ex10_2.htm


    Exhibit
10.2

      
        Dollar
Tree Stores, Inc.

         

        


      

      


      
        AUG
212002

      

      


      
        


         

        
          	
                   
      

                	
                  DOLLAR
      TREE STORES, INC, AT

                


        

      

      
        


         

        CASTLE
SHOPS CHESAPEAKE, VA

      

       

      


      
        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        TABLE OF
CONTENTS

      

      
        


         

        TABLE OF
CONTENTS......................»...................»

      

      
        


         

        LEASE
AGREEMENT..........................................................,...............TM

      

      
        A.  BASIC LEASE PROVISIONS
................................................................................................
1

      

      
        1.
Premises.................................................................................................................................
1

      

      
        


         

        2. Trade
Name.............................................................................................................................
1

      

      
        3.
Permitted Use
.....................................................................................................................
1

      

      
        4.
Notices............................................................................................»^

      

      
        5.
Effective Date of Lease
........................................................................................................
2

      

      
        6.
Delivery Date for Possession of Premises
(............................................................................
2

      

      
        7. Lease
Term Commencement
Date...........................................................................................
2

      

      
        8.
Rent Commencement Date
......................................................................................................
2

      

      
        9.
Termination
Date......................................................................................................................
2

      

      
        10.
Rental Terms and
Renewal.....................................................................................................
2

      

      
        11.
Additional Rent
......................................................................................................................
2

      

      
        12. First
Year Operating
Charges.................................................................................................
2

      

      
        13.
Annual Increases for Common Area Maintenance
Charge..................................................... 3

      

      
        14.
Kickout
Clause.......................................................................................................................
3

      

      
        


         

        15.
Exclusive...............................................................................................................................
3

      

      
        16.
Co-Tenancy...........................................................................................................................
3

      

      
        17.
Tenant
Allowance..................................................................................................................
3

      

      
        S.
PREM/SES...............................................^

      

      
        1.
Description..............................................................................................................................
4

      

      
        2. Right
to
Remeasure................................................................................................................
4

      

      
        C.
LEASE
TERM................................................................,.................^

      

      
        1. Lease
Effective
Date...............................................................................................................
4

      

      
        2.
Commencement
Certificate.....................................................................................................
4

      

      
        3. Option
to
Renew.....................................................................................................................
4

      

      
        


         

        D.
CONSTRUCTION........................................................................................................................
5

      

      
        1.
Delivery...................................................................................................................................
5

      

      
        2.
Force
Majeure.........................................................................................................................
5

      

      
        3.
HVAC......................................................................................................................................5

      

      
        4.
Signage...................................................................................................................................
5

      

      
        5.
Tenant's
Work..,......................................................................,............6»

      

      
        6.
Code
Compliance....................................................................................................................
6

      

      
        7. Time
is of the
Essence............................................................................................................
6

      

      
        E. BASE
RENT.................................................6

      

      
        F.
TAXES...................................6

      

      
        1. Real
Estate Taxes and
Assessments......................................................................................
6

      

      
        2.
Procedure for
Payment...........................................................................................................
6

      

      
        


         

        3.
Municipal, County, State, or Federal
Taxes.............................................................................
7

      

      
        4. Other
Taxes......,............................................7

      

      
        G.
COMMON
AREAS.................................                                                                                                                                   7

      

      
        


         

        1. Common
Areas
.....................................................................................................................
7

      

      
        2. Common
Area Maintenance
Charge........................................................................................
7

      

      
        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        3. Procedure for Payment
...................................................................................................
8

      

      
        4.
Audit Rights
........................................................................

      

      
        H. UTILITIES AND RUBBISH DISPOSAL
.........................................................................................
8

      

      
        1.
Utilities..........................................8

      

      
        


         

        2.
Rubbish Disposal.....................,....................8

      

      
        3. Trash
Compactor
...........................................................,.....8

      

      
        /.
USE OF PREMISES BY
TENANT..........................................................................9

      

      
        1.
Use of
Premises.....,........,.............................................,..............................9

      

      
        2. Trade
Name............................................................................................w9

      

      
        3.
Operation of
Business...........................................................................................................
9

      

      
        


         

        4. Retail
Operations....................................................................................................................
9

      

      
        J. TENANT'S COVENANTS WITH RESPECT
TO OCCUPANCY.....................................................
70

      

      
        1.
Landlord
Access...................................................................................................................
10

      

      
        


         

        2.
Tenant's Compliance with
Rules...........................................................................................
10

      

      
        3.
Landlord's Right to Show
Premises......................................................................................
10

      

      
        K.
REP>URS4WDALrERAr/OtfS...................__

      

      
        1.
Repairs by
Landlord..............................................................................................................
10

      

      
        2.
Repairs by
Tenant.................................................................................................................
11

      

      
        3.
Alterations or Improvements by
Tenant................................................................................
12

      

      
        4.
Removal of
Improvements....................................................................................................
12

      

      
        L. INDEMNITY A ND
INSURANCE...................................................
................................................ 12

      

      
        1.
Indemnification by
Tenant.....................................................................................................
12

      

      
        2.
Indemnification by Landlord
...................................................................................................
12

      

      
        3.
Tenant's General Liability
Insurance.....................................................................................
13

      

      
        4.
Landlord's
Insurance............................................................................................................13

      

      
        


         

        5.
Self-insure.............................................................................................................................
13

      

      
        6.
Mutual Waiver
.....................................................................................................................
13

      

      
        


         

        M. DAMAGE AND
DESTRUCTION.................................................................................................
14

      

      
        


         

        1.
Partial
Damage......................................................................................................................
14

      

      
        2. Total
Damage........................................................................................................................
14

      

      
        3.
Repair....................................................................................................................................
14

      

      
        


         

        4.
Abatement of
Rent................................................................................................................
14

      

      
        N. ASSIGNING AND SUBLETTING
...............................................................................................
14

      

      
        


         

        1.
Tenant's Rights........................................^^

      

      
        2. Tenant's
Stock.....................................................................................................................
15

      

      
        


         

        3.
Consent of
Landlord............................................................................................................
15

      

      
        O. EMINENT
DOMAW.............................^

      

      
        1.
Condemnation Award
............................................................................................................
15

      

      
        


         

        2. Rights
of Termination
............................................................................................................
15

      

      
        3.
Restoration..............,.................................^                                                                                                                               15

      

      
        P. DEFAULT AND
REMEDIES.......................................................................................................
75

      

      
        


         

        1.
Default by
Tenant..................................................................................................................
15

      

      
        2.
Default by
Landlord...................................................................,........................,..........^        17

      

      
        Q.
NOTICES..........................17

      

      
        1. Proper
Notice
.................................................................................................,...„....„,......
17

      

      
        


         

        2. Change
of Address
...............................................................................................................
17

      

      
        


         

        Final
Lease for Castie Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        R. MORTGAGE
SUBORDINATION.......................................17

      

      
        S.
ESTOPPEL
CERTIFICATES.....................................17

      

      
        T.
COVENANT OF QUIET
ENJOYMENT.........................................................................................
17

      

      
        


         

        U.
LIABILITY OF
LANDLORD..................................................18

      

      
        1.
Judgments...........................................................................................................................
18

      

      
        


         

        2.
Transfer of
Title.................................,........................................18

      

      
        V.
ENVIRONMENTAL MATTERS - NO
HAZARDOUS SUBSTANCES.............................................
18

      

      
        


         

        1.
ActS.....................,..........................».....»18

      

      
        


         

        2.
Asbestos........................................................................................19

      

      
        3.
Tenant's
Operations............................................................................................................
19

      

      
        


         

        4.
Indemnification of Landlord
...................................................................................................
19

      

      
        5.
Tenant's Limitation of
Liability..............................................................................................
19

      

      
        IV.
MISCELLANEOUS
PKOWS/OWS......................................................^^

      

      
        1.
Brokers
Commissions...........................................................................................................
19

      

      
        2.
Surrender and Holding
Over.................................................................................................
19

      

      
        3.
Storage
Trailer......................................................................................................................
19

      

      
        4.
Mechanic's
Liens..................................................................................................................
19

      

      
        


         

        5.
Mortgagee
Clause.................................................................................................................
19

      

      
        6.
Landlord Title
Report............................................................................................................
20

      

      
        7.
Recording.............................................................................................................................
20

      

      
        8.
Severability
.........................................................................................................................
20

      

      
        9.
Attorneys'
Fees.......................................................................»...............».............»..........»20

      

      
        


         

        10. Jury
Trial...........................................................................................................................
20

      

      
        11.
Waiver
.......................................................................................................................20

      

      
        12. Force
Majeure......................................................................................................................
20

      

      
        13. No
Partnership
..................................................................................................................
20

      

      
        


         

        14.
Section
Headings.................................................................................................................
20

      

      
        


         

        15. Lease
Inures to the Benefit of
Assignees.............................................................................
20

      

      
        16. No
Presumption Against
Drafter..........................................................................................
20

      

      
        17.
Authority to Sign
Lease.......................................................................................................
21

      

      
        


         

        18.
Cancellation of Existing
Lease............................................................................................
21

      

      
        19.
Entire
Agreement................................................................................................................21

      

       

      


      
        Final
Lease for Castle Shops -
Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        LEASE
AGREEMENT

      

      


      
        19th day
of August
2002,  between  DMK

      

      
        THIS  LEASE,  made  as  of
this

      

      
        ASSOCIATES,
a Virginia general partnership, whose address is Port Office Box 869, Virginia
Beach, VA 23451 (hereinafter referred to as "Landlord") and DOLLAR TREE STORES,
INC., a Virginia corporation, whose address is 500 Volvo Parkway, Chesapeake,
Virginia 23320 (hereinafter referred to as Tenant").

      

      
        


         

        WITNESSETH

      

      
        


         

        THAT in
consideration of the mutual covenants and agreements herein contained, it is
agreed by

      

      
        


         

        and
between Landlord and Tenant as follows:

      

      
        !

      

      
        
          	
                  A.

                	
                  BASIC
      LEASE PROVISIONS

                


        

         

        


      

      
        
          	
                   
      

                	
                  the
      following constitute the basic provisions of this
  Lease;

                


        

         

        


      

      
        
          	
                   
      

                	
                  1.         Premises (as
      defined in Section B)

                


        

         

        


      

      
        A.

      

      
        Shopping
Center Address County Township

      

      
        


         

        Square
Footage Frontage

      

      
        Castle
Shops

      

      
        1105
S. Military Highway

      

      
        Chesapeake,
VA 23320

      

      
        17,200
square feet 100 linear feet

      

      


      
        


         

        Tenant's
Proportionate Share. 47.1%. Tenant's Proportionate Share shall be equal to a
fraction, the numerator of which shall be the number of square feet of gross
leasable area within the Premises (17,200 square feet) ("Premises GLA") and the
denominator of which shall be the Shopping Center gross leasable area (36,519
square feet) ("Shopping Center GLA").

         

        


      

      
        d.         Space
Number Trade Name.

      

      
        2.

      

      
        DOLLAR
TREE

      

      


      
        


      

      
        


         

        
          	
                   
      

                	
                  3.         Permitted Use.
      The retail sale of general merchandise including, but not limited to, home
      decor and accessories, costume jewelry, bathroom accessories, toys,
      stationery, auto accessories, apparel, kitchen accessories, household and
      cleaning products, gift wrap, greeting cards, party supplies, health and
      beauty supplies, novelty candy and snacks, and other incidental food items
      as well as other items typically sold in a majority of Dollar Tree stores.
      Tenant agrees that no one category will become the primary product line of
      the retail business so that no product line will exceed twenty-five
      percent (25%) of the sales floor area. Landlord covenants that Tenant will
      be permitted to occupy the Premises for the entire Lease Term for the uses
      herein specified. Landlord warrants that as of the date hereof there are
      no recorded or unrecorded restrictions or other tenant exclusives which
      would prohibit Tenant's use of the Premises as stated above. The
      exclusives and restrictions in place in the Shopping Center, if any, are
      attached as Exhibit G.

                


        

      

       

      


      
        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        4.

      

      
        Notices.

      

      


      
        


         

        Landlord                                          DMK
ASSOCIATES

      

      
        Post
Office Box 869 Virginia Beach, VA 23451 Telephone: 757-428-8900 Facsimile:
757-428-8814

      

      
        


         

        Tenant                                          DOLLAR TREE STORES,
INC.

      

      
        Attn:
Lease Administration Department 500 Volvo Parkway Chesapeake, VA 23320
Telephone: 757-321-5000 Facsimile: 757-321-5220

      

      
        


         

        
          	
                   
      

                	
                  5.         Effective Date of
      Lease. Execution of the Lease Agreement and delivery of the Leases
      to all parties.

                


        

      

      
        


         

        6.         Delivery Date for Possession
of Premises ("Delivery Date"). January 31,2003.

      

      
        


         

        
          	
                   
      

                	
                  7.         Lease Term
      Commencement Date. The Lease term shall commence the earlier of (a)
      ninety (90) days after the Delivery Date or (b) when Tenant opens for
      business.

                


        

      

      
        


         

        
          	
                   
      

                	
                  8.         Rent Commencement
      Date. Base Rent (as defined in Section E) shall commence the
      earlier of (a) ninety (90) days after the Delivery Date or (b) when Tenant
      opens for business.

                


        

      

      
        


         

        
          	
                  9.

                	
                  Termination
      Date. The Original Lease Term shall terminate on the last day of
      the twenty-

                


        

      

      
        


         

        
          	
                   
      

                	
                  fourth
      (24m)
      calendar month following the Lease Term Commencement Date set forth
      in

                


        

      

      
        


         

        
          	
                   
      

                	
                  Section
      A.7 hereof.

                


        

      

      
        


         

        10.        Rental Terms and
Renewal.

         

        


      

      
        	
                
                  TERM

                

                
                   

                

              	
                
                  YEARS

                

                
                   

                

              	
                
                  PER
      SQ FT

                

                
                   

                

              	
                
                  MONTHLY

                

                
                   

                

              	
                
                  ANNUALLY

                

                
                   

                

              
	
                
                  Original
      Lease Term

                

                
                   

                

              	
                
                  1-2

                

                
                   

                

              	
                
                  $4.90

                

                
                   

                

              	
                
                  $7,023.33

                

                
                   

                

              	
                
                  $84,280.00

                

                
                   

                

              
	
                
                  First
      Renewal Term

                

                
                   

                

              	
                
                  3-7

                

                
                   

                

              	
                
                  $6.14

                

                
                   

                

              	
                
                  $8,800.67

                

                
                   

                

              	
                
                  $105,608.00

                

                
                   

                

              
	
                
                  Second
      Renewal Term

                

                
                   

                

              	
                
                  8-14

                

                
                   

                

              	
                
                  $6.64

                

                
                   

                

              	
                
                  $9,517.33

                

                
                   

                

              	
                
                  $1
      14,208.00

                

                
                   

                

              
	 
      	 
      	 
      	 
      	 
      


      

      
        


         

        
          	
                   
      

                	
                  11.       Additional
      Rent. Any amounts to be paid by Tenant to Landlord pursuant to the
      provisions of this Lease, including Common Area Maintenance Charges (as
      defined in Section G.2), Real Estate Taxes (as defined in Section F.1),
      and Insurance (as defined in Section L.4.b), whether such payments are to
      be periodic and recurring or not, shall be deemed to be "Additional Rent"
      and otherwise subject to all provisions of this Lease and of law as to the
      default in the payment of Base Rent. Additional Rent shall commence on the
      Rent Commencement Date.

                


        

      

      
        $0.72 per
square foot $0.82 per square foot $0.04 per square foot

      

      
        


         

        $1.13 per
square foot

      

      
        


         

        12.        First Year Operating
Charges

      

      
        


         

        Common
Area Maintenance

      

      
        Taxes

      

      
        Insurance

      

      
        


         

        Total

      

       

      


      
        Final Lease for Castle Shops
- Chesapeake,
VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Tenant
will pay its proportionate share of actual operating expenses for the first year
of the Original Lease Term in accordance with this Section A.12, and Sections
F.1 and G.2 of this Lease; however, Landlord represents the first year's
operating charges will not exceed $1.13 per square foot.

      

      
        


         

        
          	
                   
      

                	
                  13.       Annual Increases for
      Common Area Maintenance Charge. Annual increases for the Common
      Area Maintenance Charge will not exceed five percent (5%) of such charges
      on a non-cumulative basis for the previous year during the entire Lease
      Term and any Renewal Term(s)
thereof.

                


        

      

      
        


         

        14.       Kickout Clause.
Intentionally
deleted.                                                                                                   '

      

      
        


         

        
          	
                   
      

                	
                  15.        Exclusive.
      Tenant shall have an "exclusive" for a single price point variety retail
      store. Landlord will not permit any other occupant in the Shopping Center
      to operate a retail variety store whose Principal Business (hereinafter
      defined), is selling merchandise at a single price point or retail
      operations with the word "Dollar" in their trade name. For the purpose of
      this section, Principal Business shall be defined as selling such single
      price point merchandise in twenty-five percent (25%) or more of the sales
      floor area (including one-half ("A) of the adjacent
      aisle space).

                


        

      

      
        


         

        If
Landlord violates this exclusive, Tenant shall pay one-half (1/z)
monthly Base Rent plus full Additional Rent beginning thirty (30) days after the
violation occurs and continuing until the violation is cured. However, if the
violation has not been cured within six (6) months, Tenant shall have the option
to terminate the Lease. If Tenant does not elect to terminate the Lease, Tenant
will continue to pay one-half (1/2) Base Rent plus full Additional Rent
throughout the remainder of the then current Lease Term, or until the violation
is cured.

      

      
        


         

        If Tenant
does elect to terminate the Lease, Landlord shall reimburse Tenant within thirty
(30) days of Landlord's receipt of written notice for the unamortized value
(using a straight-line amortization schedule over the Original Lease Term) of
the cost of the Tenant's Improvements and other costs Incurred by Tenant. Upon
such termination, Landlord and Tenant shall be relieved of any further
obligations to the other hereunder.

      

      
        


         

        16.       Co-Tenancv.
Intentionally deleted.

      

      
        


         

        
          	
                   
      

                	
                  17.       Free Rent.
      Landlord has agreed that Tenant's Base Rent and Additional Rent shall
      be

                


        

      

      
        


         

        
          	
                   
      

                	
                  abated
      in the amount of Forty-Two Thousand Five Hundred Dollars ($42,500). Said
      rant

                


        

      

      
        


         

        
          	
                   
      

                	
                  abatement
      is being taken as reduced rent over the first twenty-four (24) months of
      the

                


        

      

      
        


         

        
          	
                   
      

                	
                  Initial
      lease term and is already reflected in the reduced rental terms for
      Original Lease

                


        

      

      
        


         

        
          	
                  Term
      Years 1-2 shown in Section A.10.

                	
                  !

                


        

      

       

      


      
        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        10

      

      


      
        


         

        B.           PREMISES

      

      
        


         

        
          	
                   
      

                	
                  1.         Description.
      Landlord hereby leases to Tenant the Premises ("Premises") described as
      follows: The space within a one-story unit (without basement, balcony, or
      mezzanine) as measured from the exterior face of any exterior walls and to
      the centerline of common walls, and crosshatched on the Site Plan attached
      hereto as Exhibit A. Landlord agrees that there is, as of the date of the
      Lease, tractor- trailer and/or dumpster-truck ingress to and egress from
      the rear service door of the Premises or Tenant's dumpster, and throughout
      the Lease term, as such may be extended, Landlord will take no action
      which would deprive Tenant's tractor-trailers or dumpster-trucks of such
      continued ingress and egress. Landlord warrants that no change in the Site
      Plan shall occur without Landlord first notifying Tenant. In the event the
      Shopping Center is new construction, Landlord shall furnish the engineered
      plans to be attached hereto as Exhibit A-2. The "Shopping Center" is more
      fully described in the legal description attached hereto as Exhibit
      B.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Right to
      Remeasure. Prior to opening the store for business, Landlord and
      Tenant reserve the right to remeasure the Premises to determine the
      Premises GLA. In the event the remeasurement discloses that the actual
      Premises GLA as set forth in the preceding paragraph is incorrect,
      Landlord and Tenant shall execute an amendment to the Lease (i) reflecting
      the actual Premises GLA; (ii) adjusting the Base Rent based on the new
      square footage; (iii) adjusting Renewal Rent; and (iv) adjusting Tenant's
      Proportionate Share of the Shopping Center as defined in Section A.1.c,
      and all other charges accruing under the Lease which are based on the
      actual Premises GLA. In the event of an adjustment, Tenant will pay any
      excess Base Rent or Additional Rent owed to Landlord within thirty (30)
      days after receipt of a statement, or Tenant shall take a credit for any
      overpayment against the next monthly Base Rent and Additional Rent
      payments.

                


        

      

      
        


         

        C.         LEASE
TERM

      

      
        


         

        
          	
                   
      

                	
                  1.         Lease Effective
      Date. The Lease shall be effective upon the mutual execution of the
      Lease and delivery of the Lease to all parties. The Original Lease Term
      shall commence upon the Lease Term Commencement Date and shall terminate
      on the last day of the twenty-fourth (24th)
      calendar month following the Lease Term Commencement Date as set forth in
      Section A.7 hereof. In no event shall the Expiration Date occur during the
      months of October, November, or December, and as such the Termination Date
      shall be extended to January 31 following the date of termination of the
      Lease.

                


        

      

      
        


         

        Commencement
Certificate. Upon the Rent Commencement Datet Tenant
will prepare a written instrument stipulating the Lease Term Commencement Date,
\ the Rent Commencement Date, and the Lease /Termination Date to be signed by
all parties.

      

      
        


      

      
        Option to Renew.
Provided Tenant is not in default beyond any applicable cure period under any of
the terms and provisions\herein contained at the time of renewal, Landlord
hereby grants to Tenant the option to\renew this Lease for the periods
..stipulated in Section A.10. The First Renewal Term and each succeeding Renewal
Term(s) (if any) shall be based upon all the terms and conditions contained in
this lease except for payment of Base Rent that shall be increased pursuant to
Section A.10 ("Renewal Rent). Notice of election by Tenant to exercise each
option shall be given to Landlord in writing at least six (6) months prior to
the expiration of the then current term; provided, however, that Tenant's right
to exercise any option hereunder shall not expire unless and until Landlord has
given Tenant written notice of Tenant's failure to timely exercise its option.
After receipt of such notice from Landlord, Tenant shall have fifteen (15) days
to notify Landlord if Tenant wishes to exercise such option.

      

       

      


      
        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        D.         CONSTRUCTION

      

      


      
        


         

        Delivery. The
Delivery Date of the Premises from Landlord to Tenant shall be on January 31,
2003, As Is. If Landlord is unable to deliver the Premises within sixty (60)
days after the Delivery Date, Tenant, at its discretion, may either (a) cancel
this Lease with no further obligation hereunder, or (b) receive a credit against
Base Rent equal to Five Hundred Dollars ($500) per day for each day commencing
on the sixty-first (61st) day
after the Delivery Date above specified and ending with the date the Premises is
delivered to Tenant.

      

      
        


         

        Tenant
will not be required to accept delivery of stores between September 15th and
October 31st.

      

      
        


         

        Force Maieure. The
period of time during which Landlord or Tenant is prevented or delayed in the
performance of, or the making of any improvements or repairs or fulfilling any
obligation required under this Lease due to delays caused by fire, catastrophe,
strikes or tabor trouble, civil commotion, acts of God, governmental
prohibitions or regulations including administrative delays in obtaining
building permits, inability to obtain materials or other causes beyond the
responsible party's control, shall be added to that party's time for performance
hereof, and Landlord or Tenant shall have no liability by reason thereof.
Tenant's obligation to pay rent is excluded from Force Majeure except when
caused by administrative delays in obtaining building permits, subject to Tenant
timely applying for such permits.

      

      
        


         

        HVAC. Landlord, upon
delivery of the Premises, will warrant that the HVAC system will be in good
working order. System will be maintained by Tenant, but replaced by Landlord, if
age and condition dictate.

      

      
        


         

        Sign Package.
Tenant's sign package is attached as Exhibit D and made a part of this Lease,
Tenant will place no sign on the exterior of the Premises or on the interior
surface of any windows of the Premises (except for Tenant's standard window
decal treatment which in no event shall occupy more than fifteen percent (15%)
of said window) unless it meets the standards set forth in Exhibit D attached
hereto. Exterior signs are to be provided by Tenant, individually lit, sixty
(60) inch (or larger if allowed by focal code) channel letters in Dollar Tree's
registered trademark logo and face color 5121-0 Green by Cyro, and are to be
located on the store front. Exterior signage as shown on Exhibit D is hereby
approved by Landlord, subject to local codes. Tenant will have the right to
place temporary signage announcing the opening of a new store. Tenant agrees not
to display any pennants, searchlights, window signs, or similar temporary
advertising media. Tenant may display banners inside the Premises within two (2)
feet from the front of the store as long as they are professionally
prepared.

      

      
        


         

        
          	
                   
      

                	
                  b.         Pylon. Tenant
      shall have the right to place signage on any existing or future pylon
      signs at no additional cost other than manufacture and installation of its
      panel.

                


        

      

      
        


         

        
          	
                   
      

                	
                  c.         Maintenance and
      Removal. Tenant agrees to maintain its signs in good states of
      repair and save Landlord harmless from any loss, cost, or damage resulting
      from the signs' condition and shall repair any damage which may have been
      caused by the erection, existence, maintenance, or removal of such signs.
      Upon vacating the Premises, Tenant agrees to remove all signs and repair
      all damages caused by such
removal.

                


        

      

       

      


      
        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        12

      

      


      
        


         

        
          	
                   
      

                	
                  5.         Tenant's Work.
      Tenant's work, if any, is detailed in Exhibit C of this Lease. Prior to
      the execution of this Lease, Landlord must provide Tenant a copy of the
      Tenant Handbook, if one exists, to be attached hereto as Exhibit F.
      Failure to provide Tenant a copy of the Tenant Handbook will exempt Tenant
      from abiding by any conditions contained
  therein.

                


        

      

      
        


         

        
          	
                   
      

                	
                  6.         Code
      Compliance. Landlord warrants that, to the best of Landlord's
      knowledge, as of the Delivery Date, the structure of the Premises is in
      compliance with all applicable laws, codes, rules, and regulations of
      governmental authorities ("Applicable Laws") and free from patent and
      latent defects. In the event it is determined that the structure is not in
      compliance with Applicable Laws (i) as of the Delivery Date, and as a
      result, the municipality having jurisdiction over the Premises refuses to
      issue Tenant a building permit or certificate of occupancy, or (ii) after
      the Delivery Date, if Tenant is notified that the Premises was not in
      compliance with applicable laws on the Delivery Date, Tenant shall notify
      Landlord, and Landlord shall act promptly to bring the structure into
      compliance. The foregoing warranty shall not apply to any conditions
      created or related to Tenant's Work, remodeling, specific use or occupancy
      of the Premises, or assignment or subletting of the Premises. In addition,
      in the event any structural modifications to the Shopping Center or the
      Premises are required by governmental or insurance regulations, Landlord
      shall be responsible to perform any such modifications unless required by
      Tenant's specific use of the Premises. Tenant shall be responsible to
      perform any necessary nonstructural modifications to the Premises as well
      as any modifications, regardless of where located, if occasioned by
      Tenant's use of the Premises. Nothing contained herein shall negate
      Landlord's or Tenant's right to challenge any such requirements in
      administrative and/or judicial
proceedings.

                


        

      

      
        


         

        
          	
                   
      

                	
                  7.         Roof. Landlord
      will be responsible to provide a structurally sound, leak-free roof.
      Landlord is responsible for all costs associated with correcting all
      deficiencies prior to the Delivery
Date.

                


        

      

      
        


         

        
          	
                   
      

                	
                  8.

                	
                  Time is of the
      Essence. TIME
      IS OF THE ESSENCE WITH REGARD TO SECTION
  D

                


        

         

        


      

      
        


         

        
          	
                   
      

                	
                  OF
      THIS LEASE.

                


        

         

        


      

      
        E.           BASE
RENT.

      

      


      
        


         

        Tenant
agrees to pay to Landlord, at the address noted above, or at such place as
Landlord may from time to time designate in writing, Base Rent for the Premises
during the Lease Term, as set forth in Section A.10, in advance on the first day
of each calendar month. The amounts to be paid by Tenant for Base Rent and
Additional Rent shall be pro-rated on a per diem basis for any partial month in
the first Lease Year.

         

        


      

      
        F,         TAXES

      

      


      
        


         

        
          	
                   
      

                	
                  1.         Real Estate Taxes and
      Assessments. Tenant agrees to pay Tenant's Proportionate Share of
      all real estate taxes and assessments, together with any and all expenses
      incurred by Landlord in negotiating, appealing, or contesting such taxes
      and assessments, both general and special, levied and assessed against the
      land, buildings, and all other improvements which may be added thereto, or
      constructed within the Shopping Center. Tenant's Proportionate Share of
      taxes will include all discounts and exclude all penalties and interest.
      Tenant's Proportionate Share shall be as defined in Section A.1.c.
      Tenant's Proportionate Share shall be at the time such taxes were levied
      or assessed, but excluding the gross leasable area of any buildings within
      the Shopping Center which are separately assessed for tax purposes and
      billed to an entity other than Landlord or paid directly by an entity
      other than Landlord.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Procedure for
      Payment. During the Lease Term, or any Renewal Term(s) thereof,
      Tenant shall pay to Landlord, monthly in advance, an amount equal to
      one-twelfth (1/12th)

                


        

      

      
        


         

        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        of
Tenant's Proportionate Share of real estate taxes and assessments for the
current tax year as reasonably estimated by Landlord. If Tenant's Proportionate
Share of real estate taxes and assessments with respect to any tax year is less
than the total amount paid by Tenant for such period, the excess shall be
credited against the next rental payment. If Tenant's Proportionate Share of
real estate taxes and assessments for any tax year exceeds the total amount paid
by Tenant for such period, Tenant shall, within thirty (30) days of receipt of a
copy of the actual tax bill from Landlord, pay the difference between the actual
amount paid by Tenant and Tenant's Proportionate Share of real estate taxes and
assessments.

      

      
        


         

        
          	
                   
      

                	
                  3.         Municipal. County.
      State, or Federal Taxes. Tenant shall pay, before delinquent, all
      municipal, county, state, or federal taxes assessed against Tenant's
      fixtures, furnishings, equipment, stock-in-trade, or other personal
      property owned by Tenant in the
Premises.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.         Other Taxes.
      Should any governmental taxing authority levy, assess, or impose any tax,
      excise, or assessment (other than income, inheritance, gift, or franchise
      tax) upon or against the rentals payable by Tenant to Landlord, by way of
      substitution for or in addition to any existing tax on land and buildings,
      Tenant shall be responsible for and shall pay any such tax, excise, or
      assessment, or shall reimburse Landlord for the amount thereof, as the
      case may be.

                


        

      

      
        


         

        G.         COMMON
AREAS                                                                                                              !

      

      
        


         

        
          	
                   
      

                	
                  1.
      Common
      Areas. Landlord grants to Tenant and Tenant's invitees the right to
      use, in common with all others to whom Landlord has or may hereafter grant
      rights to use same, the Common Areas located within the Shopping Center.
      The term "Common Areas," as used in this Lease, shall mean the parking
      areas, roadways, pedestrian sidewalks, loading docks, delivery areas,
      landscaped areas, service courts, open and enclosed courts and malls, fire
      corridors, meeting areas, public restrooms, and all other areas or
      improvements which may be provided by Landlord for the common use of the
      tenants of the Shopping Center. Landlord hereby reserves the following
      rights with respect to the Common
Areas:

                


        

      

      
        


         

        
          	
                   
      

                	
                  9.         Rules and
      Regulations. To establish reasonable rules and regulations for the
      use thereof which shall be uniformly
enforced;

                


        

      

      
        


         

        
          	
                   
      

                	
                  t>-         Use. To use or
      prohibit the use by others to whom Landlord may have granted such rights
      for promotional activities;

                


        

      

      
        


         

        
          	
                   
      

                	
                  c.         Closings. To
      close all or any portion thereof as may be deemed necessary by Landlord's
      counsel to prevent a dedication thereof or the accrual of any rights to
      any person or the public therein;
and

                


        

      

      
        


         

        
          	
                   
      

                	
                  d.         Maintenance.
      Landlord shall operate, equip, light, repair, and maintain said Common
      Areas for their intended purposes in an efficient and economical
      manner.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Common Area
      Maintenance Charge. Tenant shall pay to Landlord as a "Common Area
      Maintenance Charge" Tenant's Proportionate Share as defined in Section
      A.1.c of all costs and expenses paid or incurred by Landlord in operating,
      maintaining, and repairing the Common Areas. In no event shall the Common
      Area Maintenance Charge include any depreciation on improvements or
      equipment, the cost of correcting or repairing construction or design
      defects in the Common Area, or legal fees attributable to any matters
      concerning any other tenant of the Shopping Center. Such costs and
      expenses may include but not be limited to: cleaning, lighting, repairing,
      and maintaining all Common Area improvements, paving, roadways, sprinkler
      equipment, driveways,

                


        

      

      
        


         

        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        14

      

      


      
        


         

        sidewalks,
curbs, culverts and drainage facilities, barriers, retaining walls, fences,
directional and Shopping Center signage (other than signs to be maintained by
individual tenants), sewer and water supply lines and related facilities, snow
and ice removal, parking lot striping, painting, and painting of exterior walls,
landscaping, providing security, property damage, fire and extended insurance
coverage, personal property taxes, supplies, fire protection and fire hydrant
charges, water and sewer charges, and utility charges.

      

      
        


         

        
          	
                   
      

                	
                  3.         Procedure for
      Payment. Tenant's Common Area Maintenance Charge shall be paid in
      monthly installments on the first day of each month in an amount to be
      estimated by Landlord beginning on the Rent Commencement Date. Within
      ninety (90) days following the end of the period used by Landlord in
      estimating Landlord's cost, Landlord shall furnish to Tenant a detailed
      statement of the actual amount of Tenant's Proportionate Share of such
      Common Area Maintenance Charge for such period. Within ninety (90) days
      thereafter. Tenant shall pay to Landlord or take a credit against the next
      rental payment, as the case may be, the difference between the estimated
      amounts paid by Tenant and the actual amount of Tenant's Common Area
      Maintenance Charge for such period as shown by such
    statement.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.        Audit Rights.
      The Common Area Maintenance Charge described in Section G shall be subject
      to audit by Tenant or an accounting firm of Tenant's choice, at the
      address Landlord sets forth in this Lease, at Tenant's expense during
      regular business hours for one (1) year following the end of the period
      used by Landlord in assessing Tenant's Proportionate Share ("Audit
      Period"). Landlord shall keep accurate records showing in detail the
      Common Area Maintenance Charge. These records shall, upon demand, after
      reasonable notice, be made available during normal business hours at an
      office of Landlord for inspection by Tenant. Tenant, or its authorized
      agents, shall, at any time upon reasonable notice to Landlord, have the
      right to examine and audit any and all books, records, papers and
      documents relating to the Common Area Maintenance Charge for the Audit
      Period and the previous three (3) years. Tenant shall keep such
      information confidential, except in connection with any proceeding
      regarding same between Landlord and Tenant. Tenant shall pay all costs in
      connection with any audit by Tenant, unless Landlord's charges exceed the
      amount that Landlord is entitled to charge Tenant by more than three
      percent (3%), in which event the reasonable cost of such audit shall be
      borne by Landlord. Each party shall also immediately pay any and all sums
      shown by the audit to the other party as additional or overpayment of
      charges under this paragraph.

                


        

      

      
        


         

        Notwithstanding
anything to the contrary in this Lease, in the event there is a year-end
adjustment or adjustment resulting from an error in calculation of any
Additional Rent payable by Tenant under this Lease, other than real estate
taxes, Landlord shall notify Tenant of any such adjustment within twelve (12)
months after the end of the Lease Year to which such adjustment is applicable.
If Landlord fails to notify Tenant of any such adjustment within such twelve
(12) month period, Landlord's claim to such adjustment shall be deemed
waived.

      

      
        


         

        H.           UTILITIES
AND RUBBISH DISPOSAL

      

      
        


      

      
        


         

        1-         Utilities.

      

      
        


         

        
          	
                   
      

                	
                  a.         Maintenance.
      Commencing on the Delivery Date, the Landlord shall provide and maintain
      ail necessary pipes, mains, conduits, wires, and cables to the Premises
      for water, gas, electricity, and telephone
  service.

                


        

      

      
        


         

        
          	
                   
      

                	
                  •

                	
                  b.         Tenant's
      Responsibilities.   Tenant shall have ail utilities
      serving the Premises

                


        

      

      
        


         

        
          	
                   
      

                	
                  (electric,
      natural gas, water, sewer, and telephone) placed in Tenant's name
      and

                


        

      

      
        


         

        8

      

      
        


         

        Final
Lease for Castle Shops
- Chesapeake,
VA                                                                                                             !

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Tenant
shall be responsible for the payment of all utility bills directly to the
provider.

      

      
        


         

        
          	
                  c.

                	
                  Landlord's
      Responsibilities. Notwithstanding the foregoing, Tenant will not
      be

                


        

      

      
        


         

        
          	
                   
      

                	
                  responsible
      for the cost of any utility tap fees, cost of meter installation, or
      any

                


        

      

      
        


         

        
          	
                   
      

                	
                  other
      cost which may be levied by a utility other than those charges
      specifically

                


        

      

      
        


         

        
          	
                   
      

                	
                  related
      to the Tenant's consumption of such utility. Such cost: shall be the
      sole

                


        

      

      
        


         

        
          	
                   
      

                	
                  responsibility
      of the Landlord.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Rubbish
      Disposal. Tenant shall be responsible for its trash and refuse
      collection and disposal. Landlord will provide Tenant an area at the rear
      of the Premises for the location of such trash and refuse collection. In
      addition. Tenant agrees to:

                


        

      

      
        


         

        
          	
                   
      

                	
                  a.         Proper
      Containers. Keep any refuse in proper containers until the same is
      removed from the Shopping Center and to permit no refuse to accumulate
      around the exterior of the Premises;
and

                


        

      

      
        


         

        
          	
                   
      

                	
                  b.         Regulations.
      Handle and disposal of all rubbish, garbage, and waste in accordance with
      regulations established by Landlord and not permit the accumulation
      (unless in sealed metal containers) or burning of any trash. rubbish,
      refuse, garbage, or waste materials in, on, or about any part of the
      Shopping Center.

                


        

      

      
        


      

      
        


         

        <
    3.         Trash
Compactor.   Tenant reserves the right, at Tenant's sole
cost and expense, to

      

      
        


         

        install a
trash compactor at the location shown on Exhibit A.

      

      
        


         

        In no
event shall Landlord be liable for the quality, quantity, failure, or
interruption of the foregoing utility or rubbish disposal services to the
Premises unless caused by Landlord's negligent or willful
acts.

      

      
        


         

        I.           USE
OF PREMISES BY TENANT

      

      
        


         

        
          	
                   
      

                	
                  1.         Use of
      Premises. Tenant's Use of Premises will be for the Permitted Use as
      set forth in Section A.3.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Trade Name.
      Unless otherwise provided for herein, Tenant agrees to conduct its
      business in the Premises under the name of DOLLAR
  TREE.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.         Operation of
      Business. Unless otherwise provided for herein, Tenant agrees to
      open its store for business, fully fixtured, stocked, and staffed, and to
      operate in one hundred percent (100%) of the Premises during the hours set
      by Landlord for all tenants of the Shopping Center, on all business days
      the Shopping Center is open for business, except where Tenant is prevented
      from doing so by strikes, casualty, or other causes beyond Tenant's
      control. Tenant shall be permitted to stock its unit at
    night.

                


        

      

      
        


         

        4.         Retail
Operations.                                                                                                        ;

      

      
        


         

        
          	
                   
      

                	
                  a.         Go Dark.
      Notwithstanding any provision in this Lease to the contrary, it is
      expressly acknowledged by Landlord that this Lease contains no implied or
      express covenant for Tenant to conduct business in the Premises,
      continuously or otherwise, subject to the Lease terms. In the event Tenant
      discontinues retail operations in the Premises (excluding, however, an
      Exempted Discontinuance of retail operations, as defined in Section 4.b),
      and such discontinuance of retail operations continues for thirty (30)
      consecutive days, Landlord may, at any time thereafter during the Lease
      term, elect to terminate this Lease and regain possession of the Premises
      by written notice to Tenant (the
"Termination

                


        

      

      
        


         

        9

      

      
        


         

        Final
Lease for Castle Shops -
Chesapeake. VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        16

      

      


      
        


         

        Notice"),
in which event this Lease shall terminate as to all obligations accruing thirty
(30) days after the date of receipt of the Termination Notice, Tenant shall give
Landlord advance notice of any intended discontinuance of business from the
Premises as soon as would be reasonable for Tenant to do so, considering
Tenant's need to keep such decision confidential. However, unless Landlord
terminates the Lease and takes possession as provided above, Tenant shall be
obligated to pay Base Rent and Additional Rent until the end of the Lease Term
with respect to this Section 1.4.

      

      
        


         

        
          	
                   
      

                	
                  b.         Exempted
      Discontinuances. The following discontinuances of retail operations
      shall be exempted from the applicability of Landlord's right to terminate
      hereunder ("Exempted Discontinuance"): (i) any good faith discontinuance
      occasioned by a force majeure event as herein described; (ii) cessation of
      retail operations not to exceed ninety (90) days in connection with a
      transfer of possession caused by a permitted assignment or sublet; (iii)
      any discontinuance not to exceed thirty (30) days in connection with a
      remodeling; or (iv) a period not to exceed three (3) days per year to
      conduct inventory.

                


        

      

      
        


         

        J.    TENANT'S
COVENANTS WITH RESPECT TO OCCUPANCY

      

      
        


         

        
          	
                   
      

                	
                  1.         Landlord
      Access. Tenant agrees to permit Landlord free access to the
      Premises at all reasonable times after notice to Tenant (except in the
      event of an emergency when no prior notice shall be required) for the
      purpose of examining the same or making alterations or repairs to the
      Premises that Landlord may deem necessary for the safety or preservation
      thereof.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.        Tenant's Compliance
      with Rules. Tenant agrees to comply with all reasonable rules and
      regulations which Landlord may from time to time establish and uniformly
      enforce for all tenants of the Shopping Center for the use and care of the
      Premises, the Common Areas, and other facilities and buildings in the
      Shopping Center.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.         Landlord's Right to
      Show Premises. Tenant agrees to permit Landlord or its agents, on
      or after the last one hundred and eighty (180) days of the Lease Term, to
      show the Premises to potential
tenants.

                


        

      

      
        


         

        K.           REPAIRS
AND ALTERATIONS

      

      
        


         

        
          	
                   
      

                	
                  1.         Repairs by
      Landlord. Landlord shall keep the foundations, roof, floor slab,
      and structural portions of the outer walls of the Premises in good repair,
      except for repairs required thereto by reason of the acts of Tenant,
      Tenant's employees, agents, licensees, or contractors. Tenant shall give
      Landlord written notice of the necessity for repairs coming to the
      attention of Tenant following which Landlord shall commence such repairs
      within fifteen (15) days of receipt of notice as provided in Section Q and
      shall have a reasonable time to complete such repairs. Notice from Tenant
      of the need for Landlord to perform a repair to the Premises shall not be
      a condition to Landlord commencing such repair if Landlord has actual
      knowledge of the need for repairs. The provisions of this subsection shall
      not apply in the case of damage or destruction by fire or other casualty
      or by Eminent Domain, in which events the obligations of Landlord shall be
      controlled by either Section M or O hereof. Further, Landlord shall not be
      liable to Tenant for damages to Tenant's inventory or equipment resulting
      from Landlord's delay in making the repairs required hereunder, provided
      Landlord is proceeding with reasonable diligence to make the required
      repairs.

                


        

      

      
        


         

        
          	
                   
      

                	
                  a.         Right of
      Offset. Notwithstanding the foregoing, in the event of a breach by
      Landlord of this Section K.1, beyond any applicable cure periods, the
      Landlord and Tenant agree that Tenant shall be given the right to offset
      against the Base

                


        

      

      
        


         

        10 Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Rent and
Additional Rent ("Right of Offset"), the reasonable costs incurred by Tenant to
remedy such breach by Landlord so long as:

      

      
        


         

        
          	
                   
      

                	
                  1)         Landlord
      is given written notice and applicable cure periods as provided
      herein;

                


        

      

      
        


         

        
          	
                   
      

                	
                  2)         Landlord's
      breach substantially interferes, in Tenant's reasonable business judgment,
      with Tenant's ability to conduct its business in the Premises;
      and

                


        

      

      
        


         

        
          	
                   
      

                	
                  3)        Landlord
      shall not have a good faith and commercially reasonable contest to the
      breach and the Tenant's Right of
Offset.

                


        

      

      
        


         

        
          	
                   
      

                	
                  b.         Emergency
      Repairs. Notwithstanding the foregoing, in the event of an
      emergency which would affect the health, safety, and welfare of Tenant's
      employees or customers, Tenant may make such emergency repairs to the
      Premises as Tenant deems reasonably necessary to protect the Tenant's
      employees and/or customers and property. Tenant will notify Landlord as
      soon as possible as to what repairs were made and the cost to affect such
      repairs. Landlord agrees to reimburse Tenant within thirty (30) days;
      after Landlord's receipt of a breakdown for such costs incurred by Tenant
      for such repairs. If Landlord fails to reimburse Tenant within such thirty
      (30) days, Tenant shall have the Right of Offset against Tenant's Base
      Rent and Additional Rent until Tenant has recovered the cost of such
      emergency repairs.

                


        

      

      
        


         

        
          	
                   
      

                	
                  c.         Rights of
      Recovery. Should Tenant exercise its Right of Offset as provided
      hereunder, it will not affect any other rights or remedies available to
      Tenant for recovery which may be available to Tenant at law or in equity
      in the jurisdiction where the Premises are
  located.

                


        

      

      
        


         

        
          	
                   
      

                	
                  d.         HVAC System.
      Landlord, upon delivery of the Premises, will warrant that the HVAC system
      will be in good working order. System will be maintained by Tenant, but
      replaced by Landlord, if age and condition
  dictate.

                


        

      

      
        


         

        
          	
                   
      

                	
                  e.         Tenant's Portion of
      Construction. It is expressly understood that Landlord shall not be
      responsible for any portions of the Premises constructed by
      Tenant.

                


        

      

      
        


         

        2.           Repairs bv Tenant.
Except as provided in Subsection K.1, Tenant shall keep:

      

      
        


         

        
          	
                   
      

                	
                  8.         Premises. The
      Premises and every part thereof and any fixtures, facilities, or equipment
      contained therein, in good condition and repair, including, but not
      limited to, exterior and interior portions of all doors, door checks and
      their operation, windows, plate glass, and showcases surrounding the
      Premises, the heating, air conditioning, electrical, plumbing (excluding
      any repair to the sprinkler system) and sewer systems, the exterior doors,
      window frames, and ail portions of the store front area, and shall make
      any replacements thereof of all broken and/or cracked plate and window
      glass which may become necessary during the Lease Term, and any Renewal
      Term(s) thereof, excepting any repairs to items of Landlord's original
      construction made necessary by reason of damage due to fire or other
      casualty covered by standard fire and extended coverage
      insurance,

                


        

      

      
        


         

        
          	
                   
      

                	
                  b.         HVAC system. In
      connection with Tenant's obligation to maintain the HVAC system servicing
      the Premises, Tenant shall, during the Lease Term, and any Renewal Term(s)
      thereof, at its sole cost and expense, maintain a service contract for the
      routine performance of standard HVAC system
  maintenance,

                


        

      

      


      
        Final
Lease for Castle Shops
- Chesapeake,
VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        18

      

      


      
        


         

        including
but not limited to, quarterly replacement of filters, oiling of mechanical
components and inspection for wear and tear. Within fifteen (15) days of
Landlord's written request, Tenant shall provide Landlord with a copy of the
foregoing HVAC service contract.

      

      
        


         

        
          	
                  3.

                	
                  Alterations or
      Improvements by Tenant. Tenant shall be permitted to make any
      interior,

                


        

      

      
        


         

        
          	
                   
      

                	
                  nonstructural
      alterations to the Premises up to an amount not to exceed Five Dollars
      ($5)

                


        

      

      
        


         

        
          	
                   
      

                	
                  per
      square foot, without Landlord's prior written consent. Any alterations
      exceeding Five

                


        

      

      
        


         

        
          	
                   
      

                	
                  Dollars
      ($5) per square foot which may be permitted by Landlord shall be based
      upon

                


        

      

      
        


         

        
          	
                   
      

                	
                  plans
      and specifications submitted by Tenant and approved by Landlord and upon
      the

                


        

      

      
        


         

        
          	
                   
      

                	
                  condition
      that Tenant shall promptly pay all costs, expenses, and charges thereof,
      shall

                


        

      

      
        


         

        
          	
                   
      

                	
                  make
      such alterations and improvements in accordance with the applicable laws
      and

                


        

      

      
        


         

        
          	
                   
      

                	
                  building
      codes and ordinances and in a good workmanlike manner, and shall fully
      and

                


        

      

      
        


         

        
          	
                   
      

                	
                  completely
      indemnify Landlord, which indemnification shall be in a form acceptable
      to

                


        

      

      
        


         

        
          	
                   
      

                	
                  Landlord
      against any mechanic's lien or other liens or claims in connection with
      the

                


        

      

      
        


         

        
          	
                   
      

                	
                  making
      of such alterations, additions, or improvements. Tenant shall promptly
      repair any

                


        

      

      
        


         

        
          	
                   
      

                	
                  damages
      to the Premises, or to the buildings of which the Premises are a part,
      caused by

                


        

      

      
        


         

        
          	
                   
      

                	
                  any
      alterations, additions, or improvements to the Premises by Tenant.
      Landlord's

                


        

      

      
        


         

        
          	
                   
      

                	
                  approval
      of Tenant's plans shall not be unreasonably withheld, conditioned, or
      delayed.

                


        

      

      
        


         

        
          	
                   
      

                	
                  Notwithstanding
      anything else contained in this Lease, Landlord agrees that
      such

                


        

      

      
        


         

        
          	
                   
      

                	
                  alterations
      or improvements may require that the business conducted in the
      Premises

                


        

      

      
        


         

        
          	
                   
      

                	
                  discontinue
      for a period not to exceed thirty (30) days during such
      construction.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.         Removal of
      Improvements. All items of Landlord's construction, all heating and
      air conditioning equipment, and all alterations, additions, wall
      coverings, and other improvements by Tenant shall become the property of
      Landlord at the termination of the Lease and shall not be removed from the
      Premises. All trade fixtures, furniture, furnishings (including, but not
      limited to, Tenant's removable carpet tiles), and signs installed in the
      Premises by Tenant and paid for by Tenant shall remain the property of
      Tenant and shall be removed upon the expiration of the Lease Term;
      provided (a) that any of such items as are affixed to the Premises and
      require severance may be removed only if Tenant repairs any damage caused
      by such removal, and (b) that Tenant shall have fully performed all of the
      covenants and agreements to be performed by Tenant under the provisions of
      this Lease. If Tenant fails to remove such items from the Premises within
      ten (10) days of the expiration or earlier termination of this Lease, all
      such trade fixtures, furniture, furnishings, and signs shall become the
      property of Landlord. Landlord shall have the right to remove same and
      sell such trade fixtures, furniture, furnishings, and signs to pay for the
      cost of removal.

                


        

      

      
        


         

        L.           INDEMNITY
AND INSURANCE

      

      
        


         

        
          	
                  1.

                	
                  Indemnification by
      Tenant. Except to the extent caused by Landlord's
      negligence,

                


        

      

      
        


         

        
          	
                   
      

                	
                  Tenant
      will indemnify and hold Landlord harmless from and against all loss,
      cost,

                


        

      

      
        


         

        
          	
                   
      

                	
                  expense,
      and liability (including Landlord's costs of defending against the
      foregoing, such

                


        

      

      
        


         

        
          	
                   
      

                	
                  cost
      to include reasonable attorney's fees and costs) resulting or occurring by
      reason of

                


        

      

      
        


         

        
          	
                   
      

                	
                  Tenant's
      construction, use, or occupancy of the
Premises.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Indemnification by
      Landlord. Except to the extent caused by Tenant's
      negligence,

                


        

      

      
        


         

        
          	
                   
      

                	
                  Landlord
      will indemnify and hold Tenant harmless from and against all loss,
      cost,

                


        

      

      
        


         

        
          	
                   
      

                	
                  expense,
      and liability (including Tenant's costs of defending against the
      foregoing, such

                


        

      

      
        


         

        
          	
                   
      

                	
                  costs
      to include reasonable attorney's fees and costs) resulting or occurring by
      reason of

                


        

      

      
        


         

        
          	
                   
      

                	
                  Landlord's
      breach of any representation and warranties made by Landlord contained
      in

                


        

      

      
        


         

        
          	
                   
      

                	
                  this
      Lease or Landlord's operation and maintenance of the Shopping Center
      and

                


        

      

      
        


         

        
          	
                  Common
      Areas.

                	
                  |

                


        

      

      
        


         

        12 Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  3.        Tenant's General
      Liability Insurance. Tenant agrees to carry general commercial
      liability insurance covering the Premises and Tenant's use thereof, with a
      minimum limit of One Million Dollars ($1,000,000) for any casualty
      resulting in bodily injury, death, or property damage for each occurrence
      and a minimum limit of Two Million Dollars ($2,000,000) general aggregate
      and an umbrella policy with a minimum additional overage of One Million
      Dollars ($1,000,000). Tenant shall provide certificates of such coverage
      to Landlord prior to the date of any use or occupancy of the Premises by
      Tenant; said certificate shall name Landlord as an additional insured, as
      its interests may appear, under such insurance policy, and the insurer
      agrees to notify Landlord and such other parties designated by Landlord as
      additional insureds not less than ten (10) days in advance of any
      substantial modification or cancellation
  thereof.

                


        

      

      
        


         

        4.         Landlord's
Insurance.                                                                                                    :

      

      
        


         

        
          	
                   
      

                	
                  a.         Insurance for
      Improvements. Landlord agrees to carry policies insuring the
      improvements on the Shopping Center and Common Areas against fire and such
      other perils as are normally covered by special coverage endorsements in
      the county where the Premises are located, in an amount equal to at least
      eighty percent (80%) of the insurable value of such improvements. Tenant
      shall have no rights in said policy or policies maintained by Landlord and
      shall not be entitled to be a named additional insured
      thereunder.

                


        

      

      
        


         

        
          	
                   
      

                	
                  b.         Tenant's Proportionate
      Share. During the Lease Term, or any Renewal Term(s) thereof,
      Tenant shall pay to Landlord, monthly in advance, an amount equal to
      one-twelfth (1/12*) of Tenant's Proportionate Share of Landlord's
      insurance premium for the current year as reasonably estimated by
      Landlord. If Tenant's Proportionate Share of the insurance premium is less
      than the total amount paid by Tenant for such period, the excess shall be
      credited against the next rental payment. If Tenant's Proportionate Share
      of the insurance premium exceeds the total amount paid by Tenant for such
      period, Tenant shall, upon receipt of a copy of the actual insurance
      premium invoice from Landlord, pay the difference between the actual
      amount paid by Tenant and Tenant's Proportionate Share of the insurance
      premium. Tenant reserves the right to audit Landlord's insurance
      payments.

                


        

      

      
        


         

        c.                                Liability  Insurance.     Landlord  agrees
to  carry general  commercial liability

      

      
        


         

        insurance
covering the Shopping Center and Common Areas with a minimum

      

      
        


         

        limit of
One Million Dollars ($1,000,000) for any casualty resulting in bodily
injury,

      

      
        death, or
property damage for each occurrence and a minimum limit of
Two

      

      
        


         

        _______Million Dollars ($2.000.0001
general aggregate.___________________

      

      
        


         

        
          	
                   
      

                	
                  5-         Self-insure.
      Tenant may self-insure its leasehold improvements, inventory, fixtures,
      equipment, and plate glass in the Premises during the Lease Term and any
      Renewal Term(s) or extensions thereof so long as Tenant shall have a net
      worth of at least Ten Million Dollars ($10,000,000). At Landlord's written
      request, Tenant shall furnish Landlord with an Annual Report evidencing
      such net worth if Landlord cannot access the Annual Report and other
      financial data on Tenant's web site at www.dollartree.com.

                


        

      

      
        


         

        
          	
                   
      

                	
                  ~B!         Mutual Waiver. Tenant
      hereby waives any claim against Landlord for property damage
      occurring in the Premises and Tenant's all-risk insurer hereby waives its
      rights of subrogation against Landlord for property damage occurring in
      the Premises, and in consideration thereof, Landlord waives any claim
      against Tenant for property damage occurring in the Shopping Center and
      Common Areas and Landlord's all-risk insurer shall waive its rights of
      subrogation against Tenant for property damage occurring in and to the
      Shopping Center and Common
Areas.

                


        

      

      
        


         

        13

      

      
        


         

        Final
Lease for Castle Shops
- Chesapeake,
VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        20

      

      


      
        


         

        M.         DAMAGE
AND DESTRUCTION

      

      
        


         

        
          	
                   
      

                	
                  1.        Partial Damage.
      In the event the Premises are damaged to an extent which is less than
      fifty percent (50%) of the cost of replacement of the Premises, the damage
      shall, except as hereinafter provided, promptly be repaired by Landlord,
      at Landlord's expense and such repairs shall commence not later than
      thirty (30) days after such casualty and completed within ninety (90) days
      after commencement of repairs. In the event the Premises are damaged less
      than fifty percent (50%) of the cost of replacement of the Premises in the
      last two (2) years of any Lease term, including any Renewal term(s),
      Landlord or Tenant shall have the right to terminate the Lease. However,
      if Landlord can repair the damage and return the Premises to Tenant so
      that there is a minimum of thirteen and one-half (131/2)
      months remaining on the then current Lease term, then Tenant shall not
      have the right to terminate the Lease. If the Landlord elects to terminate
      the Lease as provided above, then Tenant can negate Landlord's election to
      terminate the Lease by exercising early its upcoming Renewal term,
      provided there is at least one additional Renewal term remaining under the
      Lease.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Total Damaoe.
      In the event (a) the Premises are damaged to the extent of fifty percent
      (50%) or more of the cost of replacement of the Premises or (b) the
      buildings in the Shopping Center are damaged to the extent of fifty
      percent (50%) or more of the cost of replacement, notwithstanding the
      extent of damage to the Premises, then either Landlord or Tenant may elect
      to terminate this Lease upon giving notice of such election in writing to
      the other within thirty (30) days after the event causing the damage. If
      this Lease is not terminated as provided for above, the Landlord will
      commence the repairs or rebuilding not later than forty-five (45) days
      after the casualty and complete such repairs within one hundred and eighty
      (180) days after commencement of such
repairs.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.         Repair. If
      Landlord is required under Section M.1, or elects to repair under Section
      M.2, Tenant shall repair or replace its stock-in-trade, trade fixtures,
      furniture, furnishings, equipment, and personal property in a manner and
      to at least a condition equal to that prior to its damage or
      destruction.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.        Abatement of
      Rent. If the casualty, repairing, or rebuilding shall render the
      Premises untenantable, in whole or in part, a proportionate abatement of
      the Base Rent and Additional Rent shall be allowed until the date Landlord
      completes the repairs or rebuilding and Tenant has a reasonable time, not
      to exceed ninety (90) days from Delivery by Landlord to complete Tenant's
      required build out and opens for
business.

                


        

      

      
        


         

        N.         ASSIGNING
AND SUBLETTING

      

      
        


         

        
          	
                   
      

                	
                  1.         Tenant's
      Rights. Tenant shall have the right, without Landlord's consent, to
      assign this Lease or to sublet the whole or any part of the Premises at
      any time provided that notice is given within thirty (30) days after such
      assignment or sublet, and
provided:

                


        

      

      
        


         

        a.         Tenant
will remain liable hereunder;

      

      
        


         

        b.         Tenant's
assignee or sub-tenant will assume all obligations under the
Lease;

      

      
        


         

        
          	
                   
      

                	
                  c.

                	
                  The
      Premises will continue to be used only for retail sales consistent with
      the

                


        

      

      
        


         

        
          	
                   
      

                	
                  Permitted
      Use clause; and

                


        

      

      
        


         

        
          	
                   
      

                	
                  d.         Tenant
      transfers at least five percent (5%) of its stores in connection with such
      assignment.

                


        

      

      
        


         

        14 Final
Lease for Castle Shops -
Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  2.         Tenant's Stock.
      A portion of Tenant's stock is publicly traded arid any change in
      ownership of capital stock shall not constitute an Assignment for the
      purposes of this Lease.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.         Consent of
      Landlord. Except as provided above, Tenant shall not assign this
      Lease or sublet the Premises, in whole or in part, without the prior
      written consent of Landlord; however, such consent shall not be
      unreasonably withheld, delayed, or conditioned. The use of such sublet or
      assignment shall be for any lawful use, as approved by Landlord, provided
      such consent shall not be unreasonably withheld, delayed, or conditioned,
      which does not violate any recorded restriction or any existing exclusives
      of other tenants at the time of such assignment or sublet. In the event of
      such assignment or sublet, Tenant will remain primarily liable for the
      performance of the covenants herein contained binding upon Tenant.
      Landlord's consent to the assignment or subletting shall not waive the
      requirements that Landlord's consent be obtained for further assignment or
      sublets.

                


        

      

      
        


         

        O.         EMINENT
DOMAIN

      

      
        


         

        
          	
                   
      

                	
                  1.
      Condemnation
      Award. In the event the Shopping Center or any part thereof shall
      be taken or condemned either permanently or temporarily for any public or
      quasi-public use or purpose by any authority in appropriate proceedings or
      by any right of eminent domain, the entire compensation award thereof,
      shall belong to Landlord, without any deduction therefrom, for any present
      or future estate of Tenant, and Tenant hereby assigns to Landlord all its
      right, title, and interest to any such award. Tenant shall have the right
      to recover such compensation as may be awarded on account of the value of
      leasehold improvements made by Tenant and for moving and relocating
      expenses.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.        Rights of
      Termination. In the event of a taking under the power of eminent
      domain of (a) more than twenty-five percent (25%) of the Premises or (b) a
      sufficient portion of the Shopping Center so that after such taking less
      than fifty percent (50%) of the Shopping Center GLA (as constituted prior
      to such taking) are occupied by tenants, either Landlord or Tenant shall
      have the right to terminate this Lease by notice in writing given within
      thirty (30) days after the condemning authority takes possession, in which
      event all Base Rent and Additional Rent shall be pro-rated as of the date
      of such termination.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.         Restoration. In
      the event of a taking of any portion of the Premises riot resulting in a
      termination of this Lease, Landlord shall use as much of the proceeds of
      Landlord's award for the Premises as is required therefore to restore the
      Premises to a complete architectural unit and this Lease shall continue in
      effect with respect to the balance of the Premises, with a reduction of
      Base Rent and Additional Rent in proportion to that portion of the
      Premises taken.

                


        

      

      
        


         

        
          	
                  P.

                	
                  DEFAULT
      AND
      REMEDIES                                                                                   ;

                


        

      

      
        


         

        
          	
                   
      

                	
                  1.         Default bv
      Tenant.                                                                           !

                


        

      

      
        


         

        
          	
                  a.

                	
                  Financial
      Default. The Tenant shall be in financial default if it fails to
      pay when

                


        

      

      
        


         

        
          	
                   
      

                	
                  due
      each installment of Base Rent or Additional
  Rent.

                


        

      

      
        


         

        
          	
                  b.

                	
                  Notice. In the
      event Tenant is in financial default, it shall have a grace period
      of

                


        

      

      
        


         

        
          	
                   
      

                	
                  ten
      (10) days to cure such default after Tenant shall have received notice of
      such

                


        

      

      
        


         

        
          	
                   
      

                	
                  default
      by certified mail, return receipt requested or by a nationally
      recognized

                


        

      

      
        


         

        
          	
                   
      

                	
                  overnight
      courier that provides verification of receipt to the address stated
      in

                


        

      

      
        


         

        
          	
                   
      

                	
                  Section
      A.4 of this Lease.

                


        

      

      
        


         

        15 Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        22

      

      


      
        


         

        
          	
                   
      

                	
                  c.         General
      Default. Tenant shall be in general default if it shall fail to
      keep or shall violate any other conditions, stipulations, or agreements
      contained herein on the part of the Tenant to be kept and
      performed.

                


        

      

      
        


         

        
          	
                   
      

                	
                  d.         Notice. In the
      event Tenant is in general default, it shall have a grace period of thirty
      (30) days to cure such default after Tenant shall have received notice of
      such default by certified mail, return receipt requested or by a
      nationally recognized overnight courier that provides verification of
      receipt to the address stated in Section A.4 of this Lease, Tenant must be
      given written notice of every event of default and shall be permitted
      thirty (30) days within which to cure that default. Notwithstanding the
      foregoing the default hereunder shall be deemed cured if Tenant in good
      faith commences performance requisite to cure same within thirty (30) days
      after receipt of notice and thereafter continuously and with reasonable
      diligence proceeds to complete the performance required to cure such
      default.

                


        

      

      
        


         

        In no
event, however, shall Landlord be required to forebear from exercising its
remedies for a period in excess of ninety (90) days.

      

      
        


         

        
          	
                   
      

                	
                  e.         Landlord's
      Options. In the event Tenant is in either financial or general
      default, Landlord, at its option
may:

                


        

      

      
        


         

        1)        Terminate
this Lease; or

      

      
        


         

        
          	
                   
      

                	
                  2)         Enter
      upon the Premises without terminating this Lease and may re-let the
      Premises in its own name for the account of Tenant for the remainder of
      the Term and recover from Tenant any deficiency for the balance of the
      Term between the amount for which the Premises were re-let, and the Base
      Rent and Additional Rent provided hereunder as it becomes due. Tenant
      agrees to pay all reasonable costs incurred by Landlord in reletting the
      premises.

                


        

      

      
        


         

        
          	
                  f.

                	
                  Failure to Exercise
      Rights. No delay or omission by Landlord to exercise
      any

                


        

      

      
        


         

        
          	
                   
      

                	
                  right
      or power accruing upon any noncompliance or default by Tenant
      with

                


        

      

      
        


         

        
          	
                   
      

                	
                  respect
      to any of the terms hereof, shall impair any such right or power or
      be

                


        

      

      
        


         

        
          	
                   
      

                	
                  construed
      to be a waiver thereof. Every such right or power may be exercised
      at

                


        

      

      
        


         

        
          	
                   
      

                	
                  any
      time during the continuation of this Lease. It is further agreed that a
      waiver

                


        

      

      
        


         

        
          	
                   
      

                	
                  by
      Landlord of any of the covenants and agreements hereof to t* performed
      by

                


        

      

      
        


         

        
          	
                   
      

                	
                  Tenant
      shall not be construed to be a waiver of any subsequent breach
      thereof

                


        

      

      
        


         

        
          	
                   
      

                	
                  or
      of any covenant or agreement herein
contained.

                


        

      

      
        


         

        
          	
                   
      

                	
                  g.         Re-entry. In
      addition to all other rights granted to Landlord under this Lease, or
      under prevailing law, or if Tenant shall be in default, Landlord or its
      agents or employees may immediately or any time hereafter re-enter the
      Premises and remove Tenant, Tenant's agents, any subtenants, any
      licensees, any concessionaires and any invitees, and any of its or their
      property from the Premises, provided Landlord has an appropriate court
      order. Re-entry and removal may be effectuated by summary dispossession
      proceedings, by any suitable action or proceeding at law, by force, or
      otherwise. Landlord shall be entitled to the benefits of all provisions of
      law respecting the speedy recovery of lands and tenements held over by
      Tenant or proceedings in forcible entry and detainer. Tenant's liability
      under the terms of this Lease shall survive Landlord's re-entry, the
      institution of summary proceedings, and the issuance of any warrants with
      respect thereto.

                


        

      

      
        


         

        16 Final Lease for Castle Shops - Chesapeake,
VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  2.         Default bv
      Landlord. In the event Landlord shall fail to perform any
      obligations specified in this Lease, then Tenant may, after the
      continuance of any such default for thirty (30) days after written notice
      thereof to Landlord, cure such default, all on behalf of and at the
      expense of Landlord, and do ail necessary work in connection therewith,
      and Landlord shall pay Tenant, within thirty (30) days of demand, the
      amount so paid by Tenant. A default hereunder shall be deemed cured if
      Landlord in good faith commences performance requisite to cure same within
      thirty (30) days after receipt of notice and thereafter continuously and
      diligently proceeds to complete the performance required to cure such
      default. In the event of default under this provision by Landlord, Tenant
      shall have all remedies accorded to it under the laws of the state in
      which the Premises are located. In no event, however, shall Tenant be
      required to forebear from exercising its remedies for a period in excess
      of ninety (90) days.

                


        

      

      
        


         

        Q.         NOTICES                                                                             !

      

      
        


         

        
          	
                   
      

                	
                  1.         Proper Notice.
      Any notice or consent required to be given by or on behalf of either party
      to the other shall be in writing and shall be deemed given when received
      or rejected after such notice shall have been mailed by certified mail,
      return receipt requested, postage prepaid, or by a nationally recognized
      overnight courier that provides verification of receipt to the address
      stated in Section A.4 of this Lease. Landlord shall not mail or deliver
      any notice or consent required to be given by or on behalf of Landlord to
      the Premises.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Change of
      Address. Either party's address may be changed from time to time by
      such party giving written notice to the other party of the new
      address.

                


        

      

      
        


         

        R.         MORTGAGE
SUBORDINATION.

      

      
        


         

        Landlord
is the fee simple owner of the Shopping Center. This Lease is and shall at all
times, unless Landlord shall otherwise elect, be subject and subordinate to all
easements and encumbrances now or hereafter affecting the
fee title of the Shopping Center and to all mortgages, deeds of trust, financing
or refinancing in any amounts which may now or hereafter be placed against or
affect any or all of the land or any or all of the building and improvements now
or at any time hereafter constituting part of or adjoining the Shopping Center.
Notwithstanding the foregoing, any successor to Landlord's interest in the
Premises, including any ground lesser or holder of any mortgage or deed of
trust, or to any purchaser at foreclosure (or by deed in lieu of foreclosure)
shall, so long as Tenant is not in default of the terms and conditions of this
Lease (beyond any applicable cure periods), recognize and accept this Lease and
all terms, conditions, and obligations of the Landlord contained herein. Tenant
also agrees that any mortgagee or trustee may elect to have this Lease deemed
prior to the lien of its mortgage or deed of trust, and upon notification by
such mortgagee or trustee to Tenant to that effect, this Lease shall be deemed
prior in lien to the said mortgage or deed of trust, whether this Lease is dated
prior to or subsequent to the date of said mortgage or deed of trust. Tenant
agrees that if Landlord's mortgagee or trustee requests confirmation of such
subordination, within twenty (20) days after receipt of writing request
therefore, Tenant shall execute and deliver whatever instruments (including but
not limited to a Memorandum of Lease and/or a Non-Disturbance and Adornment
Agreement in recordable form) may be required for such purposes to carry out the
intent of this section.

      

      
        


         

        S.           ESTOPPEL
CERTIFICATES

      

      
        


         

        At any
time and from time to time, Tenant agrees, within twenty (20) days after receipt
of written request from Landlord, to execute and deliver to Landlord, for the
benefit of such persons as Landlord names in such request, a statement in
writing and in form and substance provided by Landlord certifying to such of the
following information as Landlord shall request: (a) that this Lease constitutes
the entire agreement between Landlord and Tenant and is unmodified and
in

      

      
        


         

        17

      

      
        


         

        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        24

      

      


      
        


         

        full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modifications); (b) the dates to
which the Base Rent, Additional Rent, and other charges hereunder have been
paid; (c) that the Premises have been completed on or before the date of such
letter and that all conditions precedent to the Lease taking effect have been
carried out; (d)that Tenant has accepted possession, that the Lease Term has
commenced, that Tenant is occupying the Premises, that Tenant knows of no
default under the Lease by Landlord and that there are no defaults or offsets
which Tenant has against enforcement of this Lease by Landlord; (e) the actual
Rent Commencement Date of the Lease and the expiration date of the Lease; and
(f) that Tenant's store is open for business; provided such facts are true and
ascertainable.

      

      
        


         

        T.           COVENANT
OF QUIET ENJOYMENT

      

      
        


         

        Landlord
hereby covenants that if Tenant shall perform all the covenants and agreements
herein stipulated to be performed on Tenant's part, Tenant shall at all times
during the continuance hereof have quiet enjoyment of the Premises without
hindrance from any person.

      

      
        


         

        U.         LIABILITY
OF LANDLORD

      

      
        


         

        
          	
                   
      

                	
                  1.        Judgments.
      Notwithstanding anything to the contrary provided in 'this Lease, it is
      specifically understood and agreed, such agreement being a primary
      consideration for the execution of this Lease by Landlord, that if
      Landlord shall fail to perform any covenant, term, condition, or warranty
      contained in this Lease upon Landlord's part to be performed and, as a
      consequence of such default, Tenant shall recover a money judgment against
      Landlord, such judgment shall be satisfied only out of the proceeds of
      sale received upon execution of such judgment and levied thereon against
      the right, title, and interest of Landlord in the Shopping Center, as the
      same may then be encumbered, and neither Landlord, nor, if Landlord be a
      partnership, any of the partners comprising such partnership shall be
      liable for any deficiency. It is understood that in no event shall Tenant
      have any right to levy execution against any property of Landlord other
      than its interest in the Shopping Center as herein before expressly
      provided.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.         Transfer of
      Title. In the event of the sale or other transfer of Landlord's
      right, title, and interest in the Premises or the Shopping Center,
      Landlord shall be released from all liability and obligations hereunder
      only if its transferee shall assume in writing the obligations of Landlord
      herein set forth.

                


        

      

      
        


         

        V.   ENVIRONMENTAL
MATTERS - NO HAZARDOUS SUBSTANCES       '.

      

      
        


         

        
          	
                   
      

                	
                  1.         Acts. For the
      purposes of this Lease, the term "Hazardous Materials" shall include,
      without limitation, those substances, materials, or waste described in the
      Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended (CERCLA), (42 US.C. 9601, et seq.); The Resource
      Conservation and Recovery Act, as amended (RCRA), (42 U.S.C. 6901, et seq,); Emergency
      Planning & Community Right-to-Know Act, as amended (EPCRA), {42 U.S.C.
      11991, et seq.);
      Clean Water Act, as amended (CWA), (33 U.S.C. 1251, et seq.);Clean Air Act,
      as amended (CAA), (42 U.S.C. 7401, et seg.);Toxic
      Substances Control Act, as amended (TSCA), (15 U.S.C. 2601, et sep.); Safe Drinking
      Water Act, implementing regulations for such Acts, and as amended (SDWA),
      (42 U.S.C. 300(f) et
      seq.), and any other applicable federal, state, local laws or
      ordinances, and the regulations adopted thereunder, or any other
      substance, material or waste which has been determined by the United
      States Environmental Protection Agency, the Federal Occupational Health
      and Safety Administration, or any other federal or state agency, to be
      capable of posing significant risk of injury to human health or
      safety.

                


        

      

      
        


         

        18

      

      
        


         

        Final
Lease for Castle Shops -
Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        25

      

      


      
        W.

      

      
        


         

        
          	
                   
      

                	
                  2.         Asbestos.
      Landlord warrants that upon the Delivery Date to Tenant the Premises will
      be free of asbestos and other Hazardous Materials, and if found, Landlord
      wilt remove immediately at Landlord's
expense.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.         Tenant's
      Operations. Tenant shall not engage in operations at the Premises
      which involve the generation, manufacture, refining, transportation,
      treatment, storage, handling, or disposal of "Hazardous Materials,"
      without the prior written consent of Landlord, which consent shall be at
      Landlord's sole discretion.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.         Indemnification of
      Landlord. Tenant will defend, protect, indemnify, and hold Landlord
      harmless from and against any and at) claims, causes of action,
      liabilities, damages, costs, and expenses, including, without limitation,
      attorneys' fees arising from or in any way connected with Hazardous
      Materials (as defined in Section V.1) introduced to the Premises by
      Tenant.

                


        

      

      
        


         

        
          	
                   
      

                	
                  5.         Tenant's Limitation of
      Liability. Notwithstanding the provisions of this Section V,
      Tenant's liability hereunder will be limited to compliance with all
      federal and state environmental regulations dealing with release of
      Hazardous Materials by Tenant and Landlord's rights under this Section V
      shall not extend to requiring Tenant to perform any duties in excess
      thereof.

                


        

      

      
        


         

        MISCELLANEOUS
PROVISIONS

      

      
        


         

        
          	
                   
      

                	
                  1.         Brokers
      Commissions. Landlord and Tenant hereby warrant to the other that
      there are no claims for brokers' commissions or finders' fees in
      connection with the execution of this Lease, and Landlord and Tenant agree
      to indemnify and save the other harmless from any liability that may arise
      from such claims, including reasonable attorneys'
  fees.

                


        

      

      
        


         

        2.         Surrender and Holding
Over.

      

      
        


         

        
          	
                   
      

                	
                  a.         Surrender.
      Subject to the provisions of Section K.4, Tenant shall deliver up and
      surrender to Landlord possession of the Premises upon the expiration of
      the Lease term, or its prior termination for any reason, in as good
      condition and repair as the same shall be at the commencement of said term
      (damage by fire and other perils covered by standard fire and extended
      coverage insurance and ordinary wear and tear
  excepted).

                


        

      

      
        


         

        
          	
                   
      

                	
                  b.         Holdover. If
      Tenant fails to surrender the Premises on the date that the Lease term
      expires or terminates, Tenant's continued occupancy shall be deemed to be
      a tenancy from month-to-month and such tenancy shall be subject to all of
      the provisions of this Lease in effect at the time of holdover; provided,
      however, if said holdover is not consented to by Landlord, then Tenant
      shall pay monthly Base Rent equal to one hundred and fifty percent (150%)
      of the monthly Base Rent in effect during the Term immediately preceding
      the holdover.

                


        

      

      
        


         

        Storage
Trailer.   Tenant shall be permitted to place a storage
trailer at the rear of the" Premises at a location approved by Landlord and
subject to local codes and ordinances.

      

      
        


         

        Mechanic's Liens.
Should any mechanic's liens or other liens or affidavits claiming liens be filed
against the Leased Premises or any portion thereof or interest therein for any
reason whatsoever incident to the acts or omissions of Tenant, its agents or
contractors, Tenant shall cause the same to be canceled and discharged of record
by payment, bonding, or otherwise, within thirty (30) days after notice by
Landlord.

      

      
        


         

        Mortgagee Clause.
Landlord represents that it has obtained the existing mortgagee's consent to
this Lease Agreement, or that such consent is not necessary.

      

      
        19

      

      
        


         

        Final
Lease for Castle Shops - Chesapeake. VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        26

      

      


      
        


         

        
          	
                   
      

                	
                  6.         Landlord Title
      Report. Landlord agrees to furnish Tenant with a current Title
      Report which will be made a part of this Lease and attached as Exhibit
      E.

                


        

      

      
        


         

        
          	
                   
      

                	
                  7.         Recording. This
      Lease shall not be recorded. However, upon the request of either Landlord
      or Tenant, the other party agrees to execute a Memorandum of Lease setting
      forth such terms and provisions as may be acceptable to both Landlord and
      Tenant that may be recorded at the cost of the party desiring
      recording.

                


        

      

      
        


         

        
          	
                   
      

                	
                  8.         Severabilitv.
      In the event that any provision or section of this Lease is rendered
      invalid by the decision of any court or by the enactment of any taw,
      ordinance or regulation, such provision of this Lease shall be deemed to
      have never been included therein, and the balance of this Lease shall
      continue in effect in accordance with its
terms.

                


        

      

      
        


         

        
          	
                   
      

                	
                  9.        Attorneys'
      Fees. In the event of any legal proceeding arising out of a dispute
      among the parties with regard to enforcement of the provision of this
      Lease, the prevailing party will be entitled to an award of its reasonable
      attorneys' fees and costs from the non-prevailing
  party.

                


        

      

      
        


         

        
          	
                   
      

                	
                  1iO.       Jury Trial. In
      the event of a dispute, Landlord and Tenant agree to waive the right to
      jury trial.

                


        

      

      
        


         

        
          	
                   
      

                	
                  11.
      Waiver.
      No waiver of any condition or legal right or remedy shall be implied by
      the failure of Landlord or Tenant to declare a forfeiture, or for any
      other reason, and no waiver of any condition or covenant shall be valid
      unless it is in writing and signed by Landlord or
  Tenant.

                


        

      

      
        


         

        
          	
                   
      

                	
                  12.       Force Maieure.
      In addition to the provisions of Section D.2, Force Majeure, with respect
      to the Lease in general, shall mean strikes, delays caused by the other
      party or any governmental or quasi-governmental entity, shortages of
      materials, natural resources or labor, or any and all causes beyond the
      reasonable control of the performing party. Neither party shall be in
      default under this Lease for failure to perform due to Force Majeure. The
      time period for such performance shall be extended for each day
      performance is delayed by Force
Majeure.

                


        

      

      
        


         

        
          	
                   
      

                	
                  13.       No Partnership.
      Landlord and Tenant do not. in any way or for any purpose, become a
      partner with the other in the conduct of cither's
  business.

                


        

      

      
        


         

        
          	
                   
      

                	
                  14.       Section
      Headings. The section headings are inserted only as a matter of
      convenience and for reference and in no way define, limit, or describe the
      scope or intent of this Lease nor in any way affect this
      Lease.

                


        

      

      
        


         

        
          	
                   
      

                	
                  15.        Lease Inures to the
      Benefit of Assignees. This Lease and all of the covenants,
      provisions, and conditions herein contained shall inure to the benefit of
      and be binding upon the heirs, personal representatives, successors, and
      assigns respectively, of the parties hereto, provided, however, that no
      assignment by, from, through, or under Tenant in violation of the
      provisions hereof shall vest in the assigns any right, title, or interest
      whatsoever.

                


        

      

      
        


         

        
          	
                   
      

                	
                  16.        No Presumption Against
      Drafter. Both parties have freely negotiated this Lease. In any
      controversy, dispute, or contest over the meaning, interpretation,
      validity, or enforceability of this Lease or any of its terms or
      conditions, there shall be no inference, presumption, or conclusion drawn
      whatsoever against either party by virtue of that party having drafted
      this Lease or any portion
thereof.

                


        

      

      
        


         

        20

      

      
        


         

        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        27

      

      


      
        


         

        
          	
                   
      

                	
                  17.       Authority to Sign
      Lease. Each of the persons who has signed this Lease represents and
      warrants that he has been duly authorized to sign this Lease by all
      necessary action on the part of the entity on whose behalf he has signed
      this Lease.

                


        

      

      
        


         

        18.       Cancellation of Existing
Lease. The existing lease dated August 28, 2001, by
and

      

      
        


         

        between
Landlord and Tenant expires January 31, 2003 (the "Existing Lease").
The

      

      
        


         

        Existing
Lease shall be continued on a month-to-month basis with a monthly base
rental

      

      
        


         

        in the
amount of $9.00 per square foot until The Commencement Date of this
Lease,

      

      
        


         

        Upon the
Commencement Date of this Lease, the Existing Lease shall be canceled
and

      

      
        


         

        terminated
and the parties shall be relieved from obligations accruing under said
Existing

      

      
        


         

        ;                   Lease
from and after the Rent Commencement Date.

      

      
        


         

        
          	
                   
      

                	
                  19.        Entire
      Agreement. This Lease and the exhibits attached hereto set forth
      all the covenants, promises, agreements, conditions, and understandings
      between Landlord and Tenant concerning the Premises, and there are no
      covenants, promises, agreements, conditions, or understandings, either
      oral or written, between them other than are herein set forth. No
      subsequent alteration, amendment, change, or addition to this Lease shall
      be binding upon Landlord or Tenant unless reduced to writing and signed by
      them.

                


        

      

      
        


         

        IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be signed as of
the date and year first above written.

         

        


      

      
        


         

        Witness                                                                          Landlord

         

        


      

      
        


         

        /s/Terry A.
Thompson                                                                          DMK
Associates

         

        


      

      
        


         

        A Virginia General
Partnership

         

        


      

      
        


         

        /s/ J. Douglas
Perry

         

        


      

      
        


         

        General Partner

         

        


      

      
        


         

        Tenant

         

        


      

      
        


         

        Witness                                                                          Dollar
Tree Stores, Inc.

         

        


      

      
        


         

        /s/Judy
Melle                                                                          /s/ Robert G. Gurnee, Vice
President

         

        


      

      
        


      

      
        21

      

       

      


      
        Final
Lease for Castle Shops - Chesapeake,
VA

      

      
        28

      

      


      
        28

      

      
        


         

        Final
Lease for Castle Shops - Chesapeake, VA

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        Dollar
tree stores, inc.

         

        


      

      
        


      

      


      
        


         

        March 17,
2004

      

      
        i

      

      
        VIA FACSIMILE NO
757-428-8814

      

      
        AND CERTIFIED MAIL. RETURN
RECEIPT REQUESTED

      

      
        


        


      

      


      
        


         

        DMK
Associates - Castle Shops 1023 Laskin Road, Suite4 102 Virginia Beach, VA
23451

      

      
        


         

        
          	
                   
      

                	
                  Re:      Dollar
      Tree Stores, Inc. #171 Castle Shops Chesapeake,
  VA

                


        

      

      
        


         

        Dear Sir
or Madam:

      

      
        i

      

      
        


         

        Reference
is made to that certain Lease Agreement dated August 19, 2002, for approximately
17,200 square feet, located in Castle Shops, in the City of Chesapeake, State of
Virginia.

      

      
        


         

        We are
exercising our renewal option under this Lease for a period of five (5) years to
expire on March 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

      

      
        


         

        It 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

      

      
        Vice
President, Corporate Counsel

      

      
        


         

        
          	
                   
      

                	
                  cc:      Terry
      Erney, Real Estate Manager File
Scan

                


        

      

      
        


         

        Acceptance
of renewal option for Dollar Tree Stores, Inc.

      

      
        


      

      
        


         

        By: Terri
A. Thompson

      

      
        Title:
Property Manager

      

      
        Date:
4-1-04

      

      
        


         

         

      

      
         

        
          	
                   
      

                	
                  500
      Volvo Parkway, Chesapeake, Virginia 23320 Phone: (757) 321-5000 Fax: (757)
      321-5292