1. Landlord agrees to execute, acknowledge and deliver at closing to Retailer: (i) a Surrender of Lease in the form annexed hereto and made a part hereof as Exhibit "A"; and (ii) Assignment of Lease and Assumption Agreements in the form annexed hereto and made a part hereof.

2. Retailer agrees at closing to: (i) deliver to Landlord its check in the amount of $_____; (ii) execute, acknowledge and deliver to Landlord a Bargain and Sale Deed with Covenant Against Grantor's Acts in the form annexed and made a part hereof for property located at _________ Avenue, _________, _________ and more particularly described. As of the date of closing, title shall be good and marketable and such as would be insured by _________ Title Insurance Company, at regular rates, free and clear of all liens and encumbrances or objections except those set forth in Exhibit annexed hereto and made a part hereof; (iii) execute, acknowledge and deliver to Landlord an assignment of all of Retailer's right, title and interest as lessee in and to that certain lease dated _________[year], by and between _________ and _________, as lessor, and _________, as lessee, in the form annexed hereto and made a part hereof, for property located at _________ Avenue, _________, _________, and more particularly described in such lease, a copy of which has been delivered to Landlord, and receipt of which is hereby acknowledged; and (iv) execute, acknowledge and deliver to Landlord an assignment of all of Retailer's right, title and interest as Landlord in and to that certain lease dated _________[year], by and between Landlord, and _________, tenant, for property located at _________ Avenue, _________, _________, and more particularly described in such lease, a copy of which has been delivered to Landlord, and receipt of which is hereby acknowledged, together with the sum of $_____ representing the security delivered by tenant to Landlord on the making of the lease.

3. Adjustments for each of the properties shall be made as of the date of closing and adjustments shall be made, where applicable, for real estate taxes, fuel and rents.

4. The closing shall be held at 10:00 a.m. on _________[year] at the office of _________ Corporation, _________ Drive, _________, _________.

5. In the event that Landlord shall, on the tender by Retailer of all of the items required to be delivered by it pursuant to Paragraph 2, fail to execute, acknowledge and deliver the Surrender of Lease as provided in Paragraph 1 hereof, then Retailer shall be released of all of its obligations under the Lease Agreement as of the closing date provided for herein.

6. In the event that Retailer shall fail to tender all of the items required of it pursuant to Paragraph 2 hereof then Landlord shall have the right to (i) sue for specific performance or (ii) cancel this Agreement and the parties hereunder shall have no further rights or obligations to each other with respect to this Agreement.

7. With respect to the property located at _________ Avenue, _________, _________, Landlord agrees to accept the premises in its as is condition as of the date hereof.

8. This Cancellation Agreement is subject to the approval of the Bank of _________, and no rights or obligations shall accrue hereunder until the Bank's approval has been secured provided, however, that unless such approval is obtained within ten (10) days from the date hereof Retailer shall have the right to terminate this Cancellation Agreement upon the giving of fifteen (15) days' notice and from and after the date specified in said notice this Cancellation Agreement shall be null and void and of no further force and effect.

9. This Cancellation Agreement contains the entire agreement between the parties with respect to the matters contained herein and cannot be changed, modified or amended unless in writing and executed by the party against whom the enforcement of the change, modification or amendment is sought.

10. This Cancellation Agreement shall be binding upon the parties hereto and their respective successors and assigns.

11. Any notices required to be given hereunder shall be in writing and shall be deemed given if sent by registered or certified mail, return receipt requested, postage prepaid, (a) to Landlord at the address hereinabove set forth, or such other address as Landlord may designate by notice to Retailer, or (b) to Retailer in duplicate under separate cover, one copy to the attention of the President of Retailer, and one copy to the attention of the Vice-President in charge of real estate, at the address of Retailer set forth above, or such other address as Retailer may designate by notice to Landlord. During the period of any postal strike or other interference with the mails, personal delivery shall be substituted for registered or certified mail.