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ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT TO LEASE (“THE AGREEMENT”) DATE: December 22, 2008 PARTIES: City of Mounds View, MN ("Landlord") Creative Kids Child Care Center II, Inc., a Minnesota corporation (“Tenant”) Rajiv Garg, an Individual and Sangeeta Jain, an Individual (collectively “Assignee") RECITALS: A. Landlord and Tenant are parties to that certain Lease dated November 20, 2006 (the "Lease") for that portion of the Mounds View Community Center located at 5392 Edgewood Drive, Mounds View, Minnesota 55112 described more particularly on Exhibit A attached hereto (the "Premises"). B. Tenant desires to assign all of its right, title and interest in and to the Lease to Assignee and Assignee desires to accept such assignment. C. Landlord is willing to consent to said assignment, subject to the conditions set forth herein. AGREEMENT: In consideration of the following terms and conditions, the parties agree as follows: 1. The forgoing recitals are true and correct and are incorporated herein. 2. The effective date of this Agreement shall be December ___, 2008 (the "Effective Date"). 3. As of the Effective Date, Tenant does hereby sell, assign, and transfer to Assignee all of Tenant's right, liabilities, title and interest in and to the Lease pursuant to the terms of the Lease. 4. As of the Effective Date, Assignee does hereby accept such assignment and does further hereby assume and agree to perform and be bound by all of the terms, liabilities, conditions and obligations of the tenant under the Lease. Without limiting the foregoing, Assignee hereby agrees to indemnify, defend and hold harmless Tenant from all claims and liabilities arising under the Lease from and after the Effective Date. 5 Landlord hereby consents to the, foregoing assignment and assumption of the Lease, subject to all of the terms and conditions contained in this Agreement. 6. Notwithstanding any provisions of the Lease or of this Agreement to the contrary, Landlord's consent to the foregoing assignment and assumption of the Lease shall not constitute a waiver of the necessity of a further consent by Landlord to any assignment of the Leave or subletting of the Premises subsequent to the date hereof. 7. Tenant hereby acknowledges that, Tenant shall remain fully liable for the performance of all of the terms, conditions and obligations to be performed by tenant pursuant to the Lease, including but not limited to the payment of rent and other sums and charges due thereunder. Landlord, Tenant and Assignee hereby acknowledge and agree that, as of the Effective Date, Tenant is fully, finally and completely released and discharged from the performance of any and all of the terms, conditions and obligations under, and from any and all claims and liability arising out of, the Lease, including but not limited to the payment of rent and other sums and charges due thereunder. EXHIBIT A.