Eastern Consolidated

355 Lexington Avenue

New York, NY 10017
Telephone 212.499.7700
Facsimile 212.499.7718
www.easternconsolidated.com

EXCLUSIVE LISTING AGREEMENT FOR LEASING OF REAL ESTATE

OWNER COMPANY
Attention: OWNER NAME
OWNER ADDRESS

Re: Retail space (the Premises) located at ___________________ (the Property).

This agreement made as of the __ day of ______, _______ (the Agreement) between Eastern
Consolidated Properties, Inc., having an address at 355 Lexington Avenue New York, New York
10017 (the Broker) and __________________ (the Owner), shall serve to authorize the
Broker to list the Property hereinafter described for the purposes of undertaking to find tenant(s)
to lease the Premises as agreed upon by the Owner and tenant upon terms acceptable to the
Owner. The terms Owner and Broker shall be deemed to include any affiliates, subsidiaries,
successors, nominees or assigns of same.

1. This Agreement shall serve to employ and give said Broker the exclusive right to offer
for lease the Premises for the term (the Term) which shall commence as of the mutual
execution hereof (the Commencement Date) and shall continue in effect to and through
________________________ (the Expiration Date), provided however, that upon the
Expiration Date, this Agreement shall automatically renew on a month-to-month basis
and shall continue in effect until the later to occur of the date on which (the Termination
Date) (i) a transaction contemplated hereunder has been fully consummated; and (ii) this
Agreement terminates pursuant to a thirty (30)-day notice sent by either party hereto in
writing by either via nationally recognized overnight courier or email for cause, including
but not limited to the failure of a party to perform its obligations under this Agreement.

2. The Owner authorizes the Broker to place the necessary signage on the Property with
reference to the fact that the Premises is being offered for lease. Broker shall advertise
the Premises, prepare and secure special plans, signs, brochures, circulars, or other forms
of advertising, subject to Owners prior approval of the form thereof. The total
advertising budget is to be determined. All advertising, whether prepared or issues by
Broker or by Owner, shall identify Broker as the exclusive agent.

3. Owner shall cooperate with Broker during the term of this Agreement and shall promptly
refer to Broker all offers and inquiries with respect to the leasing of the Premises. The
responsibilities of the Broker shall be to assemble all necessary documentation and
information with reference to the Property, arrange for the preview of the Property by
prospective tenants, develop all offers and inquiries, and shall canvass, solicit, advertise,
and otherwise use its commercially diligent efforts to bring about the leasing of the
Premises.

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4. In the event a lease for the Premises is executed by both Owner and prospective tenant,
then Owner agrees to pay and Broker agrees to accept one (1) full commission (as more
specifically set forth in Exhibit A annexed hereto and made a party hereof, the
Commission), inclusive of any fee Broker pays to a broker representing a prospective
tenant, payable by Owner in accordance with the attached rate schedule as set forth in
Exhibit A annexed hereto. This Paragraph 4 shall survive the later to occur of the
Expiration Date and the Termination Date.

5. Owner hereby expressly agrees that Broker may cooperate with other brokers (each, a
Co-Broker), and divide fees for services in any manner satisfactory to Broker and Co-
Broker, subject to a separate agreement. The Broker shall handle all negotiations and
lease arrangements with the Co-Broker and the Owner.

6. (a) If within four (4) months after the later to occur of the Expiration Date and the
Termination Date, of this Agreement, the Property, or any portion thereof, shall be leased
or agreed to be leased to anyone to whom the Premises was shown during the period of
this Agreement, or an extension thereof, then the Commission hereinbefore mentioned
shall be paid by the Owner to the Broker.

(b) Broker will provide to Owner a list of prospective tenants to whom the Property
was shown during the period of the Agreement, or any extensions thereof (the Protected
List), within thirty (30) days following the later to occur of the Expiration Date and
Termination Date. This shall be done in order to allow for these prospective tenants to be
covered under the provisions of this Agreement as it relates to the payment of the
Commission and fees due to the Broker hereunder. Notwithstanding anything to the
contrary contained herein, the failure of Broker to provide the Protected List shall not
relieve Owner of its obligation to pay to Broker the Commission.

(c) This Paragraph 6 shall survive the later to occur of the Expiration Date and the
Termination Date.

7. During the term of the Agreement, Broker shall have the sole and exclusive authority to
perform the services outlined herein. All inquiries regarding the leases made to Owner or
any representative of Owner concerning those services shall be re-directed to Broker.
Notwithstanding the foregoing, nothing herein shall prohibit the Owner from engaging in
direct discussions or negotiations with potential tenants during the term of the
Agreement. If a lease results from such discussions or negotiations Broker shall
nonetheless be entitled to the commission as set forth herein.

8. Owners failure to pay any installments of the Commission as and when due pursuant to
the terms of this Agreement shall constitute an event of default (Event of Default)
under this Agreement, the terms of which are set forth below:

(a) Upon the expiration of fifteen (15) days after written notice from Broker to Owner
specifying such Event of Default, a copy of which shall be delivered simultaneously
to Tenant and Co-Broker, if applicable (the Default Notice), notwithstanding
anything to the contrary contained in the Lease, Broker may, upon written notice (the
Rental Notice) to Tenant, direct Tenant to pay all rent and additional rent due and
payable by Tenant under the Lease directly to Broker commencing on the first day of
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 the month immediately following the receipt of the Rental Notice by Tenant until
such time as the Commission shall be paid in full.

(b) Upon the expiration of thirty (30) days after Brokers delivery of a Default Notice, (i)
the entire commission or any remaining unpaid portion thereof shall become
immediately due and payable and Owner agrees to pay all costs in connection with
such collection, including reasonable attorneys fees; and (ii) Broker may (x) to the
extent permitted by law, file a lien or (y) file an Affidavit of Entitlement with respect
to any amounts due hereunder.

(c) Any notices to be sent pursuant to this Paragraph 8 shall be deemed sufficiently given
if sent via nationally recognized overnight courier with signature requested and proof
of delivery service, or via email to Owner at _______________ and shall be deemed
effective as of one (1) business day following the date on which the notice is sent in
accordance herewith.

(d) Owner hereby acknowledges and agrees that Brokers rights and remedies under this
Agreement are cumulative and in addition to, not exclusive of or in substitution
for, any rights or remedies otherwise available to it.

9. In the event the Property is sold, Owner shall immediately pay to Broker the balance of
all commissions due hereunder, except if Owner delivers to Broker at the closing of such
sale written agreement by the transferee taking title to the Property of similar financial
capacity as Owner on the date of such conveyance, assuming all of the Owners
obligations hereunder in form and substance reasonably satisfactory to Broker.

10. (a) Broker shall defend, indemnify and hold the Owner harmless against any loss,
damage, claim or expense (including, but not limited to, reasonable attorneys' fees) in
connection with any claim by any other real estate broker for any compensation with
respect to a transaction contemplated by or related to this Agreement arising or accruing
during the term of this Agreement when such claim is based upon the acts of Broker,
provided that Broker's maximum liability hereunder shall be limited to the amount of the
Commission actually paid to and retained by Broker in connection with such transaction.

(b) In the event of a claim or suit to which the foregoing indemnification and hold
harmless applies, Owner shall:

(i) give Broker prompt written notice thereof;

(ii) permit Broker to defend such claim or suit with counsel of Broker's
choice;

(iii) not settle such claim or suit without the Broker's prior written consent,
which consent shall not be unreasonably withheld or delayed; and;

(iv) cooperate with Broker in the defense of such claim or suit.

(c) Broker agrees not to settle any such claim or suit without the Owner's prior
written consent, which consent shall not be unreasonably withheld or delayed.

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11. In the event that any litigation arises as a result of any dispute hereunder between us and
Eastern Consolidated, each party agrees that the non-prevailing party shall reimburse the
prevailing party for its costs and expenses, including without limitation, reasonable
attorneys fees, in connection with such litigation.

12. This Agreement incorporates the entire agreement between the parties relating to the
leasing of the Premises and supersedes all prior negotiations and/or understandings
between them on such matters.

13. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, applicable to agreements made and to be performed entirely within
New York without regard to conflicts of laws principles. All actions or proceedings
relating, directly or indirectly, to this Agreement shall be litigated only in the courts
located within the State of New York, County of New York. Broker and Owner, and their
respective successors and assigns, hereby subject themselves to the jurisdiction of any
state or federal court located within such county.

14. This Agreement shall be binding on the parties to this Agreement and inure to the benefit
of their lawful heirs, successors, designees, and assigns.

15. This Agreement may not be strictly construed against either Owner or Broker, each party
agreeing that it has participated fully and equally in the preparation of this Agreement.

16. This Agreement shall not be altered, supplemented, or terminated except in a writing
signed by each party hereto.

17. This Agreement may be executed in any number of counterparts, each of which shall be
an original and all of which together shall constitute a fully executed agreement, with the
same effect and validity as a single agreement signed by all of the parties. Electronic or
facsimile signatures shall have the same validity and effect as original signatures.

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 IN WITNESS WHEREOF, the parties hereto have executed or have caused their duly
authorized representatives to execute this Agreement as of the date written below.

Broker: Eastern Consolidated Properties, Inc. Owner: OWNER COMPANY

By: ___________________________ By: ________________________

Name: Name:
Title: Title:

Date: __________________________ Date: _______________________

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 Exhibit A

Commission Rate Schedule

For the first year of any lease term .. 6%

For the second and third years...... .. 5%

For the fourth and fifth years 4%

For the sixth through the tenth years..... 3%

For the eleventh through the fifteenth years 2.5%

For the sixteenth through the twentieth years 2%

For all succeeding years. 1%

1. The Commission payable hereunder shall be computed upon the base or fixed annual rent, and
any fixed increases thereon (hereinafter referred to as the Base Rent) payable by tenant,
subtenant or licensee, or occupant (the Lessee) under the lease agreement (the Lease) and
in no event shall Base Rent include the following: (a) electric charges, (b) any escalation
payments made by Lessee pursuant to future increases in real estate taxes, fuel, operating
expenses, labor. If a Lease provides an allowance in the form of a rental concession (as
distinguished from an allowance for repairs and decoration, etc.) the Commission shall be
calculated on the net rental for the term and the rental not payable by reason of the concession
shall be ratably spread over the entire term of the Lease.

2. TIME OF PAYMENT

A. Lease Transaction - The Commission shall be earned upon the mutual execution and
unconditional delivery of the Lease by both the Owner and Lessee. The commission shall
be payable in two (2) equal installments, as follows: (i) one-half of the Commission on the
date of mutual execution and delivery of the lease by Owner and Lessee (the Execution
Date); and (ii) one-half of the commission on the date which is six (6) months after the
Execution Date.

B. Option Transaction - Commission shall be due upon Lessee's exercise of the option.

C. Short Term Transaction - For lease terms that are three (3) years or less, the entire
commission shall be earned, due and payable on the date that the lease is executed by both
Owner and Lessee.

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3. If the Lease provides for an option to cancel by Lessee, Broker shall be paid a commission
calculated and paid in accordance with the terms and rates as set forth herein for the term of
the Lease not subject to such option and the remainder of the commission shall be paid to
Broker in the event the option to cancel is not exercised or waived. Notwithstanding the
foregoing, in the event that the option to cancel by Lessee contains a cancellation penalty
which includes the unamortized portion of Brokers commission, Broker shall be paid a
commission based on the entire term of the Lease payable in accordance with Paragraph 1
herein, disregarding any term which may be cancelable pursuant to said option or right, as if
such option did not exist. The Lease shall be deemed to be cancelled only if Lessee actually
vacates the Premises. If the cancellation is by mutual agreement not contained in the Lease as
originally executed, or if the Lease gives Lessee the right or option to cancel by reason of the
Owners act or omission to act, Broker shall be paid a full commission.

4. If there is a clause in the Lease which gives the tenant an option, right of first offer to
purchase the Property, or of a first refusal, and if the Lessee or its designee, successor, or
assignee exercises such option, then the Owner shall, at the time of passing title, pay a sales
commission in accordance with Brokers sales rates.

5. If there be a release, surrender, sale, recapture buyout or other disposition of Lease (other than
as set forth herein), Broker shall be paid a full commission in accordance with the schedule
above, calculated upon the remaining rent due under the Lease for the unexpired term thereof
and upon any consideration for such release, surrender, sale or other disposition.