Business Lease Agreement



1. Introduction. This Business Lease Agreement made in [city]

on [date] between [name], with offices at [address] (Lessor),

and [name], with offices at [address] (Lessee).



2. Description of Leased Business. Lessor leases to Lessee the

business [registered business name] described in Schedule A [omitted]

annexed to this Business Lease and made a part of it. Lessee acknowledges

ownership of said business belonging to Lessor.



3. Term of Business Lease. The term of this Business Lease is

for [number] years commencing on [date] and terminating on [date].



4. Extension of Term. The term of this Business Lease may be

extended for an additional term of [number] years starting with

the termination date set out in Paragraph 3 of this Business Lease

and ending on [date], provided Lessee notifies Lessor of Lessee's

intention to extend the term by registered or certified mail,

return receipt requested, posted no later than [number] months

before the original term ends.



5. Rental. Lessee will pay Lessor the annual rental for the

premises, and each piece of Equipment set out in Schedule A, including

all increases in the annual rental during the extended term of

this Business Lease, which rental is also set out in Schedule

A. The rent is to be paid in monthly installments of ........

dollars ($........) each during the first year of the term, of

........ dollars ($........) thereafter until the term ends, and,

if the term is extended in accordance with Paragraph 4, in monthly

installments of ........ dollars ($........) during the additional

term. The first monthly payment is due on [date], and payments

are due thereafter on the [number] day of each month.



6. Assignment of Rights by Lessor to Lending Institution. Lessor,

for the purpose of securing funds to purchase all or any part

of the Business Equipment listed on Schedule A, may assign all

of Lessor's right, title, and interest in and to all or any part

of the Equipment to the [bank]. Lessor may also assign to the

[bank] all right to all or any part of the monies due or to become

due under this Business Lease. If any such assignment is made,

Lessee will pay all sums assigned directly to the [bank] upon

receiving notice of the assignment.



7. Defenses, Setoffs, Claims Against Lessor's Assignee. In the

event Lessor assigns all or any part of the monies due under this

Business Lease to [bank], [bank's] right to receive those sums

shall not be subject to any defense, setoff, or counterclaim that

Lessee may have against Lessor but shall be subject to any defense

Lessor or Lessee has against [bank].



8. Ownership of Business Equipment. All the Business Equipment

leased to Lessee and all business equipment, attachments, accessories,

and modifications placed on or made to the business Equipment

by Lessor or Lessee, as well as all repairs to the business Equipment,

are Lessor's property.



9. Indicia of Lessor's Ownership. Lessor may stencil or otherwise

affix Lessor's name on all or any part of the Business Equipment

together with language stating that the Business Equipment is

owned by Lessor and leased to Lessee.



10. Title to Business Equipment Unencumbered. Lessor warrants

that Lessor is the sole owner of the Business Equipment listed

in Schedule A and that at the time of delivery to Lessee and during

the term of this Business Lease and any extensions of the term

the Business Equipment will be free of all liens and encumbrances

except as permitted by Paragraph 6. Lessor also warrants that

during the term of this Business Lease and any extension of the

term Lessor will not sell, lease, assign, or dispose of the Business

Equipment except as permitted by Paragraph 6 and will do nothing

to interfere with Lessee's use and enjoyment of the Business Equipment.



11. Delivery of Business Equipment. All the Business Equipment

listed on Schedule A shall be delivered to Lessee on or before

[date] at [address]. Lessor shall not be liable for any losses

Lessee may suffer by reason of late delivery. However, Lessee's

obligation to pay rent for any piece of Equipment shall not start

until Lessee receives delivery of that Equipment. Further, if

any piece of Equipment is not received by [date], Lessee, at Lessee's

option, may cancel this Lease insofar as it relates to that piece

of Business Equipment.



12. Repairs to and Maintenance of Business Equipment. During

the term of this Lease and any extension of the term, Lessee will

maintain the Business Equipment and keep it in good repair at

Lessee's sole expense, normal wear and tear and depreciation excepted.



13. Insurance. All risk of loss of the Business Equipment or

damage to it shall be borne by Lessee. Lessee, at Lessee's sole

expense, shall obtain insurance against loss or damage to the

Equipment by reason of fire and by reason of the other risks included

in the standard extended coverage provisions of casualty insurance

in amounts agreeable to Lessor. The policies shall be issued by

insurance companies qualified to do business in the state in which

the Equipment is located. Losses, if any, shall be payable to

Lessor. The insurance policies or satisfactory evidence of insurance

shall be delivered to Lessor. Lessee's failure to obtain or maintain

insurance shall constitute a default under this Lease, and, in

such event, Lessor or [bank], as Lessor's assignee, may obtain

the insurance, and the cost of the insurance so obtained shall

be additional rent, due and payable by Lessee on demand.



14. Damage to Business Equipment. Lessee's obligation to pay

rent will continue even though all or part of the Equipment is

damaged. Lessee, pursuant to Paragraph 12, shall repair or have

the Equipment repaired. If the damage to the Business Equipment

is covered by insurance carried by Lessee or Lessor pursuant to

Paragraph 13 or if Lessor has any right to reimbursement for such

damage by third parties, Lessor will assign Lessor's right to

the proceeds of the policies or Lessor's rights against the third

parties to reimburse Lessee for the cost of making the repairs.



15. Loss of Business Equipment. If the Business Equipment or

any part of it is stolen, destroyed, or damaged beyond repair,

Lessee will promptly pay the unpaid rental on such Business Equipment

for the balance of the term of this Lease, exclusive of any extensions

unless the term has been extended in accordance with Paragraph

4. Upon receipt of this payment by Lessor, Lessor will assign

to Lessee Lessor's rights to the proceeds of any policies of insurance

for such loss or Lessor's rights for reimbursement from third

parties for such loss, up to the amount of the unpaid rental remitted

by Lessee. Lessor shall also assign to Lessee all of Lessor's

right, title, and interest in and to such Business Equipment.

Insurance proceeds or reimbursements from third parties in excess

of the amounts assigned to Lessee shall belong to Lessor.



16. Lessee to Hold Lessor Harmless From Damages and Claims Arising

Out of Use of Business Equipment. Lessee will indemnify Lessor

and hold Lessor harmless against any losses, damages, claims,

or expenses arising out of Lessee's use and operation of the Equipment

or out of defects in the Business Equipment. This provision will

survive the termination of this Lease, regardless of the reason

for termination.



17. Taxes, Assessments, Etc., on Business Equipment. Lessee

will pay all taxes, fees, or assessments levied on or based upon

rental payments, this Lease, or the Equipment except for sales

taxes on the original purchase of the business equipment by Lessor

and Lessor's franchise and income taxes.



18. Limitation on Lessee's Right to Assign, Lease, or Sublet

premises and Business Equipment. Lessee may not assign this business

Lease or sublet any of the leased Equipment without Lessor's consent

in writing and upon such terms as Lessor shall require.



[Alternative Paragraph]



18. Limitation on Lessee's Right to Assign, Lease, or Sublet

Business Equipment. Lessee may assign this Lease or sublet any

of the leased Equipment to Lessee's wholly owned subsidiaries,

but any such sublease shall be subject to the terms of this Lease.

Lessee may not assign this Lease or sublet any of the leased business

Equipment to any other party without Lessor's express consent

in writing, which consent shall not be unreasonably withheld.

No assignment or sublease, whether to Lessee's wholly owned subsidiaries

or to third parties, shall relieve Lessee of Lessee's obligations

under this business Lease.



19. Events Constituting Lessee's Default. The occurrence of

any of the following events shall constitute a default of Lessee

under this Lease:



a. Failure to Pay Rent. Lessee's failure to pay any monthly

installment of rent within [number] days after the installment

becomes due;



b. Failure to Perform Other Obligations Under Business Lease.

Lessee's failure to perform one or more of Lessee's other obligations

under this Business Lease within [number] days after Lessor notifies

Lessee that Lessee is in default; or



c. Insolvency or Bankruptcy. The filing of a petition of bankruptcy

by or against Lessee; the appointment of a receiver or trustee

for all or part of Lessee's property; the making of an assignment

for the benefit of Lessee's creditors.



20. Termination of Lease Upon Lessee's Default--Return of Business

Equipment to Lessor. Upon the occurrence of any of the events

set out in Paragraph 19, Lessor, at Lessor's sole option and without

further notice to Lessee, may declare this Lease terminated. Upon

such termination, Lessee shall return all of the Business Equipment

to Lessor, and all of Lessee's rights shall end. With or without

process of law, Lessor or Lessor's agents may take possession

of the Business Equipment wherever it may be found, whether on

or off Lessee's premises. Once Lessor has taken possession of

the Business Equipment, Lessor may deal with it as Lessor chooses.

No disposition of the Business Equipment by Lessor shall affect

Lessee's remaining obligations under this Lease. The return of

the Business Equipment to Lessor shall be without prejudice to

Lessor's right to recover Lessor's actual damages or loss of profits

by reason of the termination of this Lease or, at Lessor's option

and as liquidated damages, the unpaid rental on the Business Equipment

for the balance of the term, exclusive of any extensions unless

the term has been extended in accordance with Paragraph 4.

21. Termination of Lease Upon Lessee's Default--Failure of Lessee

to Return Business Equipment. If Lessee fails to return the Business

Equipment to Lessor as provided in Paragraph 20, Lessee shall

pay to Lessor: (a) the unpaid rental on the Business Equipment

not returned for the balance of the term of this Lease, exclusive

of any extensions unless the term has been extended in accordance

with Paragraph 4, or (b) the cost of the equipment less depreciation

(using the [method of depreciation]), whichever is greater. This

payment by Lessee shall be without prejudice to Lessor's right

to recover Lessor's actual damages or loss of profits and to take

possession of the Business Equipment wherever it may be found.



22. Events Constituting Lessor's Default. The occurrence of

either of the following events shall constitute a default of Lessor

under this Lease:



a. Failure to Perform Obligations Under Lease. Lessor's failure

to perform one or more of Lessor's obligations under this Lease

within [number] days after Lessee notifies Lessor that Lessor

is in default; or



b. Insolvency or Bankruptcy. The filing of a petition of bankruptcy

by or against Lessor; the appointment of a receiver or trustee

for all or part of Lessor's property; the making of an assignment

for the benefit of Lessor's creditors.



23. Termination of Business Lease Upon Lessor's Default. Upon

the occurrence of any of the events set out in Paragraph 22, Lessee,

at Lessee's sole option and without further notice to Lessor,

may declare this Lease terminated. If Lessee terminates this Agreement,

Lessee will pay to Lessor the unpaid rental on the Business Equipment

for the balance of the term of this Lease, exclusive of any extensions,

unless the term has been extended in accordance with Paragraph

4. Upon such payment, the Business Equipment will become Lessee's

property, and Lessor will execute all documents reasonably required

to transfer ownership to Lessee. This shall be without prejudice

to Lessee's right to recover Lessee's actual damages by reason

of Lessor's default.



24. Notices. All notices required by this Lease shall be sent

by U.S. registered or certified mail, return receipt requested,

addressed to the party to be notified at the address set out in

this Lease, or at such other address as that party may have given

the other in writing. Notice shall be deemed given when posted.



25. Termination of Business Lease. Upon the end of the term

of this Business Lease or at the end of any extension of the term

of this Lease, provided neither party is in default, Lessee shall

deliver possession of the Equipment to Lessor at [address] or

such other address as may be reasonable and of which Lessor notifies

Lessee no later than [number] months before the term or any extension

of the term ends.



26. Rights of Lessor's Assignee. If Lessor makes an assignment

to [bank] in accordance with Paragraph 6, [bank] shall have all

of Lessor's rights under this Lease including, without limitation,

the right to terminate this Lease upon Lessee's default and exercise

all of Lessor's rights upon such termination.



27. Separability. The illegality or invalidity of any provision

of this Business Lease shall not affect the validity of the balance

of this Lease.



28. Applicable Law. The laws of [state] shall be applied in

construing this Lease regardless of where it is executed or where

the Equipment that is the subject matter of this Lease is located.



IN WITNESS WHEREOF, the parties have signed this Lease on the

date set forth above.



[signature]



Lessee



[signature]



Lessor