-----Original Message-----
From: Anita L.Oliveri [mailto:aoliveri@uswest.net]
Sent: Monday, October 20, 2003 5:57 PM
To: Brent McQuarrie
Cc: Justin McQuarrie; Shantele; Rrasmussen; Michale. D. Mitchell; Geoffrey Granum; Don Haven; Mary Finan
Subject: FW: lease

Hello  Brent,

This is the current draft of lease.   it has not been approved by the team as yet.  We have sent it to the HOA attorney for fixes.  We are sure there are inaccuracies,  and we can work them out.  There are also some questions:

Insurance company wants to know about content insurance.  what contents are we responsible for?  will you be writing a bill of sale for items we will be insuring for content and liability of use?

also not sure how to word the point of legacy doing the pool testing thru the summer.  should we say legacy is responsible for x days a week and the HOA y days a week. let us know.

f.y.i,

we are estimating a cost of $8500-$10000 per year to have the pool available for use  May 15 thru September 15. The insurance company will be doing a site survey and then a quote to fine tune this number. 

Thank you,

Anita

LEASE AGREEMENT

This Agreement, made this ___ day of ______________________, 2003, by and between Lakeside Village Owners Association, Inc. a Utah non-profit corporation of Huntsville, Utah (hereinafter referred to as “Lessor”) and Legacy Properties, L.C., a Utah limited liability company (hereinafter referred to as "Lessee"):

W I T N E S SE T H:

WHEREAS, Lessor has agreed to permit Lessee to occupy the Premises identified in Exhibit A and described as the Sales and Rental Area of the Clubhouse located at _______________, Huntsville, Utah; and

WHEREAS, Lessee is desirous of occupying the Premises the Premises identified in Exhibit A and described as the Sales and Rental Area of the Clubhouse (hereinafter referred to as “the Premises”);

NOW THEREFORE, it is mutually agreed as follows:

Lessor, for and in consideration of the Rents provided for herein and the terms, covenants, conditions, and agreements hereinafter expressed and contained, all and singular on the part of Lessee to be paid, performed, observed and fulfilled, hereby Leases to Lessee the Premises at

1. Term of Agreement

The term of the Agreement shall be for a period of four (4) years commencing on ___________1, 2003 and terminating on ___________ 1, 2007, or the end of the Declarant Control Period as defined the Fourth Amendment to the Declaration of Condominium of the Ski Lake Village Resort Condominium (Phase I)(An Expandable Condominium) recorded in the County Recorder of Weber County on May 23, 2001, in Book 2140, Page 2405, et.seq., as Entry Number 1772011, whichever event occurs first.

However, Lessor reserves the right to annually review the terms of this Agreement and should Lessor’s members determine that the continuation of this Agreement in not in the best interest of Lessor, then Lessor has the right to terminate the Agreement with thirty (30) days written notice to Lessee.

2. Rent

For the first year of the Agreement term, Lessee shall pay Rent for the Premises in the sum of $________ annually, payable in monthly installments of $___________, in advance, on the first day of each month (hereinafter referred to as “Rent”). The Rent shall be adjusted each year thereafter so as to increase the annual Rental by five percent (5%) above the preceding annual Rent.

Any payment due from Lessee and not received by Lessor upon the date herein specified to be paid shall bear interest from the date such payment is due to the date of actual payment at a rate equal to eighteen percent (18%) or the highest lawful rate of interest permitted by the laws of Utah, whichever rate of interest is lower. In addition, in consideration of Lessor’s additional administrative expenses incurred as the result of late payments, Lessee shall pay to Lessor a late-payment charge equal to five percent (5%) of the amount due if such payment is not received by Lessor within two (2) days from the date required to be paid hereunder. Notwithstanding the interest charge and late payment charge, nonpayment of Rent and/or Additional Charges or other charges due hereunder (including, without limitation, the interest and late payment charge imposed by this Paragraph) shall constitute a default of this Agreement.

All Rent and Additional Charges and other amounts of money payable by Lessee to Lessor under this Agreement shall be paid to Lessor, without demand, deduction or offset, in lawful money of the United States of America at Lessor's address for notices hereunder or to such other person or at such other place as Lessor may from time to time designate in writing.

3. Security Deposit

Lessee shall deposit the sum of $_____________ on or by _____________ 1,2003, as a security deposit to be held by Lessor for the faithful performance by Lessee of the covenants herein, but in no event shall Lessor be obliged to apply the security deposit to Rent or Additional Charges in arrears or to damages for lessee's failure to perform the said covenants; however, Lessor may so apply the security deposit at its option, and the Lessor's right to the possession of the Premises for nonpayment of Rent or for any other reason shall not in any event be affected by the reason of the fact that Lessor holds this security deposit or applies it to the Rent past due. Lessor shall not be obliged to keep the security deposit as a separate fund, but may mix the same with its own funds. At such times as the Rent is increased in accordance with the provisions in Article 2 above, Lessee shall deposit with Lessor an additional amount equal to the amount of the monthly increase in Rent so as to maintain a security deposit equal to one month's Rent at all times.

4. Use

Lessee shall use the Premises exclusively for a real estate sales and Rental office for Lessee owned condominium Units at Lakeside Village.

5. Subletting, Assignment, and Mortgage

Lessee, its officers, agents, and successors shall not assign, mortgage, or encumber this Agreement , nor further sublet, use or permit the Premises or any part thereof to be used by others, without the prior written consent of Lessor

In the event of sublet, assignment, transfer or hypothecation, Lessee shall remain liable for payment of Rent and compliance with all other covenants of this Agreement unless provided otherwise or released in writing from such responsibility by Lessor. Any sublet, assignment, transfer, mortgage or encumbrance attempted without said written consent of Lessor shall give Lessor the right to terminate this Agreement and re-enter and repossess the Premises after three (3) days notice in writing.

6. Alterations, Improvements, Additions to Premises and Mechanics Liens

Lessee shall not make or permit anyone to make any alterations, additions or improvements, in or to the Premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld. All such work shall be done at such times and in such manner as Lessor may from time to time designate. All of such alterations, additions or improvements permitted by Lessor must conform to all rules, regulations and requirements of Weber County, and shall be performed in a good and workman like manner.

If any mechanics lien is filed against the Premises or the real property of which the Premises are a part, for work claimed to have been done for, or materials claimed to have been furnished to, Lessee, such mechanics lien shall be discharged by Lessee within twenty (20) days thereafter, at Lessee's sole costs and expense, by the payment thereof or by filing any bond or other means of security required or permitted by law. If Lessee shall fail to discharge any such mechanics lien, Lessor, may at its option, discharge the same and treat the cost thereof as additional Rent payable with the installment of Rent or Additional Charges next becoming due; it being hereby expressly covenanted and agreed that such discharge by Lessor shall not be deemed to waive, or release, the default of Lessee in not discharging the same. Unless otherwise agreed to in writing, it is understood and agreed by Lessor and Lessee that any such alterations, additions or improvements shall be undertaken on behalf of Lessee and not on behalf of Lessor, and that Lessee shall be deemed to be the "owner" and not the "agent" of Lessor for purposes of Utah Mechanics Lien Laws. It is further understood and agreed that in the event Lessor shall give its written consent to Lessee's making any such alterations, additions, or improvements, such written consent shall not be deemed to be an agreement or consent by Lessor to subject Lessor's interest in the Property to any mechanics lien which may be filed in respect of any such alterations, additions or improvements made by or on behalf of Lessee. Lessee will indemnify and hold Lessor harmless from and against any and all expenses, liens, claims or damages to persons or property which may or might arise by reason of the making of any such alterations, additions, or improvements.

If any such alterations, additions or improvements are made without the prior written consent of Lessor, except as otherwise permitted herein, Lessor may notify Lessee to remove same. If after reasonable time, Lessee shall fail to comply, Lessor may correct or remove the same, and Lessee shall be liable for any and all expenses incurred by Lessor in the performance of this work. All alterations, or improvements in or to the Premises made by Lessee shall remain the property of Lessor, subject to lien in favor of Lessor provided below, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the term of this Agreement, without disturbance, molestation, or injury; except that upon termination of this Agreement and surrender of the Premises, all alterations, additions or improvements made by Lessee which Lessor request be removed shall be removed by Lessee at its sole expense and any damage caused thereby shall be repaired by Lessee.

Lessor shall have a lien on all equipment, furniture, fixtures, alterations, and improvements placed on or made to the Premises as security for Rent herein and such property shall not be removed therefrom without the consent of Lessor until all arrearages then due shall have been paid and discharged. Upon surrender of the Premises by Lessee, all furniture and trade fixtures put in at the expense of Lessee which are not removed by Lessee within thirty (30) days after termination of this Agreement, shall be deemed abandoned by Lessee and maybe appropriated by Lessor without further notice or obligation to Lessee. Unless it shall restore the Premises to the conditions they were in prior to the installation of the fixtures, Lessee will be liable for any damage done to the Premises caused by the removal of Lessee's furniture and trade fixtures therefrom.

7. Maintenance and Repair

Lessee shall be responsible for maintaining the Premises in a clean and safe condition. Lessor shall be responsible for all structural, electrical and plumbing repairs and replacements, unless such repair and replacement is necessitated due to action taken by Lessee or it’s employees, agents, customers or guests, in which case, Lessee shall be responsible to pay for the cost of such repair and replacement.

Lessee covenants and agrees that at the expiration of the term of this Agreement or at the sooner termination thereof by forfeiture or otherwise, it will deliver up Premises including all structures and improvements affixed to realty thereon or therein, their appurtenances, fixtures, equipment, furnishings, or materials shall be of like quality as those replaced.

Except in the case of emergency or as otherwise provided in this Agreement, in the event that substantial repairs to the Premises are required, Lessee shall not make such repairs nor make any contracts therefore without first delivering to Lessor the plans and specifications for said repairs and the identity of the contractor to perform said repairs.

8. Additional Charges

Commencing on the date Lessor delivers possession of the Premises to Lessee, Lessee shall promptly pay for utilities rendered or furnished to the Premises including water, gas, fuel, electricity and sewer charges, directly to the utility company furnishing such utility or to Lessor, within fifteen (15) days after receipt of an invoice, if such utility is submetered by Lessor. If Lessor submeters any utility, Lessee shall not be charged more than the rates Lessee would be charged for the same utility if furnished directly to the Premises by a public utility. Lessor shall not be liable to Lessee in damages or otherwise if any one or more of said utilities or services furnished by Lessor or any public or private utility is interrupted, terminated or fluctuated for any reason whatsoever nor shall any such interruption, termination or fluctuation relieve Lessee from the obligation to perform all provisions of this Agreement.

Lessee shall pay Lessor Two Hundred Dollars ($200.00) per month, in advance, on the first day of each month, representing Lessee’s share of the landscaping cost for Lakeside Village Resort.

9. Insurance

At all times during the term of this Agreement, Lessee shall, at its sole expense, procure and maintain the following types of insurance coverage:

(a) Comprehensive or commercial general liability insurance, with a deductible satisfactory to Lessor, in the minimum amount of One Million Dollars ($1,000,000) for any occurrence (or such greater amount as Lessor in Lessor's reasonable judgment may from time to time determine) with respect to bodily injury, death and damage to property. Such insurance shall insure the indemnity obligation set forth in Section 10 of this Agreement and shall include, among other coverage, products liability, personal injury, and, if Lessee sells or serves alcoholic beverages, liquor and host liability coverage;

(b) Fire, extended coverage and all-risk casualty insurance in the amount of the replacement cost of Lessee's improvements, betterments, furnishings, equipment, goods, inventory and other personal property and contents; and

(c) Worker's Compensation Insurance, as required by applicable law.

During any period of construction on the Premises by Lessee, Lessee agrees to obtain and maintain, or cause its contractor to obtain and maintain, as long as such construction activity is occurring, in addition to the insurance coverages set forth above, the following insurance coverages:

(a) Independent contractor's liability insurance;

(b) Products/completed operations coverage which shall be kept in effect for two (2) years after the completion of the construction work; and

(c) "XCU" explosion, collapse, and underground property damage exclusion removed.

The insurance required under this Section and all renewals thereof shall be written by good and responsible companies qualified to do and doing business in the State of Utah as may be approved by Lessor, which approval shall not be unreasonably withheld. Lessor's approval shall be deemed to be not unreasonably withheld if Lessee's insurer has a rating less than Best's A-VI rating. Each policy shall expressly provide that the policy shall not be canceled or altered in such manner as to adversely affect the coverage afforded thereby without fifteen (15) days' prior written notice to Lessor. All insurance under this Section shall designate the Lessor as an additional insured. Lessee shall deposit the policy or policies of such insurance or a certificate of certificates thereof with Lessor prior to taking possession of the Premises and evidence of all renewals of same not less than ten (10) days prior to the expiration date of such policy or policies, but failure of Lessee to deliver any policies or certificates of insurance to Lessor shall not release Lessee from obtaining the above-required coverage.

10. Indemnification

Lessee will indemnify and save Lessor, its agents and employees, harmless from and against any and all claims, actions, damages, liabilities and expenses in connection with loss, damage or injury to persons or property occurring in, on or about, or arising out of the Premises, or the use or occupancy thereof, or the conduct or operation of Lessee's business, or occasioned wholly or in part by any act or omission of Lessee, Lessee's agents, contractors, customers or employees.

11. Waiver of Liability

Lessor and Lessor's agents and employees shall not be liable for and Lessee waives and releasesall claims for damage to person or property, loss of business, loss due to business interruption, loss of income, loss of property and any and all other losses or damages sustained by Lessee or any person claiming through Lessee resulting from any accident or occurrence in or upon the Premises or any other part of Lakeside Village Resort. Said waiver shall include but not be limited to claims resulting from the following, whether or not Lessor has the obligation to repair the same: (a) any equipment becoming out of repair; (b) wind; (c) any defect in, failure or breaking of plumbing, heating, cooling or air conditioning lines, pipes or equipment, sprinkler system, electrical wiring, gas lines, water lines and sewer lines; (d) broken glass; (e) the backing up of any sewer pipe or downspout; (f) the bursting, leaking or running of any pipe, tank, water closet, waste pipe, drain or any other pipe or line; (g) the escape of steam or water; (h) water, snow or ice being upon or coming through the floor, walls, roof, skylight, trap door, foundation, stairs, walks or any other place; (i) the falling of any fixture, plaster, stucco or other material: and (j) any act, omission or negligence of trespassers, thieves or co-Lessees or of other persons or occupants of the building or adjoining or contiguous buildings or of owners or occupants of adjacent or contiguous property.

12. Entry by Lessor and Lessor’s Members

Lessor may enter the Premises at reasonable hours to (a) inspect the same, (b) determine whether Lessee is complying with all its obligations hereunder, (c) supply any services to be provided by Lessor to Lessee hereunder, (d) post notices of nonresponsibility, and (e) make repairs required of Lessor under the terms hereof or repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of Lakeside Village Resort. Lessee hereby waives any claim for damages for any injury or inconvenience to or interference with Lessee's business. Lessor shall have the right to use any and all means which Lessor may deem proper to enter the Premises in an emergency.

Lessor’s members shall have access to the Owner’s Area, Restrooms, Workout Room, and Laundry areas identified on Exhibit A during reasonable hours as established by Lessor.

13. Default

(a) Events of Default. The occurrence of any one or more of the following event or events of default shall constitute a breach of this Agreement by Lessee: (i) if Lessee shall fail to pay any Rent or Additional Charges when and as the same becomes due and payable and such failure shall continue for more than five (5) days; (ii) if Lessee shall fail to perform or observe any other term or covenant of this Agreement to be performed or observed by Lessee, and such failure shall continue for more than ten (10) days after the notice thereof from Lessor; (iii) if Lessee shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, regulation or shall file an answer admitting or fail timely to contest the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Lessee or any material part of its properties; or (iv) if within forty-five (45) days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within forty-five (45) days after the appointment without the consent or acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of any material part of its properties, such appointment shall not have been vacated (it is understood that any or all of the occurrences listed in subclause (iii) above and this subclause (iv) shall be deemed a default due to bankruptcy and shall apply to and include any Guarantor of this Agreement).

(b) Remedies. Upon the occurrence of an event of default or default, Lessor shall have the option to pursue any one or more of the following remedies: (i) Terminate this Agreement by written notice at once or at any time thereafter, in which event Lessee shall immediately surrender the Premises to Lessor, but if Lessee fails to do so, Lessor may, without further notice and without prejudice to any other remedy Lessor may have for possession or arrearages in Rent or damages for breach of contract, enter upon the Premises and expel or remove Lessee and its personalty, by force if necessary, without being liable to prosecution or any claim for damages therefor; and Lessee agrees to indemnify Lessor for all loss and damage which Lessor may suffer by reason of such Agreement termination, whether through inability to relet the Premises, or through decrease in Rental, or otherwise. In the event of such termination, Lessee shall pay to Lessor all arrearages in Rent and Additional Charges and reimbursements, plus interest thereon as set forth in this Agreement; attorney's fees incurred as a result of Lessee's default and the termination of this Agreement. (ii) Exercise all remedies granted a "Secured Party" under the Utah Uniform Commercial Code. Lessor shall have a lien upon all goods, chattels, personal property, liquor licenses, of any description belonging to Lessee which are placed in, or become a part of, the Premises, at any time during the term, and any replacements of or proceeds thereof (collectively, the "Collateral"), as security for the performance by Lessee of its obligations under this Agreement, which lien shall not be in lieu of or in any way affect any statutory Lessor's lien given by law, but shall be cumulative thereto; and Lessee hereby grants to Lessor a security interest in all such Collateral. In the event Lessor exercises its option to terminate this Agreement or Lessee's right of possession, Lessor may at its option take possession of all or any portion of the Collateral and sell the same at public or private sale after giving Lessee reasonable notice of the time and place of any public sale, or of the time after which any private sale is to be made, for cash or on credit, or for such prices and terms as Lessor deems best, with or without having the property present at such sale. In addition, Lessor may at its option foreclose this lien in the manner and form provided by the foreclosure of security instruments or in any other manner permitted by law. The proceeds of any such foreclosure or sale shall be applied first to the necessary and proper expense of removing, storing, and selling such property, including reasonable attorney's fees, then to the payment of any indebtedness, other than Rent, due hereunder from Lessee to Lessor, including interest thereon, then to the payment of any Rental or to other sums due or to become due under this Agreement, with the balance, if any, to be paid to Lessee. Lessee shall at the request of Lessor, execute and deliver such additional documents as may be requested, including a Uniform Commercial Code Financing Statement(s) (Form 1), to perfect this security interest. (iii) If Lessor shall not be permitted to terminate this Agreement as hereinabove provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy, as amended (the "Bankruptcy Code"), then Lessee as a debtor in possession or any trustee for Lessee agrees promptly, within no more than fifteen (15) days upon request by Lessor to the Bankruptcy Court, to assume or reject this Agreement, and Lessee on behalf of itself and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Agreement by Lessor with such Court. In such event, Lessee or any trustee for Lessee may only assume this Agreement if (A) it cures or provides adequate assurance that the trustee will promptly cure any default hereunder, (B) compensates or provides adequate assurance that Lessee will promptly compensate Lessor for any actual pecuniary loss to Lessor resulting from Lessee's defaults, and (C) provides adequate assurance of performance during the fully stated Term hereof of all of the terms, covenants, and provisions of this Agreement to be performed by Lessee. In no event after the assumption of this Agreement shall any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Agreement as set forth hereinabove shall include, without limitation, adequate assurance of (A) the source of Rental reserved hereunder, (B) that any Percentage Rent will not decline from the levels anticipated based on Lessee's past performance, and (C) that the assumption of this Agreement will not breach any provision hereunder.

(c) The remedies provided for Lessor in this Agreement are in addition to any other remedies available to Lessor at law or in equity or by statute or otherwise.

(d) If as a result of any breach or default in the performance of any of the provisions of this Agreement, Lessor uses the services of an attorney in order to secure compliance with such provisions or recover damages therefor or to terminate this Agreement or evict Lessee, Lessee shall reimburse Lessor upon demand for any and all attorney's fees and expenses so incurred by Lessor.

14. Eminent Domain

If all or part of the Premises shall be taken as a result of the exercise of the power of eminent domain, this Agreement shall terminate as to the part so taken as of the date of taking, and, in the case of such a taking, Lessor shall have the right to terminate this Agreement by written notice to the Lessee within thirty (30) days after such date. In the event of any taking, Lessor shall be entitled to any and all compensation, damages, awards, or any interest therein whatsoever which may be paid or made in connection therewith, and Lessee shall have no claim against Lessor for the value of any unexpired term of this Agreement or otherwise. Nothing in this Section shall be construed as precluding Lessee from seeking on its own behalf and expense a separate award for its moving expenses so long as such award shall not reduce Lessor's award.

15. Subordination

This Agreement shall be subject and subordinated at all times to the liens of all mortgages and trust deeds in any amount or amounts whatsoever now or hereafter placed on or against the Premises by Lessor, or on or against Lessor's interest or estate therein. Such subordination shall be self-operative, without the necessity of having further instruments executed on the part of Lessee to effectuate such subordination. Lessee shall attorn to the purchaser at any foreclosure, sale or other action or proceeding, and Lessee agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Agreement to such ground or underlying Agreements, and to the lien or security title of any mortgages or trust deeds as may be required by Lessor; provided, however, that neither the holder of any such mortgage or deed to secure debt or any successor in interest shall be bound by any payment of Rental for more than one (l) month in advance. Notwithstanding the provisions hereof, should any mortgagee require that this Agreement be prior rather than subordinate to its mortgage, Lessee shall, promptly upon request therefor by Lessor or such mortgagee, and without charge therefor, execute a document effecting and/or acknowledging such priority, which document shall contain, at the option of such requesting party, an attornment obligation to the mortgagee (or any party acquiring title through such mortgagee) as Lessor in the event of foreclosure or deed in lieu thereof. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such certificates or documents for and on behalf of Lessee if Lessee shall fail to do so within ten (10) days after demand.

16. No Merger

The voluntary or other surrender of this Agreement by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor terminate all or any existing subleases or subtenancies, or may, at the option of Lessor, operate as an assignment to it of any or all such subleases or subtenancies.

17. Estoppel Certificate

At any time and from time to time but within ten (10) days prior written request by Lessor, Lessee will execute, acknowledge and deliver to Lessor, promptly upon request, a certificate certifying (a) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect, as modified, and stating the date and nature of each modification), (b) the date, if any, to which Rent and Additonal Charges payable hereunder have been paid, (c) that no notice has been received by Lessee of any default which has not been cured, except as to defaults specified in said certificate, and (d) such other matters as may be reasonably requested by Lessor.

18. Holding Over

If Lessee remains in possession after expiration of the term of this Agreement, with or without Lessor's acquiescence and without written agreement, this Agreement shall become a month-to-month tenancy, and there shall be no renewal of this Agreement by operation of law. Unless Lessor shall have advised Lessee that Lessee must vacate the Premises at the expiration of the term, in which event Lessee shall be deemed to be a Lessee-at-sufferance and such tenancy may be terminated by written notice from either party to the other party and such termination shall be effective as of the last day of a calendar month following the thirtieth (30th) day after receipt of such notice. Lessee hereby waives any requirement that Lessor give the notice required under Utah law. During the period of any such holding over, all provisions of this Agreement shall be and remain in effect. Nothing in this Section shall be construed to release Lessee, and Lessee shall be liable to Lessor, for any damages which Lessor may suffer as the result of Lessee's failure to vacate the Premises when required under this Agreement. If Lessee remains in possession after the expiration or the term or this Agreement, and if Lessor shall have advised Lessee to vacate the Premises at the expiration of the term, Lessee shall be subject to immediate eviction without notice. This Section will survive the termination of this Agreement, by lapse of time or otherwise.

19. Waiver by Lessor

No waiver of any of the terms, covenants, provisions, conditions, rules and regulations under this Agreement and no waiver of any legal or equitable relief or remedy of Lessor against Lessee shall be implied by the failure of Lessor to assert any rights or for any other reason, unless said waiver shall be in writing signed by the Lessor. The forgiveness or performance of any one or more of the terms, provisions, conditions, rules and regulations of this Agreement shall not be claimed or pleaded by Lessee to excuse a subsequent failure of performance of any of the terms, provisions, conditions, covenants, rules and regulations of this Agreement.

20. Vacation of Premises

Lessee shall deliver up and surrender to Lessor possession of the Premises, including all alterations to the Premises and fixtures permanently attached to the Premises during the term (except such alterations and fixtures as Lessor shall direct Lessee to remove not later than thirty (30) days after the expiration of the term or the earlier termination) and all property required to be left in the Premises pursuant to this Agreement on the date of the expiration of the term of this Agreement or its termination in any way, in the same condition as the Premises when Lessee takes possession (ordinary wear and tear only excepted); and Lessee shall deliver the keys to the office of Lessor or Lessor's agent.

21. Rent Demand; Accord and Satisfaction

(a) After the service of any notice, the commencement of any suit, or the rendering of a final judgment therein, Lessor may receive and collect any Rent due and such collection or receipt shall not operate as a waiver of nor affect or prejudice any such notice, suit or judgment.

(b) No payment by Lessee or receipt by Lessor of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the stipulated Rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such Rent or pursue any other remedy provided for in the Agreement or available at law or in equity.

22. Notices

Any notice required to be given by or on behalf of either party upon the other shall be in writing and shall be given by mailing or delivering such notices or consents by registered or certified mail, return receipt requested, or by an established commercial courier service such as Federal Express, addressed to the Lessor and to the Lessee at the address set forth below, respectively, or at such other address as may be specified from time to time, by notice delivered to the other party; provided, however, that from and after the Commencement Date of the term of this Agreement notice to Lessee delivered to the Premises shall be deemed to be sufficient for all purposes of notice required by this Agreement. Notice shall be deemed given and received on the date of delivery, the date that delivery of such notice shall be rejected if rejected by the addressee, or the date of first attempted delivery of such notice, as set forth on the return receipt card, whichever shall be the first to occur.

Lessor'sAddress

For Notices: Lakeside Village Owners Association, Inc.

Huntsville, Utah ____________

Lessee's Address

For Notices: Legacy Properties, L.C.

Provo, Utah ____________________

23. Applicable Law and Construction

(a) The laws of the state of Utah shall govern the validity, performance and enforcement of this Agreement. Any provision of this Agreement which is contrary to a law which the parties cannot legally waive or contract against (such as, for example, antitrust laws) is and shall be void and not binding on either party hereto; provided, however, that the invalidity or unenforceability of any provision of this Agreement shall not affect or impair this Agreement or any other provision. All negotiations, considerations, representations and understandings between the parties are incorporated herein and may be modified or altered only by agreement in writing between the parties. Lessor makes no representations or warranties unless expressly set forth in this Agreement.

(b) The headings of the several sections contained herein are for convenience only and do not define, limit or construe the contents of such sections. This Agreement has been negotiated by Lessor and Lessee and the Agreement, together with all of the terms and provisions hereof, shall not be deemed to have been prepared by either Lessor or Lessee, but by both equally. Notwithstanding the termination of this Agreement for any reason whatsoever, including, without limitation, as the result of the mutual agreement of the parties or the default by Lessee, the provisions relating to the indemnity by Lessee of Lessor and the covenants regarding liability insurance shall survive such termination.

Time is declared to be of the essence in all provisions of this Agreement. Notwithstanding the Commencement Date of this Agreement, Lessee shall comply with all of the obligations and duties of Lessee hereunder upon delivery of possession of the Premises to Lessee, except for the payment of Rent and Additional Charges which shall be due and payable at the times set forth in this Agreement.

(c) The words "Lessor" and "Lessee" as used herein shall include the plural as well as the singular. This Agreement shall not result in the creation of an estate for years in Lessee. Accordingly, Lessee shall have only an usufruct not subject to levy or sale. Lessee shall have no rights of assignment, subletting, sale, or transfer other than as set forth herein and Lessee hereby waives any such rights existing pursuant to the laws of the State of Utah or otherwise. No estate shall pass out of Lessor to Lessee hereunder, and Lessee shall not be entitled to any award of whatsoever nature based on this Agreement and/or Lessee's right to occupy the Premises hereunder. The provisions of this Agreement with respect to any obligation of Lessee to pay any sum or to perform any act required by this Agreement after the expiration or other termination of this Agreement shall survive the expiration or other termination of this Agreement.

24. Transfer of Lessor’s Interest; Liability of Lessor

If Lessor should sell or otherwise transfer Lessor's interest in the Premises, this Agreement shall remain in effect and Lessee agrees that Lessor shall thereafter have no liability to Lessee under this Agreement or any modification or amendment thereof or extensions or renewals thereof, except for such liabilities which shall have accrued prior to the date of such sale or transfer of Lessor's interest and that Lessee shall look to the new owner for performance of all of Lessor's obligations arising after the date of any such sale or transfer.

25. No Partnership

Lessor is not and shall not become by this Agreement or by any rights granted or reserved herein a partner or joint venturer of or with Lessee in the conduct of Lessee's business or otherwise.

27. Authority to Sign Agreement

If Lessee is a corporation or a partnership (general or limited), or a limited liability company, each person(s) signing this Agreement as an officer, partner, member or manager of Lessee represents to Lessor that such person(s) is authorized to execute this Agreement without the necessity of obtaining any other signature of any officer, partner or member, that the execution of this Agreement has been authorized by the Board of Directors of the corporation or by the required partners of the partnership or members of the company, as the case may be, and that this Agreement is fully binding on the Lessee in accordance with the terms of this Agreement.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement under seal in counterparts as of the date stated above.

LESSEE: LESSOR:

Legacy Properties, L.C. Lakeside Village Owners Association, Inc.

By: By:

Title:

President

Attest:

Title: