FARMLEAS

LICENSE AGREEMENT &

nbsp;

THIS LICENSE AGREEMENT, made as of the day of , 19   , by and between__________________________________, a corporation ("Licensor") and , an individual, having an address at ("Licensee");

W I T N E S S E T H:

WHEREAS, Licensee desires to acquire, and Licensor is willing to give, a license for the use of an area, described hereinafter, to be used for the purpose(s) hereinafter designated ("License");

NOW, THEREFORE, for and in consideration of the premises, the agreements set forth hereinafter, the sum of Five Dollars ($5.00) paid by Licensor and Licensee, each to the other, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee hereby mutually agree and covenant as follows:

1. Licensor hereby gives the License, with the concomitant rights and privileges and subject to the obligations and duties of this agreement ("License Agreement"), to Licensee for the nonexclusive use, in common with Licensor and others, of that certain area containing approximately ___ acres, more or less, more particularly described in Exhibit A attached hereto ("License Area").

2. The period of this License Agreement shall commence on ___________, 199 and shall continue until terminated pursuant to this License Agreement.

3. Either party hereto may terminate this License Agreement by giving ______ days advance written notice to the other party of its intention to so terminate this Agreement and the rights, duties and obligations set forth herein. Licensee shall not be reimbursed for any crops lost as a result of such termination, nor shall Licensee be entitled to any compensation of any kind with respect to such termination.

4. If the whole or any part of the License Area shall be taken under the power of eminent domain, or by private purchase in lieu thereof, then this License shall terminate as to the part so taken on the day when Licensee is required to yield possession thereof of all compensation awarded for such taking shall belong to and be the property of the Licensor and a proportionate part of the license fee shall be abated from and after said day of such taking.

5. The License Area shall be used by Licensee solely for agricultural purposes and for no other purpose. Licensee covenants and agrees that he will farm the License Area according to good conservation practices and/or a course of husbandry approved and advocated by the Riverside County Agricultural Commissioner and the Farm Bureau, which covenant shall include but not be limited to the following:

Licensee covenants that this shall be a dry farm and that no fertilizers or other chemical pesticides will be used; that only crops previously approved by Licensor shall be grown, which approval includes the growing of hay and barley; that the License Area will not be used for storage; that no excavation or grading of any portion of the License Area will be performed; and that no minerals will be removed therefrom.

Licensee covenants and agrees to pay the Licensor a license fee for the License Area the sum $___________ for the period of this License Agreement, which sum shall be due and payable upon execution of this Agreement. There shall be no proration or apportionment of the license fee from and after the execution of this License Agreement except (i) in an instance where Licensor terminates this License Agreement pursuant to Section 3 hereof or (ii) a total or partial taking of the License Area pursuant to Section 4 hereof.

The license fee shall be payable to Licensor at the following address: ________________________________________________, or at such other place as Licensor may designate in a written notice to Licensee from time to time.

Licensee agrees and covenants to pay said license fee when it is due, without any deduction therefrom whatsoever, and to abide by and perform all covenants on his part to be performed. In the event of any default hereunder or other breach by Licensee, the Licensor shall have the right to recover possession of the License Area, by legal process or otherwise, without notice to or demand made upon the Licensee. In such event, the Licensee hereby authorizes the entry of judgment for such possession and for any amount then due and owing under this License Agreement in any court of competent jurisdiction and further waives any stay of execution thereof, and further authorizes the Licensor, at its option, to institute an action for distress for the license fee as if such fee were deemed rent and for any other sums due and payable by the Licensee hereunder, including the perfection of such action by seizure. In the event that the Licensor shall find it necessary to expend any monies as costs, attorney fees or other expenses in legally enforcing any provisions of the License Agreement, Licensee agrees to be liable therefor and hereby authorizes the entry of judgment against him in such amount.

4. Licensor's Rights, Obligations and Duties.

Licensor or its agents shall have the right to inspect the License Area at any reasonable time but shall not have any duty to maintain or repair the same whatsoever.

Licensor or its agents shall have the right to perform survey work on the License Area.

Licensor shall pay all real estate taxes levied upon or assessed against the License Area.

5. Licensee's Rights, Obligations and Duties.

Licensee has inspected the License Area and hereby acknowledges Licensee's acceptance of the same as presently existing for the purposes of use by Licensee as herein contemplated.

Licensee shall make no alteration or modification to the License Area or to any structure erected thereon, including any signs, without the prior written consent of Licensor.

Title to any improvements made to the License Area shall immediately vest in Licensor and shall remain the property of Licensor.

Licensee shall pay all charges for water, heat, gas, electricity, oil, coal, sewage, telephone and similar utilities and services that are attained because of Licensee's occupancy or use of the License Area.

Licensee shall not assign this License nor permit any total or partial assignment thereof by operation of law, equity or otherwise, nor let or sublet the whole or any part of the License Area. Licensee shall quit and surrender the License Area, when the License Agreement is terminated, in as good condition as when received, reasonable wear and tear excepted. Licensee shall keep all buildings and improvements in good and substantial repair and shall not make any alterations, changes or modifications thereof without the prior written consent of the Licensor. Licensee shall neither permit nor suffer waste. Licensee warrants that he has inspected the License Area and any and all improvements located thereon and accepts the same as existing.

Licensee shall carry Commercial General Liability Insurance for farm/agricultural operations with a minimum of $______________ coverage on account of death, bodily injury, personal injury or property damage and shall include contractual or assumed liability coverage. Such insurance policy shall name Licensor as additional insured and shall provide Licensor with thirty (30) days prior written notice of cancellation. Certificates of such insurance shall be delivered to Licensor prior to Licensee's occupancy of the License Area.

Licensee will indemnify Licensor and save it harmless and, at Licensor's option, defend it from and against any and all claims, actions, damages, liabilities and/or expenses (including attorney's fees) in connection with loss of life, bodily injury, personal injury and/or damage to property arising from or out of the condition of the License Area or the occupancy or use by Licensee of the License Area or any part thereof occasioned wholly or in part by any act or omission of Licensee, his invitees, agents, contractors or employees. Licensee shall not do, or suffer to be done, or keep or suffer to be kept, anything in, upon or about the License Area which may contravene the terms of any hazard or liability insurance policies Licensor may have or which will prevent Licensor from procuring insurance in companies acceptable to Licensor at standard rates.

Licensee shall neither record, nor permit another to record, this License Agreement, or any other document evidencing the existence of or related to this License, with the Riverside County office of land records.

6. It is specifically understood and agreed by Licensee and Licensor that neither the execution of this License Agreement nor the use of the License Area by Licensee shall be deemed to create or vest in the Licensee any interest in the land which is the subject of this License Agreement.

7. In the event any portion of the License Area designated and intended for commercial purposes is found not to be suitable for its intended purpose or in the event any improvements are required to be made to the License Area by any government or agency of any government having jurisdiction over the License Area with respect to the condition or the right of occupancy of the License Area, Licensee agrees to make all repairs or improvements to the License Area required by that government or agency and to make them suitable. The failure by Licensee to make such repairs of improvements at its expense after reasonable notice of their necessity from Licensor or the appropriate government or agency shall constitute a material breach of this License Agreement and Licensor may immediately terminate this License Agreement and reenter the License Area without prior notice and dispossess Licensee without liability therefor.

8. Hazardous Substances.

Licensee shall not use or allow the License Area to be used for the Release, storage, use, treatment, disposal or other handling of any Hazardous Substance, without the prior consent of Licensor. The term "Release" shall have the same meaning as is ascribed to it in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended ("CERCLA"). The term "Hazardous Substance" means (i) any substance defined as a "hazardous substance" under CERCLA, (ii) petroleum, petroleum products, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas, and (iii) any other substance or material deemed to be hazardous, dangerous, toxic, or a pollutant under any federal, state or local law, code, ordinance or regulation.

Licensee shall: (a) give prior notice to Licensor of any activity or operation to be conducted by Licensee on the License Area which involves the Release, use, handling, generation, treatment, storage, or disposal of any Hazardous Substance ("Licensee's Hazardous Substance Activity"), (b) comply with all federal, state, and local laws, codes, ordinances, regulations, permits and licensing conditions governing the Release, discharge, emission, or disposal of any Hazardous Substance and prescribing methods for or other limitations on storing, handling, or otherwise managing Hazardous Substances, (c) at its own expense, promptly contain and remediate any Release of Hazardous Substances arising from or related to Licensee's Hazardous Substance Activity on the License Area or the environment and remediate and pay for any resultant damage to property, persons, and/or the environment, (d) give prompt notice to Licensor, and all appropriate regulatory authorities, of any Release of any Hazardous Substance on the License Area or the environment arising from or related to Licensee's Hazardous Substance Activity, which Release is not made pursuant to and in conformance with the terms of any permit or license duly issued by appropriate governmental authorities, any such notice to include a description of measures taken or proposed to be taken by Licensee to contain and remediate the Release and any resultant damage to property, persons, or the environment, (e) at Licensor's request, which shall not be more frequent than once per calendar year, retain an independent engineer or other qualified consultant or expert acceptable to Licensor, to conduct, at Licensee's expense, an environmental audit of the License Area and immediate surrounding areas, and the scope of work to be performed by such engineer, consultant, or expert shall be approved in advance by Licensor, and all of the engineer's, consultant's, or expert's work product shall be made available to Licensor, (f) at Licensor's request from time to time, execute affidavits, representations and the like concerning Licensee's best knowledge and belief regarding the presence of Hazardous Substances on the Premises, and (g) upon expiration or termination of this License Agreement, surrender the License Area to Licensor free from the presence and contamination of any Hazardous Substance.

IN WITNESS WHEREOF, the parties hereto have executed this License Agreement as of the day and year first above written.

ATTEST: LICENSOR:

Assistant Secretary Vice President

WITNESS: LICENSEE:

(SEAL) [Name]