3. MEMORANDUM OF LICENSE AGREEMENT FOR USE OF
COMMON ELEMENTS AT WAILEA EKAHI AOAO Form AM3

This MEMORANDUM OF LICENSE AGREEMENT, hereinafter "Memorandum" incorporates by reference, as if set forth in full, all of the terms and conditions of the Master License Agreement, adopted by the Board of Directors of Wailea Ekahi AOAO, which the Licensee identified below, acknowledges, has had the opportunity to read before signing this Memorandum.

1. PARTIES

The Licensor is Wailea Ekahi AOAO, 3300 Wailea Alanui, Wailea, Maui HI 96753.

The Licensee is:

_______________________________________________________________
(Name)

___________________________________________  Apartment # _______
(Address)



2. USE OF PREMISES (check one or more uses below)
   Attic/loft storage space (      );  Installation of AC Equipment (       );   Installation of Satellite Dish (      );   Lanai Extension (      );   Other (      )
3. DESCRIPTION OF THE COMMON ELEMENTS TO BE USED
   
   _________________________________________________________________
   
   _________________________________________________________________



4. LICENSE FEE
   Licensee shall pay to Licensor on or before the Effective date, hereof without deduction, offset, prior notice, the sum of Fifty ($50.00) dollars in lawful money of the United States.



5. TERM OF NON EXCLUSIVE LICENSE
   The term of this License shall be for five (5) years and shall become effective on the Effective Date, the date that the Memorandum is executed by the parties; provided that either party may give sixty (60) days written notice to the other to terminate this license.



6. NOTIFICATION TO SUBSEQUENT PURCHASER
   Licensee shall notify any successor in interest of the existence of the License.

IN WITNESS WHEREOF, Licensor and Licensee have executed this License to be effective as of the Effective Date, this ____ day of ___________ (year).