ex10_1.htm


    Exhibit
10.1


      


      
        Suite
201

      

      
        7510
Granby Street

      

      
        Norfolk,
Virginia

      

      
        23505

      

      


      
        


         

        THIS DEED
of LEASE (herein called LEASE), Hade this 5th  day of March 1996, by
and between SUBURBAN MANAGEMENT
COMPANY       with its principal offices in
the City of Norfolk, Virginia (Landlord}, DOLLAR TREE STORES,
INC.   with its principal offices in NORFOLK,
VIRGINIA       (Tenant), and
(Agent),

      

      
        


         

        WITNESSE
T H:

      

      
        


         

        1.  PREMISES.  Landlord
hereby demises and leases to Tenant, and Tenant hereby takes and leases from
Landlord, chat certain storeroom (the "Leased Premises") now or
here­after to be constructed in the SUBURBAN
PARK      Shopping Center (the "Shopping Center")
in the City of       NORFOLK,
VIRGINIA   , known and numbered as 7549-B-F VIRGINIAN DRIVE,
NORFOLK, having a width of
approximately       feet, by a depth
of

      

      
        feet,
measured from front building line to rear building line from the center line of
dividing walls, and containing approximately 7,508    square
feet. The Leased Premises are outlined in red on a diagram of the Shopping
Center attached hereto as Exhibit A and made part hereof.  Landlord
may increase, reduce or change number, dimensions and locations of roadways,
walks, buildings and parking areas as Landlord shall from time to time deem
proper.

      

      
        


         

        2.  USE
OF COMMON AREAS.  Occupancy by Tenant of the Leased Premises shall
include the use in common with others entitled thereto of the parking areas,
service roads, and sidewalks (the "Common Areas") subject however to the terms
and conditions of this Lease and to all rules and regulations for the use
thereof as may from time to time be prescribed by Landlord.

      

      
        


         

        3.  LENGTH
AND COMMENCEMENT OF TERM.  The term of the Lease shall commence on the
date (the "Commencement Date") (a) which is thirty (30) days after Landlord
notifies Tenant in writing that the Leased Premises are ready for occupancy or
(b) on which Tenant shall open the Leased Premises for business, whichever shall
first occur, and the term shall expire at the end of
FIVE    ( 5) years following (i) the Commencement Date i£
the date is the first day of any calendar month or (ii) the first dav of the
calendar month.  The term of this Lease shall commence at 12:01 A.M.
on April
(Month)  1st_______(Day)    1996_____
(Year) and terminate at 11:59 P.M. on
MARCH    (Month)     31st    (Day)
__2001     (Year).  .

      

      
        


         

        4.  RENT.  (a)
Landlord reserves, and Tenant covenants to pay Landlord without prior demand
being made therefore and without offset of any kind, as rent for the Leased
Premises, the sum of $60,064. per annum ("Minimum Rent"), payable in advance on
the first day of each month, in monthly installments of $5005.33 each month, and
additional rent ("Percentage Rent") in an amount equal to five percent (5%) of
Cross Sales made in any Lease Year in excess of
S1,201,280.00.  Percentage Rent shall be paid by Tenant to
Landlord within sixty (60) days after the end of each Lease
Year.

      

      
        


         

        (b)  As
rent in addition to the above, Tenant shall pay to Landlord Tenant's share of
the cost of maintaining the Common Areas ("Common Area Charge") in the amount of
$ 5631.00    per annum,
payable in advance, on the first day of each month.

      


      
        without
prior demand and without offset of any kind in equal monthly installments of
$469.25 (calculated on the basis of . 75 c per square foot of the Leased
Pre­mises per year).

      

      
        


         

        (c)  All
rental payments shall be made to Agent, 7510 Granby Street, Suite 201, Norfolk,
Virginia, 23505, until Landlord shall otherwise direct in
writing.

      

      
        


         

        (d) Where
there is a common water meter, the Tenant will pay its pro-rata share of water
and sewer charges based on the square footage of the Leased
Premises.

      

      
        


         

        (e)  If
Landlord decides to hire any security guards or otherwise
attempt to provide security for the Common Areas, Tenant agrees
to pay to Landlord; as additional rent, a sum per month ("Security Charge"),
payable in advance on the first day of each month during the term of this Lease
equal to the greater of $     or (ii)
$        , calculated by taking
1/12 of    c per square foot multiplied by the number
of square feet contained in the Leased Premises.  SEE
ADDENDUM

      

      
        


         

        (f)  Tenant
covenants and agrees to pay a
late charge of $50.00, and to pay int­erest at the rate of ten
percent (102) per annum, payable monthly, on all rents (in­cluding
Percentage Rent) and all other sums due under this Lease from the time said
rents or auras accrue if they are not paid promptly when
due.  Landlord expressly re­serves all other rights and remedies
provided herein and by law in respect therein.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        


      

      
        5. 
USE OF
LEASED PREMISES.  The Leased Premises shall be used solely for the
conduct

      

      
        


         

         of
and for no other purpose.  Tenant agrees: (i) to operate such business
in the Leased Premises at all times during the term of this Lease, (ii) to keep
the Leased Premises adequately stocked and manned to maximize sales, and (iii)
to keep the Leased Premises open for business at least from 9 A.M. to 6 P.M. on
weekdays and 9 A.M. to 6 P.M. on Saturdays; Sundays and legal holidays are
excepted.

      

      
        


         

        6.  LEASE
YEAR.  "Lease Year" as used in thin Lease means the period from the
Com­mencement Date to the end of the twelfth full calendar month thereafter
and each and every twelve-month period thereafter during said
term

      

      
        


         

        7.  GROSS
SALES.  "Gross Sales" as used in this Lease means all sales both
cash and credit, of merchandise and services made in or on, from ant) through,
the Leased Pre­mises, including all such sales made by any other occupant
(by way of assignment, sublease or otherwise) of the Leased Premises, less the
following:

      

      
        (a)  Any
refunds, allowances of discounts, made or granted to customers in respect to
such sales; and

      

      
        (b)  The
amount of any excise or sales tax levied by governmental authority upon
such sales; provided specific record of such tax is made at the time of each
sale and that such taxes are separately charged to, and collected from, the
customer.

      

      
        


         

        The full
amount of all "layaway", C.O.D. sales and the like shall be taken
into

      

      
        


         

        Gross
Sales when originally made.  Tenant covenants and agrees not to divert
sales,

      

      
        directly
or indirectly, from the Leased Premises to any other place or
store.

      

      
        


         

        8.  TENANT'S
RECORDS.  Tenant covenants Chat it will keep and maintain at the
Leased Premises, or at Tenant's principal office, books and records, in
accordance with good accounting practice, in which will promptly and accurately
by recorded all Gross Sales.  Such books and records shall be open for
inspection by Landlord's represen­tative at all reasonable times during
business hours during the term of this Lease, and the year next following the
expiration thereof: and Landlord's representative shall by accorded all
reasonable help and cooperation from Tenant in connection with each
inspection.  In the event any settlement is made hereunder which upon
subse­quent examination of Tenant's books Ls found to be erroneous, the
parties hereto agree that they will promptly adjust the error through an
appropriate credit, payment or refund, as the circumstances may
require.  If such examination discloses that the amount of Gross Sales
actually made by Tenant £or the period of time covered by such examination
varies more than 1% from the amount previously reported as made by Tenant for
such period of tine, Tenant shall pay to Landlord the reasonable expense of such
audit (in addition to the additional Percentage Rent, it any),

      

      
        


         

        9.  REPORTS
BY TENANT.  Within fifteen days (15) after the end of each month
during the term of this Lease, Tenant shall deliver to Landlord without demand a
statement signed and certified by Tenant (or an executive officer of Tenant) to
be true and correct, showing the Gross Sales during such
month.  Within thirty days (30) after the end of each Lease Year
during the term hereof, Tenant shall deliver to Landlord a statement,
signed and certified under oath by Tenant or by an executive officer
of Tenant to be true and correct, showing the Gross Sales made during the
Lease Year concerned.  Landlord agrees that it will no!: divulge in
any way the information ob­tained from such report or from its inspection of
Tenant's books and records, ex­cept in connection with any litigation
between the parties hereto concerning this Lease or as may be required by
any mortgagees of the Shopping Center, or any part thereof.

      

      
        


         

        10. TRADE
FIXTURES.  Tenant shall have the right to install its trade fixtures
in the Leased Premises as the work thereon progresses, provided such
installation shall not interfere with the construction of the building in which
the Leased Premises are located, and such installation shall be at the sole risk
and expense of Tenant.  All trade fixtures installed in the Leased
Premises by Tenant shall remain the property of, and shall be removable by,
Tenant at the expiration of this Lease, if Tenant is not in default hereunder,
and Tenant agrees to repair or reimburse Landlord for the cost of repairing all
damages to the Leased Premises occasioned by the removal of said
fixtures.

      

      
        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        11.  USE
OF PARKING AREAS.  (a)  All automobile parking areas,
driveways, entrances and exits thereto, and other facilities furnished by
Landlord in or near the Shop­ping Center shall 'at all times be subject to
the exclusive control and management of Landlord, and Landlord shall have the
right from time to time to establish, modify and enforce reasonable rules and
regulations with respect to all such facilities and areas.

      

      
        


         

        (b)  It
is expressly understood that the parking areas in the Common Areas
are

      

      
        


         

        intended
primarily for the use of customers of the Tenants in the Shopping
Center,

      

      
        


         

        and
Tenant accordingly agrees that its employees will not use said parking areas
or

      

      
        


         

        any of
the driveways, streets or vacant land in the Shopping Center for the
parking

      

      
        


         

        or
storage of any automobile, truck or any other vehicle owned by or used by
any

      

      
        


         

        such
employee, except as may from time to time be approved in writing by
Landlord.

      

      
        


         

        In order
to assist Landlord in the enforcement of the foregoing provision,
Tenant

      

      
        


         

        agrees
that within ten (10) days after being requested by Landlord so to do,
Tenant

      

      
        


         

        will
furnish to Landlord a written statement containing the names of all
employees,

      

      
        


         

        agents
and representatives, employed by Tenant in or about the Leased Premises
and

      

      
        


         

        the
license numbers of all vehicles owned or used by Tenant or such employees,
agents

      

      
        


         

        or
representatives.                                              ,   .

      

      
        1                           ii

      

      
        


         

        12.  LANDLORD'S
INSURANCE.  Landlord covenants that it will keep the
building of

      

      
        


         

        which the
Leased Premises are a
part, insured against fire, extended coverage and other perils, in an
amount not less than 80%,
of the actual cash value of said prem­ises, and in addition, will
carry such general liability coverage for the common areas as it shall deem
appropriate.  The pro-rata cost of all insurance so written shall be
borne by Tenant In accordance with the formula stated in Section 21 hereof.
TENANT COST FOR INSURANCE WILL BE BASED ON .15 CENTS PER SQ.FT. OR $126.20
ANNUALLY, PAID AT A MONTHLY RATE OF $93.85.  THIS CHARGE IS SURJECT TO
INCREASE SHOULD COST TO LANDLORD INCREASE.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        13.  MAINTENANCE
BY LANDLORD.  Landlord covenants that it will, at its own cost and
expense (i) within a reasonable time after being notified in writing by Tenant
of the need therefor make such repairs to the roof, outside walls (except
windows, store front and doors), gutters and downspouts of the building of which
the Leased Premises is a part as may be necessary in order to keep such building
in good con­dition of repair, unless said repairs are occasioned by the
negligence or willful act of Tenant or any of its agents, employees or
contractors, in which event such repairs shall be made by and at the expense of
Tenant, it being agreed that Land­lord will not be responsible for any
damages resulting from any leak or defect in the roof, sidewalls.
gutters or downspouts unless such damage is due to Landlord's
failure to make repairs, therefor within a reasonable time
after having been notif­ied by Tenant of the need therefor; rand (ii)
maintain in good condition or repair, stripe and adequately light the
parking areas of the shopping Center.

      

      
        


         

        14.  MAINTENANCE
BY TENANT.  (a)  Tenant: agrees that it will at all times
during the term of this Lease and at its own cost and expense, keep (I) the
interior of the Leased Premises and the appurtenances thereto, including without
limitation the heat­ing system, air conditioning system, toilets, plumbing
lines, windows, glass, electric lines, fixtures, store front and equipment, in
good condition of repair, making such replacements as may be necessary from time
to time, it being expressly understood that Tenant will be obligated to make all
repairs and replacements necessary to keep the Leased Premises and the
appurtenances thereto in good order and condition except only those which
Landlord has expressly agreed to make under provisions of paragraph 13 of this
Lease; and (ii) the Leased Premises and entryways, sidewalks, driveways and
delivery areas adjacent to said premises clean and free from obstruction,
rubbish, dirt, snow and ice.

      

      
        


         

        (b)Tenant
shall store all trash, rubbish and garbage in full-closed containers at the rear
of the Leased Premises, and Tenant shall pay all costs incident to the removal
thereof.  Tenant shall not burn or otherwise dispose of any trash,
waste, rubbish or garbage in or about the Leased Premises.

      

      
        


         

        15.  SUNDRY
COVENANTS OF TENANT.  (a)  Tenant will not assign this Lease
nor sublet the Leased Premises, in whole or in part, without the prior written
consent of the Landlord and that if such consent is granted by Landlord, Tenant
will remain prim­arily liable for the performance of the covenants herein
contained binding upon Tenant The transfer of fifty percent (50%) or more of
Tenants stock, if Tenant is a corpor­ation, or transfer of a twenty-five
percent (25%) partnership interest in Tenant, if Tenant is a partnership, shall
constitute an assignment under the terms of this Lease. Tenant will comply with
all federal, state and municipal laws, ordinances and regul­ations relating
to the Leased Premises and the business conducted therein; Tenant will pay
promptly for all electricity, water and other utilities consumed therein,
all sewage disposal charges assessed against the Leased Premises, and all front
foot ben­efit charges attributable to the Leased Premises; Tenant will not
use or permit to be used any advertising medium or device, such as phonograph,
radio or public .address sys­tem, without the prior written consent of the
Landlord; Tenant will not use or permit to be used, the Leased Premises for any
illegal or immoral purpose; Tenant will not make any alterations in or to the
Leased Premises without the prior written consent of the Landlord; Tenant will
not hold any fire, bankruptcy, going-out-of-business or auction sales; and
Tenant will not use the sidewalks or any other portions of the Common Areas for
any purpose related to the selling of merchandise or
services.

      

      
        (b)
Tenant shall keep the Leased Premises free from insects, pests and vermin of all
kinds, and for that purpose Tenant shall use at Tenant's cost, such pest
extermin­ation contractor as Landlord may direct and at such intervals as
Landlord may require.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        


      

      
        C) Tenant
agrees to and shall become a member of, participate fully in, and remain in good
standing in the Merchants' Association (as sooti as the same has
been formed) and will abide by the regulations of such
Association.  Tenant agrees to pay minimum dues to said Merchants'
Association in the amount of $ 156.42 per month (calculated on the basis of .25c
per square foot of area in the Leased Premises per year);  however to
annual adjustments, approved by a majority vote of the members of the
Association, increasing said dues to the extent required by increases in the
cost of promotional, public relations and advertising
services.

      

      
        


         

        16.  EMINENT
DOMAIN.  If any part of the Leased Premises shall be taken by
govern­ment, a 1 authority pursuant to its power of eminent domain (or
Landlord conveys any part of the Leased Premises pursuant to a threat thereof),
then the Leased Premises shal1 be reduced in proportion to the amount so taken
or conveyed, unless the amount taken shall be so great that it would be
impractical for Tenant to continue operation in which event this Lease shall be
canceled and terminated as of date of such taking. Tenant hereby waives any
right it may have and to any condemnation awards or sum paid under threat of
condemnation as a result of a complete or partia1 taking of the Leased Premises
or any other portion of the Shopping Center.  Unless this Lease is
canceled and terminated as aforesaid, any such taking (or any conveyance
pursuant to the threat thereof) shall have no effect whatsoever on any rent
payable in accord­ance with the provisions of this Lease (i.e. Minimum Rent,
Percentage Rent) or other charges payable as rent, such as Common Area Charges,
Security Charges and taxes, nor shall any rent or related charges be reduced
thereby, unless a portion of the Leased Premises is so taken or conveyed
pursuant to the threat of such taking, in which event Minimum Kent, as well as
Gross Sales upon which Percentage Rent is payable and other charges payable as
rent, shall be reduced proportionately.

      

      
        


         

        17.  DAMAGE BY
FIRE.  If the Leased Premises shall be damaged by fire or other
casualty during the term hereof, Landlord agrees that it will restore said
premises with reason­able dispatch to subsequently the same condition they
were in prior to such damage, insofar as the proceeds from Landlord's insurance
permit.  If the Leased Premises are rendered untenantable in whole or
in part as a result of such damage, the rent payable hereunder shall be
equitably and proportionately abated (according to loss of use) during the
period intervening between the date of such damage and the date the Leased
Premises are restored; provided, however, that if such damage occurs during the
last two (2) years of the term and exceeds fifty percent (50%) of the insurable
value of said premises at the time such damage occurs, either Landlord or Tenant
may terminate this Lease as of the date of such damage by giving the other
written notice of its in­tention to do so, within thirty (30) days after
such damage occurs.  If this Lease is so terminated, then rent payable
hereunder shall be abated as of the date of such damage, and Tenant shall remove
all of its property from the Leased Premises within thirty (30) days after the
notice of termination was given.

      

      
        


         

        18.  TENANT'S
INDEMNIFICATION ABD LIABILITY INSURANCE.  (a) Tenant agrees that it
will hold Landlord and Agent harmless from any and all injury or damage to
person or prop­erty in, on or about the Leased Premises and those portions
of the Common Areas ad­joining the Leased Premises, including, without
limitation, all costs, expenses, claims or suits arising in connection
therewith.  Tenant covenants that it will, at all times during the
time hereof, at its own cost and expense, carry
public liability insurance on the Leased Premises (including Common
Areas adjoining the Leased Premises) with limits of not less than 5300,000,00
for injury or death to one person, $500,000.00 for injury or death to more than
one person, and property damage of $50,000.00, which ins­urance shall be
written as to protect the Landlord, its agents and Tenant, as chair respective
interests may appear.  Certificates o£ such insurance policies shall
be delivered to Landlord promptly after the issuance of the respective
policies.  If Tenant fails to provide insurance, Landlord may (but
shall not be obligated to) do so and collect the cost thereof as part of
the rent.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        (b)  Landlord
shall not be liable for any damage Co persons or property sus­tained in or
about the Leased Premises during, the term hereof, howsoever
caused.

      

      
        


         

        19.
WAIVER OF SUBROGATION.  Insofar as the insurance policy or policies
concerned are not invalidated thereby, each party hereto waives any and all
right to re­covery against the other party or parties hereto for each and
every insured loss under the terms of such policy or
policies.

      

      
        


         

        20.
DEFAULT AND REMEDIES.  (a) In the event the business being conducted
in the Leased Premises shall at any time be subsequently terminated, or in the
event that Tenant shall be in default in the payment of any installment of rent
herein, re­served after Landlord has given Tenant Five (5) days prior
written notice of such non-payment, or in the event Tenant shall be in default
in the performance of any of the terms, covenants, conditions or provisions
herein contained binding upon Tenant after Landlord has given Tenant five (5)
days prior written notice of such non-performance, or in the event Tenant shall
be adjudicated a bankrupt or shall become insolvent or shall make a general
assignment for the benefit of its credi­tors, or in the event a receiver
shall be appointed for Tenant or a substantial part o£ its property and such
receiver is not removed within five (5) days after appointment, Landlord shall
have the right (in addition to all other rights and remedies provided by
law) to terminate this Lease, to re-enter and take possess ion of the Leased
Premises, peaceable or by force, and to remove any property therein, without
liability for damage to, and without obligation to store, such property. In
event of .such termination, Landlord may (but shall be under no obligation to)
relet the Leased Premises, or any part thereof, from time to time, in the name
of Landlord or Tenant, without further notice, for such term or terms, on such
con­ditions and for such uses and purposes as Landlord, in its uncontrolled
discretion may determine, and Landlord may collect and receive all rents derived
there from and apply the same, after deduction of all appropriate expenses, to
the payment of the rent
payable hereunder, Tenant remaining liable for any
deficiency.  Landlord shal1 not be responsible or liable for any
failure to so relet the Leased Premises or any part thereof, or for any failure
to collect any rent connected therewith.

      

      
        


         

        (b)
Tenant further agrees to pay all attorneys fees and court costs incurred by
Landlord on account of Tenant's default hereunder.

      

      
        


         

        Cc) All
remedies of Landlord shall be cumulative.

      

      
        


         

        21.
TAXES.  Tenant shall pay as additional rent all real estate taxes and
assess­ments upon the Leased Premises which are assessed during the terra of
this Lease. If the Leased Premises are not assessed separately for real estate
taxes by taxing authority, Tenant shall pay such portion of the annual real
estate taxes assessed against the Shopping Center ("S.C. Taxes") as is obtained
by multiplying the amount of S.C. Taxes by a fraction, the numerator of which
shall be the square foot area of the Leased Premises and the denominator of
which shall be the leasable square foot area of the Shopping
Center.  All taxes assessed prior to but payable in whole or in
installments after the Commencement Date, and all taxes assessed during the
terra but payable in whole or in installments after this Lease terminates shall
be adjusted and prorated, so that Tenant shall pay its pro-rata share for the
Lease term and Landlord shall pay its pro-rata share for periods prior and
subsequent to the Lease term.  The additional rent provided for in
this paragraph 21 shall be paid monthly.  A tax bill by Landlord to
Tenant shall be sufficient evidence of the amount of taxes assessed or
levied against the parcel of real property to which such bill
relates.  If at any time dur­ing the term of this Lease, under the
laws of the State of Virginia or any political subdivision thereof, a tax is
assessed against the Landlord, in the form of a lic­ense tax or otherwise,
such tax shall be deemed to be a real estate tax and shall be included within
the amount which Tenant is required to pay Landlord. TAX RENT WILL BE BASED ON
..45 CENT PER SQ.FT- $3378.60 A&ALLY PAID AT A MONTHLY RATE OF $281.55.
SUBJECT TO INCREASE SHOULD COST TO LANDLORD INCREASE.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        22.  SIGNS,
AWNINGS AND CANOPIES.  Tenant will not paint, place or suffer to be
painted, placed or displayed on any exterior door, wall or window of the Leased
Premises any sign, awning or canopy, advertising matter or other things of any
kind, and will not place or display any decoration, lettering or advertising
matter on the glass of any window or door of the Leased Premises without
Land­lord's written approval and consent.  Tenant further agrees
to maintain such sign, awning, canopy, decoration, lettering, advertising matter
or other things as may be approved by Landlord in good condition and repair at
all times.

      

      
        


         

        23.  ADDENDUMS,
RULES AND REGULATIONS.  The Addendums appended to this Lease are
hereby a part of this Lease, and Tenant agrees to comply with and observe the
same.  Tenant’s failure to keep and observe said Addendums shall
constitute a breach of the provisions of this Lease in. the manner as if
contained herein as
covenants.  Landlord reserves the right from time to time to
amend or supplement the Rules and Regulations section of this Lease and to adopt
and promulgate the rules and regulations applicable to the Leased Premises and
to the Shopping Center.

      

      
        


         

        24.  SUBORDINATION.  Upon
request of Landlord, Tenant will subordinate its rights hereunder to the lien of
any mortgage or mortgages, or the lien resulting from any other method of
financing or refinancing; now or hereafter in force against the land and the
building of which the Leased Premises are a part or against any building
hereafter placed upon the land of which the Leased Premises are a part, and to
all advances made or hereafter to be made upon the security
thereof.  Upon request of any such mortgage, Tenant will attorn to and
acknowledge the foreclosure purchaser or purchasers as Landlord
hereunder.  In addition, Tenant will promptly furnish, at Landlord's
request, such estoppel agreements, consents to assignment of this Lease or of
rent due hereunder, and attornment agreements as Landlord may reasonably
require to comply with requirements of lenders.

      

      
        


         

        25.  RIGHT
OF ENTRY.  Tenant agrees to allow Landlord or its representative^) or
prospective purchaser(s), at any reasonable hour, to enter the Leased Premises
for the purpose of inspecting the same, for making any repairs deemed necessary
or de­sirable, or for showing the premises to any parties;  and
six months next preceding the expiration of said term, Tenant will allow the
usual notice of "To-Let" to be placed on the front walls or doorways of said
premises and to remain thereon with­out hindrance or
molestation,

      

      
        


         

        26.  FORCE
MAJEURE.  In the event either party hereto shall be delayed or
hindered in, or prevented from, the performance of any act required hereunder by
reason of strikes, lock-outs, labor troubles, inability to procure materials,
failure of pow­er, restrictive governmental laws or regulations, riots,
insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then performance of such act shall by excused for the period of  the
delay and the period of the performance of any such act shall be extended for a
period equivalent to the period of such delay; provided however, that the
provisions of this paragraph shall not operate to excuse Tenant, nor shall
Tenant in any event be excused, from prompt payment of Minimum Rent, Percentage
Rent, and all other charges due Landlord by Tenant.

      

      
        


         

        27.
LIMITATION OF LANDLORD'S LIABILITY. Tenant agrees that Landlord shall be liable
for performance of its obligations hereunder only to the extent of partnership assets and that
the respective partners of Landlord shall not be personally
liable.

      

      
        


         

        28.  NOTICES.  Any
notice herein provided for to be given to Landlord shall be deem­ed given if
and when posted in United States registered or certified mail, postage paid,
addressed to Landlord, % Suburban Management Company, 7510 Granby Street, Suite
201, Norfolk, Virginia 23505, and any notice herein provided for to be given to
Tenant shall be deemed to be given if and when posted in United States
registered or certified mail, postage prepaid, addressed to Tenant at the Leased
Premises,

          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

      
        


         

        29.  QUIET
ENJOYMENT.  Subject to the terms, covenants and conditions set forth
in this Lease, Landlord covenants that Tenant shall have and enjoy quiet and
peace­able possession of the Leased Premises during the term
hereof,

      

      
        


         

        30.  ENTIRE
AGREEMENT.  This Lease contains the entire agreement between the
par-tie; hereto,  and it cannot be altered or modified in any way
except in writing signed by the parties hereto.

      

      
        


         

        31.  NO
WAIVERS.  Any failure of any party lie re to insist upon
observation of any provision of this Lease shall not constitute a waiver of such
provision of Lease.

      

      
        


         

        32.  PRONOUNS.  Every
pronoun used in this Lease shall be construed to be of such number and gender as
the context shall, require.

      

      
        


         

        RULES AND
REGULATIONS.

      

      
        


         

        1.   All loading
and unloading of merchandise, supplies and all other materials, shall be done at
such time, in such areas and through such entrances as may from time to time be
designated by Landlord.  However, Landlord will make every effort not
to interfere with Tenant's loading and unloading, and Landlord will exercise its
rights hereunder solely for the purpose of establishing and maintaining
efficiency and smoothness of operation of the Shopping Center as a
whole.

      

      
        


         

        2.   No
radio or television aerial shall be erected on the roof or exterior walls of the
Leased Premises or on the grounds without the written consent of Landlord in
each instance.  Any aerial so installed without such written
consent shall be subject to removal without notice any time, and Tenant shall
pay Landlord, on de­mand, the cost of such removal.

      

      
        


         

        3.   Tenant
shall keep the Leased Premises at a temperature sufficiently high to prevent
freezing of water in pipes or fixtures.

      

      
        


         

        4.   The
plumbing facilities shall not be used for any other purpose than that for which
they were constructed, and no foreign substance of any kind shall be thrown
therein.

      

      
        


         

        5.   The
following specifications shall be controlling for all signs:

      

      
        (a)
Design of the sign shall
be approved, by the owners of the Shopping Center prior to the installation of said
sign.

      

      
        


         

        6.   Tenant
shall install, maintain and keep in first class order such fire
ex­tinguishers, placed in such locations in the Leased Premises, as may be
required by any City Ordinance, State or Federal Statute or by any insurance
company or rating bureau which insures, or sets rates for insurance of, the
Leased Premises.

      

      
        34.   WAIVER
OF HOMESTEAD EXEMPTION, exemption as to this Lease.

      

      
        


         

        Tenant
waives the benefit of his homestead

      

      


      
        


         

        35.  SUCCESSORS
AND ASSIGNS.  This Lease and all the terms, covenants, conditions, and
provisions herein contained shall be binding upon and shall inure to the
bene­fit of the parties hereto and their respective personal
representatives, heirs, successors and (if and when assigned in accordance with
the provisions hereof) Assigns.

      

      
        


         

        
          	
                   
      

                	
                  36.  OPTION.  TENANT
      is GRANTED THE OPTION TO RENEW THIS LEASE FOR A TERM OF FIVE (5) YEARS AT
      A BASE RENT OF S8.75.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  36.
      Cont'd The lease dated December 31,
      1987 is considered null and void on April 1, 1996 and is superseded
      by this lease.

                


        

      

      
        


         

        IN
WITNESS WHEREOF each corporated party hereto has caused this Deed of Lease no be
executed in Its name and behalf by its President, or one of its Vice Presidents;
each individual party hereto has hereunto sec his hand, and each
partnership party hereto has caused this Deed of Lease to be executed in its
name and behalf by at lease one of the General Partners.

      

      


      
        


         

        


      

      


      
        


         

        Landlord:
SUBURBAN MANAGEMENT COMPANY

      

      
        ATTEST:

      

      
        


      

      
        /s/ Frederick C.
Coble

      

      
        By /s/ Kenneth R. Perry
(Seal)

      

      
        


         

        Tenant:
DOLLAR TREE STORES, INC.

      

      
        By /s/ J. Douglas Perry
(Seal)

      

      
        


         

        


      

      
        


         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        ADDENDUM
TO LEASE DATED FEBRUARY

      

      
        


        1996
BETWEEN SUBURBAN

      

      


      
        


         

        MANAGEMENT
COMPANY, LANDLORD AND DOLLAR TREE STORES, INC., TENANT FOR THE DEMISED PREMISES
LOCATED AT 7549B-F  VIRGINIAN DRIVE, NORFOLK,
VIRGINIA.

      

      
        


      

      
        


         

        
          	
                   
      

                	
                  37.
      TENANT AGREES TO PAY MONTHLY SECURITY FKE IN THE AMOUNT OF $165.00 BY
      SEPARATE CHECK AND MADE PAYABLE TO "OFF DUTY POLICE ACCOUNT". THIS F2E
      SUBJECT TO INCREASE SHOULD COST TO LANDLORD
  INCREASE.

                


        

      

      
        


         

        
          	
                   
      

                	
                  30.
      TENANT AGREES THAT HE, HIS EMPLOYEES, AND ANY
  VOLUNTEERS

                


        

      

      
        


         

        
          	
                   
      

                	
                  TO
      THE BUSINESS WILL USE THE REAR PARKING LOT, KNOWN
  AS

                


        

      

      
        


         

        
          	
                   
      

                	
                  THE
      EMPLOYEES PARKING LOT, FOR PARKING OF ALL
  BUSINESS

                


        

      

      
        


         

        
          	
                   
      

                	
                  AND
      PERSONAL VEHICLES.  ANY VEHICLE FOUND PARKED IN
  A

                


        

      

      
        


         

        
          	
                   
      

                	
                  RESTRICTED
      AREA WILL BE SUBJECT TO TOWING AT THE
SOLE

                


        

      

      
        


         

        
          	
                  EXPENSE
      TO THE OWNER OF THE VEHICLE.

                	
                  ;

                


        

      

      
        


         

        
          	
                   
      

                	
                  33.
      IN CONSIDERATION FOR NEW YORK NEW YORK MOVING TO ANOTHER
      LOCATION IN ORDER THAT THE DOLLAR TREE MAY EXPAND INTO STORES B & C,
      DOLLAR TRSE AGREES TO ASSUME RESPONSIBILITY FOR ALL COST AND FOR
      INSTALLATION OF THE
FOLLOWING;

                


        

      

      
        


         

        
          	
                   
      

                	
                  A.  REMOVAL
      OF EXISTING WALL WHICH NOW STANDS BETWEEN MALL STORES J & K SO THAT
      THESE TWO STORES MAY OPERATE AS ONE
STORE.

                


        

      

      
        


         

        
          	
                   
      

                	
                  B.  REMOVAL
      OF ALL OLD CARPET AND INSTALLATION OF NEW CARPET THROUGHOUT BOTH STORE J
      & K AFTER EXISTING WALL HAS BEEN REMOVED.  STANDARD GREEN
      DOLLAR TREE CARPET WILL BE SATISFACTORY WITH NEW YORK NEW YORK.
      IN LIEU OF THIS, NEW YORK NEW YORK WILL SUPPLY SAMPLES OF CARPET TO DOLLAR
      TREE FOR PURCHASE.

                


        

      

      
        
          	
                   
      

                	
                  C.  RELOCATION
      OF THE EXISTING SLAT BOARD FROM THE NOW NEW YORK NEW YORK STORE TO
      THE WALL IN THE NEW YORK FASHION SHOP WHICH IS STORE #K
  .

                


        

      

      
        
          	
                   
      

                	
                  D.   MOVING
      AND PLACEMENT OF NEW YORK NEW YORK'S STORE FIXTURES TO THE NEW STORE
      AT MR. OK ' S DIRECTION, THIS DOES NOT INCLUDE MOVING NEW YORK NEW YORK
      INVENTORY.  MR. OK WILL ASSUME RESPONSIBILITY POR
      THIS.

                


        

      

      
        
          	
                   
      

                	
                  E.   RELCATION
      OF THE NEW YORK NEW YORK STORE SIGN TO STORE
#J

                


        

      

      
        


         

        TENANT
UNDERSTANDS THAT THERE WILL
BE NO S1GNS, TABLES,
SPEAKERS, OK ANY OTHER ITEM PLACED OUTSlDE OF TH8
LEASED PREMISES WITHOUT
THE CONSENT OF1 SUBURBAN MANAGEMENT, THIS ALSO INCLUDES CARDBOARD BOXES
AND DISPLAY ENDS. THE ONE EXCEPTION TO THIS RULE IS THE FREE STANDING SIGN NOW ALLOWED ON THE BROWN SECTION UF THE
TILE.

      

      


      
        


         

        


      

      
        


         

        


      

      
        


         

        SUBURBAN
MANAGEMENT COMPANY

      

       

      /s/ Kenneth A.
Perry

      


      


      
        


      

      
        


      

      
        
          	
                   
      

                	
                  DOLLAR
      TREE STORES, INC.

                


        

      

      
        /s/ J. Douglas
Perry

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        Dollar
Tree Stores, inc.

      

      
        


      

      


      
        January
7,2005

      

      
        


         

        Via Certified
Mail(RRR)

      

      
        


         

        Lease
Administration Dept

      

      
        


         

        Hampton
Roads Enterprises, Inc.

      

      
        


         

        7510
Granby Street, Suite 208

      

      
        


         

         Norfolk,
VA 23505

      

      
        


         

        
          	
                   
      

                	
                  Re:      Dollar
      Tree Stores, Inc. #01

                


        

      

      
        


         

        
          	
                   
      

                	
                  Wards
      Corner

                


        

      

      
        


         

        
          	
                   
      

                	
                  Norfolk.
      VAi!

                


        

      

      
        


         

        Dear Sir
or Madam:

      

      
        


         

        Reference
Is made to that certain Lease Agreement dated March 5, 1996, located In
Wards Corner, in the City of Norfolk, State of Virginia.

      

      
        


         

        We are
exercising our renewal option under this Lease for a period of five (5) years to
expire on August 31,2010, All other terms and conditions of the Lease shall
remain In full force and effect. Please sign and return a copy of this letter
("Option Renewal") to acknowledge confirmation of this Option
renewal.

      

      
        


         

        II has
been a pleasure working with your Company and we look forward to several more
prosperous years together.

      

      
        


         

        Very
truly yours.

      

      
        


         

        /s/ John L.
Cote

      

      
        


         

        DOLLAR/TREE
STORES, INC.

      

      
        Counsel

      

      
        iJohn L.
Cote Vice President, Corporate JLC/mabAvw

      

      
        


         

        cc:        Terry
Emey. Real Estate Manager

      

      
        


         

        File
Scan

      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
         

        Landlord Acknowledgement of
terms

      

      
        


         

        THE
FOREGOING IS AGREED TO THIS

      

      

      
        


         

        


      

      
        


         

        500 Volvo Parkway, Chesapeake,
Virginia 23320 Phone: (757) 321-3000
Fax:(757)321-5292