Fillable Printable COMMISSION AGREEMENT

COMMISSION AGREEMENT

MK-250.05 (5/03)

COMMISSION AGREEMENT (Sample Only)

1. Parties

a. , a California limited partnership, ("Landlord").

b. , alicensed California real estate brokerage company, ("Broker"),

represented in this transaction by, himself/herself a licensed agent.

2. Lease

Dated between Landlord and

("Tenant") regarding , CA ("Premises"),including all

rental increases, additional tenant improvements, and all options exercisedby Tenantto extend the

lease term or purchase the Premisesand any other possible variations to such lease or other

agreements between Landlord and Tenant including their respective successors and assigns regarding

the Premises.

3. Commission

Based upon 5% of $.00 as ( ) months'(maximum 60 months) basenet rental* at $

per square foot times gross square feet for the Premises, equaling a commission of $

, (5% xx $ = $).

*Base Net Rental = Rent excluding NNN charges and tenant improvement costsamortized into the

base rental rate.

4. Payment Date

Landlord shall pay Broker the first one-half (1/2) of the Commission Ten (10) calendar days

following the Lease Commencement Date and provided Tenant has:

a) Occupied the Premises; and ifapplicable, hasapproved in writing the Tenant Improvements to

be installed bythe Lessor pursuant to Section ____ of the Addendumto the Lease andfully

accepted the condition of the Premises without any other initial landlord obligation.

b) Paid Landlord the initial Month's Rent andSecurity Deposit required under theLease, in good

U.S. funds equivalent to cash.

c) Not breached the Lease.

Landlord shall pay Broker the second one-half(1/2)of the Commission Ten (10)calendar days

following the date that Tenant has:

a) Paid the second monthly rental payment due under the Lease. Monthsfor which Base Rental

Payment has been abated do not count toward the "second monthly rental payment" due.

b) Not breached the Lease.

Landlord reservesthe right to negotiate adeferred payment schedule to Broker in theevent of

substantial Tenant credit risk.

5. Complete Compensation

Payment of the Commission by Landlordto Broker shall constitute the complete real estate

commission, fee,and compensation due Broker from both Landlordand Tenant by reason of Broker

being the procuring causeof the execution of the Leasebetween Landlord and Tenant. Broker shall

be entitled to no additional compensation if (i) Tenant exercises any Options under the Lease(either

to extend the lease term orpurchase the Premises); (ii) Landlord and Tenant negotiate a new lease or

purchaseagreement for the Premises after the Lease commences; (iii) rental under the Lease

increases due to rental adjustment clauses in the Lease; or (iv) rental under the Lease increases due to

amortization of tenant improvements rental adjustment clauses.

Commission Agreement -- Page2 of 2Date

(Sample Only)

6. No Third Party Agents

Broker warrantsto Landlord that (a) there are no other agents or third partieswhich havebeen

involved or who are otherwise due any compensation from Landlordor Tenant by reason of the

execution of the Lease between Landlord or Tenant, (b) broker is fully licensed and legally entitled to

be paid a real estate commission and (c)brokerhasa binding written agency agreement with tenant

in which broker is the soleagent of tenant regarding this Lease.

7. Attorneys' Fees

Should litigationbe necessary to enforce this Agreement, the prevailingparty shall beentitled to its

attorney fees. Any litigationshall be located in Orange County,California, the County in which the

Premisesare located.

8. Broker Indemnity

Broker agrees to indemnify, protect, defend and hold Landlord harmlessfrom any liability or expense

(including attorney fees) incurred by Landlord by reason ofany claim by Tenant that Broker

misrepresented to Tenantconcerning any aspect of the Premisesincluding without limitation, the

zoning, condition, use, size ofthe improvementsat the Premises or availability ofany utility for the

Premises.

9. Lease Signature Deadline

This Agreement shall only be binding on Landlord if: (i) Landlord and Tenant have fully executed

the Lease and completed all Exhibits to the Lease by 5:00 PM on ; and (ii) Tenant

hasprovided Landlord the following documents required of Tenant under the Lease: (a) Certificate of

Insurance or Binder pursuant to Section8 of theLease; (b) Corporate Resolution andCertificate of

Secretary authorizing the Leaseper Paragraph 44of the Lease; and (c) the prepaid Base Rent and

Security Deposit in good U.S. Funds.

After this deadline, this Agreement shall have no further effect, and Landlord shall have no

obligation to pay any portion of the commission or any other compensation to Broker.

10. Date of Agreement; Signatures

This Agreement is made in Newport Beach, California, and is dated as of and is signed by

Landlord and Broker as follows:

ACCEPTED AND AGREED BY:

Landlord: Broker:

By: ICM-JAE INVESTMENTS, LTD., ET. AL. _________________________________

a California limited partnershipa licensed real estate brokerage company

as its General Partner

By: ICM-JAE INVESTMENTSLLC By:

a California limited liability company

asitsManaging General PartnerAgent:

Please print name

By:

JOSEPH A. ERICKSON

Manager