements.

       The Agency hereby approves the following architect: George Avanessian, Avanessian
Associates, South San Francisco, CA.

        D. Applicable Codes.

         The Improvements shall be constructed in accordance with the Uniform Building Code
(with City modifications) and the City Municipal Code and all other applicable laws, statutes,
rules, regulations and ordinances.

        E. Mitigation Measures.

        In constructing the Improvements, Developer shall observe and comply with all of the
mitigation measures set forth in the Mitigated Negative Declaration, which has been approved by
the Agency by Resolution No.


                                         Attachment No. 3
487596v4 29736/0016 Page 1 of 2
II. SITE CLEARANCE AND PREPARATION

       A. On-Site Demolition and Clearance.

       The Developer shall perform, or cause to be performed, at its sole cost and expense, all
demolition, clearance and site preparation as is necessary for the construction and installation of
the Improvements on the Site.

        B. . Compaction, Finish Grading and Site Work.

        The Developer shall compact, finish grade and do such site preparation as is necessary
for the completion of the Developer's Improvements on the Site.

III. REMEDIATION

        Remediation of any Hazardous Materials at the Site shall be performed by Developer at
its expense. Developer shall be solely responsible for (a) contracting with all appropriate and
necessary contractors; (b) administering all contracts; (c) compliance with remediation plan
requirements of the administering agency; and (d) the payment of all remediation costs, -
including without limitation, all studies, investigations, tests and site remediation as required by
the administering agency.




                                          Attachment No. 3
487596v4 29736/0016 Page 2 of 2
                                           ATTACHMENT NO. 4

                                      SCHEDULE OF PERFORMANCE



                             Action                                                 Date


1.    Submission --Basic Concept Drawings.

      The Developer shall prepare and submit to the
      Agency for review-and approval Basic Concept         Prior to execution of this Agreement by the Agency.
      Drawings and related documents containing the
      overall plan for development of the Site. (§304.1)



2.    Approval -- Basic Concept Drawings.

      Agency shall approve or disapprove the Developer's   Within thirty (30) days following the Date of
      Basic Concept Drawings and related documents.        Agreement.
      (304.4)



3.    Execution and Delivery of Agreement by Agency.

      The Agency shall consider approval of this           On or before March 5, 2004.
      Agreement, and if approved, shall deliver one
      executed original to Developer. (§620)


4.    Title Report.

      Developer shall cause the Title Company to deliver   Prior to execution of this Agreement by the Agency.
      the preliminary title report to Developer and
      Agency. (§203)



5.    Approval of Condition of Title.

      The Developer shall approve or disapprove the        Within thirty (30) days following the Date of
      condition of title. (§203)                           Agreement.




                                              Attachment No. 4
     487596v4 29736/0016 Page 1 of 5
                               Action                                                   Date


6.      Environmental Investigation.

        The Developer shall have completed its                 Within thirty (30) days following the Date of
        investigation of the environmental condition of the    Agreement.
        Site and provided the required notice to the Agency.
        (§208.1)



7.      Escrow Opening.

        The Developer shall open escrow for the sale of the    Within thirty (30) days of following the Date of
        Site to the Developer. (§202)                          Agreement.



8. -    Submission - Design Development Drawings.

        Developer shall prepare and submit to the Agency       Within sixty (60) days following the Date of
        for review and approval the Design Development         Agreement.
        Drawings. (§304.2)




9.      Approval - Design Development Drawings.

        Agency shall approve or disapprove the Developer's     Within thirty (30) days after submission by the
        Design Development Drawings. (§304.4)                  Developer of the Design Development Drawings.



10.     Developer Submission of Financing Plan.

        Developer shall submit its Financing Plan and for .    Within one hundred twenty (120) days following the
        development of the Site. (§ 102.4)                     Date of Agreement.




11.     Agency Approval/Disapproval of Developer
        Financing Plan.                                        Within twenty (20) days after submission by the
                                                               Developer of the Financing Plan.
        Agency shall approve or disapprove Developer's
        Financing Plan. (§102.4)




                                                 Attachment No. 4
       487596v4 29736/0016 Page 2 of 5
                              Action                                                  Date


12.    Loan/Equity Commitments.
                                                             Within one hundred twenty (120) days following the
       Developer shall deliver the Loan/Equity               Date of Agreement.
       Commitments to the Agency. (§ 102.4)



13.    Submission --Construction Drawings.

       Developer shall prepare and submit to the Agency     Within one hundred twenty (120) days after the later
       for review and approval Construction Drawings.       of (i) approval by the Agency of the Design
       (§304.3)                                             Development Drawings and (ii) the City Design
                                                            Review Board approval.


14.    Approval - Construction Drawing.

       Agency shall approve or disapprove the Developer's    Within thirty (30) days after submission by the
       Construction Drawings. (§304.4)                       Developer of the Construction Drawings.




15.    Developer's Submission of Construction Contract.

       Developer shall deliver to Agency for approval its   Within sixty (60) days following Agency and City
       construction contract. (§ 102.4)                     Building Department's approval of Developer's
                                                            Construction Drawings.



16.    Insurance.

       Developer shall furnish evidence of the insurance    Not later than fifteen (15) days prior to the Closing.
       required under the Agreement to the Agency.
       (§306)

17.    Developer to Deposit Purchase Price in Escrow.

       Developer shall deposit the Purchase Price in        Not later than two (2) days prior to the Closing.
       Escrow. (§201)




                                                 Attachment No. 4
      487596v4 29736/0016 Page 3 of 5
                              Action                                                   Date

18.    City and Other Government Pen-nits and Approvals.

       Developer shall secure all governmental permits and    Prior to the Closing.
       approvals, other than building permits, for the
       development of the Site. (§302)



19.    Memorandum of DDA.

       Memorandum of DDA is recorded. (§§202.5, 604)          Upon Closing.



20.    Conveyance of Site.

       Agency shall convey the Site to the Developer.         Within ten (10) days following satisfaction of all of
       (§202.4)                                               Agency's and Developer's Conditions Precedent, but
                                                              in no event later than the Outside Date.



21.    Commencement of Construction of Developer's
       Improvements.

       .Developer shall Commence Construction of the          Within sixty (60) days following the Closing, subject
        Improvements to be constructed on the Site. (§303)    to force majeure extension pursuant to Section 602.



22.    Issuance of Closure Letters.

       If remedial work is required, Developer shall have     Within ninety (90) days following the Closing.
       obtained closure letters and provided copies of such
       closure letters to Agency. (§207.1)



23.    Completion of Construction of Developer's
       Improvements.

       Developer shall complete construction of the           On or before nine (9) months following the Closing,
       Improvements to be constructed on the Site. (§303)     subject to force majeure extension pursuant to Section
                                                              602.




                                                Attachment No: 4
      487596v4 29736/0016 Page 4 of 5
                               Action                                                     Date

24. Full Accounting.

        Developer shall provide Agency with a full              Promptly following completion of construction of the
        accounting of total hard and soft construction costs.   Improvements, but in any event prior to Agency's
        (§ 405).                                                issuance of a Certificate of Completion.



25. Certificate of Completion.

        Agency shall provide the Certificate of Completion      Within thirty (30) days following Developer's written
        to the Developer. (§313)                                request therefor, and satisfaction of all conditions
                                                                precedent to issuance.




26. Commencement of Operations.

       Developer's Commencement of Operations at the            Within thirty (30) days after completion of
       Site shall have occurred.                                construction.




                                                Attachment No. 4
    487596v4 29736/0016                            Page 5 of 5
                                                  1111111111111111111111111111111111111111111111111
          Recording Requested By
                                                  CONTRA COSTA Co Recorder Office
          And When Recorded Mail To:              STEPHEN L. WEIR Clerk-Recorder
                                                  DOC- 200b-0313784-00
          Redevelopment Agency of the              Acct 6 - First American Title
                                                   Friday, AUG 19 , 2005 08:00:00
           City of Concord                         FRE $0.00
          1950 Parkside Drive                      Ttl Pd .$0.00 Nbr-0002855661
          Concord, California 94519                                                  dar/R2/1-7
          Attn: Executive Director.

                                                                  (Space Above This Line for Recorders Use Only)
            NCS - 8793                                         [Exempt from recording fee per Gov . Code § 27383)



                                        MEMORANDUM OF DISPOSITION
                                        AND DEVELOPMENT AGREEMENT

                  THIS MEMORANDUM. OF DISPOSITION AND DEVELOPMENT AGREEMENT
          ("Memorandum"), dated for identification purposes as of , 2005, is entered
          into by and between the REDEVELOPMENT AGENCY O THE CITY OF CONCORD, a
          public body, corporate and politic ("Agency"), and ANDERSON LEHMER INVESTMENT,
          LLC, a California limited liability company ("Developer").

                   1. Disposition and Development Agreement. Agency and Developer have executed
          a Disposition and Development Agreement dated for identification purposes as of March 23,
          2004, which provides,.among other things, for (i) the disposition of that certain real property
          ("Site") located in the City of Concord, County of Contra Costa, State of California, more fully
          described in Exhibit A attached hereto and incorporated herein by this reference, (ii) Developer's
          construction and installation of the Improvements on the Site, and (iii) the use and maintenance
          of the site and the Improvements to be constructed thereon as set forth in the Disposition and
         Development Agreement. The Disposition and Development Agreement is available for public
         inspection and copying at the office of the City Clerk, City of Concord, 1950 Parkside Drive,
         Concord, California 94519. All of the terms, conditions, provisions and covenants- of the
         Disposition and Development Agreement are incorporated in this Memorandum by reference as
         though written out at length herein, and the Disposition and Development Agreement and this
         Memorandum shall be deemed to constitute a single instrument or document. Capitalized terms
         not otherwise defined herein shall have the meanings ascribed to such terms in the Disposition
         and Development Agreement.

                 2. Purpose of Memorandum. This Memorandum is prepared for recordation
         purposes only, and in no way modifies the terms, conditions, provisions and covenants of the
         Disposition and Development Agreement. In the event of any inconsistency between the terms,
         conditions, provisions and covenants of this Memorandum and the Disposition and Development
         Agreement, the terms, conditions, provisions and covenants of the Disposition and Development
         Agreement shall prevail..



                                                       /y3y
         806990v 1 29736/0016,

9/2D/05 ac-: Lehm er5,           IPDA
                                                                                313;84
          The parties have executed this Memorandum on the dates specified immediately adjacent
 to their respective signatures.


                                                  AGENCY:

                                                  REDEVELOPMENT AGENCY OF THE
                                                  CITY OF CONCORD, a public body,
                                                  corpora and politic

Dated: , 2005 By: t L. (, - 3L)1
                 Ly Du Borg
                                                  Its: Executive Director




                                                         APPROVED AS TO FORM:



                                                         Agency Cmikel

McDonough Ho nd & Al
Agency Co-C sel

                                                 DEVELOPER:

                                                 ANDERSON LEHMER INVESTMENT,
                                                 LLC, a California limitSili^bility company

                                     , 2005 B

                                        64eP rint Name :
                                                 Its: `j^dl^et

Dated :      ,     2005               By:

                                                 Print Name :r r^ ^1            e rsr_

                                                 Its:   MP Wl 1P.v




806990v l 29736/0016
                                                                                                                  313'784




                                                        AC KNOW LEDGEMENTf

   STATE OF CALIFORNIA
   COUNTY O1' CONTRA COSTA

   On August 11, 2005, before me, Mary Rae Lehman, City Clerk, personally appeared Lydia E. Du Borg, Executive Director of the
   Concord Redevelopment Agency personally known to me (or proved to me on the basis of satisfactory evidence) to be the person
   whose name is subscribed to the within instrument, and acknowledged to me that she executed same in her authorized capacity, and
   that by her signature on the instrument the person, or the entity upon behalf of which the person acted. executed the instrument.


   WITNESS my hand and iit icial
                      t

   SignaturE , / /
                             C ITY' ER}:
                                  &


AcknovAedpement CC•24. 4.dot (Rev . 04.18-05)
                                                                              313784

                    CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT

STATE OF

COUNTY OF C^J                 Gov
               On G / 5 before me,                   %de.^^ ^^10dy > ^^             NOTARY PUBLIC,

personally appeared      (8 7a/y n Z h a4 r1

                                            personally known to me, or proved to me on the basis of

satisfac.ori evidence to be the person (s) whose name(s) is/are subscribed to the within insent and

acknowledged to me that he /she/thev executed the same in his /her /their authorized capaciry(ies); and

that by his/her/Their s snat re(s) on the ins t. wrent, the person(s) or the entity upon behal of which

the person(s) acid, executed the instrument.

               WITNESS l"yIY HAND AND OFFICLAL SEAL.
               ELDONNA H. DAYTON
                   COMM. / 1517784 3
                NOTARY PUBLIC ' CAt1FOWL4
                CONTRA COSTA CQUNiY
               'Cann. Exp. OCT_4, YUOS
                                                                 -lc
                                                                              NCITARY PUBLIC

                                             O FT 10 NA L

Description of Attached Document               Caracir•' Claimed by Signer:

                                                   Individual
Title of Document                                  Corporate Officer

No. of Pages                                                    (Title)
                                                    Partners: _ Limited
                                                                  General
Date of Document                                   Attorney in Fact
                                                   Trustee(s)
  '0'l A, Nce,-sa;,            -Guardian/Conservator
Sinner(s) Other Than Named Above Other

                                              Signer is Represent na:
                                              Name of Person(s) or
                                              Entiry(ies)
                                              A9,JtrsLe:n   / eX M u-    /1   esf   r k 7^J
                                                                                                                              313784
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
                                                                                                          e-omz^c^.

        State of California
                                                                                         SS.
        County of Contra Costa



        On O r k lo // 0 S                      , before me,              H. Kiani
                          Ontc                                              N.- snd Tmo o OR•trr        (v.9.. *Jere Due. Nei y Pont)

        personally appeared              L^1Arr-e A ^, a tA>,r,co                   "(f.) of Siprort

                                                                         C personally known to me
                                                                         Iz proved to me on the basis of satisfactory
                                                                         evidence
                                                H. KIANI
                                           Comm. It 1438867              to be the person whose names,8j' is/arm
                                          Nolffr wine •tut wit      ., subscribed to the within ir strument and
                                             Contra Coma County
                                       W Comm. Expires OctaberL.2007 T   acknowledged to me that he / 1tttey executed
                                                                         the same in his/her/tbeit authorized
                                                                         capacity), and that by his/heefltheir
                                                                         signaturey on the instrument the personx, or
                                                                         the entity upon behalf of which the person^^
                                                                         acted , executed the Instrument.




                          Pteoe No•.sry Seal Abo.e



                                                                  OPTIONAL
           Though the information below is not required by law, it may prove valuable ,0 persons relying on the dxument
                    and could prevent fraudulent removal and roattacnment of this form to another document.

        Description of Attached DQcllment

                                                             >-e O ate                                 (1° .,.n p
        Document Date:       07, a ZZ4' 1- Number of Pages:
        Signer(s) Other Than Named Above:                     rA Y' e.) ! ' ^' ^^


       Capacity( ies) Claimed by Signer
       Signer's Name:                                                                                                       PIGHTrTHJMBPRINT
                                                                                                                                OF S$GNER
       O Individual                                                                                                          Too of Oidmb hers
            Corporate Officer - Title(s):
       C Partner - L Limited 0 General
;S'    I , Attorney in Fact
       G Trustee
       F-1 Guardian or Conservator
       .-.) Other:

       Signer is Representing:


kt? _ v _ _ c_ .. ^i obr crc>^cx^ct`GC^t?BLSd i±tY v'+c`! L C+it.L^+i fir'.
C, :097 Nagoya: No:eyA tLLA • 9750 De Soto Ave.. P.O. Box 2402 • Cnats*orOr. CA 91313- 402 F,od. No. W07 rworrler. Ga TaJ • Fn 1.d01873<A27
                                                                                   313784

                                           EXHIBIT A

                               LEGAL DESCRIPTION OF SITE

All that portion of Parcel B as said Parcel is shown and so designated on that certain Map
entitled "Parcel Map MSC 8-90" filed in the Office of the Recorder of Contra Costa County on
September 24, 1990 in Book 148 of Parcel Maps at Page 34 and that certain parcel of land
described in the Grant Deed from Wong, et ux, to the Redevelopment Agency of the City of
Concord, recorded on July 31, 1989 in Book 15233 at Page 636, Official Records of said County
and that certain Parcel of land described in the Grant Deed from Shell Oil Company to the
Redevelopment Agency of the City of Concord, recorded on July 7, 1997, Document Number
97-0116730-00, Official Records of said County, and that certain Parcel of land described in the
Final Order of Condemnation in favor of the Redevelopment Agency of the City of Concord,
recorded on December 01, 1998, Document Number 98-0301168-00, Official Records of said
County, more particularly described in the Certificate of Compliance for Lot Line Adjustment
recorded November 4, 2003, Instrument No. 2003-545020, Contra Costa County Official
Records as follows:

 Beginning at the most southwest corner of said Parcel (2000-0128491 - 00); thence along the
exterior boundary of said Parcel ( 2000-0128491 -00) the following nine courses : 1) along the arc
of a non-tangent 441.50 foot radius curve to the left, from which point the center of said curve
bears North 100 50' 37" East, through a central angle of 07° 46' 37", an arc distance of 59.93
feet; 2) South 86° 56' 00" East 191.33 feet; 3) along the arc of a tangent 50.00 foot radius
curve to the left through a central angle of 68° 47' 53 ", an arc distance of 60.04 feet; 4)
tangent to the last course North 24° 16' 07" East 361.57 feet; 5) North 24° 16' 14" East 22.55
feet; 6) North 65° 42' 30" West 86.89 feet; 7) along the arc of a non-tangent 5679.58 foot
radius curve to the left, from which point the center of said curve bears South 66° 34' 44" East,
through a central angle of 00 ° 06' 04", an arc length of 10.02 feet; 8) North 65° 42' 31" West
60.82 feet; and 9) North 24° 17' 30" East 260.00 feet; thence leaving said boundary North 65°
42' 30" West 138.88 feet to a point on the western boundary of said Parcel ( 2000-0128491-00);
thence southerly along said western boundary the following three courses: 1) South 24° 17' 23"
West 154.90 feet; 2) South 23° 32' 17" West 174.63 feet; and 3) South 22° 05' 18" West
438.67 feet to the point of beginning.

EXCEPTING THEREFROM:

1. Mineral rights reserved in the Deed from Southern Pacific Company, recorded February 15,
1966, Book 3556, Page 597, as follows:

"All of the minerals and mineral ores of every kind and character now known to exist or
hereafter discovered upon, within or underlying said land or that may be produced therefrom,
including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and
other hydrocarbon substances and products derived therefrom, together with the exclusive and
perpetual right of said Grantor, its successors and assigns, of ingress and egress beneath the
surface of said land to explore for, extract, mine and remove the same, and to make such use
of the said land beneath the surface as is necessary or useful in connection therewith, which
use may include lateral or slant drilling, boring, digging or sinking of wells, shafts or tunnels;


                                            Exhibit A
                                             Page 1
806990x129736/0016
                                                                                          313'784

provided, however, that said Grantor, it successors and assigns, shall not use the surface of
said land in the exercise of any of said rights, and shall not disturb the surface of said land or
any improvements thereon."

2. Mineral rights reserved in the Deed from Southern Pacific Transportation Company, recorded
May 14, 1990, Instrument No. 90-92523, Book 15836, Page 353, as follows:

"All minerals and mineral rights, interests, and royalties, including without limiting the generality
thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals
500 feet or more below the surface of the property; however, Grantor or its successors and
assigns, shall not have the right for any purpose whatsoever to enter upon, into or through the
surface of the property in connection therewith."

APN: 126-030-032




                                                                 END O f DOCUMENT
                                             Exhibit A
                                              Page 2
806990v 129736/0016
                                                                                                                            /3

           Recording Requested By
                                                            li i i i iumiimimmmimmu umi im1i
                                                            CONTRA COSTA Co Recorder Office
           And When Recorded Mail To:
                                                            STEPHEN L. WEIR Clerk-Recorder
                                                            DOC- 200-0313783-00
                                                            Acct 6- First American Title
           Redevelopment Agency of the
                                                            Friday, AUG 19 , 2005 08:00:00
            City of Concord                                 S23 $10 . 00 MIC   $ 1.00 MOD $13.00
           1950 Parkside Drive                              REC $17 . 00 TCF $12.00

           Concord, California 94519                        Ttl Pd $53.00 Nbr-0002855660
           Attn: Executive Director                                                          dar/R2/1-13-


                                                                 (Space Above This Line for Recorder's Ilse Ott/ v)
           NCS - g 793}                                      IExernpt from recording fee per Ciuv . Code § 27383.1
                                                                                                                '
                                                            Trans ----`T&,_ ro+ Shoc^rn ^^r'                          R•T
                                                     CocQ& I193z-
                                    GRANT DEED INCLUDING COVENANTS

                   For valuable consideration, the receipt of which is hereby acknowledged,
           REDEVELOPMENT AGENCY OF THE CITY OF CONCORD, a public body, corporate and
           politic, of the State of California ("Grantor"), acting to carry out the Redevelopment Plan
           ("Redevelopment Plan") for the Central Concord Redevelopment Project ("Redevelopment
           Project"), under the Community Redevelopment Law of the State of California, hereby grants to
           ANDERSON LEHMER INVESTMENT, LLC, a California limited liability company
           ("Grantee"), the real property ("Site") legally described in Exhibit A attached hereto and
           incorporated herein by this reference.

                    1. The Site is conveyed pursuant to a Disposition and Development Agreement (the
           "DDA") entered into by and between Grantor and Grantee and dated March 23, 2004. The Site
           is also conveyed subject to all matters of record. Capitalized terms not otherwise defined herein
           shall have the meanings ascribed to.such terms in the DDA.

                  2. Grantee on behalf of itself and its heirs, executors, successors and assigns
           covenants that it shall comply with all of the obligations of the Developer under Section 401 of
           the DDA with respect to the use and continuous operation of the Site. Section 401 of the DDA
           provides as follows:

                  "401. Use Covenants. So long as the Redevelopment Plan remains in effect,
                  Developer and its successors and assigns (i) shall use and continuously operate on
                  the Site a franchised new automobile dealership engaged primarily in the sale and
                  lease of new automobiles and trucks and in ancillary related activities, including
                  automobile repairs, auto servicing, auto parts sales, and the ancillary sale of used
                  or pre-owned automobiles and trucks (sale of used or pre-owned automobiles and
                  trucks not to exceed 20% of the usable sales area), and for no other purpose; and
                  (ii) shall comply with the limitations of the Redevelopment Plan, and the Grant
                  Deed. So long as the provisions of this Section 401 remain in effect, no use other
                  than that specified herein shall be permitted without the prior written approval of
                  the Executive Director, or his/her designee, which approval shall be granted or
                  denied in his/her sole discretion. The use covenants set forth in this Section 401
                  shall remain in effect for the period of time specified in Section 406, below."

                                                    /y33
           806992v129736/0016

q12#05   cc: Le hm ers , P DA
                                                                               313783
        3. Grantee on behalf of itself and its heirs, executors, successors and assigns
covenants that it shall comply with all of the obligations of the Developer under Section 402 of
the DDA with respect to the Site and Improvements. Section 402 of the DDA provides as
follows:

                 "402. Maintenance Covenants. Developer shall maintain in accordance
         with the City's standard form maintenance agreement and the Maintenance
         Standards, as hereinafter defined, the private improvements and public
         improvements and landscaping to the curbline(s) on and abutting the Site. Said
         improvements shall include, but not be limited to, buildings, sidewalks, pedestrian
         lighting, landscaping, irrigation of landscaping, architectural elements identifying
         the Site and any and all other improvements on the Site and in the public right-of-
         way to the nearest.curbline(s) abutting the Site. To accomplish such maintenance,
         Developer shall either staff or contract with and hire licensed and qualified
         personnel to perform such maintenance work, including the provision of labor,
         equipment, materials, support facilities, and any and all other items necessary to
         comply with the requirements of this Section 402. The maintenance covenants
         and obligations set forth in this Section 402 shall remain in effect for the period of
         time specified in Section 406, below. The following standards (" Maintenance
         Standards ") shall be complied with by Developer and its maintenance staff,
         contractors and subcontractors:

                a. Landscape Maintenance. Landscape maintenance shall include:
         watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and
         shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy,
         natural appearance, safe road conditions and visibility, and irrigation coverage;
         replacement, as needed, of all plant materials; weeding of all planters, shrubs,
         lawns, ground covers, or other planted areas; and staking for support of trees.

               b. Clean-Up Maintenance. Clean-up maintenance shall include:
        maintenance of all sidewalks, paths and other paved areas in clean and weed-free
        condition; maintenance of all such areas clear of dirt, mud, trash, debris or other
        matter which is unsafe or unsightly; removal of all trash, litter and other debris
        from improvements and landscaping; clearance and cleaning of all areas
        maintained prior to the end of the day on which the maintenance operations are
        performed to ensure that all cuttings, weeds, leaves and other debris are properly
        disposed of by maintenance workers.

               c. Maintenance Required by Law. All maintenance work shall
        conform to all applicable Federal and State Occupational Safety and Health Act
        standards and regulations for the performance of maintenance.

                d. Chemicals and Pesticides. Any and all chemicals, unhealthful
        substances, and pesticides used in and during maintenance shall be applied in
        strict accordance with all Governmental Requirements. Precautionary measures
        shall be employed recognizing the extent to which areas are open to public access.




806992v 129736/0016
                                                                                313783
                 C. Improvements. The Improvements shall be maintained in
         conformance and in compliance with the approved plans, as the same may be
         amended from time to time with the approval of the City, and in accordance with
         the custom and practice generally applicable to comparable first-class, new
         automobile dealerships located within Contra Costa County, California. The
         public right-of-way improvements to the curblinc(s) on and abutting the Site shall
         be maintained as required by this Section 402, in good condition and in
         accordance with the custom and practice generally applicable to public rights-of-
         way within the City of Concord.

                 i'. Failure to Maintain Improvements. If Developer does not maintain
         the private and public improvements on the Site to the curbline(s) on and abutting
         the Site in the manner set forth herein and in accordance with the Maintenance
         Standards, Agency and/or City shall have the right to maintain such private and/or
         public improvements, or to contract for the correction of such deficiencies, after
         written notice to Developer. However, prior to taking any such action, Agency
         agrees to notify Developer in writing if the condition of said improvements does
         not conform to the Maintenance Standards and to specify the deficiencies and the
         actions required to be taken by Developer to cure the deficiencies. Upon
         notification of any maintenance deficiency, Developer shall have thirty (30) days
         within which to correct, remedy or cure the deficiency. If the written notification
         states that the problem is urgent and relates to the public health and safety, then
         Developer shall have twenty-four (24) hours to rectify the problem.

                In the event Developer fails to correct, remedy, or cure or has not
        commenced correcting, remedying or curing such maintenance deficiency after
        notification and after expiration of any applicable cure period, then City and/or
        Agency shall have the right to maintain such improvements. Developer agrees to
        pay Agency upon demand all charges and costs incurred by Agency or City for
        such maintenance. Until so paid, Agency shall have a lien on the Site for the
        amount of such charges or costs, which lien shall be perfected by the recordation
        of a'"Notice of Claim of Lien" against the Site. Any lien in favor of Agency
        created or claimed hereunder is expressly made subject and subordinate to any
        mortgage or deed of trust made in good faith and for value, recorded as of the date
        of the recordation of the Notice of Claim of Lien, and no such lien shall in any
        way defeat, invalidate, or impair the obligation or priority of any such mortgage
        or deed of trust, unless the mortgagee or beneficiary thereunder expressly
        subordinates its interest, of record, to such lien. No lien in favor of Agency
        created or claimed hereunder shall in any way defeat, invalidate, or impair the
        obligation or priority of any lease, sublease or casement unless such instrument is
        expressly subordinated to such lien. Developer acknowledges and agrees that the
        City and Agency may also pursue any and all other remedies available in law or
        equity in the event of a breach of the maintenance obligations and covenants set
        forth herein."




                                                -3
806992v) 29736/0016
                                                                                   313'783

      4. Grantee on behalf of itself and its heirs, executors, successors and assigns
covenants that it shall comply with all of the obligations of the Developer under Section 403 of
the DDA with respect to non-discrimination. Section 403 of the DDA provides as follows:

        "403. Nondiscrimination Covenants. Developer covenants by and for itself and
        any successors in interest that there shall be no discrimination against or
        segregation of any person or group of persons on account of race, color, creed,
        religion, sex, marital status, national origin or ancestry in the sale, lease, sublease,
        transfer,. use, occupancy, tenure or enjoyment of the Site, nor shall Developer
        itself or any person claiming under or through them establish or permit any such
        practice or practices of discrimination or segregation with reference to the
        selection, location, number, use or occupancy of tenants, lessees, subtenants,
        sublessees or vendees of the Site. The foregoing covenants shall run with the
        land.

                Developer shall refrain from restricting the rental, sale or lease of the Site
        on the basis of race, color, religion, sex, marital status, ancestry or national origin
        of any person. All deeds, leases or contracts for the, rental, sale or lease of the Site
        shall contain or be subject to substantially the following nondiscrimination or
        nonsegregation clauses:

                a. In deeds: The grantee herein covenants by and for himself or
        herself, his or her heirs, executors, administrators and assigns, and all persons
        claiming under or through them, that there shall be no discrimination against or
        segregation of, any person or group of persons on account of race, color, creed,
        religion, sex, marital status, national origin or ancestry in the sale, lease, sublease,
        transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor
        shall the grantee or any person claiming under or through him or her, establish or
        permit any such practice or practices of discrimination or segregation with
        reference to the selection, location, number, use or occupancy of tenants, lessees,
        subtenants, sublessees or vendees in the land herein conveyed. The foregoing
        covenants shall run with the land.'

                b. In leases: 'The lessee herein covenants by and for himself or
        herself, his or her heirs, executors, administrators, and assigns, and all persons
        claiming under or through him or her, and this lease is made and accepted upon
        and subject to the following conditions: that there shall be no discrimination
        against or segregation of any person or group of persons, on account of race,
        color, creed, religion, sex, marital status, national origin, or ancestry in the
        leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the
        premises herein leased nor shall the lessee himself or herself, or any person
        claiming under or through him or her, establish or permit any such practice or
        practices of discrimination or segregation with reference to the selection, location,
        number, use,. or occupancy of tenants, lessees, sublessees, subtenants, or vendces
        in the premises herein leased.'




                                                 -4-
806992v129736/0016
                                                                                     383'783

                 c. In contracts: 'There shall be no discrimination against or
         segregation of, any person, or group of persons on account of race, color, creed,
         religion, sex, marital status, national origin, or ancestry, in the sale, lease,
         sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall
         the transferee himself or herself or any person claiming under or through him or
         her, establish or permit any such practice or practices of discrimination or
         segregation with reference to the selection, location, number, use or occupancy of
         tenants, lessees, subtenants, sublessees or vendees of the premises.'"

      5. Grantee on behalf of itself and its heirs, executors, successors and assigns
covenants that it shall comply with all of the obligations of the Developer under Section 405 of
the DDA with respect to the payment of Excess Sale Proceeds to Agency. Section 405 of the
DDA provides as follows:

          "405. Payment of Portion of Excess Sale Proceeds to Agency. If Developer sells
         or transfers the Site or any portion thereof other than to an Affiliate of Developer
         following issuance of the Certificate of Completion and before the date which is
         five years following the date of Developer's Commencement of Operations at the
         Site, then thirty percent (30%) of the Excess Sale Proceeds shall be paid to
         Agency immediately upon the closing of the sale or transfer. If an escrow has
         been opened in connection with the sale or transfer, then Developer shall pay to
         Agency its share of the Excess Sale Proceeds through escrow. "Excess Sale
         Proceeds " means the excess of Net Sale Proceeds over the total amount of out-of-
         pocket hard and soft costs incurred by Developer and paid to unrelated third
         parties in connection with Developer's acquisition of the Site and construction of
         the Improvements thereon, including, but not limited to, all City building fees,
         management fees, attorneys' fees, and any future capital expenditures incurred by
         Developer. Costs and expenses incurred by Developer and paid to any
         Affiliate(s) of Developer shall not be included for purposes of calculating Excess
         Sale Proceeds. The determination as to whether Developer has made any such
         future capital expenditures shall be made in accordance with generally accepted
         accounting principals, consistently applied . "Net Sale Proceeds " means the total
         purchase price and all other consideration paid by a future purchaser in
         connection with the purchase and sale of the Site, or portion thereof, from
         Developer, less the actual out-of-pocket closing costs, attorneys' fees, and escrow
         charges paid by Developer and any broker commissions paid by Developer to
         unrelated third parties in connection with such purchase and sale.

                 Prior to requesting issuance of a Certificate of Completion, Developer
         shall submit to, and obtain Agency's Executive Director approval of, the total
         amount of hard and soft costs incurred by Developer and paid to unrelated third
         parties in connection with Developer's acquisition of the Site and construction of
         the Improvements thereon. Developer's submittal shall include a full accounting
         by line item of such hard and soft costs, together with such supporting
         documentation as may be reasonably requested by Agency's Executive Director,
         including copies of invoices and cancelled checks or other verification of
         payment. Agency Executive Director's approval of the total amount of

                                                -5-
806992%,l 29736/0016
                                                                                      313783


          Develdpcr's hard and soft cost expenditures shall not be unreasonably withheld or
          delayed."

         6. No violation or breach of the covenants, conditions, restrictions, provisions or
 limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the
 lien or charge of any mortgage, deed of trust or other financing or security instrument permitted
 by the DDA, provided, however, that any successor of Grantee to the Site shall be bound by such
 remaining covenants, conditions, restrictions, limitations and provisions, whether such
 successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or
 otherwise.

        7. Grantee's covenants contained in this Deed shall remain in effect' until the
 issuance of the Certificate of Completion for the Improvements, except for the following:

               a. The covenants pertaining to Grantee's use and maintenance of the Site and
 all improvements thereon, as set forth in paragraphs 2 and 3, shall remain in effect for the life of
 the Redevelopment Plan.

              b. The covenants pertaining to Grantee's payment of a portion of Excess Sale
Proceeds to Grantor, as set forth in paragraph 5 shall remain in effect for five years following
Grantee's Commencement of Operations.

               c. The covenants against discrimination, as set forth in paragraph 4, shall
remain in effect in perpetuity.

         8. Grantor is deemed the beneficiary of the terms and provisions of this Grant Deed
and of the covenants running with the land, for and in its own right and for the purposes of
protecting the interests of the community and other parties, public or private, in whose favor and
for whose benefit this Grant Deed and the covenants running with the land have been provided,
without regard to whether Grantor has been, remains or is an owner of any land or interest
therein in the Site or in the Redevelopment Project. Grantor shall have the right, if the Grant
Deed or covenants are breached, to exercise all rights and remedies, and to maintain any actions
or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to
which it or any other beneficiaries of this Grant Deed and covenants may be entitled.

        9. In the event of any express conflict between the provisions of this Grant Deed and
the provisions of the DDA, the provisions of this Grant Deed shall control.

        10. Any amendments to the Redevelopment Plan that change the uses or development
permitted on the Site or change the restrictions or controls that apply to the Site or otherwise
affect the Site shall require the written consent of the Grantee. Amendments to the
Redevelopment Plan applying to other property in the Redevelopment Project Area shall not
require the consent of the Grantee or its successor in interest to the Site.




                                                -6
806992v1 29736/0016
                                                                                    313783


        IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized as of the dates set
forth below.

                                                     GRANTOR:

                                                     REDEVELOPMENT AGENCY OF THE
                                                     CITY OF CONCORD, a public body,
                                                     corporate and politic


Dated:




McDonough Hollay(c'& Allen
Agency Co-Coun




                                [signatures continued on next page]




APPROVED AS TO FORM:



Agency C se1



                                                -7
806992v1 29736/0016
                                                                                                               313"183




                                                           ACKNOWLEDGEMENT

   STATE OF CALIFORNIA
   COUNTY OF CONTRA COSTA


   On August 11, 2005, before me, Mary Rae Lehman, City Clerk. personally appeared Lydia E. Du Borg, Executive Director of the
   Concord Redevelopment Agency personally known to me (or proved to me on the basis of satisfactory evidence) to he the person
   whose name is subscribed to the within instrument, and acknowledged to me that she executed same in her authorized rapacity, and
   that by her signature on the instrument the person. or the entity upon behalf of which the person acted. executed the instrument.


   WITNESS my hand and official se


   Signaturc E%%%/



Acknowteegement CC•24. 4.doi (Rev . 04.18.05)
         The provisions of this Grant Deed are herehy approved. and accepted.           383:83


                                                    GRANTEE:

                                                    ANDERSON LEIiMER INVESTMENT,
                                                    LLC, a California limited liability company


Dated: 2005 By:

                                                    Print Name G XY ^y               l
                                                                                / yo^St7/f^

                                                    Its:


Dated :                f         , 2005 By:

                                                    Print Name Do kre                    cat,

                                                    Its: lll^



APPROVED AS TO FORM:




Developer Counsel




                                               -8
806992v 1 29736/0016
                                                                                 al3783
STATE OF CALIFORNIA )
                                ) ss.
COUNTY OF^uy)



       On       Yt^            , 2005, before me, the undersigned notary public, personally
appeared       , ^^ o /r, n /d ^d E r e 7

        [ l      personally known to me
        [71      proved to me on the basis of satisfactory evidence

to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.

WITNESS my hand and official seal.


Signature
                           91 s/6^s^av


STATE OF CALIFORNIA )
                                 ss.
COUNTY OF



  On v- 2005 , before me , the undersigned notary public , personally
appeared e-
                                        i
        [ ) personally known to me
        [o4 proved to me on the basis of satisfactory evidence

to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/k' executed the same in his/.b c' authorized capacity, and that by his4kef` signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.

WITNESS my han and o icial seal.
                                                                                   H. KuNI
                                                                             Comm . 11438867
Signature                                                                   NOIAQYPYUM • CUKOPNU
                                                                              Conho Costa Counh
                                                                         my Comm . Ftphel OotaomE, 0I .A




306990v1 29736/0016
                                                                             313'83
STATE OF CALIFORNIA )
                                  ss.
COUNTY OF



       On t J' , 2005, before me , the undersigned notary public , personally
appeared           -y1-C--

         [ personally known to me
                  proved to me on the basis of satisfactory evidence

to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her signature on the
instrument the person , or the entity upon behalf of which the person acted , executed the
instrument.

WITNESS my hand and official seal.
                                1\

Signature




806992v 1 29736/0016
                                                                                313'783

                                           EXHIBIT A

                               LEGAL DESCRIPTION OF SITE

 All that portion of Parcel B as said Parcel is shown and so designated on that certain Map
 entitled "Parcel Map MSC 8-90" filed in the Office of the Recorder of Contra Costa County on
 September 24, 1990 in Book 148 of Parcel Maps at Page 34 and that certain parcel of land
 described in the Grant Deed from Wong, et ux, to the Redevelopment Agency of the City of
 Concord, recorded on July 31, 1989 in Book 15233 at Page 636, Official Records of said County
 and that certain Parcel of land described in the Grant Deed from Shell Oil Company to the
 Redevelopment Agency of the City of Concord, recorded on July 7, 1997, Document Number
 97-0116730-00, Official Records of said County, and that certain Parcel of land described in the
 Final Order of Condemnation in favor of the Redevelopment Agency of the City of Concord,
 recorded on December 01, 1998, Document Number 98-0301168-00, Official Records of said
 County, more particularly described in the Certificate of Compliance for Lot Line Adjustment
 recorded November 4, 2003, Instrument No. 2003-545020, Contra Costa County Official
 Records as follows:

 Beginning at the most southwest corner of said Parcel (2000-0128491-00); thence along the
exterior boundary of said Parcel (2000-0128491-00) the following nine courses: 1) along the arc
of a non-tangent 441.50 foot radius curve to the left, from which point the center of said curve
bears North 10° 50' 37" East, through a central angle of 07° 46' 37", an arc distance of 59.93
feet; 2) South 86° 56' 00" East 191.33 feet; 3) along the arc of a tangent 50.00 foot radius
curve to the left through a central angle of 68° 47' 53", an arc distance of 60.04 feet; 4)
tangent to the last course North 24° 16' 07" East 361.57 feet; 5) North 24° 16' 14" East 22.55
feet; 6) North 65° 42' 30" West 86.89 feet; 7) along the arc of a non-tangent 5679.58 foot
radius curve to the left, from which point the center of said curve bears South 66° 34' 44" East,
through a central angle of 00° 06' 04", an arc length of 10.02 feet; 8) North 65° 42' 31" West
60.82 feet; and 9) North 24° 17' 30" East 260.00 feet; thence leaving said boundary North 65°
42' 30" West 138.88 feet to a point on the western boundary of said Parcel (2000-0128491-00);
thence southerly along said western boundary the following three courses: 1) South 24° 17' 23"
West 154.90 feet; 2) South 23° 32' 17" West 174.63 feet; and 3) South 22° 05' 18" West
438.67 feet to the point of beginning.

EXCEPTING THEREFROM:

1. Mineral rights reserved in the Deed from Southern Pacific Company, recorded February 15,
1966, Book 3556, Page 597, as follows:

"All of the minerals and mineral ores of every kind and character now known to exist or
hereafter discovered upon, within or underlying said land or that may be produced therefrom,
including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and
other hydrocarbon substances and products derived therefrom, together with the exclusive and
perpetual right of said Grantor, its successors and assigns, of ingress and egress beneath the
surface of said land to explore for, extract, mine and remove the same, and to make such use
of the said land beneath the surface as is necessary or useful in connection therewith, which
use may include lateral or slant drilling, boring, digging or sinking of wells, shafts or tunnels;
provided, however, that said Grantor, it successors and assigns, shall not use the surface of
                                            Exhibit A
                                             Page 1
806992v 1 29736/0016
                                                                       313783

said land.in the exercise of any of said rights, and shall not disturb the surface of said land or
any improvements thereon."

2. Mineral rights reserved in the Deed from Southern Pacific Transportation Company, recorded
May 14, 1990, Instrument No. 90-92523, Book 15836, Page 353, as follows:

"All minerals and mineral rights, interests, and royalties, including without limiting the generality
thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals
500 feet or more below the surface of the property; however, Grantor or its successors and
assigns, shall not have the right for any purpose whatsoever to enter upon, into or through the
surface of the property in connection therewith."

APN: 126-030-032




                                                                            END OF DOCUMER,
                                             Exhibit A
                                              Page 2
806992v 129736/0016
                                                                                                      DO NOT RECORD
                                          FILOR REQUESTS
                                    DO NOT RECORD STAMP VALUE

 DECLARATION OF TAX DUE: SEPARATE PAPER:
 (Revenue & Taxation Code 11932-11933)
 NOTE: This Declaration is not a public record.                           0811812005 , 200 :0313183


                                                                               DOCUMENT#                   -


 Property located in:

            [] Unincorporated

            [t]^ City of Concord

            APN: 126- 030-032



            DOCUMENTARY TRANSFER TAX $ 550.00

                         Computed on full value

0           [) Computed on full value less liens or encumbrances remaining at time of sale.


            CITY CONVEYANCE TAX $


 "I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct."


            August 15, 2005




                                                         Print Name
                                                                          H. Mopera

                                                         For (Firm Name) FIRST AMERICAN TITLE
                                                                          INSURANCE COMPANY




                                                                                                      DO NOT RECORD
is



 TFRTAX. AFF Rev 12/99
                                     ATTACHMENT NO. 7


Recording Requested By )
And When Recorded Mail To: )

Redevelopment Agency of the )
City of Concord )
1950 Parkside Drive )
Concord, California 94519 )
Attn: Executive Director )

                                                      (Space Above This Linefor Recorder's Use Only)
                                                   [Exempt from recording fee per Gov. Code § 27383]



                              CERTIFICATE OF COMPLETION

THIS CERTIFICATE OF COMPLETION ("Certificate") is made by the REDEVELOPMENT
AGENCY OF THE CITY OF CONCORD, a public body corporate and politic ("Agency"), in
favor of ANDERSON LEHMER INVESTMENT, LLC, a limited liability company
(" Developer"), as of the date set forth below.

                                           RECITALS

A. Agency and Developer have entered into that certain Disposition and Development
      Agreement ("DDA") dated , 2004, concerning the redevelopment of
      certain real property situated in the City of Concord, California, as more fully described
      in Exhibit "A" attached hereto and made a part hereof.

B. As referenced in Section 313 of the DDA, Agency is required to furnish Developer or its
       successors with a Certificate of Completion upon completion of construction of the
       Improvements (as defined in Section 101 of the DDA), which Certificate is required to be
       in such form as to permit it to be recorded in the Recorder's Office of Contra Costa
       County. This Certificate is conclusive determination of satisfactory completion of the
       construction and development required by the DDA.

C. Agency has conclusively determined that such construction and development has been
      satisfactorily completed.

NOW, THEREFORE, the Agency hereby certifies as follows:

         1. The work of Improvements to be constructed by the Developer has been fully and
satisfactorily completed in conformance with the DDA.

          2. The DDA is of no further force and effect, and all rights, duties, obligations and
liabilities of Agency and Developer thereunder shall cease to exist. Any continuing and existing
rights, duties, obligations and liabilities of Agency and Developer (and its heirs, executors,

                                        Attachment No. 7
487596v4 29736/0016 Page 1 of 2
successors and assigns) pertaining to the Site are provided in the Grant Deed conveying the Site
to Developer, dated , 200_, and recorded in the Official Records of Contra
Costa County as Instrument No.

        3. This Certificate of Completion shall not be deemed or construed to constitute
evidence of compliance with or satisfaction of any obligation of Developer to any holder of a
mortgage, or any insurer of a mortgage, securing money loaned to finance the construction of the
improvements on the Site. This Certificate of Completion is not a notice of completion as
referred to in Section 3093 of the California Civil Code.

       4. All use, maintenance, nondiscrimination and other covenants contained in the
Grant Deed shall remain in effect and enforceable according to their terms.

IN WITNESS WHEREOF, Agency has executed this Certificate this day of


                                                  REDEVELOPMENT AGENCY OF THE
                                                  CITY OF CONCORD, a public body corporate
                                                  and politic


                                                  By:
                                                  Its:

ATTEST:



Agency Secretary


APPROVED AS TO FORM:




McDonough Holland & Allen PC
Agency Co-Counsel




                                        Attachment No. 7
487596v4 29736/0016                        Page 2 of 2
                                         EXHIBIT "A"

                         LEGAL DESCRIPTION
      ADJUSTED CITY OF CONCORD REDEVELOPMENT AGENCY PARCEL


REAL PROPERTY SITUATED IN THE CITY OF CONCORD, COUNTY OF
CONTRA COSTA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

A PORTION OF THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN THAT
CERTAIN DOCUMENT RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF CONTRA COSTA COUNTY ON , AS DOCUMENT
NUMBER
, MORE PARTICULARY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHWEST CORNER OF SAID PARCEL ( );
THENCE ALONG THE EXTERIOR BOUNDARY OF SAID PARCEL ( ) THE
FOLLOWING NINE COURSES: 1) ALONG THE ARC OF A NON-TANGENT 441.50
FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE CENTER OF
SAID CURVE BEARS NORTH 10°50'37" EAST, THROUGH A CENTRAL ANGLE
OF 07°46'37", AN ARC DISTANCE OF 59.93 FEET; 2) SOUTH 86°56'00" EAST
191.33 FEET; 3) ALONG THE ARC OF A TANGENT 50.00 FOOT RADIUS CURVE
TO THE LEFT, THROUGH A CENTRAL ANGLE OF 68°47'53", AN ARC
DISTANCE OF 60 .04 FEET; 4) TANGENT TO THE LAST COURSE NORTH
24°16'07" EAST 361.57 FEET; 5) NORTH 24°16' 14" EAST 22.55 FEET; 6) NORTH
65°42 ' 30" WEST 86 . 89 FEET; 7) ALONG THE ARC OF A NON-TANGENT 5679.58
FOOT RADIUS CURVE TO THE LEFT, FROM WHICH POINT THE CENTER OF
SAID CURVE BEARS SOUTH 66°34'44" EAST, THROUGH A CENTRAL ANGLE
OF 00°06'04", AN ARC LENGTH OF 10.02 FEET; 8) NORTH 65°42'31" WEST 60.82
FEET; AND 9) NORTH 24°17'30" EAST 260.00 FEET; THENCE LEAVING SAID
BOUNDARY NORTH 65°42'30" WEST 138.88 FEET TO A POINT ON THE
WESTERN BOUNDARY OF SAID PARCEL ( ); THENCE SOUTHERLY ALONG
SAID WESTERN BOUNDARY THE FOLLOWING THREE COURSES: 1) SOUTH
24°17'23" WEST 154.90 FEET; 2) SOUTH 23°32'17" WEST 174.63 FEET; AND 3)
SOUTH 22°05' 18" WEST 438.67 FEET TO THE POINT OF BEGINNING.

CONTAINING 3.78 ACRES OF LAND, MORE OR LESS.




ADMIN/98000/98012/98012 .4/LEGAL DESCRIPTIONS/LLA 2-03/REDEVELOPMENT
[NOTARY ACKNOWLEDGMENTS]


      [To Be Inserted]
                                                                                        Attachment 5



  REPORT OF THE CITY OF CONCORD REDEVELOPMENT AGENCY ON
   THE SALE OF REAL PROPERTY PURSUANT TO A PROPOSED FIRST
   AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
       BETWEEN THE AGENCY AND LEHMER INVESTMENT CO.


         This report has been prepared pursuant to Section 33433 of the California
Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) which
requires a redevelopment agency, prior to selling any real property acquired in whole or
in part, directly or indirectly, with tax increment monies, to prepare a report which
includes a copy of the proposed sale agreement and a summary which describes and
specifies: (1) the cost of the agreement to the agency; (2) the estimated value of the
interest to be conveyed or leased, determined at the highest and best uses permitted
under the redevelopment plan; (3) the estimated value of the interest to be conveyed
determined at the use and with the conditions, covenants, and development costs
required by the sale, the purchase price and, if there is a difference between the fair
market value determined at its highest and best use consistent with the redevelopment
plan and the purchase price, an explanation of the reasons for the difference; and (4) an
explanation of why the sale of the property will assist in the elimination of blight, with
reference to all supporting facts and materials relied upon in making this explanation.


1. PROPOSED SALE OF REAL PROPERTY

        A copy of the proposed First Amendment to Disposition and Development
Agreement ("FADDA") between the Redevelopment Agency of the City of Concord
(the "Agency") and Lehmer Investment Co. ("Lehmer"), which includes the proposed
sale of certain real property (the "Site") located at 1925 Market Street within the
boundaries of the City of Concord Redevelopment Project Area is attached as Exhibit A.
The Site is being sold to Lehmer for use as a parking lot for a retail building located
adjacent to the Site.


H. FINANCIAL SUMMARY

       A. Cost of FADDA to the Agency

              The purchase price of the Site to be paid by Lehmer to the Agency shall
              cover the Agency's costs associated with the FADDA, which are limited
              to normal escrow fees and charges, title insurance, and other costs of
              escrow.

       B. Estimated Value of the Site at Highest and Best Use

              Based upon an updated independent appraisal prepared in June 13, 2008,
              the estimated value of the Site determined at the highest and best uses is
              $170,000.00.
    Report on the Sale of Real Property Pursuant to a Proposed First Amendment to
         Disposition and Development Agreement between the Agency and Lehmer
                                                                     Investment Co.
                                                                         Page 2 of 2

        C. Estimated Value of the Site at the Use and with the Conditions,
               Covenants, and Development Costs Required by the FADDA

               The FADDA does not require any special use, conditions , covenants or
               development costs that change the estimated value of the Site from the
               estimated value at its highest and best use . Therefore , the estimated
               value of $170,000.00 is the estimated value of the Site.

               Lehmer to pay to the Agency the principal sum of One Hundred Seventy
               Thousand Dollars ($170,000) which is the fair market value of the Site as
               a loan from the "Agency Loan," with interest at the rate of three percent
               (3%) per annum. The entire principal balance of the Agency Loan, and
               all unpaid accrued interest, shall be due and payable, in full, upon the
               earlier of any resale or other transfer or encumbrance of the 1925 Site, or
               thirty-six (36) months after the date of this Loan. If Lehmer fails to make
               any payment under this Loan when due, the delinquent amount shall bear
               interest from the date due until the date paid at the lesser of ten
               percent (10%) per annum or the maximum rate permitted by law.


III. EXPLANATION OF WHY THE SALE OF THE SITE WILL ASSIST IN
       ELIMINATING BLIGHT

        The Redevelopment Agency of the City of Concord was formed to use the
process of Redevelopment to eliminate many aspects of economic, physical and social
blight existing within the City of Concord and more specifically within the boundaries set
forth within the Central Concord Redevelopment Plan. One of the principal objectives of
the Redevelopment Plan is to establish the Project Area as the center of the community in
symbolic, functional and economic terms. To accomplish this general goal the Plan
identifies a number of activities including those that will lead to enhanced economic
activity in the Redevelopment Area. The Redevelopment Agency's Ten Year
Implementation Plan reconfirms the long-standing major objectives of the
Redevelopment Plan and reiterates that economic development of Concord's older
downtown has been, and will continue to be, a primary goal of the Redevelopment
Agency.

        The Agency has been working to implement the goals and objectives of the
Redevelopment Plan and Ten Year Implementation Plan. The sale of the Site to Lehmer
pursuant to the terms of the Agreement will support the Agency's efforts to implement
the Redevelopment Plan and Ten Year Implementation Plan by supporting the
Redevelopment Agency's auto row development and the Agency's Lehmer's Dealership
project on the adjacent property at 1905 Market Street pursuant to the original
Disposition and Development Agreement between the Agency and Lehmer.

        The sale of the Agency-owned parcel will further assist in the elimination of
blight by bringing the two parcels - 1905 and 1925 Market Street - under Lehmer's
common ownership to support Lehmer's dealership.

				
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