VALET PARKING AGREEMENT

THIS VALET PARKING AGREEMENT ("Agreement") is dated as of October ____, 2008 and is entered into by and between THE RICHMOND COMMUNITY REDEVELOPMENT AGENCY (Licensor) and FORD POINT, LLC, a California limited liability company (Licensee). RECITALS A. Licensee wishes to use four hundred (400) parking spaces located in Licensors parking lot located directly to the west of property owned by Licensee and located at 1414 Harbour Way South, Richmond, California, to provide valet parking service during Special Events (defined in Section 1 of this Agreement) conducted by Licensee. B. Licensor is willing to grant Licensee a license for such purpose in consideration for Licensees sharing the net valet parking revenues equally with Licensor.

AGREEMENT NOW, THEREFORE, the parties agree as follows: 1. Grant of License. Licensor hereby grants to Licensee a license to use a maximum of four hundred (400) parking spaces in Licensors parking lot (the Parking Lot) located directly to the west of property owned by Licensee located at 1414 Harbour Way South, Richmond, California (Licensors Property), for the purpose of providing valet parking service during events requiring a special event permit (Special Event Permit) from the City of Richmond pursuant to Conditional Use Permit No. 1104689 (Special Events). The Parking Lot is shown on Exhibit A attached to this Agreement. Special Events may take place Monday through Friday from 7:00 p.m. to 12:00 a.m., on Saturday from 8:00 a.m. to 12:00 a.m., and on Sunday from 9:00 a.m. to 10:00 p.m. Attached to this Agreement as Exhibit B is a calendar of Licensees scheduled Special Events for the month of November 2008. As far in advance of the first day of each month as is practicable, Licensee will provide Licensor with an updated calendar for each month that this Agreement remains in effect, and such calendar shall be attached to this Agreement by both parties. In the event Licensee schedules additional Special Events for a particular month after delivering a calendar of events to Licensor, Licensee shall deliver an updated calendar to Licensor in advance of the newly-scheduled event. 2. Term of Agreement. The term of this Agreement shall commence as of November 1, 2008 and shall continue on a month-to-month basis until terminated in the manner provided herein. In addition to any other termination rights provided to Licensor elsewhere in this Agreement, this Agreement may be terminated by either party at any time by delivering thirty (30) days' written notice to the other party. 3. Use. The Parking Lot shall be used only by Licensor to provide valet parking services for automobiles and motorcycles to the patrons, visitors and invitees of the Licensees sublicensees who are conducting Special Events (Special Events Patrons) at the craneway on Licensors Property.

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Licensee shall use the Parking Lot in a businesslike manner and in strict accordance with the terms of this Agreement. The Parking Lot shall be used for vehicle parking and related purposes, and for no other use or purpose. Licensee may charge such fees, currently estimated to be $20 per vehicle, as Licensee shall determine in Licensees reasonable discretion for valet parking services during the Special Events. Licensee shall provide appropriate signage, including any directional signage deemed necessary or advisable by Licensee or Licensor, regarding the valet parking service, as well as experienced parking attendants during all hours of the Special Events. Said attendants shall be responsible for receiving, parking and delivering the vehicles belonging to the patrons, visitors and invitees of the Special Events for all valet parking spaces supplied. The parking attendant(s) shall be on-duty and available during one hundred percent of the Special Event hours. Licensee shall use any parking control equipment currently installed in the Parking Lot or otherwise supplied by Licensor at all times. Licensee shall procure and pay for any and all permits or licenses necessary for Special Events and for its parking operations on the Parking Lot. Licensee shall permit public access without cost to that portion of the Parking Lot within the BCDC jurisdictional boundary (shown as shaded on Exhibit A) during all hours for which the Sheraton Point Park is open for recreational use. 4. Payment to Licensor; Accounting. In consideration for Licensors granting the aforesaid license, Licensee shall remit to Licensor, within five (5) days following the conclusion of each Special Event, fifty percent (50%) of all net revenues generated by the valet parking services rendered by Licensee. Said payment shall be accompanied by a written accounting of all fees received by Licensee from valet parking during the Special Events, along with the costs incurred for providing such valet parking service, including, without limitation, the cost of providing parking attendants and clean-up after each Special Event. 5. Condition of Parking Lot. Licensee accepts the Parking Lot in its "As-Is" state of repair and condition, and Licensee expressly agrees that Licensor has made no representations to Licensee regarding the condition of the Parking Lot. No alterations to the Parking Lot shall be made by Licensee without first obtaining Licensor's written consent, which Licensor may grant or withhold in Licensor's sole and absolute discretion. Licensee shall keep the Parking Lot free from any liens arising out of any work performed, materials furnished or obligations incurred by Licensee, and shall indemnify Licensor to the fullest extent provided by Paragraph 9 below in connection with any such liens. Licensee shall maintain the Parking Lot in a neat, clean and safe condition during the Special Events. Without limiting the generality of the foregoing sentence, Licensee shall not permit any vehicles to remain in the Parking Lot overnight, nor perform any repair work to any vehicles in the Parking Lot, nor permit any Special Events Patrons to perform any repair work to any vehicles in the Parking Lot. Any vehicles violating the foregoing restrictions shall be towed at Licensees expense. Licensee shall further endeavor to cause the Special Events Patrons to (i) access Licensors Property by using any available pedestrian walkways and paved areas, (ii) keep off any landscaped areas, and (iii) deposit any trash in designated trash receptacles, and not to leave any trash or litter in the Parking Lot. Licensee shall be responsible for removing any trash or debris from the Parking Lot at the conclusion of each Special Event.

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6. Signage. With the exception of removable signage (which may be in the form of one or more sandwich board signs) indicating the availability and cost of Licensees valet parking service and any directional signs in connection with the foregoing, Licensee shall not be permitted to install any signage or advertising at the Parking Lot without obtaining the prior written consent of Licensor, which consent may be granted or withheld in Licensor's sole and absolute discretion. 7. Security. Licensee acknowledges that Licensor does not provide any security services for the Parking Lot, and that, inasmuch as the Parking Lot will be used by Special Events Patrons after normal business hours and on weekends, Licensee may wish to provide security services in addition to Licensees parking attendants. Licensee agrees to be responsible, at Licensees sole cost, for any security services required or desired by Licensee, and shall indemnify, defend and hold Licensor harmless from and against any and all claims, demands, losses, costs, liabilities and damages arising out of Licensee's failure to procure adequate security in connection with Licensees use of the Parking Lot, to the fullest extent provided in Paragraph 9 below.
8. Compliance with Legal Requirements. Licensee shall at its sole cost and expense promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, with any direction or occupancy certificate issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Parking Lot, insofar as they relate to or affect Licensees use or occupancy of the Parking Lot, excluding any requirements for alterations or repairs not related to or affected by Licensee's use of the Parking Lot. Licensee shall at its sole cost and expense comply with any and all applicable provisions of the City of Richmonds Business Opportunity Ordinance (Richmond Municipal Code Chapter 2.50), Local Employment Program Ordinance (Richmond Municipal Code Chapter 2.56) and Living Wage Ordinance (Richmond Municipal Code Chapter 2.60), and the Agencys Prevailing Wage Policy, Resolution No. 91-9 adopted on February 9, 1991. Licensee shall also comply with the provisions of Section 2.28 of the Richmond Municipal Code prohibiting discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religion creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor. Licensee shall not permit any hazardous materials to be brought into the Parking Lot, and shall be responsible for promptly cleaning up any oil, gasoline or other automotive fluids that may leak or spill out of vehicles parked in the Parking Lot by Licensee or the Special Events Patrons.

9. Indemnification. Licensee shall protect, defend, indemnify and hold harmless Licensor, its employees, elected officials, agents and representatives from any and all claims, demands, losses, costs, liabilities and damages arising out of Licensee's use or occupation of the Parking Lot, including, without limitation, the acts or omissions of Licensee, its agents, employees, invitees, Patrons or any other person; any breach by Licensee of any provision of this Agreement; or the conduct of Licensee's business or anything else done or permitted by Licensee to be done in or about the Parking Lot. 10. Licensor's Right of Access. Licensor shall have the right to enter the Parking Lot at any time to inspect the Parking Lot and to determine whether Licensee is complying with all its obligations under this Agreement. 11. Insurance. Licensee, at its cost and expense, shall maintain the following policies

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of insurance: (i) commercial general liability insurance, including coverage for garage keepers liability, with a combined single limit of not less than Two Million Dollars ($2,000,000.00); and (ii) Workers' Compensation Insurance as required by California law. All of the aforesaid insurance shall be in form and with insurer(s) reasonably satisfactory to Licensor, shall name Licensor and the City of Richmond as additional insureds, shall be primary and shall contain cross-liability endorsements, and shall insure Licensor, the City of Richmond and Licensee against any loss or liability of any nature pursuant to the indemnity provisions set forth in Paragraph 9 above, or on account of property damage sustained by, or personal injury to or death of, any person arising out of, or in connection with, or occurring during, any activity or performance under this Agreement, including all costs of defending any such claim. The limits required hereunder shall be available in connection with Licensee's operation of the Parking Lot and shall not be reduced or diminished by reason of other facilities or operations of Licensee. Prior to utilizing the Parking Lot for Special Event parking pursuant to this Agreement, but in any event within ten (10) days after the date hereof, Licensee shall deliver to Licensor certificates of insurance and additional insured endorsements certifying that the insurance required to be carried by Licensee is in full force and effect. 12. Termination. In addition to Licensor's right to terminate this Agreement pursuant to Paragraph 2 above, Licensor shall also have the right to terminate this Agreement at any time for cause upon five (5) days' written notice to Licensee in the event of Licensee's default hereunder or its violation of any Special Event Permit condition of approval. For purposes of this Paragraph 12, Licensee's default shall mean Licensee's breach of any material term of this Agreement. Upon termination of this Agreement pursuant to this Paragraph 12, Licensee shall yield and deliver peaceably to Licensor possession of the Parking Lot in the manner and condition required by Paragraph 15 below. 13. Notices. Any notice or demand to be given by one party to the other shall be given in writing by facsimile, personal delivery or prepaid first-class, registered or certified mail, addressed as follows: If to Licensor: Richmond Community Redevelopment Agency 1401 Marina Way South Richmond, California 94804 Attn: Chad Smalley Telephone: (510) 412-2067 Facsimile: (510) 758-7692 Email: chad_smalley@ci.richmond.ca.us Ford Point, LLC 3049 Research Drive Richmond, California 94804 Attn: Ivonne Inurritegui-Folster Telephone: (510) 758-7690 Facsimile: (510) 758-7692 Email: iif@ortondevelopment.com

If to Licensee:

A duplicate original of all notices sent by facsimile shall be personally delivered or delivered by U.S. mail in the manner required by this Paragraph 13. Telephone numbers and e-mail addresses have been provided

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for convenience only. Notices shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. Notices delivered by facsimile shall be only deemed given when the duplicate copy of such notice is deemed delivered pursuant to this Paragraph 13. 14. Assignment. This Agreement may not be assigned by Licensee without Licensor's prior written consent, which may be granted or withheld in Licensor's sole and absolute discretion. Licensor may at any time transfer its interest in the Parking Lot and its rights under this Agreement. 15. Surrender. Upon the termination of this Agreement for any reason, Licensee agrees that it will surrender and deliver up to Licensor possession of the Parking Lot and any improvements thereupon on the date of termination. The Parking Lot shall be in a condition similar to that which existed at the commencement of this Agreement, except for reasonable wear and tear arising from use of the Parking Lot. 16. Attorneys' Fees. If any action at law or in equity (including arbitration) is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 17. Interpretation.

(a) Applicable Law. This Agreement, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California. (b) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements whether written or oral. (c) Amendment. This Agreement may only be changed by written amendment signed by Licensor and Licensee. Any oral representations or modifications concerning this Agreement shall be of no force or effect. (d) Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement. (e) Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and is to be performed in the City of Richmond, County of Contra Costa, California, and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Contra Costa at a place to be determined by the rules of the forum.

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18. No Partnership/Joint Venture. No partnership, joint venture or other business relationship shall be implied or inferred from the business transactions contemplated hereunder and Licensor and Licensee each expressly disclaims any such partnership, joint venture or other business relationship(s). 19. Waiver. Any waiver by Licensor of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by Licensor to take action on any breach or default of Licensee or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Licensee to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by Licensor to any act or omission by Licensee shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for Licensor's written consent to future waivers. 20. to this Agreement. No Third Party Beneficiaries. There are no intended third party beneficiaries

21. Multiple Originals; Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

LICENSOR:

RICHMOND COMMUNITY REDEVELOPMENT AGENCY

By:

___________________________________ Print Name: ________________________ Title: ______________________________

LICENSEE:

FORD POINT, LLC, a California limited liability company By: ______________________________________ Title: ____________________________________ Dated: ___________________________________

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INSERT EXHIBIT A PARKING LOT MAP

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INSERT EXHIBIT B SPECIAL EVENTS CALENDAR

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