TARGET SHOPS – HONOLULU WEST

Month Day, 2008

Roger Lyons

First Vice President

CB Richard Ellis, Inc.

1003 Bishop Street, 18th Floor

Honolulu, HI96813

Re:Letter of Intent to Lease

Space No. ***, Target Shops – Honolulu West

Dear Roger:

This Letter of Intent shall serve to outline a proposal for the lease of space at the Target Shops – Honolulu West, at Honolulu, Hawaii. As more fully explained below, this proposal does not constitute a binding agreement between the parties. It only evidences Tenant’s offer to negotiate in good faith with Landlord for a lease of space in the Center. The basic terms of the proposal are as follows:

  1. Landlord: Target Corporation, a Minnesota corporation,

1000 Nicollet Mall
Minneapolis, Minnesota 55403

  1. Tenant: ***
  2. Tenant's Trade Name: ***
  3. Effective Date: December5, 2008 (intended date for fully executed lease).
  4. Premises:Space No.***having approximately*** sq. ft. of Floor Area, shown in the approximate location identified on the Building Plan attached hereto as Exhibit A.
  1. Permitted Use of Premises: Tenant shall use the Premises only for the following purpose: *** Any changes to said use or the format of Tenant’s business shall require the prior written consent of Landlord.
  1. Lease Term: ***Years
  1. Option: Tenant shall have one (1) successive option to extend the Lease Term for a period of sixty (60) months (“Option Term”) at the then fair market rent exercisable in writing no less than 180 calendar days prior to the expiration of the original lease term. Option rent shall not be less than the rent paid in the preceding period;
  1. Rent Commencement Date: Rent and all other charges shall commence uponsixty (60) days afterDelivery. Tenant agrees upon execution of this Letter of Intent to commence design drawings and submit plans to Landlord for approval within 45 days. Tenant agrees to apply for building permit within 5 days after approval of Tenant’s plans by Landlord.
  1. Delivery Date: Landlord shall deliver the Premises for possession to Tenant on or about December 8, 2008.
  1. Minimum Rent:

MinimumMinimum Rent Per

AnnualSquare Foot

RentPer Annum

******Lease Year 1 (* Rent Commencement Date)

Minimum Rent shall increase annually at a rate of three percent (3%) for duration of the initial lease term.

  1. Percentage Rent: In addition to the Minimum Rent, Tenant shall pay in excess of $***to Landlord a percentage rent equal to *** percent (***%) of Tenant’s gross sales. Percentage Rentshall be paid monthly, subject to annualization.
  1. General Excise Tax Rate: Tenant shall pay the Hawaii General Excise Tax on all rent. The current effective rate is 4.712%.
  1. Taxes and Insurance Expense: Tenant shall reimburse Landlord for all taxes assessed for any reason and levied on the Premises and the realty underlying the Premises and the cost to Landlord of Property and Liability insurance maintained by Landlord on the Center, which amount will be included in the Common Area Expense set forth below. Tenant shall pay the Hawaii Conveyance Tax assessed as a result of this lease, due upon execution thereof, directly to the taxing authority. Tenant shall be responsible for maintaining its own policy of commercial general liability insurance for the Premises and a policy of property insurance (ISO Special Form) for all furniture, fixtures, inventory and other improvements made by Tenant within the Premises, together with business interruption, with Landlord being named as an additional insured thereunder, all in accordance with the requirements to be set forth in the lease agreement
  1. Utilities: Tenant shall pay for its own utilities including but not limited to water, sewer, gas and electricity consumed within the Premises, including the costs of utilities furnished by Landlord, if any, to the Premises, whether directly assessed or reasonably allocable to Tenant. Landlord shall stub utility conduits and air conditioning system to the Premises, but Tenant shall be responsible for distribution of utilities within the Premises and for all utility hook-up charges.
  1. Common Area Expense: Tenant shall pay its share of the cost of ownership, operation, maintenance and management of the common areas of the Center. Tenant's share of such costs shall be that portion of all such expenses equal to the proportion thereof which the number of square feet of floor area in the Premises bears to the total number of rentable square feet of floor area in the Center. The estimated monthly Common Area Expense charge for the first year is $8.40/sf/year.
  1. Landlord’s Delivery:
a.Storefront with minimum one standard entry door and one rear delivery door (where applicable) as shown on Landlord’s plan.
b.Demising walls framed (but not drywalled) or concrete as shown on Landlord’s plan.
c.Plumbing stubbed to Premises, in the location shown on Landlord’s drawings. Tenant shall install a water sub-meter in a location within the Premises that can easily be read by Landlord.
d.Air conditioning unit packagedwith 1 ton per 250sf. Special requirements or loads that exceed this configuration are the sole responsibility of the Tenant.
e.Landlord shall provide conduits for electrical power lines extending from the main electrical room into the demised premises. Landlord shall provide a meter socket for a maximum service of 200 amps (120/208 volts, 3-phase, 4 wire service). Tenant shall provide all necessary cabling extending from the main electrical room within the Landlord supplied conduits into the space and place Tenant's own electrical panel within the space. Tenant shall make arrangements with the local utility to provide an electrical meter for the space within the main electrical room, at Tenant’s sole cost and expense.
f.Telephone conduit shall be provided by Landlord in a size and location shown on Landlord’s plan.
  1. Security Deposit: Upon execution of the lease agreement, Tenant shall deposit an amount equal to 1 month’s gross rent plus G.E. Tax (4.712%) with Landlord to secure Tenant’s performance under the lease agreement. Landlord shall hold the deposit, without interest, for the term of the lease agreement.
  1. Tenant’s Work. Tenant, at Tenant’s expense, shall improve the Premises and install trade fixture and signage suitable to Tenant’s use of the Premises, subject to Landlord’s prior written approval. It is understood that Tenant’s plans and specifications for improvements are subject to the approval of the applicable local government authorities and Landlord. Signage must be in compliance with Comprehensive Sign Plan. .
  2. Tenant Improvement Allowance. Landlord shall pay to Tenant an improvement allowance up to an aggregate of, but not more than ****, to reimburse Tenant for the necessary costs and expenses actually incurred by Tenant in the design and construction of Tenant's Work, which amount shall be reimbursed to Tenant within fifteen (15) days of Landlord’s receipt of said cost certification; provided that payment shall not be made until the earlier of (a) the date that Tenant has procured unconditional lien waivers and indemnity forms from all contractors and materialmen performed work in the demised premises, or (b) the date the "mechanic's lien period" for such construction and materials acquisition shall have expired.
  1. Guarantor:***
  1. Landlord's Broker: CB Richard Ellis
  1. Tenant's Broker: ***
  1. Landlord has entered into an agreement with Landlord's Broker, and Landlord shall pay any commissions or fees that are payable to Landlord's Broker with respect to this Lease in accordance with provisions of a separate commission contract. Landlord shall have no further or separate obligation for payment of commissions or fees to any other real estate broker, finder or intermediary.
  1. Lease Agreement. Upon the acceptance by Tenant and Landlord of the terms of this Letter of Intent, Landlord shall instruct its attorneys to prepare a form of lease agreement which contains the standard terms and conditions for Landlord’s leases in the Center, which conforms with the terms hereof and which contains such other terms and conditions as may be mutually agreed to by Landlord and Tenant. The lease agreement shall not be binding on the parties until both of the parties have executed and delivered the lease agreement.
  1. Financial Contingency: Tenant shall submit a complete set of financials to Landlord. Any agreement in lease terms shall be subject to review and approval by the Landlord of the above stated financials.
  1. Nature of this Letter of Intent: As noted above, this Letter of Intent constitutes Tenant’s offer to negotiate with Landlord. If the terms of this Letter of Intent are accepted by Landlord, this Letter of Intent shall only constitute the agreement of Tenant and Landlord to negotiate with each other in good faith for a lease of space in the Center having the basic terms set forth in this Letter of Intent. This Letter of Intent may not be relied upon by any party as evidence of a binding agreement or commitment between Landlord and Tenant for a lease of space in the Center, and no legal rights and obligations between the parties shall be created or deemed to exist with respect to the Premises until the parties have fully executed and delivered the lease agreement described above.
  1. Confidentiality: The parties shall maintain in the strictest confidence all matters concerning (1) the terms of this Agreement, (2) any information or documentation related to the negotiations relating to this Agreement, and (3) the transaction set forth in this Agreement. If asked about any of the above matters, each party shall respond that it is not at liberty to discuss these matters because they are the subject of a confidentiality agreement. Notwithstanding the foregoing, the parties may disclose (i) information necessary to enforce their rights under this Agreement, (ii) information which the parties are required to disclose pursuant to due process of law, and (iii) such limited information concerning this Agreement to such persons required to have knowledge of such information in order for the parties to comply with the terms and conditions of this Agreement. Landlord and Tenant agree not to issue any press release or make any public disclosure concerning the transaction contemplated hereby without the prior written approval of the other party, and agree not to disclose such matters except to such attorneys, accountants, lenders and others as are reasonably required in order to consummate the transaction. A breach of this covenant shall entitle the aggrieved party to damages caused by such disclosure as well as injunctive relief. The term of this paragraph shall survive the expiration or termination of this Letter of Intent.

We look forward to your response to the above. Please contact us should you have any comments or questions.

Very truly yours,

By:

Its:

Exhibit A