and from and against all claims for damages to persons of property, and from all claims or judgments arising out of the use or occupancy of said premises during this lease; and from any damage to persons or property in consequence of the construction or operation of any connecting or side-track in or near the city of and from and against all loss, costs and damages arising therefrom, and to pay the same.

Peaceable possession warranted.

4. The party of the first part hereby covenants and agrees that while the said party of the second part shall pay the rents herein reserved, and perform the conditions, and covenants of this lease on its part to be kept and performed, the said party of the second part, its successors and assigns, shall have and enjoy peaceable possession of the said premises and every part thereof; and the said party of the first part expressly covenants and agrees that should the possession of the said leased branch railroad, premises and appurtenances be taken from the possession of the party of the second part by any lien, mortgage, judgment or any legal or equitable cause existing or arising prior to the taking possession of said leased branch railroad herein described, then all rent is to cease, and to be determined during the entire period of time that the party of the second part is kept out of possession of said leased premises. And the party of the first part agrees to pay all costs and legal expenditures in defending any and all suits brought for the recovery of the possession of said leased branch railroad from the party of the second part under any claim, judgment, or causes of action existing or arising prior to the execution of this lease, and the delivery of possession of the same to the party of the second part.

Rental-Payment.

5. And the party of the second part, for and in consideration of the above mentioned agreement to interchange traffic and in consideration of this lease, for itself, its successors and assigns, covenants and agrees to and with the said party of the first part to pay to the party of the first part in each and every year during the continuance of said lease the sum of dollars lawful money of the United States of America, payable semi-annually, on the first days of said rental to commence from and after the first day of, A. D. 19, the said party of the second part to be at liberty however, to enter upon and use said demised premises at any time after the date hereof; provided

and

that if said rent or any part thereof shall be unpaid when due as herein provided, and shall so remain for the period of days, on the part of the party of the second part, it shall be lawful for the party of the first part, at its option, to re-enter and remove all persons from the demised premises and repossess and enjoy the same; and to collect the rent due up to the date of such repossession. And the party of the second part further covenants to surrender and yield up the demised premises to the party of the first part or its successors in reasonable condition and repair, considering their present condition.

Purchase of property by lessee.

6. It is further mutually understood, stipulated and agreed, by and between the parties hereto, and the party of the first part, in consideration of the premises and of the sum of one dollar to it in hand paid, the receipt whereof is hereby acknowledged, hereby agrees that the said party of the second part shall be at liberty and shall have the right at any time during the continuance of this lease to purchase the said road, franchises and property hereby leased, for the sum of dollars lawful money of the United States of America.

7. This agreement shall bind the several parties hereto and their successors.

In Testimony Whereof, the parties hereto have caused these presents to be signed by their presidents and countersigned by their secretaries, respectively, and their respective corporate seals to be hereunto affixed, the day and year first above written; pursuant to authority of their respective boards of directors heretofore obtained.

(Signed.)

Form 3359.

Lease and Agreement of Water and Electric Power to

Corporation.

1. Whereas, by deed dated, 19-, recorded in the clerk's office of the Hustings court, Petersburg, Virginia, volume 66, page 471, and in Dinwiddie county clerk's office, volume 25, page 413, the Pocahontas Mills, a corporation duly established under the laws of the State of Virginia, conveyed to, of Petersburg, Virginia, certain riparian rights, water rights and easements, together with so much land as was necessary to support said conveyance; and

Whereas, the said

as the grantee in said conveyance,

was acting not only for himself but also for the benefit of of New York,

and -, all of Petersburg, Virginia,

and of Westhope, Virginia; and

Whereas, the Virginia Consolidated Milling Company is now the owner of the Pocahontas Mills, the Ettrick Mills, and the Matoaca Mills, so called; and

Whereas, in the event of the inability of the Virginia Consolidated Milling Company to continue to use the water powers above described, it will be necessary for said company to secure electric or other power for transmission to its said mills; and

Whereas, it is desired by these presents to secure to said milling company sufficient power for its said mills whenever the said water powers shall cease to be available by reason of such diversion of the water or the development of the Pocahontas Water Power as hereinafter stated:

Parties-Lessor as trustee, a dowress, and corporation as lessee.

2.

Now, therefore, this agreement, made this

-, 19-, between

and

day of parties

of the first part,, wife of said who joins herein solely for the purpose of releasing, so far as this agreement is concerned, any dower interest, or other interest, she may have in the estate conveyed to as aforesaid and for no other purpose, party of the second part, and the Virginia Consolidated Milling Company, a corporation, as aforesaid, party of the third part,

Terms of lease.

3. Witnesseth: That the said parties of the first part, in consideration of the premises and of one dollar to them cash in hand paid by the party of the third part, the receipt of which is hereby acknowledged, and in further consideration of the sums to be paid to them, their successors or assigns, by the party of the third part, as hereinafter provided, do hereby lease to said party of the third part the Pocahontas water power, so called, and all the estate, rights, and other property, real or personal or of any nature whatsoever, conveyed to said by said deed of Pocahontas Mills hereinbefore referred to, for the operation of the Pocahontas Mills as they now exist, or as they hereafter may be enlarged, and for the other intents and purposes hereinafter provided, to have and to hold to the said Virginia Consolidated Milling Company, its successors and assigns, for the terms.

of fifty (50) years from the day of, 19—, or until the prior expiration or termination of this agreement as hereinafter provided, at an annual rental of five dollars ($5.00) per horse power for the power developed on the water wheels of the said Pocahontas Mills, such rental to be paid monthly on or before the day of each month for the preceding month's rent. The amount of power so developed shall be ascertained by a representative from the parties of the first part and a representative from the party of the third part, and these two, in case of disagreement, shail select a third, whose decision shall be final and binding on all parties.

Electric power on failure of water power.

4. The parties of the first part hereby covenant, agree, and bind themselves, their heirs, representatives, and assigns, whenever the water power now utilized by said mills become unavailable by reason of the diversion of the water of the river by the Virginia Passenger & Power Company, or by the development of the Pocahontas water power, so called, as hereinafter provided, to secure for the party of the third part a contract with some suitable power company, by which said power company shall contract to sell and deliver to said party of the third part, for a term expiring not before, 19—, electric power delivered on the switchboards at the mills of the party of the third part, sufficient to operate said mills, but not exceeding fifteen hundred (1,500) electric horse power in the aggregate, at a cost not exceeding seven (7) mills per K. W. hour, upon the delivery of which contract, properly executed, the parties of the first part shall be hereby released from all further obligation under this agreement, and the party of the third part will thereupon release all its claim to the use of the Pocahontas water power at the Pocahontas Mills at five dollars ($5.00) per horse power per annum, as above provided, and all its rights, of every kind and description, under this agreement, and covenants to execute and deliver to the parties of the first part such releases, deeds, or other instruments, as may be necessary or advisable to carry this agreement into effect; and upon delivery of such contract the party of the third part covenants and agrees and binds itself to execute such agreement for the purchase of electric horse power at a price not exceeding seven (7) mills per K. W. hour, for a term ending not before 19, unless in the meantime some contract for power at a lower price for the same term has been made by said party of the third

part, in either of which cases all rights of said party of the third part under this agreement shall thereupon cease and determine and the party of the third part will thereupon execute and deliver such releases, deeds, or other instruments, as may be necessary or advisable to relieve the parties of the first part from the provisions of this instrument and to remove any cloud occasioned thereby upon the title to said Pocahontas water power property. Development of electric power.

5. Subject to the provisions of this agreement, the said parties of the first part shall have the right at any time during the continuance of this agreement, to proceed to develop and enlarge the Pocahontas water power and to convert the same into electric power and for such purpose to convey the said property to a joint-stock company, and to execute a mortgage upon it for the purpose of providing funds for its development.

Provisions for conveying fee simple title.

6. Should the parties of the first part fail to perform any of the agreements or stipulations herein contained on or before the time when the water power now used by the Ettrick Mills and the Matoaca Mills shall become unavailable by reason of the diversion of the water of the river from Matoaca and Ettrick by the Virginia Passenger & Power Company, or by reason of the development of the Pocahontas water power, as above set forth, then the parties of the first part hereby covenant and agree to convey to the party of the third part, upon its written demand, a title in fee simple to the Pocahontas water rights property above described as conveyed to said. and such conveyance shall be taken and considered as liquidated damages in full of all claims against the parties of the first part of failure to carry out this agreement.

Provisions for modifying agreement.

7. This agreement may be hereafter changed or modified by consent of the parties of the first and third parts, on condition that such change is assented to in writing by the International Trust Company, the trustee under a mortgage or deed of trust from the Virginia Consolidated Milling Company, dated 19, and no such change or modification shall be made without the written consent of said International Trust Company.

Further assurances.

8. The parties of the first part agree to execute and deliver to the party of the third part any other or further deeds, agree