ex10_3.htm


    Exhibit
10.3

      


      
        


         

        THIS
LEASE, made as of this 17th day of
July, 1995  by & between DMK Associates, L.P., a Virginia Limited
Partnership, whose address is P O Box 2500,    Norfolk, VA
23501-2500 (hereinafter referred to as "LANDLORD") and Dollar Tree Stores, Inc.
a Virginia corporation, whose address is 2555 Ellsmere Avenue, _Norfolk, Virginia
23513,  (hereinafter referred to as "TENANT").

      

      
        


         

        WITNESS ETH:

      

      
        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
..

      

      
        2.

      

      
        


         

        Premises

      

      
        a.      Address

      

      
        


         

        County
Square Footage

      

      
        b.

      

      
        c.

      

      
        


         

        Space
Number Trade Name

      

      
        


         

        Volvo
Parkway S/C

      

      
        Volvo
Parkway &
Battlefield Blvd

      

      
        Chesapeake,  VA    23320

      

      
        


         

        5,000.00

      

      
        50.00 Ft
X 100.00 Ft

      

      
        16                           ^

      

      
        DOLLAR
TREE         Me

      

      
        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, novelty
candy and snacks.    Tenant agrees that no one category will
become the principal product of the retail business, and Landlord covenants that
Tenant will be permitted to occupy the Premises for the entire Term for the uses
herein specified.

         

        


      

      
        
          	
                   
      

                	
                  4.    Delivery
      Date for Possession of
Premises

                


        

      

      
        


         

        5.    Lease
Commencement Date

      

      
        


         

        6.    Term

      

      
        


         

        
          	
                   
      

                	
                  7.    Option
      1 Option 2 Option 3

                


        

      

      
        


         

        
          	
                   
      

                	
                  8.    Address
      for notices: Landlord:

                


        

      

      
        


         

        Tenant

      

      
        


         

        9.    Minimum
Rent

      

      
        Original
Term 1-Four Years

      

      
        10.    Option  1                                1-Four
Years

      

      
        Option
2                          1-Four
Years

      

      
        Option
3                          1-Four
Years

      

      
        


         

        10/01/1995

      

      
        


         

        Sixty
days from dale of delivery of possession as stated in A.4 above or the date
Tenant opens for business,  whichever is earlier.

      

      
        


         

        Four
Years

      

      
        


         

        1
-                     Four
Years                      option

      

      
        1
-                     Four
Years                      option

      

      
        


         

        1
-                     Four
Years                      option

      

      
        


         

        DMK
Associates,  L.P.

      

      
        P O Box
2500

      

      
        Norfolk,   VA    23501-2500

      

      
        Per Sq
Ft

      

      
        8.00

      

      
        9.00

      

      
        10.00

      

      
        11,00

      

      
        


         

        Dollar
Tree Stores, Inc. Real Estate Department 2555 Ellsmere Avenue
Norfolk,  VA    23513

      

      
        
          	
                   
      

                	
                  Per Annum
      40,000,00

                


        

      

      
        45,000.00

      

      
        50,000,00

      

      
        55,000.00

      

      
        11.    Percentage
Rent:

      

      
        Page
1

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        .    Original
Term                                        1,333,333.00                                         3.00%

      

      
        Option
1                                   1,500,000.00                                         3.00%

      

      
        


         

        Option
2                                   1,666,667.00                                         3.00%

      

      
        Option
3                                   1,833,333.00                                         3.00%

      

      
        


         

        12.    Estimated
Operating Charges for the first year per square foot

      

      
        


         

        CAM                                                .30

      

      
        Taxes                                                .70

      

      
        


         

        Insurance                                                .07

      

      
        


         

        Landlord
represents the first year's charges will not vary more than 5% from the amount
above stated charges.

      

      
        


         

        
          	
                   
      

                	
                  13.    Annual
      increases for Charges for Common Area Maintenance will not exceed more
      than Fifteen percent (15.00%) of those charges for the previous
      year.

                


        

      

      
        


         

        14.    Radius
Restriction:                                                       None

      

      
        


         

        15.    Security
Deposit:                                                       None

      

      
        


         

        
          	
                   
      

                	
                  B.     DEMISED   PREMISES:        Landlord   hereby   Leases   to   Tenant   the   demised   premises
      ("Premises") described as
follows:

                


        

      

      
        


         

        
          	
                   
      

                	
                  1.    The
      space within a one-story unit (without basement, balcony, or mezzanine)
      having an approximate total square footage of 5,000.00 square feet as
      measured from the exterior face of any exterior walls and to the
      centerline of common walls, identified as Unit #16 and outlined in
      red on the site plan, attached hereto as Exhibit "A". The "Shopping
      Center" is more fully described in the legal description, attached hereto
      as Exhibit "B".

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    Landlord
      reserves the right to remeasure the Premises to determine the gross
      leasable area of the Premises. In the event the remeasurement discloses
      that the actual gross leasable area of the Premises as set forth in the
      preceding paragraph is incorrect, Landlord and Tenant shall execute an
      amendment to the Lease (i) reflecting the actual gross leasable area
      of the Premises, (ii) adjusting the Minimum Rent based on the new
      square footage, and (iii) adjusting Additional Rent (as defined in Section
      Y.12 of this Lease) and all other charges accruing under the Lease which
      are based on the actual gross leasable area of the Premises. In the event
      of an adjustment, Tenant will pay any excess rent owed to Landlord within
      fifteen (15) days after receipt of a statement, or Tenant shall take a
      credit for any overpayment against the next minimum rent and additional
      rent payments.

                


        

      

      
        


         

        C.      TERM                                           •
•'                                                                                                                .

      

      
        


         

        1.    The
term of this Lease shall commence upon the earlier of:

      

      
        


         

        
          	
                   
      

                	
                  (a)    The  date  which   is   sixty (60)   days  after  the   date  Landlord   delivers   the
      Premises to Tenant, or

                


        

      

      
        


         

        (b)    The
date on which Tenant opens the Premises for business to the
public,

      

      
        


         

        such date
being hereinafter called the Commencement Date and expiring on the Lease
Expiration Date in Section A.6 above, unless sooner terminated as provided
herein. Lease Year shall consist of twelve (12) full calendar months, and the
first Lease Year shall commence on the Commencement Date if the
Commencement Date shall occur on the first day of a calendar month. If the
Commencement Date does not occur on the first day of a calendar month, the first
Lease Year shall consist of the partial first month plus the following twelve
(12) full calendar months. Each succeeding Lease Year shall be twelve (12)
consecutive months following the expiration of the first Lease
Year.

      

      
        


         

        
          	
                   
      

                	
                  2.    At
      the time the Commencement Date is established, upon the request of
      Landlord, the parties will promptly execute a written instrument
      stipulating the Commencement Date and Expiration Date of the term of this
      Lease.

                


        

      

      
        


         

        D.     CONSTRUCTION

      

      
        


         

        
          	
                   
      

                	
                  1.    Landlord   shall deliver  the  Premises  to  Tenant  on   10/01/1995.     If  Landlord   is
      unable   to   deliver the   Premises   within   ten   (10)   days   after   the  turnover   date
      specified, the Lease shall be null and void with no further obligation on
      the part of the Landlord or the Tenant.    If the
      Landlord's failure to perform such
terms,

                


        

      

      
        


         

        .   ''                                                                         ..                      Page
2                                     ;

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        covenants
and conditions is due to any strike, lockout, labor dispute, civil commotion,
warlike operation, invasion, rebellion, hostilities, military or usurped power,
sabotage, governmental regulations or controls, Acts of God, fire or other
casualty which is beyond the reasonable control of Landlord, then the time
period for the turnover of the premises shall be extended for each day of delay.
TIME IS OF THE ESSENCE
OF THIS LEASE.

      

      
        


         

        
          	
                   
      

                	
                  2.    Landlord
      warrants that the heating, ventilating and air conditioning system (HVAC)
      for the Premises will be in good working order on the date the
      Premises are turned over to the
Tenant,

                


        

      

      
        


         

        3.    Landlord
and Tenant's work are detailed in Exhibit C of this Lease.

      

      
        


         

        E.      RENT                                                                f

      

      
        


         

        
          	
                   
      

                	
                  1.    Minimum
      Rent. Tenant agrees to pay to Landlord, at its office or other place as
      Landlord may from time to time designate, as Minimum Rent for the
      Premises during the term of this Lease, without any deduction or setoff,
      $8.00 per square foot, $3,333.33 in advance on the first day of each
      calendar month. The amounts to be paid by Tenant for rent and additional
      rent shall be prorated on a per diem basis for any partial month in the
      first Lease Year.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    Percentage
      Rent. As a further inducement for Landlord's entering into this Lease,
      Tenant shall pay to Landlord, in addition to the Minimum Rent, a
      percentage rate ("Percentage Rent") equal to the product obtained when the
      amount of Tenant's Gross Sales {as herein defined) for any Lease Year in
      excess of the Percentage Rent Breakpoint is multiplied by the Percentage
      Rent Rate. The Percentage Rent for each Lease Year shall be due and
      payable once Gross Sales exceed the Percentage Rent Breakpoint for such
      Lease Year, Tenant shall make estimated monthly payments, on or before the
      fifteenth (15th) day of each calendar month, in an amount equal to the
      product of the Percentage Rent Rate times the Gross Sales for the prior
      month (for the month in which the Gross Sales exceed the Percentage Rent
      Breakpoint, such payments shall be made only on the excess above the
      Percentage Rent Breakpoint). Tenant's obligation for the payment of
      Percentage Rent shall survive the expiration or earlier termination of
      this Lease.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.    Gross
      Sales. The term "Gross Sales" shall mean the aggregate gross amount of all
      sales of merchandise made and all charges for services performed in the
      Premises (including orders taken in the: Premises for delivery from places
      other than the Premises), whether wholesale or retail, and whether cash or
      credit, and including the value of all consideration other than money
      received for any of the foregoing, and all amounts received by Tenant from
      conducting business on or from the Premises, including without
      limitation, all display fees, slotting allowances, promotional
      considerations, rebates or other payments received by Tenant to stock,
      promote or advertise any product, less (1) cash refunds or credit for
      merchandise returned if the price of such merchandise was originally
      included in Gross Sales, (2) the amount of sales and excise taxes to the
      extent included in sales, and (3) the amount of sales representing
      uncollectible bad checks. Merchandise transferred from the Premises to
      other stores of Tenant, or merchandise returned for credit to factories or
      jobbers shall not be included in determining Gross Sales. No deduction
      shall be allowed for uncollected or uncollectible credit or charge
      accounts.

                


        

      

      
        


         

        
          	
                   
      

                	
                  (a)    Reporting
      of Gross Sales. Tenant shall submit to Landlord on or before the fifteenth
      (15th) day of each calendar month a complete and accurate record of
      Tenant's gross sales for the preceding calendar month. On or before the
      thirtieth (30th) day of the month following the end of each Lease
      Year, Tenant shall furnish to Landlord a statement certified by Tenant's
      corporate financial officer of the Gross Sales for the preceding Lease
      Year.

                


        

      

      
        


         

        
          	
                   
      

                	
                  (b)    Books
      of Account. Tenant agrees to prepare and maintain at Tenant's principal
      office, accurate records of the Gross Sales, which records shall be kept
      in accordance with generally accepted accounting procedures, together with
      local sales tax returns of Tenant relating to Tenant's Gross Sales. The
      foregoing shall be open at all reasonable times to Landlord or its
      representatives to enable Landlord to determine the accuracy of the
      statements of Tenant's Gross Sales during and for three (3) years after
      the end of the Lease Year to which the same relate. In the event an
      examination or audit of records of Tenant discloses that Gross Sales as
      reported in the aforesaid statements were less, by two percent (2%) or
      more than the actual Gross Sales for any Lease Year, Tenant agrees to pay
      Landlord the reasonable cost of any such examination or audit. If such
      examination or audit discloses a discrepancy of three percent (3%) or
      more, and such under-reporting of Gross Sales by Tenant shall be
      deliberate in bad faith, Landlord shall also have the right to terminate
      this Lease.

                


        

      

      
        


         

        |                                                                                         Page
3                                     /

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Landlord
shall have the right to inspect the records of Tenant in connection
with sales made by Tenant from other stores operated by it, but only in the
event such examination becomes necessary to ascertain the Gross Sales made by Tenant
from the Premises.

      

      
        


         

        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 with the Shopping
      Center. Tenant's proportionate share shall be the total amount of such
      taxes and assessments multiplied by a fraction, the numerator of which
      shall be the number of square feet of floor area within the Premises, and
      the denominator of which shall be the gross leasable area of the existing
      buildings within the Shopping Center at the time such taxes were levied or
      assessed, but excluding the floor 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, even though billed to
    Landlord.

                


        

      

      
        


         

        During
the term of this Lease, or any renewals thereof, Tenant shall pay to Landlord,
monthly in advance, an amount equal to one-twelfth (l/12th) 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 theretofore paid by Tenant for such period, the excess shall be
credited against the payments next becoming due. If Tenant's proportionate share
of real estate taxes and assessments for any tax year exceeds the total amount
theretofore paid by Tenant for such period, Tenant shall, upon receipt of
invoices from Landlord, pay the difference between the actual amount paid by
Tenant and Tenant's proportionate share of real estate taxes and
assessments.

      

      
        


         

        
          	
                   
      

                	
                  2.    Municipal,    County,    State    or    Federal    Taxes.        Tenant    shall    pay,    before
      delinquent,  all municipal,  county and state or
      federal taxes assessed against any
      Leasehold    interest    of    Tenant    or    any    fixtures,     furnishings,     equipment,
      stock-in-trade or other personal property of any  kind
      owned,   installed or used in or on the
      Premises.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.
      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 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 hereof, as the case
      may be.

                


        

      

      
        !

      

      
        


         

        G.     COMMON
AREAS

      

      
        


         

        
          	
                   
      

                	
                  1.    Common
      Areas. Landlord grants to Tenant and Tenant's customers and 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, shad 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 and 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:

                


        

      

      
        


         

        (a)    To
establish reasonable rules and regulations for the use
thereof;

      

      
        


         

        
          	
                   
      

                	
                  (b)   To
      use or permit the use by others to whom Landlord may have granted such
      rights for promotional
activities!;

                


        

      

      
        


         

        
          	
                   
      

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

                


        

      

      
        


         

        
          	
                   
      

                	
                  (d)   To   change   the   layout   of   such   Common  Areas,   including   the   right   to
      reasonably add  to or  subtract from
      their  shape and  size,   whether
      by  the addition of building improvements or otherwise, and
      may make installations^ and/or construct or erect
      buildings,   structures,  booths therein or
      thereon and move or remove the same and shall have the right to retain
      revenue, ''

                


        

      

      
        


         

        !              Page
4

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        
          	
                   
      

                	
                  .    from  income  producing  events  whether
      or  not  conducted  for  promotional
      purposes or by or through the Merchant's Association, if any;
      and

                


        

      

      
        


         

        
          	
                   
      

                	
                  (e)    Landlord
      shall operate, manage, equip, light, repair and maintain said Common
      Areas for their intended purposes in an efficient and economical manner
      and may from time to time change the size, location, elevation, nature
      and/or use of any Common
Areas.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.
      Common Area Charge, Tenant shall pay to Landlord as a "Common Area Charge"
      a proportionate share of all costs and expenses of every kind and nature
      paid or incurred by Landlord in operating, maintaining, and repairing the
      Common Areas. Such costs and expenses shall include but not be limited to
      cleaning, lighting, repairing, maintaining, and replacing all common area
      improvements (provided, however, that any replacement of a common
      area improvement which is deemed a capital improvement by generally
      accepted accounting principles shall be amortized over its useful life);
      including without limitation, paving, roadways, sprinkler equipment
      (including standby charges), driveways, 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
      removal, parking lot striping, painting, and painting of exterior
      walls, landscaping, providing security, providing public liability,
      property damage, fire and extended coverage and such other insurance as
      Landlord deems appropriate; including, but not limited to, the cost of
      Landlord's insurance provided for in Section L; total compensation and
      benefits (including premiums for Workmen's Compensation and other
      insurance) paid to or on behalf of employees; personal property taxes,
      supplies, fire protection and fire hydrant charges, water and sewer
      charges, utility charges, licenses and permit fees, reasonable
      depreciation of equipment used in operating and maintaining the Common
      Areas and rent paid for leasing such equipment, and administrative costs
      equal to fifteen (15%) per cent of the total cost of all the foregoing
      items (excluding insurance premiums paid by Landlord pursuant to Section L
      hereof). Tenant's Common Area Charge shall be determined by multiplying
      the total cost incurred by Landlord by the ratio of the square feet within
      the Premises to the gross leasable area within all of the existing
      buildings in the Shopping Center as of the date of the
      billing.

                


        

      

      
        


         

        Tenant's
Common Area Charge shall be paid in monthly installments on the first day of
each month in an amount to be estimated by Landlord. 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 Charge for such period. Within
fifteen (15) days thereafter, Tenant shall pay to Landlord or Landlord shall
remit to Tenant, as the case may be, the difference between the estimated
amounts paid by Tenant and the actual amount of Tenant's Common Area Charge for
such period as shown by such statement, subject to Section A. 12 and A.
13.

      

      
        


         

        The
Common Area Charges described in this Section G shall be subject to
audit

      

      
        


         

        by a
certified public accounting firm of Tenant's choice, at the address
Landlord

      

      
        


         

        set 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
estimating

      

      
        


         

        .               Landlord's
cost. Landlord shall use its best efforts to operate the
center

      

      
        


         

        economically
and efficiently.

      

      
        


         

        H.     UTILITIES
AND RUBBISH DISPOSAL

      

      
        


         

        
          	
                   
      

                	
                  1.
      Gas and Electric Charges. Commencing with the date on which Landlord
      delivers the Premises to Tenant, Tenant shall pay for gas, if the same is
      available to the Premises, electric current and all other utilities
      required for the proper operation of Tenant's business, together with
      all taxes levied or other charges on such utilities, and governmental
      charges based on utility consumption. In the event Tenant's utilities
      shall be separately metered from all other tenants of the Shopping
      Center, Tenant shall, at its sole cost arid expense, pay for the cost of
      installation of such meters and any and all related costs and expenses,
      unless such costs and expenses are the express responsibility of Landlord
      pursuant to Exhibit "C" of this
Lease.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    Water
      and Sewer Charges. Commencing on the date on which Landlord delivers the
      Premises to Tenant, Tenant shall pay all water rents, all charges
      resulting from any sprinkler system and sewer charges charged against the
      Premises.

                


        

      

      
        


         

        If any
such utilities are not separately metered or assessed or are only partly
separately metered or assessed and are used in common with other tenants of the
Shopping Center, Tenant shall pay to Landlord an apportionment of such charges
for utilities used in common, computed by multiplying such charges
by

      

      
        


         

        I               Page
5

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        ;     •               '      the
ratio of square feet within the Premises to the square feet of
all  tenants

      

      
        


         

        !                           using
such common facilities,  in addition to Tenant's payments of the
separately

      

      
        


         

        j                        metered
charges.

      

      
        


         

        I

      

      
        |              3.
Rubbish Disposal. In the event Landlord shall acquire and install facilities
in

      

      
        ! the
Shopping Center for the consolidation of accumulated rubbish, Tenant
shall

      

      
        j be
permitted to use said facilities at the rates reasonably determined
by

      

      
        Landlord,
provided that the rates charged by Landlord are competitive
with

      

      
        ! other
rubbish removal companies in the area.

      

      
        >

      

      
        f                    In   no   event   shall   Landlord   be   liable   for   the   quality,   quantity,   failure,   or

      

      
        I                    interruption   of   the   foregoing   utility   and   rubbish   disposal   services   to   the

      

      
        '                    Premises
unless caused by Landlord's negligence or willful acts.

      

      
        i

      

      
        


         

        j       I.      USE
OF PREMISES BY TENANT

      

      
        


         

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

      

      
        


         

        
          	
                   
      

                	
                  2.    Trade
      Name. Tenant agrees to conduct its business in the Premises under the name
      of DOLLAR TREE.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.    Operation
      of Business. Tenant agrees to open its store for business, fully fixtured,
      stocked and staffed and to continuously operate in 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. In no event, however, will Tenant be
      open for business after 10:00 PM or before 9:00 AM on any day without
      Landlord's prior written consent. Tenant shall be permitted to close the
      Premises for a period not to exceed three (3) days per year to conduct
      inventory or due to the death of a store
  manager.

                


        

      

      
        


         

        J.       TENANT'S
COVENANTS WITH RESPECT TO OCCUPANCY

      

      
        


         

        


      

      
        


         

        Tenant
Agrees:.

      

      
        


         

        
          	
                   
      

                	
                  1.    To
      occupy the Premises in a safe and careful manner in compliance with all
      laws, ordinances, rules, regulations and orders of any governmental
      bodies having jurisdiction over the Premises, and without committing or
      permitting waste;

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    To
      neither do nor suffer anything to be done or kept in or about the
      Premises

                


        

      

      
        


         

        
          	
                   
      

                	
                  which
      contravenes Landlord's insurance policies or increases the
      premiums

                


        

      

      
        


         

        
          	
                  therefor;

                	
                  I

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.    To
      keep its show or display windows, canopy and electric signs lighted until
      at least 9:30 PM local time of each day or until a time which is thirty
      (30) minutes after the close of each business day, whichever is
      later;

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.    To
      permit no reproduction of sound which is audible outside the Premises nor
      permit odors to be dispelled from the
Premises;

                


        

      

      
        


         

        
          	
                   
      

                	
                  5.    To
      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 as set forth in Exhibit
      D attached hereto and made a part hereof and without also obtaining
      Landlord's prior written consent, and to maintain in good repair and
      promptly remove and repair any damage caused by such permitted sign;;.
      Tenant agrees not to display any pennants, search lights, window
      signs, balloons, 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. Tenant agrees to
      maintain its signs in good states of repair and save
      Landlord-­harmless from any loss, cost, or damage as a result of their
      condition and shall-'

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        repair
any damage which may have been caused by the erection, existence, maintenance or
removal of such signs, Upon vacating the storeroom. Tenant agrees to remove
all signs and repair all damages caused by such removal.

      

      
        


         

        
          	
                   
      

                	
                  6.    To
      place no merchandise, sign or other thing of any kind in the vestibule or
      entry outside of the Premises or on the sidewalks or other Common Areas
      adjacent thereto or elsewhere on the exterior of the
    Premises;

                


        

      

      
        


         

        
          	
                   
      

                	
                  7.    To
      park Tenant's vehicles and to require all employees to park only in such
      places as may be designated from time to time by Landlord for the use of
      Tenant and its employees, and specifically not to permit parking by any of
      them in any service court area (Landlord reserves the right to have towed,
      at the owner's cost and expense, any automobile parked in violation of
      this clause);

                


        

      

      
        


         

        
          	
                   
      

                	
                  8.    To
      keep any refuse in proper containers in the interior of the Premises until
      the same is removed from the Shopping Center and to permit no refuse to
      accumulate around the exterior of the
Premises;

                


        

      

      
        


         

        
          	
                   
      

                	
                  9.    To
      neither load nor unload or permit the loading or unloading of merchandise,
      equipment or other property from any doors of the Premises that open onto
      the front sidewalk areas, nor from any other doors except from the rear of
      the Premises and to use its best efforts to prevent the parking
      or standing of vehicles and equipment upon Shopping Center land except
      when actually engaged in loading or
unloading;

                


        

      

      
        


         

        
          	
                   
      

                	
                  10.
      To conduct no auction, fire or going-out-of-business sale without the
      prior written consent of
Landlord;

                


        

      

      
        


         

        
          	
                   
      

                	
                  11.    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;

                


        

      

      
        


         

        12.    To
adequately heat and cool the Premises;

      

      
        


         

        
          	
                   
      

                	
                  13.    To
      permit no Hen, notice of intention to file lien or other charges (whether
      arising out of work of any contractor, mechanic, laborer or material man
      or any mortgage, condition sale, security agreement or chattel
      mortgage otherwise) which might be or become a lien or encumbrance or
      charge upon the Premises or any part thereof or the income therefrom, and
      to suffer no other matter or thing whereby the estate, right and interest
      of Landlord in the Premises or any part thereof might be
      impaired;

                


        

      

      
        


         

        
          	
                   
      

                	
                  14.    To
      solicit no business in the Common Areas, nor distribute handbills or other
      advertising matter to customers, nor place the same in or on automobiles
      in the Common Areas;

                


        

      

      
        


         

        
          	
                   
      

                	
                  15.    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 on the Shopping
  Center;

                


        

      

      
        


         

        
          	
                   
      

                	
                  16.    To
      cooperate fully with Landlord and other tenants of the Shopping
      Center in promoting the use of trade names and slogans as may be
      adopted for the Shopping Center and in all promotional and advertising
      campaigns;

                


        

      

      
        


         

        
          	
                   
      

                	
                  17.    To
      shut off all exhaust fans, if any servicing the Premises, at all times
      when Premises are closed; if Tenant's Premises front on an enclosed mall
      Tenant shall maintain positive air pressure so as to prevent the drawing
      of heated or cooled air from the enclosed mall and shall keep the Premises
      heated or air conditioned, as the case may be, to at least the same
      minimum temperature (in the case of heat) or at the same maximum
      temperature (in the case of air conditioning) as Landlord shall attempt to
      maintain in such mall;

                


        

      

      
        


         

        
          	
                   
      

                	
                  18.    To
      handle and dispose 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;

                


        

      

      
        


         

        
          	
                   
      

                	
                  19.    To
      prohibit the Premises to be used in any way which will injure the
      reputation of the Shopping Center or which may be a nuisance, annoyance,
      inconvenience or damage to the tenants or the Shopping Center or to
      the neighborhood including, without limiting the generality of the
      foregoing, noise by the playing of any musical instrument or radio or
      television, or the use of a microphoneT—
      loud speaker, electrical equipment, or utilizing flashing lights or
      search lights

                


        

      

      
        r

      

      
        


         

        e
7                                                                                                                x'\

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        or* any other equipment which in
the judgment of Landlord might cause disturbance, impairment or interference
with the use or enjoyment by any other tenant in the Shopping
Center;

      

      
        


         

        
          	
                   
      

                	
                  20.    To
      prohibit the operation in the Premises or any part of the Shopping Center
      of any coin or token-operated vending machines or similar devices
      (including without limitation, pay telephones, pay lockers, pay toilets,
      scales, amusement devices and machines for the sale of merchandise and/or
      commodities);

                


        

      

      
        


         

        
          	
                   
      

                	
                  21.    To
      permit Landlord or its agents, on or after ninety (90) days next preceding
      the expiration of the term of this Lease, to have the right to show the
      Premises to potential tenants, and to place notices offering the Premises
      "To Lease" or "For Sale" on the front of the Premises or any part thereof;
      and

                


        

      

      
        


         

        
          	
                   
      

                	
                  22.    That
      it shall not make any penetrations through the roof of the Premises
      without the prior written consent of
Landlord;

                


        

      

      
        


         

        
          	
                   
      

                	
                  23.    To
      defend, protect, indemnify and hold Landlord harmless from and against any
      and all claims, causes of action, liabilities, damages, costs and
      expenses, including, without limitation, attorney fees, arising from or in
      any way connected with Hazardous Waste (as hereinafter defined)
      within the Shopping Center which are the result of Tenant's use, occupancy
      or operation of the Premises. As used herein the term "Hazardous Waste"
      shall be defined as any hazardous substance, containment, pollutant or
      hazardous release (as such terms are defined in any federal, state or
      local law, rule, regulation or ordinance,
      including without, limitation, the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended) and other
      said wastes.

                


        

      

      
        


         

        In the
event Tenant shall cause or permit the presence of Hazardous Waste in, on or
under the Premises or any other portion of the Shopping Center, Tenant shall
promptly, at Tenant's sole cost and expense, take any and all action necessary
(as required by appropriate government authority or otherwise) to return the
areas affected thereby to the condition existing prior to the presence of any
such Hazardous Waste thereon, subject to Landlord's prior written consent. The
foregoing covenants shall survive the termination of this
Lease.

      

      
        


         

        K.     REPAIRS
AND ALTERATIONS

      

      
        


         

        
          	
                   
      

                	
                  1.    Repairs
      by Landlord. Landlord shall keep the foundations, roof, 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 have a reasonable time to
      undertake and 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 from any other independent source. The provisions of this
      Subsection K.I 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 Section
      O hereof.

                


        

      

      
        


         

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

      

      
        


         

        
          	
                   
      

                	
                  2.     Repairs
      by  Tenant.     Except as
      provided  in Subsection
      K.I,   Tenant  shall  keep
      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 operations, windows,
      plate    glass,    and    showcases    surrounding    the Premises,     the    heating,    air
      conditioning, electrical, plumbing and sewer systems,  the
      exterior doors, window
      frames,    and    all    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 term of this Lease,  and
      any renewal 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.    In connection with Tenant's obligation
      to maintain the HVAC system servicing the Premises,  Tenant
      shall,  during the term of this
      Lease,   and   any   renewals   thereof,   at   its   sole   cost   and   expense,   maintain   a
      service    contract    for    the    routine    performance    of    standard     HVAC     system
      maintenance,   including but not
      limited to,  periodic 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.      If  Tenant   refuses   or   neglects   to"'
      commence or  complete  repairs  promptly
      and  adequately,   Landlord  may
      make  or'

                


        

      

      
        


         

        Page
8                             /    X

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        complete
said repairs and Tenant shall pay the cost thereof to Landlord upon demand,
together with the sum of fifteen percent (15%) of said costs for
overhead.

      

      
        


         

        
          	
                   
      

                	
                  3.    Alterations
      or Improvements by Tenant. Tenant shall not, without Landlord's prior
      written consent, make, nor permit to be made, any alterations, additions
      or improvements to the Premises. Any alterations 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 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.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.    Removal
      of Improvements. All Items of Landlord's construction, all heating and air
      conditioning equipment, and all alterations, additions 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, and signs
      installed in the Premises by Tenant and paid for by Tenant shall remain
      the property of Tenant and may be removed upon the expiration of the
      term of this Least:; 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 prior to the expiration or earlier
      termination of this Lease, all such trade fixtures,
      furniture, furnishings, and signs shall become the property of
      Landlord unless Landlord elects to require their removal, in which
      case Tenant shall promptly remove same and restore the Premises to its
      prior condition. In the event Tenant fails to remove all such
      trade fixtures, furniture, furnishings, and signs within ten (10) days
      after Landlord elects to require their removal, Landlord shall have the
      right to remove same and sell such trade fixtures, furniture, furnishings,
      and signs to pay for the cost of
removal.

                


        

      

      
        


         

        Tenant  further
agrees   that all personal property  of
every  kind  or  description which may at any time
be in the Premises shall be at the Tenant's sole risk. Landlord shall not be
responsible or liable to Tenant for any loss or damage that
may   be  occasioned   by   the  acts   or  omissions   of  persons  occupying   any   space
adjacent to or adjoining Tenant's Premises.    Landlord
shall not be responsible or liable to Tenant for any loss or damage resulting to
Tenant or its property from roof
leaks,   water,   gas,   steam,   fire, or  the
bursting,   stoppage,   or leakage  of
sewer pipes,  or from the heating or plumbing fixtures,  or
from electric wires, or from gas odors unless caused by its own negligent or
willful acts.

      

      
        


         

        Nothing
contained in this Lease shall be construed to release Landlord from
liability for damages proximately caused by its own negligent or willful
acts.

      

      
        


         

        INDEMNITY
AND INSURANCE

      

      
        


         

        
          	
                   
      

                	
                  1.    Indemnification
      by Tenant. Tenant will indemnify and hold Landlord harmless from and
      against all loss, cost, expense, and liability whatsoever (including
      Landlord's cost of defending against the foregoing, such cost to include
      attorney's fees) resulting or occurring by reason of Tenant's
      construction, use or occupancy of the
Premises.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    Public
      Liability Insurance, Tenant agrees to carry public liability insurance
      covering the Premises and Tenant's use thereof, together with contractual
      liability endorsements covering Tenant's obligations set forth in
      Subsection L(l), with a minimum limit of One Million and
      00/100 Dollars ($1,000,000.00) on account of bodily injuries to or death
      or property damage for each occurrence and a minimum limit of Two
      Million Dollars and 00/100 ($2,000,000.00) general aggregate. Such
      insurance shall also provide that the general aggregate limits apply
      separately to each insured location, if applicable. Tenant shall
      deposit said policy or policies (or certificates thereof) with Landlord
      prior to the date of any use or occupancy of the Premises by Tenant; said
      policy or policies shall name Landlord, Tenant and such other parties as
      Landlord may from time to time notify Tenant in writing to be named as
      additional insureds under such insurance policy and shall bear
      endorsements to the effect that the insurer-__ agrees to notify Landlord
      and such other parties designated by Landlord
as

                


        

      

      
        


         

        i                                                                                 Page
9                                  / ^

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        additional
insureds not less than thirty (30) days in advance of any modification or
cancellation thereof. Landlord agrees to maintain at least the same public
liability coverage with respect to the Shopping Center.

      

      
        


         

        
          	
                   
      

                	
                  3.    Landlord's
      Insurance. Landlord agrees to carry policies insuring the improvements on
      the Shopping Center against fire and such other perils as are normally
      covered by extended 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, together with insurance against such
      other risks (including loss of rent) and in such amounts as
      Landlord deems appropriate. Tenant agrees that the total cost of the
      foregoing insurance shall be included in the Common Area charge as
      provided for in Subsection G(2) of this Lease and that Tenant shall pay
      its proportionate share of the foregoing insurance per said
      Subsection; provided, however, that Tenant shall have no rights in said
      policy or policies maintained by Landlord and shall not, by reason of
      such reimbursement, be entitled to be a named additional insured
      thereunder, In the event any of Landlord's policies insures Premises or
      risks other than the Shopping Center or the rents therefrom, the statement
      of the insurer shall be conclusive as to the portion of the
      total premium attributable to the Shopping
  Center.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.    Tenant
      agrees to carry insurance against fire and such other risks as are, from
      time to time, included in standard extended coverage endorsements,
      insuring Tenant's stock-in-trade, trade fixtures, furniture, furnishings,
      special equipment, floor and wall coverings, and all other items of
      personal property to Tenant located on or within the Premises, such
      coverage to be in an amount equal to at least eighty percent (80%)
      of the replacement
      cost thereof.

                


        

      

      
        


         

        
          	
                   
      

                	
                  5.    Tenant
      may self-insure its Leasehold improvements, inventory, fixtures,
      equipment and plate glass in the Premises during the term of this Lease
      and any renewals or extensions thereof so long as Tenant shall have a net
      worth of at least Three Million and 00/100 Dollars ($3,000,000.00).
      Prior to the Commencement Date of the Lease, Tenant shall furnish Landlord
      with a certificate evidencing such coverage or net worth, as the case may
      be,

                


        

      

      
        


         

        
          	
                   
      

                	
                  6.    Mutual
      Waiver of Subrogation. All property insurance policies carried by either
      party covering the Premises, including but not limited to contents, fire,
      and casualty insurance, shall to the extent permitted by law expressly
      waive any right on the part of the insurer against the other party. The
      parties hereto agree that their policies will include such waiver clause
      or endorsement so long as the same shall be obtainable without extra cost,
      or if extra shall be charged therefor, so long as the other party pays
      such extra cost. If cost shall be chargeable therefor, each party shall
      advise the other of the amount of extra cost, and the other party, at its
      election, may pay the same, but shall not be obligated to do so. The
      failure of any insurance policy to include such waiver clause or
      endorsement shall not affect the validity of
      this Lease.

                


        

      

      
        


         

        M.     DAMAGE
AND DESTRUCTION

      

      
        


         

        In the
event the Premises are damaged by a peril covered by standard policies of fire and extended coverage
insurance to an extent which is fess 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 but, that in no event
shall Landlord be required to repair or replace Tenant's stock-in-trade, trade
fixtures, furniture, furnishings, equipment or personal property. In the
event (a) the Premises arc damaged to the extent of fifty percent (50%) or more
of the cost of replacement of the Premises, (b) the buildings on 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, or (c) any
damage to the Premises occurs during the last one (1) year of the
term of this Lease, Landlord may elect either to repair or rebuild the Premises
and the buildings that are a part of the Shopping Center, as the case may be, or
to terminate this Lease upon giving notice of such election in writing to Tenant
within ninety (90) days after the event causing the damage. If the casualty,
repairing, or rebuilding shall render the Premises untenantable, in whole or in
part, a proportionate abatement of the Minimum Rent shall be allowed
until the date Landlord completes the repairs or rebuilding. If Landlord is
required or elects to repair the Premises, 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 and the proceeds of all insurance carried by Tenant shall
be held in trust by Tenant for the purpose of such repair and
replacement.

      

      
        


         

        N.      ASSIGNING
AND SUBLETTING

      

      
        


         

        Page
10

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Tenant
shall have the right to assign the lease or to sublet the whole or any part of
the Demised Premises at any time provided:

      

      
        


         

        1.    Tenant
will remain liable hereunder;

      

      
        


         

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

      

      
        


         

        
          	
                   
      

                	
                  3.    The
      Demised Premises will continue to be used only for the retail sale of
      items enumerated in the Use clause;
and

                


        

      

      
        


         

        4.    Tenant's
successor shall have retail experience comparable to that of
Tenant.

      

      
        


         

        Tenant  is  a  publicly  owned   corporation,   and   any  change  in
ownership  of  its shares shall not constitute an Assignment
for the purposes of this Lease.

      

      
        


         

        O.     EMINENT
DOMAIN

      

      
        


         

        
          	
                   
      

                	
                  1.    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, including, but
      not limited to, all damages as compensation, for diminution in value of
      the Leasehold, reversion and fee, 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. However, Tenant shall have the right to
      recover from the condemning authority, but not from Landlord, such
      compensation as may be separately awarded to Tenant on account of the
      values of Landlord improvements made by Tenant and for moving and
      relocating expenses.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    In
      the event of 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 leasable floor area within all buildings located on the
      Shopping Center (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 ninety (90) days after the condemning
      authority takes possession, in which event all rents and other charges
      shall be prorated as of the date of such
  termination.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.    In
      the event of a taking of any portion of the Premises not resulting in a
      termination of this Lease, Landlord shall use so 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 Minimum Rent in proportion to that portion of the Premises
      taken.

                


        

      

      
        


         

        P.      DEFAULT
BY TENANT

      

      
        


         

        
          	
                   
      

                	
                  1.    If
      Tenant defaults in the payment of Minimum Rent, Percentage Rent, or other
      charges, or in the performance of any other of Tenant's obligations
      hereunder, and Tenant fails to remedy such default within ten (10) days
      after written notice from Landlord (unless default relates to matters
      other than the payment of money and cannot be remedied within ten (10)
      days; and Tenant commences to remedy such default within said ten (10) day
      period after written notice from Landlord and thereafter diligently
      pursues correction thereof, in which event the time to remedy such default
      shall be extended to the time reasonably required therefore), or if a
      receiver of any property of Tenant on the Premises is appointed, or
      Tenant's interest in the Premises is levied upon by legal process, or
      Tenant be adjudged bankrupt and Tenant fails within thirty (30) days to
      cause the vacation of such appointment, levy or adjudication, or if Tenant
      files a voluntary petition in bankruptcy, disposes of all or substantially
      all of its assets in bulk, or makes an assignment for the benefit of its
      creditors, then and in any such instance, without further notice to
      Tenant, Landlord may enter upon the Premises and terminate this Lease. In
      the event of such termination, the obligations of Landlord hereunder shall
      cease, without prejudice, however, to the right of Landlord to
      recover from Tenant any sums due Landlord for Minimum Rent and other
      charges payable by Tenant hereunder, including reasonable attorney's fees
      to the date of such entry, and also liquidated damages equal to any
      deficiency between the then rental value of the Premises for the unexpired
      portion of the term and the Minimum Rent provided for that portion of the
      term, discounted at six percent (6%) per annum to present net worth. In
      addition, Landlord may enter upon the Premises without terminating this
      Lease and may relent the Premises in its own name for the account of
      Tenant for the remainder of the term at the highest rent then obtainable
      and immediately recover from Tenant any deficiency for the balance of the
      term between the

                


        

      

      
        


         

        I                Page
11

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        amount
for which the Premises were relet, less expense of reletting, and the rent
provided hereunder. If Landlord submeters electric current, gas, or water to the
Premises, then if at any time Tenant fails to pay rent or other charges for same
within ten (10) days after they are due, Landlord may, at its option, in
addition to the foregoing remedies and without further notice to Tenant, cease
furnishing such electric current, gas or water. No failure of Landlord to
enforce its right or remedies upon default of Tenant shall prejudice or affect
the rights of Landlord upon any subsequent or similar
default.

      

      
        


         

        
          	
                   
      

                	
                  2.    If
      Tenant at any time shall fail to pay any taxes, assessments, or liens, to
      make any payment or perform any act required by this Lease to be made or
      performed by it, Landlord, without waiving or releasing Tenant from
      any obligation or default under this Lease, may (but shall be under no
      obligation to) at any time thereafter make such payments or perform such
      act for the account and at the expense of Tenant. All sums so paid by
      Landlord and all costs and expenses so incurred including reasonable
      attorney's fees, shall accrue interest at the rate of two (2%) above the
      prime lending rate of NationsBank N.A. from the date of payment or
      incurring thereof by Landlord and shall constitute additional rent payable
      by Tenant under this Lease and shall be paid by Tenant to Landlord upon
      demand. All other sums payable by Tenant to Landlord under this Lease, if
      not paid when due,
      shall accrue interest at the rate of two percent (2%) above the prime
      lending rate of NationsBank N.A. from their due date until paid, said
      interest to be considered additional rent under this Lease and shall be paid to Landlord by
      Tenant upon demand. If Tenant shall issue a check to Landlord which is
      dishonored by Tenant's depository bank and returned unpaid for any reason,
      including without limitation, due to insufficient funds in Tenant's
      checking account, Tenant shall pay to Landlord in addition to any other
      rights or remedies available to Landlord at law, the sum of Seventy five
      and 00/100 Dollars ($75.00) for Landlord's administrative expense in
      connection therewith.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.     In
      the event either Landlord or Tenant shall be required to commence
      legal proceeding to enforce any of the terms of this Lease, the prevailing
      party in such proceeding shall be entitled to reimbursement from the
      non-prevailing party of all reasonable attorney fees and court costs
      incurred in connection
therewith.

                


        

      

      
        


         

        All
rights and remedies of Landlord herein enumerated shall be cumulative, and none
shall exclude any other remedies allowed under law or in
equity.

      

      
        


         

        Q.      SECURITY
DEPOSIT.     None
R.     NOTICES

      

      
        


         

        
          	
                   
      

                	
                  1.    Any
      notice or consent required to be given by or on behalf of either party to
      the other shall be deemed given when mailed by registered or
      certified mail, postage prepaid, return receipt requested, or by any other
      method providing for reasonable verification of receipt thereof, addressed
      as follows:

                


        

      

      
        


         

        Landlord:                     -             ,                        DMK
Associates,  L.P.

      

      
        DMK
Associates PC Box 2500
Norfolk,  VA    23501-2500

      

      
        


         

        Tenant;                                                Dollar
Tree Stores, Inc.

      

      
        Real
Estate Department 2555 Ellsmere Avenue Norfolk,
VA    23513

      

      
        


         

        Notwithstanding
any provision to the contrary contained herein, Landlord shall not mail or
deliver any notice or consent required to be given by or on behalf of Landlord
to the Premises.

      

      
        


         

        S.      MORTGAGE
SUBORDINATION

      

      
        


         

        
          	
                   
      

                	
                  1.    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 covenants, restrictions, 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. The aforesaid provision shall be
      self-operative and no further instrument or document shall be required to
      effectuate said subordination unless otherwise requested. Tenant also
      agrees that'-an-yTM mortgagee or trustee may elect to have this Lease prior
      to the lien of its

                


        

      

      
        


         

        Page
12                                                                                                                        f

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        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 ten (10) days
after receipt of written request therefor. Tenant shall execute and deliver
whatever instruments (including but not limited to a Memorandum of
Lease and/or a Non-Disturbance and Attornment Agreement in recordable form)
which may be required for such purposes and to carry out the intent of this
section.

      

      
        


         

        T.     ESTOPPEL
CERTIFICATES

      

      
        


         

        At any
time and from time to time, Tenant agrees, upon request in writing 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
satisfactory to 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 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
Minimum 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 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.

      

      
        


         

        U.     MERCHANT'S
ASSOCIATION.    None. V.     QUIET
ENJOYMENT

      

      
        


         

        Landlord
hereby covenants and agrees 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 the peaceable and quiet enjoyment
and possession of the Premises without hindrance from Landlord or any
person.

      

      
        


         

        W.     LIABILITY
OF LANDLORD

      

      
        


         

        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 or condition of 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 hereinbefore expressly provided. 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 so long as its transferee shall assume in writing the obligations
of Landlord herein set forth. Nothing contained herein shall reduce the recovery
under Landlord's liability insurance policies covering the Shopping
Center.

      

      
        


         

        X.  ENVIRONMENTAL
MATTERS:  NO HAZARDOUS SUBSTANCES

      

      
        


         

        
          	
                   
      

                	
                  1.    Landlord
      warrants that upon delivery to Tenant the Premises are free of asbestos
      and other hazardous materials and gases, and if found, Landlord will
      remove at Landlord's expense.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    Tenant
      shall not engage in operations at the Premises which involve the
      generation, manufacture, refining, transportation, treatment, storage,
      handling or disposal of "hazardous substances" or "hazardous waste", as
      such terms are defined under the Environmental Cleanup Responsibility Act,
      N.J.S.A. !3:.1K-6, et.seq., without the prior written consent of
      Landlord, which consent shall be at Landlord's sole
      discretion.

                


        

      

      
        


         

        Y.      MISCELLANEOUS
PROVISIONS

      

      
        


         

        Page
13

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        
          	
                   
      

                	
                  2.   Accord
      and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser
      amount than the rental herein stipulated shall be deemed to be other than
      on account of the earliest stipulated rent, nor shall any endorsement
      or statement on any check
      or any letter accompanying any check or payment as rent be deemed an accord and
      satisfaction, and Landlord may accept such check or payment without
      prejudice to Landlord's right to recover the balance of such rent or
      pursue any other remedy provided for in this Lease or available under law
      or in equity.

                


        

      

      
        


         

        
          	
                   
      

                	
                  2.    No
      waiver of any condition or legal right or remedy shall be implied by the
      failure of Landlord to declare a forfeiture, or for any other reason, and
      no waiver of any condition or covenant shall be valid unless it be in
      writing and signed by Landlord. No waiver by Landlord with respect to one
      or more tenants or occupants of the Shopping Center shall constitute a
      waiver in favor of any other tenant, nor shall the waiver of a breach of
      any condition be claimed or pleaded to excuse a future breach of the same
      condition or covenant.

                


        

      

      
        


         

        
          	
                   
      

                	
                  3.    Broker's
      Commission. Landlord and Tenant hereby warrant to the other that there are
      no claims for broker's commissions or finder's 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 attorney's
fees.

                


        

      

      
        


         

        
          	
                   
      

                	
                  4.    No
      Partnership.     Landlord does
      not,   in any way or for any purpose,  become a
      partner of Tenant in the conduct of its business,  or otherwise,
      or joint venturer or a member of a joint enterprise with
      Tenant.

                


        

      

      
        


         

        
          	
                   
      

                	
                  5.    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.

                


        

      

      
        


         

        
          	
                   
      

                	
                  6.    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.

                


        

      

      
        


         

        
          	
                   
      

                	
                  7.    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. Except as herein
      otherwise provided, 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.

                


        

      

      
        


         

        
          	
                   
      

                	
                  8.    Surrender
      and Holding Over. 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 decay only excepted). No agreement to accept a surrender
      of the Premises prior to the natural expiration of the term of this Lease
      shall be valid and binding against Landlord unless such agreement shall be
      in writing and signed by Landlord. Should Tenant remain in possession of
      the Premises after any termination of this Lease, no tenancy or
      interest in the Premises shall result therefrom, but such holding over
      shall be an unlawful detainer and all such parties shall be subject to
      immediate eviction and removal, and after a two (2) month "good faith
      grace period" necessary to complete negotiations for renewal, Tenant shall
      upon demand pay to Landlord, as liquidated damages, an amount equal
      to two hundred percent (200%) of the Minimum Rent payable during the
      calendar month immediately preceding the expiration or earlier termination
      of this Lease for any period during which Tenant shall hold the
      Premises after the stipulated term of this Lease shall have expired or may
      have terminated.

                


        

      

      
        


         

        
          	
                   
      

                	
                  9.    Additional
      Rent. Any amounts to be paid by Tenant to Landlord pursuant to the
      provisions of this Lease, 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
rent.

                


        

      

      
        


         

        
          	
                   
      

                	
                  10.    Delivery
      of Documents.     In the event Tenant fails to
      execute,  acknowledge,  and deliver any documents or
      agreements required to be provided to Landlord under.. . Section
      J,   Section  R,   Section  S  or
      Section  T of this  Lease
      within  fifteen   (15)
      days    after    Tenant's receipt    of    Landlord's    written    request    therefor,     the

                


        

      

      
        


         

        1                                            Page
14                                /

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        documents
or agreements requested shall be deemed approved, acknowledged and accepted by
Tenant, provided that such documents or agreements in no way alter, diminish or
affect the terms of this Lease.

      

      
        


         

        
          	
                   
      

                	
                  11.    Severability.
      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 law,
      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.

                


        

      

      
        


         

        
          	
                   
      

                	
                  12.    Option
      to Renew. Provided Tenant is not in default under any of the terms and
      provisions herein contained, Landlord hereby grants to Tenant the option
      to renew this Lease for the periods stipulated in Section A.7. The First
      Renewal Term and each succeeding Renewal Term shall be based upon all the
      terms and conditions contained in this Lease except for payment of
      Minimum Rent which shall be increased per Section A. 10. The foregoing
      options to renew shall be exercised by written notice to Landlord given
      not less than six (6) months prior to the expiration of the original Term
      of the Lease, or the First Renewal Term,, or each succeeding Renewal Term
      as the case may be.

                


        

      

      
        


         

        
          	
                   
      

                	
                  13.    Counterparts.
      This Lease may be executed in multiple counterparts, each of which shall
      constitute an original and all of which shall constitute a
      document.

                


        

      

      
        


         

        
          	
                   
      

                	
                  14.    Force
      Majeure. The period of time during which Landlord or Tenant is prevented
      or delayed in the performance of the making of any improvements or repairs
      or fulfilling any obligation required under this Lease due to delays
      caused by fire, catastrophe, strikes or labor trouble, civil commotion,
      acts of God, governmental prohibitions or regulations, inability or
      difficulty to obtain materials or other causes beyond either 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. This clause
      shall not apply to Tenant's obligations to pay
  rent.

                


        

      

      
        


         

        
          	
                   
      

                	
                  15.    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 which may be recorded at the cost of the party
      desiring recording.

                


        

      

      
        


         

        
          	
                   
      

                	
                  16.    Early
      Termination. In the event Tenant's sales during the second full lease year
      do not exceed Six hundred thousand dollars and no/100 ($600,000.00),
      Tenant shall the right to vacate the premises and terminate the lease
      provided the Tenant has given Landlord sixty (60) days written
      notice of its intention to do so at the end of the second lease year along
      with a copy of Tenant's certified sales. If Tenant fails to exercise
      its termination right in the specified time period, then the
      right will expire and the Lease will remain in full
      force.

                


        

      

      
        


         

        Page
15

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      

      
        


         

        LANDLORD:      DMK
Associates,  L.P.

      

      
        a(n)
Virginia Limited Partnership

      

      


      
        


         

        By:___                                /s/ Macon
F. Brock, Jr._

      

      
        Typed
Name       Macon F. Brock,
Jr.

      

      
        Title                    General
Partner ____

      

      
        


      

      
        ATTEST:

      

      
        /Frederick
C,  Coble / Assistant Secretary

      

      
        


         

        (Corporate
Seal)

      

      
        


         

        
          	
                   
      

                	
                  TENANT:

                	
                  DOLLAR
      TREE
STORES,   INC.

                


        

      

      
        


         

        
          	
                   
      

                	
                  Virginia
      corporation

                


        

      

      
        


         

        
          	
                   
      

                	
                  /s/ H. R.
      Compton

                


        

      

      
        


         

        


      

      
        Typed
Name

      

      
        


         

        H.  R.  Compton

      

      
        


         

        Title     Executive_Vice P
resident_

      

      
        


         

        LANDLORD'S
NOTARY ACKNOWLEDGEMENT:

      

      
        


         

        STATE
OF                       VIRGINIA

      

      
        


         

        COUNTY
OF          NORFOLK

      

      
        


         

        ¥J
'

      

      
        , a
Notary Public for said County and State do hereby

      

      
        Macon   F.   Brock,   Jr.                                                 General
Partner       of     DMK
Associates     ,   a

      

      
        


         

        I,  .Brenda
A. Cox_

      

      
        certify   that
__________________    _________  __        ___        ______

      

      
        Virginia Limited Partnership
, and being duly authorized to sign in behaif of said Limited Partnership
personally appeared before me this day and acknowledged the due execution of the
foregoing instrument.

      

      
        


         

        Witness
my  hand  and   Notarial  Seal  this
17th
day of July, 1995.

      

      
        Notary
Public

      

      
        


         

        
          	
                  My
      Commission Expires;

                	
                  /s/ Brenda A.
      Cox

                


        

      

      
        


         

        
          	
                   
      

                	
                  August
      31.   1995

                


        

      

      
        


         

        (Notary
Seal)

      

      
        


         

        


         

        


      

      
        


         

        


         

        


      

      
        


         

        


         

        


      

      
        


         

        


         

        


      

      
        


         

        TENANT'S  NOTARY
ACKNOWLEDGEMENT:

         

        


      

      
        


         

        


         

        


      

      
        


         

        


      

      
        This
17th
day of July, 1995 personally came before me H. R. Compton, who being duly sworn,
says that he is the Executive Vice President of Dollar Tree Stores, Inc., and
that the seal affixed to the foregoing instrument in writing is the corporate
seal of the corporation and that said writing was signed and sealed by him in
behalf of said corporation by its authority duly given.

      

      
        


      

      
        My
commission expires:

      

      
        


      

      
        August
31,
1999                                                               /S/ Terry A.
Thompson

      

      
        Notary Public

      

      
        


         

        (Notary
Seal)

         

        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        


         

        Dollar
tree stores, inc

      

      
        


         

        Lease
Administration Pax: (757) 321-5220 Direct Dial: (757)
321-5079

      

      
        


         

        September
27,2006

      

      
        


         

        1023
Laskin Road Suite 102, PO Box 869 Virginia Beach, Virginia
23451

      

      
        


         

        Re:     Occasions
Store #50001

      

      
        Volvo
Parkway Chesapcake, Virginia

      

      
        


         

        Dear Sir
or Madam;

      

      
        


         

        Pursuant
to Section C.2 of that certain Lease dated July 17, 1995 and Amendment dated
October 13, 2005, relating to the above referenced store; please confirm that
the following information is correct by signing and returning a copy of this
Commencement Certificate for our file.

      

      
        


         

        1
..           The store
opened as Occasions on September 26, 2006,

      

      
        3.            The turnover date for
Occasions was August 14, 2006.

      

      
        3.            The
rent will increase on December 1,2007.

      

      
        4.            The
expiration date of the current term is November 30, 2011.

      

      
        


         

        Your
prompt attention to that matter will be greatly appreciated. W« look forward to
a long and prosperous relationship with your company. Thank
you,

      

      
        


         

        Very
truly yours,

      

      
        DOLLAR
TREE STORES, INC.

      

      
        


         

        /s/
Patricia D, Iman,

      

      
        Manager,
Lease Administration

      

      
        


      

      
        


      

      
        


      

      
        


         

        The
foregoing is approved this 28th day of
September 2006.

      

      
        


         

        Name
of Company: DMK Associates

      

      
        By:
/s/ Terry Thompson

         

        


      

      
        500 Volvo
Parkway Chesapeake, VA
2.1320

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



      


      
        


         

        Domin O
Adminlstrator/DLTR

      

      
        


         

        09/26/2006
10:27 AM

      

      
        


        To Susan Evans/REA/DLTR@DLTR
cc bcc
Subject  Store Announcements Subscription

      

      


      
        


         

        The Real
Estate Department is pleased to announce the following nev/ or re-opened
stores:

      

      
        


         

        H         50001
- Occasions, Chesapeake,
VA                                                                                     DT
- 5000 SF     09/26/2006, OPEN

      

      
        


         

        To cancel
your subscription, follow the doclink below and click 'Unsubscribe.'
-->