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EXHIBIT M
<br />ESTOPPEL CERTIFICATE AND LANDLORD CONSENT
<br />This Estoppel Certificate and Landlord Consent ( "Consent and Certificate ") dated
<br />effective as of December 23, 2005, is executed by Harlan C. Erickson on behalf of Erickson
<br />Properties Corporation, a California corporation ( "Landlord "), in favor of Vinci Investment Co.,
<br />Inc., a California corporation, dba Honda Santa Ana ( "Vinci ") and the Community
<br />Redevelopment Agency of the City of Santa Ana (the "Agency ").
<br />Recitals
<br />A. Mohammed Hussain Johar aka Mohammed Hussain Joher, Mohammad Zouhair
<br />Joher, and Hasssan Joher, as Lessee, and Landlord, as Lessor, entered into that certain Standard
<br />Industrial /Commercial Single- Tenant Lease -Net dated December 28, 1992 ( "Lease ") covering
<br />the property cominonly known as 2101 E. Edinger Avenue, Santa Ana, CA 92705 ( "Leased
<br />Premises "), a copy of which is attached to this Consent and Certificate and incorporated by
<br />reference as Exhibit "A."
<br />B. On or about July 1, 1997, Mohammed Hussain Joher, Mohammed Zouhair Joher
<br />and Hassan Joher, as assignor, and 2101 E. Edinger Corporation, as assignee and Landlord
<br />prepared and circulated for execution that certain First Amendment to Lease and Assignment of
<br />Lease ( "July 1997 First Amendment "), whereby the Lease was to be amended to correct the legal
<br />description and assigned by assignor to assignee. The July 1997 First Amendment was never
<br />executed.
<br />C. On or about March 27, 2002, Mohammed Hussain Joher, Mohammed Zouhair
<br />Joher and Hassan Joher, assigned to Saber Joher ( "Saher Joher ") all of their right, title and
<br />interest in the Lease (the "March 2002 Assignment of Lease ").
<br />D. Saber Joher, among others, and Vinci entered into a Purchase, Sale and
<br />Assigmnent Agreement and Joint Escrow Instructions dated December 2003 (which was entered
<br />into in January of 2004) ( "Joher/Vinci Purchase Agreement "), pursuant to which Saber Joher
<br />agreed to assign to Vinci all of Saber Joher's interest under the Lease.
<br />E. On or about November 16, 2004, Landlord entered into that certain Indemnity
<br />Agreement and Amendment to Lease ( "November 2004 Indemnity and Amendment ") effective
<br />as of November 16, 2004, with Mohammed Hussain Joher, Saber Joher and 2101 E. Edinger,
<br />Inc. (collectively "Johers ").
<br />F. On or about January 3, 2005, Landlord entered into that certain Indemnity
<br />Agreement and Amendment to Lease dated January 3, 2005 ( "January 2005 Indemnity and
<br />Amendment "), with Vinci.
<br />G. On or about January 6, 2005, Landlord entered into that certain Owner's Consent
<br />to Assignment and Change of Use dated January 6, 2005 and recorded on October 25, 2005 as
<br />Instrument No. 2005000855973 (the "January 2005 Landlord Consent ").
<br />EXHIBIT M -1
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