This indenture, made and entered into _________[year], by and between _________ of _________, _________, as lessor ("lessor") and _________, a _________ corporation, of _________, _________, as lessee ("lessee"), witnesses:

Article 1.

Definitions

The following terms, as used in this lease, shall have the meanings assigned below:

Article 2.

Demise; Premises; Term

For and in consideration of the mutual covenants and agreements herein set forth, lessor does hereby lease, let and demise unto lessee, and lessee does hereby lease and rent from lessor the parcel of real estate, including the easements and licenses pertaining thereto, as set forth in schedule A attached hereto and hereby incorporated as an integral part of this lease (such real estate, easements and licenses being called in this lease the "premises").

Lessee shall have and hold the leased premises for a term of 99 years, which shall begin on the date hereof and continue for a period of 99 years thereafter unless sooner terminated as herein provided.

Article 3.

Rental; Lease Year; Rental Adjustments

A. Lessee hereby covenants and agrees to pay to lessor during the term, without previous demand, at such address as lessor may from time to time designate in writing, a monthly rental in an amount equal to $_____ multiplied by the number of residence units (as herein defined) which are occupied by a unit owner (as herein defined), such monthly rental to be payable in advance on the first day of each month during the term. In the event the term hereof shall commence other than on the first day of a calendar month, the rental for the initial fraction of a month shall be payable at the monthly rate provided for herein, appropriately prorated on the basis of the number of days contained in such fraction of a month. A similar proration in the monthly rental shall be made for the last fractional month of the term.

B. The term "lease year," as used herein, shall mean the successive 12-month periods during the term of this lease; the first lease year to commence on the date hereof.

Article 4.

Permitted Use

The premises shall be used for the construction of approximately _________ residence units which will be conveyed by lessee to third parties pursuant to subleases or for any other lawful nonhazardous use which is not detrimental to the premises. In no event shall the premises be used for any unlawful or hazardous purpose or any other purpose which would invalidate any insurance thereon or be deemed a detriment to the concept of the residence development as contemplated by the declaration of condominium and plan of development which has been or will be recorded in connection with the premises.

Article 5.

Construction; Additions; Alterations

Lessee may at any time during the term of this lease, at lessee's sole expense, cause to be made such construction alterations, changes or additions of, in, on or to the demised premises, or any buildings or other improvements located thereon, as lessee deems necessary or desirable, provided there is no existing and unremedied default on the part of the lessee under any of the agreements, terms, covenants and conditions of this lease on the part of lessee to be performed, and provided further that prior to commencement of any work whatever, lessee shall obtain the approval of any and all municipal and other governmental authorities and departments having jurisdiction over such work, and the written approval of the holder of any mortgage permitted hereunder affecting the demised premises, if approval is required by the term of such mortgage.

Article 6.

Lessor's Subordination of Fee Interest

Lessor agrees that at any time within _________ (_________) years from the date here, lessor shall, if called upon by lessee, join with lessee in the execution of a mortgage on the demised premises to secure a borrowing or borrowings of lessee in the aggregate principal amount outstanding at any one time of no more than $_____. The proceeds of any notes or other indebtedness secured by such mortgage shall be disbursed solely for payment of obligations incurred by lessee in effecting this lease and constructing improvements on the demised premises and otherwise only as the lessor and lessee shall agree.

The form and content of the mortgage in which lessor shall be requested to join shall be subject to the approval of lessor, which approval shall not be withheld so long as the terms and provisions of the mortgage are consistent with the provisions hereof, and such mortgage shall, without limitation by reason of specification, contain provisions to the following effect:

(a) Shall state that lessor joins therein solely and exclusively for the purpose of subordinating lessor's interest in the demised premises to the lien of such mortgage, and for no other purpose and, notwithstanding lessor's inclusion as a mortgagor therein, without assuming any liability for the payment of the note or other indebtedness secured by such mortgage or for the performance or observance of any covenants or agreements contained in the note or other indebtedness or the mortgage;

(b) Shall provide that, notwithstanding any other provisions of the mortgage, in the event of any default in the performance or observance of any of the terms and conditions of the mortgage, or the note or other indebtedness secured thereby (which such default shall not have been cured within the grace periods therefor accorded to lessee, as mortgagor, in the mortgage), the mortgagee shall give written notice to the lessor of the continuance of such default and shall grant to the lessor an additional period (over and above any such grace periods) of 10 days from the date of lessor's receipt of such notice within which to cure such default, and shall provide that any payment made by the lessor pursuant to such provision shall be recognized by the mortgagee as fully as if made by the lessee; provided, however, that neither such provision nor any other provision of the mortgage shall be construed so as to impose any liability whatever on the lessor to make any payment or to perform or observe any covenant or condition of the mortgage or note or other indebtedness secured thereby; and

(c) shall or may provide for the assignment to the mortgagee of any rents due and payable to lessee under any sublease hereof, provided, however, that such assignment of rents will be effective only upon default in the payment or performance of any obligations imposed by the terms of the mortgage or note or other indebtedness secured thereby.

Article 7.

Insurance

A. Hazard Insurance. Lessee shall, at its expense, procure and maintain, or cause to be procured and maintained, in force throughout the term of this lease and any extensions thereof, fire insurance with extended coverage endorsement against loss or damage to the premises, in a reasonable amount and as may be required by any mortgagee. Such policies shall be written by reputable companies licensed to do business in the state of _________ and be in such form as shall be satisfactory to lessor and to the holder of any mortgage permitted hereunder. Further, such policies shall: (a) provide that the proceeds thereof shall be payable to lessor and lessee as their respective interests may appear, (b) include any mortgagee of the premises as an additional insured, as its interest may appear, and (c) require the insurer to give lessor and any mortgagee at least 10 days' advance written notice of any cancellation thereof. Lessee hereby waives any and all rights of recovery which it may have against lessor for any loss which is covered by any fire insurance or extended coverage carried by lessee pursuant to the foregoing provision of this paragraph, including without limitation any loss due to the negligence of lessor, lessor's agents or employees; provided, however, that such waiver shall be effective only to the extent of the proceeds paid on such insurance by reason of such loss.

B. Public Liability Insurance. Lessee shall purchase and maintain public liability insurance insuring both lessee and lessor against damages because of or resulting from any injury to property, person or loss of life sustained or claimed to have been sustained by any person in, about, or on any part of the premises, including any public sidewalks adjacent thereto, with limits of at least $_____ for property damage, $_____ for injury to or death of any one person, and $_____ for injuries or deaths arising out of or resulting from any one occurrence.

Article 8.

Taxes and Assessments

Lessee shall pay when due all real estate taxes and all assessments, general and special, levied against the land and improvements from time to time comprising the leased premises during the term as herein provided. Nothing herein contained shall prevent or prohibit lessee or lessor from protesting the validity or amount of any levy or assessment against the premises or from taking such actions as may be required or permitted by law for enforcing and effecting such protest. In this connection lessee may, if required by law, withhold the payment of any such protested taxes or assessments, but only on the express condition that the withholding of such payment shall be consented to by lessor. Such consent shall not be withheld so long as lessee proceeds in such protest according to statute and provides satisfactory security under such statute or otherwise to the effect that the premises shall not be lost for the nonpayment of such taxes or assessments. Nothing in this paragraph shall prohibit lessee from securing from the local tax assessor individual property tax assessments with respect to each unit subleased to a unit owner, including such unit owner's percentage of the common area, and arranging that such property taxes as may be attributable to such unit owner be paid by such unit owner to lessee or such unit owner's mortgagee, if any.

Article 9.

Additional Obligations of Lessee

A. Utilities, Licenses, Fees. Lessee agrees to pay when due, all charges and costs for water, gas, heat, air-conditioning, electricity, telephone and other utilities and services from time to time furnished to, or consumed in or upon, the premises including without limitation by reason of specification, any sewerage taxes or charges, and also to acquire and pay for all permits or licenses which may be required for lessee's business, and also to pay when due all occupation taxes, curb cut permit fees, and any other charges levied against the premises, whether or not of a similar nature; provided, however, that lessee may provide for payment of any or all of the above-specified services to be made by the unit owners.

B. Other Charges and Expenses. As it is intended that this lease is to provide lessor with a net return in the amount of the rental provided for in Article 3 hereof, lessee shall, in addition to all obligations expressly imposed upon it by the other provisions of this lease, pay any and all charges, costs and expenses arising out of or relating to its construction, occupancy or use of the demised premises or the operation of its business thereon.

Article 10.

Repairs and Maintenance

Lessee shall, at its sole expense, keep and maintain the premises in a good and first-class condition, all ordinary wear and tear excepted, and to that end shall make all ordinary and necessary repairs and replacements thereto including ordinary repairs and replacements which may be necessary from time to time to the building and other improvements erected thereon, and to the electrical, plumbing, heating and air conditioning and other equipment of all types therein and all other fixtures and installations in or about the premises, and all ordinary repairs which may be necessary from time to time to the parking areas, driveways, sidewalks, lawns, landscaping and other facilities and other outdoor areas on the premises and the appurtenances thereto. Lessee shall also, at its sole expense, keep any sidewalks adjoining any part of the premises free from snow, ice, rubbish and other obstructions.

Article 11.

Condemnation

A. Partial Taking. If a portion but less than all of the demised premises shall be taken by the exercise of the power of eminent domain, and if there shall remain after such taking sufficient area to permit lessee or its sublessees to continue their normal residential business operations or to permit the construction on that part of the demised premises remaining of buildings and improvements in replacement of and substitution for those taken and thus allow lessee or its sublessees to continue their normal business operations on the demised premises, then and in such event this lease shall terminate only as to the part of the demised premises so taken, effective as of the date lessee (and without further mention, its sublessees) is deprived of possession of such part, but such taking shall not affect this lease with respect to the part of the demised premises not taken. In the event of such a partial taking, the rental payable by lessee hereunder shall, from and after the date on which lessee is deprived of possession of such part, be reduced in that proportion which the number of square feet in the demised premises so taken bears to the total number of square feet contained in the demised premises immediately prior to such taking. Lessee shall in such event construct, if need be, buildings and improvements in replacement of and substitution for those taken to the extent necessary in order for lessee to continue its normal business operations in the demised premises. The portion, if any, of the award or compensation paid on account of such taking to which lessee is entitled pursuant to the provisions of paragraph C hereof shall be made available to and used by lessee to pay for the cost of constructing such buildings and improvements. If any part of lessee's portion of the award or compensation shall not be required to pay for the cost of such improvements, such portion shall, except for the rights of any first mortgagee, be divided equally between lessee and lessor.

B. Total Taking. If all of the demised premises shall be taken pursuant to the exercise of the power of eminent domain as aforesaid, or if so much thereof shall be taken so that lessee would be unable subsequent thereto, despite rebuilding as provided in paragraph A above, to continue its normal business operations on the demised premises, then this lease shall terminate upon the date lessee is deprived of the use of the demised premises, or a portion thereof, as the case may be, and any prepaid rental shall be equitably prorated as of the date of such termination.

C. Condemnation Awards. In the event of any taking, partial or total, lessor shall be entitled to receive that part of the total condemnation award or compensation for the taking which (in each case, whether or not so expressed in the award or compensation) is equal or attributable to the value of the land taken. The foregoing sum shall be retained by lessor for its own use and need not be made available to lessee for any rebuilding required of it under the previous paragraphs of this article. Lessee shall be entitled to receive the remainder of any award or compensation.

Article 12.

Damage or Destruction of Premises

A. Lessee To Repair and Replace. If the demised premises shall be damaged or destroyed during the term hereof by any cause or casualty, whether or not covered by insurance, lessee shall repair or replace the same, unless this lease shall be terminated pursuant to the provisions of paragraph B hereof. Such repairs or replacements shall be commenced as soon as reasonably possible after the occurrence of such cause or casualty and shall be conducted with all due diligence in accordance with the laws, regulations and other requirements of the state, federal, county, municipal and other governmental authorities having jurisdiction. The proceeds of any insurance paid with respect to and on account of such damage or destruction shall be made available to lessee to pay for the cost and expense of such repairs and replacements. The amount of insurance proceeds, if any, not required to finance the cost of such repairs and replacements shall become the sole property of lessee.

B. Termination. If the demised premises shall be destroyed or damaged to such extent that the cost to repair or replace such destruction or damage shall exceed 331/3 of the fair value of all of the buildings, improvements, furnishings, furniture, equipment and trade fixtures forming a part of the demised premises as constituted immediately prior to the occurrence of such destruction or damage, then and in such event and notwithstanding any of the prior provisions of this Article 12 or any other article hereof, lessee shall have the right to terminate this lease as of the date of such destruction by written notice to the lessor given within 30 days after such destruction; or to continue this lease and rebuild and restore the premises in accordance with paragraph A of this article. In the event that lessee shall elect to terminate this lease as aforesaid, it shall, as soon as reasonably possible after such destruction, restore the land comprising the demised premises as nearly as possible to the condition thereof at the date of this lease. In the event of termination of this lease by lessee as aforesaid, it shall also pay or cause to be paid the entire unpaid balance of principal and interest on any first mortgage outstanding against the demised premises pursuant to the provisions of Article 6 hereof. If this lease shall be terminated by lessee pursuant to the provisions of this paragraph B, lessor shall have no interest in or claim upon the proceeds of insurance paid or payable on account of or with respect to such damage or destruction except to the extent lessor may require the application thereof to payment of any outstanding first mortgage indebtedness, and any prepaid rents shall be equitably prorated as of the date of damage or destruction. Except as expressly provided in this paragraph B, damage to or destruction of the demised premises shall in no event terminate this lease or affect, abate or mitigate in any manner or for any period the obligation of lessee to pay rental hereunder.

Article 13.

Assignment and Sublease

A. Sublease. Lessee shall be permitted to sublease the residence units and related improvements and facilities to be constructed on the demised premises for use in accordance with Article 4 hereof. The form and content of each such sublease shall confer on lessor and lessee's mortgagee a period of not less than 30 days after written notice from the sublessee (in addition to any grace periods accorded to lessee in the sublease) to cure any default on the part of lessee, as sublessor, thereunder. The form and content of each such sublease shall also confer on sublessee's mortgagee, if any, a period of not less than 20 days after written notice from lessor or lessee (in addition to any grace periods accorded to sublessee in the sublease) to cure any default on the part of sublessee thereunder.

Article 14.

Indemnity

Lessee hereby indemnifies and saves lessor harmless against and from any and all claims, damages, costs, and expenses, including attorneys' fees, arising out of or resulting from lessee's use and occupancy of the leased premises or any equipment therein or appurtenances thereto, or such as may result from any accident in or about any improvements on the premises however caused, excepting only such damage or injury as may result from the negligent act or omission of lessor, lessor's agents, servants, or employees.

Article 15.

Default; Remedies; No Waiver of Rights

A. Right To Make Payments. In the event lessee shall fail to pay for the utilities consumed on the premises or to maintain, repair and replace such items as are herein required, lessor may, at its option, pay for such utilities or perform such maintenance, repairs and replacements, as the case may be, and the amounts so expended by lessor shall become due and payable with the installment of monthly rental next becoming due. If lessor shall be in default or shall fail or refuse to perform or comply with any of lessor's obligations under this lease, lessee, in addition to, but not in limitation of any other right or remedy, after giving lessor notice in writing of such default, failure or refusal and demand to remedy same may, at lessee's option, remedy the condition or matter referred to in such notice and lessor agrees to reimburse lessee for any expense reasonably incurred in connection therewith; or such expense or any part thereof, at lessee's option may be deducted in whole or in part from subsequent installments of rent; and in the event of any dispute between the parties as to the right of lessee to such reimbursement or deduction lessor will not give lessee any notice of default or termination of lease unless lessee shall fail to make good to lessor for any such deduction within 10 days after receipt of notice by lessee of a judgment in favor of lessor.

B. Other Enumerated Remedies. If (1) default be made in the payment of the rental payable hereunder by lessee and such default shall continue for 10 days after written notice thereof shall have been given to lessee, or (2) default be made in the performance or observance of any of the other covenants or conditions herein contained on the part of lessee and such default shall continue for 30 days after written notice thereof shall have been given to lessee (or, if such default is not of a type that can reasonably be corrected within 30 days, then if lessee fails to commence promptly and in good faith to proceed with due diligence to correct such default), then, and in either of the above-described events, lessor may elect, without notice, to terminate this lease and declare the term ended, to reenter the premises or any part thereof, to expel and remove lessee or any person or persons occupying the same and again to repossess and enjoy the premises. The foregoing rights of lessor shall be without prejudice to any remedies which might otherwise be used for arrears of or future accruing rent or other breach of covenants. No such entry, expulsion or removal, whether by direct act of lessor or through legal proceedings, shall affect the liability of lessee for the past due rent and future rent to accrue under this lease. In any of such events, lessor is hereby authorized to relet the premises in whole or in part to such party or parties and upon such terms as lessor may deem best, and after paying the costs and expenses of reletting, to apply the net proceeds from reletting upon the rent and other charges herein reserved, lessee hereby agreeing to pay any deficiency that may arise.

C. Remedies Not Exclusive. The remedies afforded the parties in this Article 15 shall not be deemed to be exclusive or alternative, but such remedies shall at all times be deemed to be cumulative; and in addition thereto, each party shall have each and every other remedy afforded it by this lease, by custom and usage, and by law and equity.

D. No Waiver of Rights. One or more waivers of any covenant, term or condition of this lease by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval of either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act.

Article 16.

Quiet Enjoyment

Lessor agrees that so long as lessee shall duly and punctually perform and observe all of the terms, covenants and agreements of this lease by lessee to be performed and observed, lessee shall quietly and peaceably hold, possess and enjoy the premises for the purposes herein permitted without any hindrance or molestation from lessor or any person claiming by, through or under lessor.

Article 17.

Miscellaneous

A. Representations. Lessee affirms that lessor and lessor's agent have made no representations or promises with respect to the premises, or the condition thereof, or the making or entry into this lease except as in this lease expressly set forth, and that no claim or liability shall be asserted by lessee against lessor for, and lessor shall not be liable by reason of, breach of any representations or promises not expressly stated in this lease.

B. Effect of Captions. The captions preceding the numbered paragraphs hereof shall be deemed and construed to be informative only and shall have no legal effect upon the interpretations of the terms and conditions of this lease.

C. Notices. Whenever in this lease it shall be required or permitted that notice be given by any party hereto to the other, such notice shall be given by certified or registered mail, and any notice so sent shall be deemed to have been given on the date that the same is deposited in the United States mail, postage prepaid. Notices shall be addressed to lessor at _________, and to lessee at _________, or at such other address as either party may from time to time specify in writing in lieu thereof. It is further agreed that each party hereto will promptly furnish to the other party hereto a copy of any notice it may receive from any third person which may affect the rights of any party hereunder.

D. Access. Lessee shall permit lessor, its agents and representatives, to have free access to the premises during lessee's normal business hours for the purpose of examining and inspecting the conditions thereof, and for exercising any right or power reserved to lessor under the terms of this lease. Lessor may during the last 3 months of the initial term or any extended term place one or more "For Rent" and/or "For Sale" signs of the customary type on the premises.

E. Surrender of Premises. Lessee upon termination of this lease, by lapse of time or otherwise, agrees peaceably to surrender to lessor the premises including all buildings, alterations, additions, improvements, and repairs made thereto in good condition and repair, except for acts of God, the effects of ordinary wear and tear, and damage by fire or other casualty.

F. Benefit. This lease and all of the covenants and conditions herein contained shall be binding upon the parties hereto and their respective successors and assigns, but nothing herein contained shall be deemed to authorize an assignment of lessee's interest under this lease except to the extent expressly permitted by Article 13 hereof.

G. Provisions Severable. If any provisions of this lease shall be held or declared to be invalid, illegal or unenforceable under any law applicable thereto, such provision shall be deemed deleted from this lease without impairing or prejudicing the validity, legality and enforceability of the remaining provisions hereof.

In witness whereof, lessor and lessee have caused this instrument to be executed under seal in the manner most appropriate to each such party as of the day and year first above written.

Signed and sealed in the presence of:

(Corporate seal)

[Acknowledgments]

This instrument was drafted by _________.