HI Lease-Assignment 1

THIS INDENTURE made this _________ day of ___________, 20_______, by and among _______________________ and ______________________, husband and wife, hereinafter called the "Assignor", and __________________, husband of ______________, and ________________, wife of ______________, both of whose address is ____________________________________________, hereinafter called the "Assignee",

WITNESSETH:

For TEN DOLLARS and other valuable consideration paid by the Assignee, the receipt of which is hereby acknowledged, and in consideration of the covenants and agreements of the Assignee hereinafter expressed, the Assignor does hereby sell, assign, transfer, set over and deliver unto ___________________, an undivided 75% interest, and to _____________________, an undivided 25% interest; together as Tenants in Common, the following:

All of the property more particularly described in Exhibit "A", attached hereto and expressly made a part hereof, including, without limitation, the leasehold estate therein described; together with all interests thereto appertaining, and together also with the personal property, if any, described in Exhibit "A".

And all of the estate, right, title and interest of the Assignor in and to the land thereby demised, and all buildings, improvements, rights, easements, privileges and appurtenances thereunto belonging or appertaining or used, occupied and enjoyed in connection with said lease and the land thereby demised.

TO HAVE AND TO HOLD the same unto the Assignee according to the tenancy set forth herein, for and during the remainder of the term of said lease, absolutely, and as to said personal property (if any), absolutely and forever

AND, in consideration of the premises, the Assignor does hereby covenant with the Assignee that the Assignor is the lawful owner of the herein described property; that said lease is in full force and effect and is not in default; that said property is free and clear of and from all liens and encumbrances, except for the lien of real property taxes not yet by law required to be paid, and except as may be specifically set forth herein; that the Assignor is the lawful owner of said personal property (if any) and that Assignor's title thereto is free and clear of and from all liens and encumbrances except as set forth in Exhibit "A:; that the Assignor has good right to sell and assign said real property and personal property (if any) as aforesaid; and, that the Assignor will WARRANT AND DEFEND the same unto the Assignee against the lawful claims and demands of all persons, except as aforesaid.

AND, in consideration of the foregoing, the Assignee does hereby promise, covenant and agree to and with the Assignor and to and with said Lessor, that the Assignee will, effective as of and from the date of the execution and delivery of this instrument and during the residue of the term of said lease, pay the rents thereby reserved as and when the same become due and payable pursuant to the provisions of said lease, and will also faithfully observe and perform all of the covenants and conditions contained in said lease which from and after the date hereof are or ought to be observed and performed by the lessee therein named, and will at all times hereafter indemnify and save harmless the Assignor and said Lessor from and against the nonpayment of said rents and the nonobservance or nonperformance of said covenants and conditions and each of them.

The terms "Assignor" and "Assignee", as and when used herein, or any pronouns used in place thereof, shall mean and include the masculine, feminine or neuter, the singular or plural number, individuals, partnerships, trustees or corporations and their and each of their respective successors, heirs, personal representatives, successors in trust and assigns, according to the context thereof. All covenants and obligations undertaken by two or more persons shall be deemed to be joint and several unless a contrary intention is clearly expressed elsewhere herein. The term "lease", as and when used herein, means the lease or sublease demising the leasehold estate described in Exhibit "A", together with all recorded amendments thereof, if any, whether or not listed in Exhibit "A". The term "rent", as and when used herein, means and includes all rents, taxes, assessments and any other sums charged pursuant to the lease.

IN WITNESS WHEREOF, the undersigned have executed these presents the day and year first above written.

___________________________________

Name

___________________________________

Name

"Assignor"

___________________________________

Name

___________________________________

Name

"Assignee"

STATE OF HAWAII)

) SS

CITY AND COUNTY OF _______________)

On this ____________ day of __________, 20_______, before me personally appeared

____________________ and ________________, husband and wife, __________________, a married person and ______________________, a married person to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that they executed the same as his free act and deed.

____________________________________

NOTARY PUBLIC, State of Hawaii

My commission expires: ________________