Assignment and sublease of book center.

This assignment and sublease, made and entered into as of _________, _________, by and between _________ Publishing Corporation, a _________ corporation qualified to do business in the State of _________, having its principal office at _________, _________(hereafter referred to as the "Sublessor"), and _________ Book Center, Inc., a _________ corporation qualified to do business in the State of _________, having its principal place of business at _________, _________, _________(referred to as the "Sublessee").

Witness:

Whereas, sublessor is the lessee under a lease agreement (referred to as the "Lease") made and entered into as of _________, _________, by and between sublessor and the _________ County Industrial Development Agency (referred to as the "Agency"), a copy of which is attached as Exhibit "A", pursuant to which the Sublessor is entitled to occupy the "Facility", there defined, on the terms and conditions there set forth; and

Whereas, sublessor desires to assign all of its existing rights under the lease and sublet the premises described to sublessee on the terms and conditions here set forth;

Now, therefore, for and in consideration of the premises and the mutual covenants contained, the parties formally covenant, agree and bind themselves as follows:

1. Sublessor sublets to sublessee, and sublessee hires, the "leased land" (which for purposes of this assignment and sublease shall include the property described in Exhibit II attached and made part of this agreement), the "project" and the "leased equipment" (all of which are defined in Article I of the lease and all of which are collectively referred to there and here as the "facility"), and sublessee agrees to occupy the facility on the terms and conditions stated.

2. Except as may otherwise be provided here and to the extent that sublessor's rights and obligations under the lease (the terms of which are incorporated here by reference) are still existing, sublessor assigns such rights and obligations to sublessee and sublessee (i) shall, and does, become entitled to exercise such rights and (ii) shall, and does, assume the performance of such obligations as though sublessor were the "agency" or the "bank" (as such terms are defined in the Lease) and sublessee were the lessee thereunder. Sublessor shall, for the purposes of this assignment and sublease, have all of the rights and obligations accruing to the agency and the bank under the lease. Nothing here shall relieve sublessor from the primary liability for any of its obligations under the lease, nor shall _________ Companies, Inc. be relieved from any of its obligations under the guaranty.

3. Sublessee agrees to pay to sublessor the following rentals:

(a) An amount equal to the "basic rent" as described in section 5.3(a) of the lease; plus

(b) An amount equal to the "additional rent" as described in section 5.3(b) of the lease; plus

(c) $_____ which amount represents sublessor's annual payment in lieu of taxes made to the Town of _________ pursuant to the agreement dated _________, _________ between sublessor and the Town of _________(referred to as the "town agreement"), a copy of which is set forth in Exhibit IV attached and made a part of this agreement; plus

(d) Any other taxes, assessments or other charges which sublessor is obligated to pay by reason of its position as lessee under the lease, which amounts shall be paid by sublessee to sublessor no later than 10 days after sublessor bills sublessee therefor.

The rental payments provided for in (a), (b) and (c) above shall be made by sublessee to sublessor no later than 10 business days prior to the payment dates provided for in section 5.3 of the lease and in the town agreement, respectively.

4. (a) Sublessor assigns to sublessee the option to purchase the facility in accordance with and subject to the provisions of section 11.3 of the lease; provided, however, that on the occurrence of any "event of default", as such term is defined in the lease, by sublessee in the performance of its obligations under the lease or under this assignment and sublease, and the failure by sublessee to cure such default, the right to occupy the premises and to exercise the option assigned to sublessee pursuant to this assignment and sublease shall immediately revert to sublessor and sublessee agrees to reimburse sublessor for any costs it might incur by reason of the default.

(b). In the event the sublessee wishes to exercise the right of prepayment granted in section 5.5(a) of the lease, the sublessee shall so notify the sublessor and shall deposit with the sublessor, at least 15 days in advance of the proposed prepayment date, the amount to be prepaid as set forth in section 5.5(c) of the lease. On such deposit, the sublessee shall promptly notify the agency and the bank of such prepayment and make the appropriate payment of the prepayment amount in accordance with the requirements of section 5.5(a) of the lease. The sublessee expressly agrees that on the occurrence of the event described in section 5.5(b) of the lease and on notice from sublessor it shall, at least 15 days prior to the next succeeding date on which the basic rent is payable, pay to sublessor the amount required to be paid by section 5.5(b) of the lease.

(c). Sublessee agrees to comply with sections 6.4, 6.5, 6.6 and 6.7 of the lease regarding insurance and, in connection therewith, to provide sublessor with the certificates of insurance provided for in section 6.5 of the lease, which certificates of insurance shall be substantially the same in form and substance as those attached as Exhibit V.

(d). Anything in this assignment and sublease to the contrary notwithstanding, the sublessor and the sublessee waive and release each other of and from any and all rights of recovery, claim, action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the subleased premises, improvements to the building of which the subleased premises are a part, or personal property (building contents) within the building, by reason of fire, the elements or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the sublessor or the sublessee and their agents, officers and employees. Because this paragraph will preclude the assignment of any claim mentioned in it by way of subrogation (or otherwise) to an insurance company (or any other person), each party to this assignment and sublease agrees immediately to give to each insurance company which has issued to its policies of fire and extended coverage insurance, written notice of the terms of the mutual waivers contained in this paragraph, and to have the insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers contained in this paragraph.

(e). The sublessor shall not be liable to the sublessee's employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person or damage to property on or about the subleased premises caused by the negligence or misconduct of the sublessee, its agents, servants or employees, or of any other person entering on the subleased premises under express or implied invitation by the sublessee, or caused by the buildings and improvements located on the subleased premises becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the subleased premises, or due to any other cause unless caused by the negligence of sublessor. The sublessee agrees to imdemnify and hold harmless the sublessor of and from any loss, attorney's fees, expenses or claims arising out of damage or injury caused by negligence of sublessee. Any liability insurance which may be carried by the sublessor or the sublessee with respect to the subleased premises shall be for the sole benefit of the party carrying the insurance and under its sole control.

(f). The sublessor and the sublessee shall for the remainder of the term of the lease cooperate with each other to the extent necessary to enable each of them fully to realize its rights pursuant to the lease and this assignment and sublease and to perform its obligations in accordance with the terms of the Lease and this assignment and sublease.

5. The sublessee expressly agrees to use and maintain the premises in accordance with the terms of the lease and not do or omit to do anything which will breach any of the terms. If the lease is terminated, this assignment and sublease shall terminate simultaneously and any unearned rent paid in advance shall be refunded to the sublessee, provided that such termination is not the result of a breach by the sublessee of the lease or this assignment and sublease.

6. The covenants and agreements contained here shall be binding on the parties and their respective successors and assigns.

In witness, the parties have caused this assignment and sublease to be executed as of the date first above written.