EXHIBIT 10.xx

                               AGREEMENT OF LEASE

                  THIS  AGREEMENT OF LEASE (the  "Lease")  made this ____ day of
__________,  1990,  by and between  HYMAN  MEYERS,  S. SIDNEY  MEYERS and AMY M.
KRUMBEIN,  having an address c/o Hyman  Meyers,  Agent,  2235 Staples Mill Road,
Richmond,  Virginia 23230,  (collectively  the  "Landlord"),  and  HEILIG-MEYERS
FURNITURE  COMPANY,  a North  Carolina  corporation  having an  address  at 2235
Staples Mill Road, Richmond, Virginia 23230 (the "Tenant'),

                  WHEREAS,  Landlord is the owner of property with  improvements
thereon  consisting  of 1.87 acres  located on the southern  line of Highway 264
Bypass (Greenville Road), Greenville (Pitt County), North Carolina, shown as Lot
3 on a Map for Record by Rivers and  Associates,  Inc.  entitled  "Three Lots at
Eastern Corner Intersection 264 Bypass and Red Banks Road,  Greenville TWP, Pitt
County, North Carolina" dated March 12, 1985, a copy of which is attached hereto
and made a part hereof as Exhibit A (the "Property").

                  WHEREAS,  Tenant desires to lease the Property and Landlord is
willing to rent Tenant the Property, upon the terms,  conditions,  covenants and
agreements set forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained the parties hereto agree as follows:

1.   DEMISED PREMISES

         Subject to all easements,  restrictions,  covenants,  encumbrances  and
conditions  of record and upon the terms,  covenants  and  conditions  set forth
herein, Landlord hereby leases the Property to Tenant and Tenant hereby releases
the Property from Landlord.

2.   TERM

2.1.  Length.  The Term shall  commence on  November 1, 1990 (the  "Commencement
Date") and expire at midnight  local time on October  31, 2008 (the  "Expiration
Date").

2.2.  Surrender.  Tenant shall, at its expense, at the expiration of the Term or
any  earlier  termination  of this Lease,  (a)  promptly  surrender  to Landlord
possession of the Property  (including any fixtures or other improvements which,
under the  provisions  of  Section 7, are owned by  Landlord)  in good order and
repair  (ordinary wear and tear excepted) and broom clean,  (b) remove therefrom
Tenant's  signs,  goods  and  effects  and any  machinery,  trade  fixtures  and
equipment  used in  conducting  Tenant's  trade  or  business  and not  owned by
Landlord, and (c) repair any damage to the Property caused by such removal.

2.3.  Holding  Over.  If Tenant  continues  to  occupy  the  Property  after the
expiration of the Term or any earlier termination of this Lease:

2.3.1.  Such  occupancy  shall be deemed to be under a  month-to-month  tenancy,
which shall continue until either party hereto  notifies the other in writing at
least thirty (30) days before the end of any calendar  month that the  notifying
party elects to terminate  such tenancy at the end of such  calendar  month,  in
which event such tenancy shall so terminate;

2.3.2.  Anything  contained in this Lease to the contrary  notwithstanding,  the
rent  payable  for each such  monthly  period  shall equal one hundred and fifty
percent (150%) of the monthly installment of Base Rent (as hereinafter  defined)
payable  immediately prior to such expiration or earlier  termination,  together
with such Additional Rent (as hereinafter  defined) as is otherwise  required by
the terms of this Lease; and 2.3.3.  Otherwise such month-to-month tenancy shall
be upon the same terms and subject to the same  conditions as those set forth in
the  provisions of this Lease except there will be no options to extend the term
of this Lease.

                                      109
<PAGE>
2.4.  Option to Extend.  Provided  Tenant is not in default  under the terms and
conditions  of this Lease,  Tenant shall have the right and option to extend the
Term of this  Lease for three (3)  successive  periods  of six (6) years each by
giving notice to Landlord as hereinafter  provided at least six (6) months prior
to the  expiration  date of the Term (or any extended Term, as the case may be,)
that Tenant is exercising its right to extend the Term of the Lease.  During the
extended Term or Terms, all terms and provisions of this Lease shall continue in
full force and effect except that no additional options to extend the Term shall
belong to Tenant.  Notwithstanding  the  above,  no option to extend the term of
this Lease may be exercised by Tenant unless prior to, or  simultaneously  with,
such exercise  Tenant has exercised a similar six (6) year extension  option for
the property contiguous to the Property,  namely that certain parcel of property
consisting  of 1.24 acres  located on the  southern  line of Highway  264 Bypass
(Greenville Road) Greenville, (Pitt County), North Carolina, shown as Lot 2 on a
Map for Record by Rivers and  Associates,  Inc.  entitled "Three Lots at Eastern
Corner Intersection 264 Bypass and Red Banks Road,  Greenville TBW, Pitt County,
North Carolina" dated March 12, 1985 all in accordance with a lease of even date
herewith between Landlord and Tenant for such property.

3.   RENT.

3.1. Amount.  As rent for the Property (all of which is hereinafter  referred to
collectively  as "Rent"),  Tenant  hereby agrees and promises to pay to Landlord
all of the following:

3.1.1. Base Rent during the Term shall be EIGHTY-SIX THOUSAND TWO HUNDRED TWENTY
DOLLARS ($86,220.00) per annum, payable in advance in equal monthly installments
of SEVEN THOUSAND ONE HUNDRED EIGHTY-FIVE 00/100 DOLLARS ($7,185.00).  The first
monthly installment of Base Rent shall be payable beginning November 1, 1990 and
the remaining  installments shall be payable in advance on the first day of each
and every  month  thereafter  during the Term  hereof at the office of  Landlord
herein  designated (or at such other place as Landlord may designate in a notice
to Tenant).  If the Term of this Lease begins on a date other than the first day
of a month,  Base Rent from such  other  date to the first day of the  following
month  shall be  prorated  at the rate of  one-thirtieth  (1/30) of the  monthly
installment of Base Rent for each day and shall be payable in advance.  The base
rent shall, at all times, including extension terms of the Lease, be the minimum
amount of rent,  not  including any  additional  rent, to be paid to Landlord by
Tenant.

Base Rent during the option  periods,  if the same are exercised by Tenant shall
be increased as follows:

                  (a) After the third  (3rd)  year of the Term of this Lease and
after  each  successive  three  (3)  year  period  of the  Term  of  this  Lease
thereafter,  the Base Rent per annum  for the  following  three (3) years of the
Term of this Lease  will be an amount  equal to the sum of (i) the Base Rent for
the last year of the  immediately  preceding three (3) year period and (ii) four
percent (4%) of (a) the Gross Sales at the  Property for the latest  fiscal year
of Tenant ending during the last year of said  immediately  preceding  three (3)
year period minus (b) the Gross Sales at the Property  during the fiscal year of
Tenant ending February 28, 1990. If (ii) in the immediately  preceding  sentence
is zero or less than zero,  then the new Base Rent shall be the amount set forth
in (i) of the same sentence.

                  (b) For purposes of this  calculation,  "Gross Sales" shall be
defined as the dollar  aggregate  of: (i) the entire amount of the price charged
for all goods,  wares and merchandise sold, leased,  licensed or delivered,  and
all charges  for all  services  sold or  performed  by Tenant from all  business
conducted  at, upon or from the Property by Tenant,  whether  made for cash,  by
check, on credit, charge accounts or otherwise, without reserve or deduction for
inability  or  failure to  collect  the same,  including,  but not  limited  to,
transactions  (a) where the orders  therefor  originated  at or are  accepted by
Tenant in the Property,  but delivery or performance  thereof is made from or at
any other place;  all sales made and orders received in or at the Property shall
be deemed as made and completed therein,  even though the payment of account may
be  transferred to another  office for  collection,  and all orders which result
from  solicitation  off the  Property  but  which  are  conducted  by  personnel
operating  from or  reporting  to or under the  control  or  supervision  of any
employee  of Tenant at the  Property  shall be deemed part of Gross  Sales;  (b)
pursuant to mail,  telephone,  telegraph  or other  similar  orders  received or
billed at or from the  Property;  (c) by means of  mechanical  or other  vending
devices;  (d) originating from whatever  source,  and which Tenant in the normal
and  customary  course of  Tenant's  operations  would  credit or  attribute  to
Tenant's business conduced in the Property;  and (ii) all monies or other things
of value  received  by Tenant  from  Tenant's  operations  at,  upon or from the
Property  which are neither  included in nor excluded  from Gross Sales by other
provisions of this definition, but without any duplications,  including, without
limitation,  finance charges,  cost of gift or merchandise  certificates and all
deposits not refunded to customers.

                                      110
<PAGE>
                  (c) Each charge or sale upon  installment  or credit  shall be
treated as a sale for the full price in the month  during  which such  charge or
sale is made,  irrespective  of the  time  when  Tenant  shall  receive  payment
(whether  full  or  partial)  therefor.   No  deduction  shall  be  allowed  for
uncollectible  credit  accounts.  Each lease or rental of  merchandise  shall be
treated as a sale in the month during which such lease or rental is made,  for a
price equal to the total rent payable.

                  (d) For the purpose of ascertaining  the amount of Gross Sales
hereunder,  the following may be deducted from Gross Sales:  (i) the exchange of
merchandise  between  stores of Tenant where such  exchanges are made solely for
the  convenient  operation  of  Tenant's  business  and not for the  purpose  of
consummating  a sale  which has been made at,  upon or from the  Property;  (ii)
returns to shippers or manufacturers; (iii) sales of fixtures after use thereof,
which are not part of Tenant's stock in trade and not sold in the regular course
of  Tenant's  business;  (iv) cash or  credit  refunds  made  upon  transactions
included  within  Gross  Sales  but  not  exceeding  the  selling  price  of the
merchandise  returned by the purchaser and accepted by Tenant; or (v) the amount
of any city, county,  state or federal sales, luxury or excise tax on such sales
provided such tax is both added to the selling  price (or absorbed  therein) and
paid to the  taxiing  authority  by Tenant  (but not by any  vendor of  Tenant);
however,  no franchise  or capital  stock tax and no income or similar tax based
upon income,  profits or Gross Sales as such, shall be deducted from Gross Sales
in any event whatsoever.

                  (e) For the purposes of this Paragraph the term "Tenant" shall
include any of Tenant's subtenants, concessionaires or licensees.

3.1.2.  Additional  rent (the  "Additional  Rent") in the amount of any  payment
referred  to as such in any  provision  of this Lease which  accrues  while this
Lease is in effect. Except as is otherwise set forth herein, any Additional Rent
shall be due and  payable  with the  installment  of Base Rent next  falling due
after such Additional Rent accrues.

3.2. Payment.  Except as otherwise  specifically  provided for herein,  all Rent
shall be payable  without  demand  therefor and without any setoff or deductions
whatsoever.  Any  payment  made by Tenant to  Landlord on account of Rent may be
credited  by  Landlord  to the  payment of any Rent then past due  before  being
credited to Rent currently  falling due. Any such payment which is less than the
amount of Rent then due shall constitute a payment made on account thereof,  the
parties hereto hereby agreeing that Landlord's  acceptance of such payment shall
not alter or impair  Landlord's  rights  hereunder to be paid all of such amount
then due, or in any other respect.

3.3. Late Penalties and Interest. Tenant hereby recognizes and acknowledges that
if payments of Rent are not received when due,  Landlord will suffer damages and
additional expenses and Tenant therefore agrees to pay as Additional Rent a late
penalty  equal to five (5%) of the Rent then due and payable under this Lease if
such Rent is not received by Landlord within seven (7) days after such amount is
due and payable. In addition, all Rent not paid within seven (7) days shall bear
interest at the rate of eighteen percent (18%) per annum.

3.4. Lease Year. As used in the provisions of this Lease,  the term "Lease Year"
means (a) the period  commencing on the Commencement Date and terminating on the
first (1st) anniversary of the Commencement Date, and (b) each successive period
of twelve (12) calendar months thereafter during the Term.

3.5. Taxes.

3.5.1.  (i) As used herein,  the term "Taxes"  shall mean all real estate taxes,
assessments  and other  governmental  levies and  charges,  general and special,
ordinary and  extraordinary,  unforeseen  as well as  foreseen,  of any kind and
nature  (including  any  interest  on such  assessments  whenever  the  same are
permitted to be paid in installments) which may be imposed,  levied, assessed or
confirmed by any lawful taxing  authorities  or which may become due and payable
out of or for,  or which may become a lien or charge  upon or against the whole,
or any part, of the Property,  or any taxes in lieu thereof,  which are measured
by the value of the  Property,  including any  substitution  in whole or in part
therefor  due to a  future  change  in the  method  of  taxation,  and  also all
reasonable  costs and fees  (including  attorney's fees and any fees of Lessor's
tax  consultants)  incurred  by Lessor in  contesting  any such  taxes,  levies,
charges or assessments  and/or in negotiating with the public  authorities as to
the same. Nothing contained in this Lease, however,  shall require Tenant to pay
any share of any estate,  inheritance,  succession,  gift,  capital levy, excess
profits, revenue,  corporation,  franchise,  occupancy,  gross receipts, income,
payroll or stamp tax imposed  upon  Landlord or any tax upon the sale,  transfer
and/or assignment of the title or estate of Landlord,  nor shall any of the same
be deemed Real Estate Taxes. If by law any general assessment or like charge may
be paid in installments, such assessment shall be so paid, and Tenant shall only
be liable for  Tenant's  Pro Rata Share of the portion  thereof  that is payable
within the then-current term of this Lease.

                                      111
<PAGE>
3.5.1.  (ii) If Landlord  shall fail or refuse,  upon the request of Tenant,  to
take any  necessary  steps to contest  the  validity  or amount of the  assessed
valuation  or of the Taxes for any real  estate  fiscal  tax  year,  Tenant  may
undertake,  by  appropriate  proceedings  in the name of Landlord or Tenant,  to
contest the same. Within a reasonable time after demand therefor, Landlord shall
execute,  acknowledge  and deliver any documents  reasonably  required to enable
Tenant to prosecute any such  proceeding  all of which shall be at no expense to
Landlord.  Landlord shall inform  Tenant,  in time to permit Tenant to undertake
such contest,  of all pertinent  data  required to undertake  such contest.  The
rights of contest  afforded Tenant  according to this subsection  3.5.1 (ii) are
subject to Tenant providing  Landlord with adequate  security for the payment of
any and all Taxes that are involved  while any such contest by Tenant is ongoing
which security must be acceptable to Landlord in the reasonable  exercise of its
discretion  and in all events such security must be acceptable to all mortgagees
of Landlord.

3.5.1.  (iii) If Landlord or Tenant  shall obtain a remission or a refund of all
or any part of the Taxes for any real  estate  fiscal tax year,  Landlord  shall
promptly  refund to Tenant (or credit  Tenant  with)  Tenant's Pro Rata Share of
such remission or refund.

3.5.2.  As used  herein,  the term  "fiscal tax year" shall mean the twelve (12)
month  period  used by the  county  and/or  city  having  jurisdiction  over the
Property or any other lawful taxing authority, from time to time to assess Taxes
on the Property, or any part thereof.

3.5.3.  Tenant  shall pay as  Additional  Rent the amount of the Taxes for every
fiscal tax year or part  thereof  falling  within the Term.  Landlord  agrees to
promptly  furnish to Tenant all bills  received by Landlord for Taxes and Tenant
shall pay the same before such  payments are due and shall  promptly  thereafter
deliver to Landlord receipts evidencing full payment.

3.5.4.  If only part of any fiscal tax year  falls  within the Term,  the amount
computed  as  Additional  Rent for such  fiscal  tax year  under  the  foregoing
provisions of this subsection  shall be prorated in proportion to the portion of
such fiscal tax year falling  within the Term. The expiration of the Term before
the end of a fiscal tax year shall not impair Tenant's  obligation  hereunder to
pay such prorated  portion of such  Additional Rent with respect to that portion
of such fiscal tax year falling within the Term.

3.5.5.  Anything  contained  in the  foregoing  provisions  of  this  subsection
regarding Taxes to the contrary notwithstanding, Landlord may, at its discretion
(but only if Landlord is required to escrow Taxes by its first  mortgagee),  (a)
make from time to time during the Term a reasonable  estimate of the  Additional
Rent which may become due under such  provisions  with respect to any fiscal tax
year, (b) require Tenant to pay to Landlord each calendar month during such year
one-twelfth  (1/12) of such estimate,  at the time and in the manner that Tenant
is required  hereunder to pay the monthly  installment of the Base Rent for such
month,  and (c)  increase or decrease  from time to time during such fiscal year
the  amount  initially  so  estimated  for Taxes,  based upon the most  recently
available actual assessment and tax rate. In such event,  Landlord shall deliver
to Tenant  within  sixty  (60) days  after the end of such  fiscal  tax year,  a
statement  showing a determination of the Taxes for such fiscal tax year. Tenant
shall within  thirty (30) days after  delivery of Landlord's  statement,  pay to
Landlord the amount of any  deficiency.  If such  statement  shows that Tenant's
monthly  aggregate  payments  pursuant to this Section exceeded the actual Taxes
for the preceding fiscal tax year, such overpayment shall be applied to the next
ensuing monthly installment(s) of Base Rent.

3.6. Tax on Lease. If federal,  state or local law now or hereafter  imposes any
tax,  assessment,  levy or other charge (other than any income,  inheritance  or
estate tax) directly or indirectly  upon (a) Landlord with respect to this Lease
or the value  thereof,  (b) Tenant's use or occupancy of the  Property,  (c) the
Base Rent,  Additional  Rent or any other sum payable  under this Lease,  or (d)
this transaction, then Tenant shall pay the amount thereof as Additional Rent to
Landlord upon demand, unless Tenant is prohibited by law from doing so, in which
event  Landlord may, at its  election,  terminate  this Lease by giving  written
notice thereof to Tenant.

3.7. Net Lease. It is the propose and intent of the parties hereto that the Rent
payable hereunder shall be absolutely net to Landlord,  so that this Lease shall
yield,  net to Landlord,  the Base Rent and the Additional Rent described herein
in each Lease Year during the Term of this  Lease.  All costs,  fees,  interest,
charges,  expenses,  reimbursements  and  obligations  of every  kind and nature
whatsoever  relating to the Property  (excepting only any taxes,  costs or other
obligations  arising prior to the  Commencement  Date of this Lease),  which may
arise or become due during the Term,  shall be paid and  discharged by Tenant as
Additional Rent. Landlord shall be indemnified and saved harmless by Tenant from
and against all such costs, fees, interest,  charges,  expenses,  reimbursements
and obligations relating to the Property or this Lease. However, Tenant shall be
under no obligation to pay interest or principal on any Mortgage (as hereinafter
defined) encumbering the Property or any income, franchise, gift, inheritance or
capital levy tax hereafter payable by or imposed upon Landlord.

                                      112
<PAGE>
4.   SECURITY DEPOSIT

         Landlord  has not  received a Security  Deposit from Tenant and none is
due and owing.

5.   USE OF PROPERTY

5.1. Use.  Tenant shall occupy and use the Property for and only for parking for
a furniture sales facility and warehouse. The Property shall not be used for any
illegal purposes or in any manner to create any nuisance or trespass.

5.2.     Compliance with Laws.

5.2.1. In its use of the Property,  Tenant shall not violate the certificates of
occupancy  issued therefor,  any applicable law,  ordinance or regulation or any
regulation of the National Board of Fire  Underwriters.  Tenant shall not create
or allow to exist on the Property any nuisance or trespass, nor do any act in or
about the Property or bring anything on or in the Property which will in any way
materially  deface or injure the  Property or any part  thereof or overload  the
floor of the building.

5.2.2. Tenant hereby agrees that Tenant, its employees,  agents,  contractors or
invitees  shall not, at any time,  cause or permit  asbestos,  asbestos  related
products or any  petroleum  products or  hazardous,  toxic or dangerous  wastes,
substances  or  material  defined  as  such  in (or  for  the  purposes  of) the
Comprehensive Environmental Response, Compensation and Liability Act, as amended
(any of the same being  hereinafter  defined  as  "Hazardous  Material"),  to be
brought installed or used in, about or from the Property. If Tenant breaches any
of the provisions of this subsection or if the presence of Hazardous Material is
found in the Property, the Tenant agrees to indemnify, defend and hold Landlord,
and/or any fee owner or ground or underlying landlords of the Property, harmless
from and against  any and all  claims,  judgments,  damages,  penalties,  fines,
costs,  liability  or  losses  in  connection  therewith,   including,   without
limitation,  (i) diminution in value of the Property,  (ii) damages for the loss
or  restriction of use of the Property,  (iii) damages  arising from any adverse
impact on  marketing  of space,  and (iv) sums  paid in  settlement  of  claims,
attorneys' fees, consulting fees and expert fees which arise during or after the
lease term as a result of the same. This  indemnification  of Landlord by Tenant
shall include,  without  limitation,  all costs incurred in connection  with any
investigation  of conditions or any clean up,  remedial,  removal or restoration
work  required  by any  court or by any  federal,  state  or local  governmental
authority  because of Hazardous  Material  present in, on or under the Property.
Further, Tenant shall promptly and at its sole cost and expense, take all action
necessary  to  remove  said  Hazardous  Material  from the  Property;  provided,
however, that Landlord's approval of such actions shall first be obtained.

6.   INSURANCE AND INDEMNIFICATION

6.1.     Increase in Risk.

6.1.1.  Tenant shall not do or permit to be done any act or thing as a result of
which either (a) any policy of insurance of any kind  covering (i) any or all of
the Property or (ii) any  liability  of Landlord in  connection  therewith,  may
become void or suspended,  or (b) the insurance risk under any such policy would
(in the opinion of the insurer  thereunder)  be made greater unless Tenant shall
pay as  Additional  Rent the  amount of any  increase  in any  premium  for such
insurance resulting from any such increased risk.

6.2.     Insurance to be Maintained by Tenant.

6.2.1.  Tenant shall  maintain at its expense,  throughout  the Term,  insurance
covering the building and other  improvements now or hereafter existing upon the
Property  against  loss or damage by fire or such  other  risk now or  hereafter
embraced  by the  term  "extended  coverage"  and  by  vandalism  and  malicious
mischief,  in an amount not less than the full insurable  value as determined by
Tenant's  insurer.  As used in this subsection,  the term "full insurable value"
shall mean the actual  replacement  cost,  excluding  foundation  and excavation
costs,  without  deduction for physical  depreciation as such  replacement  cost
shall be adjusted by Tenant's  insurer  every year due to changes in the cost of
construction and other relevant factors.

                                      113
<PAGE>
6.2.2. Tenant shall maintain at its expense, through the Term, insurance against
loss or  liability  in  connection  bodily  injury,  death,  property  damage or
destruction,  occurring  on or about  the  Property  or  arising  out of the use
thereof by Tenant or its agents, employees,  officers or invitees,  visitors and
guests,  under one or more policies of comprehensive public liability insurance,
including  insurance against assumed or contractual  liability under this Lease,
having such limits as to each as are  reasonably  required by Landlord from time
to time,  but in any event of not less than Two Million  Five  Hundred  Thousand
Dollars  ($2,500,000.00)  for bodily  injury to or death of all  persons and for
property damage or destruction in any one occurrence.

6.2.3.  Each policy  referenced above shall (a) name as the insureds  thereunder
Landlord and Tenant  (and,  at  Landlord's  request,  any  mortgagee of Landlord
holding  a  note  secured  by a deed  of  trust  or  other  security  instrument
encumbering the Property),  except that for the policies described in subsection
6.2.2 Landlord shall be named as an additional  insured (b) by its terms, not be
cancellable  without at least thirty (30) days prior written  notice to Landlord
(and, at Landlord's request, any mortgagee),  and (c) be issued by an insurer of
recognized  responsibility  licensed to issue such policy in the state where the
Property is located. At least five (5) days before the Commencement Date, Tenant
shall  deliver to Landlord  each such policy for each such policy,  and at least
thirty  (30) days  before  any such  policy  expires,  Tenant  shall  deliver to
Landlord a replacement policy.

6.3.     Indemnification.  Except as otherwise provided for in this Lease.

6.3.1.  Tenant will  indemnify  Landlord  and save  Landlord  harmless  from and
against  any and  all  claims,  actions,  damages,  liability  and  expenses  in
connection with loss of life, personal injury and damage to property arising in,
at,  upon,  or  involving  the  occupancy  or use of any part of the Property by
Tenant,  or occasioned wholly or in part by any act or omission of Tenant or its
agents, contractors,  employees, servants, lessees, invitees or concessionaires.
In case  Landlord  shall,  without  fault  on its  part,  be made  party  to any
litigation   commenced   by  or  against   Tenant   relating  to  the   Tenant's
indemnification  as set  forth in the  immediately  preceding  sentence  of this
subsection 6.3.2, then Tenant shall protect and hold Landlord harmless and shall
pay all  reasonable  costs,  expenses and  attorney's  fees  incurred or paid by
Landlord in connection with such litigation.

6.4.  Compliance with Authority.  Tenant agrees, at its own expense, to promptly
comply with all requirements of any legally constituted public authority.

6.4.1. Waiver of Subrogation. To the extent that they are insured and reimbursed
by their respective  insurance  companies,  Landlord and Tenant hereby waive any
and all rights of recovery against the other for or arising out of the damage to
or  destruction  of their  property,  whether or not such damage or  destruction
shall have been caused by the negligence of the other,  its agents,  servants or
employees.

7.   CONDITION OF IMPROVEMENTS

7.1. As Is. Tenant  acknowledges and agrees to accept delivery and possession of
the Property on November 1, 1990 in the "AS IS" condition of the Property on the
date of this Agreement of Lease, it being  understood that Landlord has no other
obligation  to  perform  any  work in  connection  with the  preparation  of the
Property for Tenant's occupancy, except to so deliver such possession to Tenant.

7.2.  Landlord's  Property.  Any  and  all  improvements,   repairs,  additions,
fixtures,  alterations  and all other  property  attached to, used in connection
with or otherwise  installed  within the  Property by Landlord or Tenant  shall,
immediately on the completion of its  installation  and without  compensation or
payment to Tenant by  Landlord,  become  Landlord's  property,  except  that any
machinery,  equipment,  or trade  fixtures  installed  by Tenant and used in the
conduct of Tenant's  trade or  business  (rather  than to service  the  Property
generally) shall remain Tenant's property.

                                      114
<PAGE>
8.   MAINTENANCE AND SERVICES

8.1.     Maintenance and Alteration by Tenant.

8.1.1.  Tenant at its expense shall maintain  (including all  replacements  when
necessary) the Property, including, without limitation, the roof, the foundation
and all other structural  elements,  all plumbing,  heating,  air  conditioning,
ventilating,  electrical  and  mechanical  equipment,  the parking areas and all
non-structural parts of the Property in good repair and condition, ordinary wear
and tear excepted. In addition,  Tenant, at its expense, shall keep the Property
free of termites and other wood boring  insects and shall keep the Property in a
clean and orderly  condition,  free of dirt,  rubbish,  snow,  ice and  unlawful
obstructions.  If Tenant  refuses or neglects to repair or maintain the Property
as required  hereunder as soon as  reasonably  possible  after  written  demand,
Landlord  may make such  repairs,  without  liability  to Tenant for any loss or
damage that may accrue to Tenant's equipment,  merchandise,  trade fixtures,  or
other property or to Tenant's  business by reason  thereof,  and upon completion
thereof and presentation of the bill therefor,  Tenant shall pay Landlord's cost
for making such repairs as Additional Rent payable with the next  installment of
Base Rent due under this Lease.  Such bill shall include interest at the rate of
eighteen  percent (18%) per annum on such cost  beginning on the fifth (5th) day
after presentation of the bill for such repairs is made by Landlord.

8.1.2.  Tenant  may  make  non-structural  alterations  or  improvements  to the
Property aggregating not more than Twenty-five Thousand Dollars ($25,000) in any
Lease  Year  without  Landlord's  consent  thereto.  Tenant  shall  not make any
non-structural  alterations  or  improvements  to  the  Property  in  excess  of
Twenty-five  Thousand  Dollars  ($25,000)  in any Lease  Year or any  structural
alteration,  addition or  improvement  to the Property  without first  obtaining
Landlord's consent thereto,  which consent shall not be unreasonably withheld or
delayed,  so long as the  value  of the  Property  is not  materially  decreased
thereby.  If Landlord so consents to any such proposed  alteration,  addition or
improvements  in excess of  Twenty-five  Thousand  Dollars  ($25,000),  Landlord
covenants  and agrees they will consider  participating  in the payment of costs
for  same  but  will  not be  obligated  to  participate;  if they  agree  to so
participate,  it shall be on terms and  conditions  which in all events  must be
satisfactory to Landlord. All such alterations, additions, and improvements will
be done in a good and workmanlike  manner in keeping with all building codes and
regulations and will in no way materially harm the structure of the Property.

8.1.3.  Tenant  shall (a) within  thirty  (30) days after  notice,  bond or have
released any  mechanic's,  materialman's  or other lien filed or claimed against
any or all of the Property by reason of labor or  materials  provided for Tenant
or any  of its  contractors  or  subcontractors,  or  otherwise  arising  out of
Tenant's use or occupancy of the  Property,  and  (b)defend,  indemnify and hold
harmless Landlord against and from any and all liability,  claim of liability or
expense  (including,  by way of  example  rather  than  of  limitation,  that of
reasonable  attorney's fees) incurred by Landlord on account of any such lien or
claim.

8.1.4. Landlord shall not be required to make any repairs or improvements to the
Property  or to furnish  any  services  under this  Lease.  Notwithstanding  any
provision in this Lease to the contrary,  Landlord  shall not be  responsible or
liable to Tenant for any injury or damage resulting to Tenant,  or its property,
from bursting,  stoppage,  or leaking of water,  gas,  sewer, or steam pipes, or
from any structural defect in the roof, exterior walls or the like.

8.1.5.  Tenant shall pay promptly  when due all charges,  costs and expenses for
gas, water, electricity, heat, cooling, sewage and all other utilities furnished
to or used in connection with the Property during the Term.

9.   SIGNS

         Tenant  agrees  that any sign,  advertisement  or notice  that shall be
inscribed, painted or affixed on any part of the Property shall be in compliance
with all  governmental  laws,  ordinances,  rules  and  regulations,  including,
without limitation, all zoning ordinances.

10.  LANDLORD'S RIGHT OF ENTRY

         Landlord  and its agents shall be entitled to enter the Property at any
reasonable time (a) to inspect the Property,  (b) to exhibit the Property to any
existing  or  prospective  purchaser  or  mortgagee,  or during the last six (6)
months of the term to any  prospective  Tenant,  or (c) to make any  alteration,
improvement  or repair to the  Property  which  Landlord is  authorized  to make
pursuant to this Agreement of Lease;  provided,  that Landlord shall (i) (unless
doing so is impractical  or  unreasonable  because of emergency)  give Tenant at
least  twenty-four  (24)  hours  prior  notice  of its  intention  to enter  the
Property,  and (ii) use  reasonable  efforts to avoid  interfering  more than is
reasonably necessary with Tenant's use and enjoyment thereof.

                                      115
<PAGE>
11.  FIRE AND OTHER CASUALTIES

11.1.  General. In the event that, at any time during the term of this Agreement
of Lease,  the  buildings  and  improvements  portion  of the  Property  (i) are
destroyed  or (ii) are damaged to the extent of  seventy-five  percent  (75%) or
more of their  Gross  Leaseable  Area,  then  within  sixty (60) days after such
damage or  destruction,  Tenant shall notify  Landlord of its exercise of or its
desire not to exercise the hereby  granted option to terminate this Agreement of
Lease not later than and  effective  on the end of such  sixty (60) day  period.
Failure to so exercise  such option will  obligate  Tenant to repair and restore
the Property as hereinafter  provided.  In all other events, Tenant shall repair
and restore the Property as hereinafter provided.

11.2.  Repair and  Rebuilding.  In the event that Tenant does not terminate this
Agreement  of Lease as  provided  for in  Section  11.1  above  and in all other
events,  then Tenant, at its own cost and expense,  shall,  subject to the other
provisions  of this  Section  11,  cause the same to be  repaired,  replaced  or
rebuilt as nearly as possible to its condition  immediately  prior to the damage
or  destruction  subject to such  alterations  or changes as Tenant may elect to
make in conformity  with Section 8 hereof  within a period of time which,  under
all prevailing circumstances,  shall be reasonable. If Tenant shall exercise its
option to  terminate  this  Lease,  this Lease  shall  expire  automatically  as
provided in  subsection  11.1 in which event Tenant shall be under no obligation
to repair, replace or rebuild the buildings and improvements on the Property but
shall  clear away the ruins and leave the Demised  Premises in a clean,  orderly
and sightly condition. In the event that (i) Tenant shall fail to give notice of
its  exercise  of its  option to  terminate  within  such  period or (ii) if the
buildings and  improvements on the Demised  Premises shall not be damaged to the
extent of more than  seventy-five  percent (75%) of this Gross  Leaseable  Area,
then,  Tenant shall,  subject to the other  provisions of this Section 11, cause
the same to be  repaired,  replaced  or rebuilt  at its own cost and  expense as
herein  provided.  If Tenant does not repair,  replace or rebuild any damaged or
destroyed buildings or improvements,  all insurance proceeds that are payable as
a result of the destruction or damage to such buildings or improvements plus the
deductible  (to be paid by Tenant),  if any,  shall be paid to Landlord and this
Agreement of Lease shall terminate on the date of such payment.

11.3.  Insurance  Trustee.  Except as  otherwise  provided  in this  Lease,  all
insurance  policy  proceeds  provided for in subsection  6.2.1 shall be paid and
delivered to an Insurance  Trustee  designated by Landlord and shall be held and
used for the following purposes with the Insurance Trustee having the powers and
duties contained herein:

11.3.1.  All proceeds  received by the Insurance Trustee from any such insurance
policy  shall  first be used,  by such  Insurance  Trustee as a fund (which fund
shall be deposited in a federally  insured  interest-bearing  account,  with any
interest  accruing  thereon becoming a part of the fund) for the restoration and
repair of any and all  buildings,  improvements  and  equipment  located  on the
Property  which have become  destroyed or damaged.  Such  proceeds in said trust
fund shall be used and  applied by the  Insurance  Trustee in  satisfaction  and
discharge of the cost of the restoration of the destroyed or damaged  buildings,
improvements and equipment.

11.3.2.  Said funds shall be paid out by the Insurance Trustee from time to time
to persons furnishing labor or materials,  or both,  including  architects' fees
and contractors'  compensation in the construction work, on vouchers approved by
a licensed architect or engineer (the "Project Architect or Engineer")  selected
by Tenant and  approved by  Landlord's  first  mortgagee,  and if none,  then by
Landlord,  and  employed  by Tenant to  superintend  the  work.  The  reasonable
expenses  or  charges  of  such  architect  or  engineer  shall  be paid by such
Insurance Trustee out of the trust fund.

11.3.3.  In the event that the amount of the insurance  proceeds is insufficient
to pay the actual  cost of repair or  reconstruction,  such  deficiency  will be
borne  and  provided  for by Tenant by  depositing  the same with the  Insurance
Trustee within twenty (20) days  following the request by the Insurance  Trustee
to Tenant  requesting a sum equal to the amount of such deficiency.  The initial
sum to be deposited with the Insurance  Trustee according to this Section 11.3.3
shall be all insurance proceeds that are payable and are then actually available
as a result of the  destruction  or damage to such  building.  Additionally  the
Insurance  Trustee  shall have the right to require  Tenant from time to time to
deposit such additional  amounts as the Insurance Trustee in consultations  with
the  Project  Architect  or  Engineer  shall deem  necessary  for such repair or
reconstruction.  Any surplus of funds deposited according to this Section 11.3.3
shall be returned to Tenant after repair or reconstruction is completed.

                                      116
<PAGE>
11.3.4. All reasonable fees, costs and charges of the Insurance Trustee shall be
paid out of the  insurance  proceeds to the extent that there are such  proceeds
over and beyond the amounts  required for repair and  restoration  as aforesaid;
otherwise  Landlord and Tenant agree that each will bear  one-half  (1/2) of the
fees, costs and charges of the Insurance Trustee.

11.3.5.  In the event that the Insurance  Trustee shall resign or for nay reason
be unwilling to act or continue to act,  then  Landlord  shall  substitute a new
trustee in the place and stead of the former pre-existing Insurance Trustee.

11.3.6.  Should a dispute arise between  Landlord and Tenant as to any provision
of this Section  11.3,  such dispute  shall be submitted to the Circuit Court of
the City of Richmond,  Virginia for  resolution,  and the  non-prevailing  party
shall  pay the  reasonable  attorney's  fees and court  costs of the  prevailing
party.

11.3.7. Notwithstanding the above, Landlord and Tenant may mutually agree not to
use an  Insurance  Trustee but may  mutually  agree to use some other  method to
effect the repair of such damage and destruction.

11.4. Abatement of Rent. During the term of this Lease, unless Tenant terminates
this lease according to the option described in Section 11.1 hereof, destruction
or damage in whole or in part to the buildings and  improvements  on the Demised
Premises shall,  during the period when the same are being repaired and rebuilt,
serve to abate the base rent to be paid to Landlord by Tenant  hereunder and the
payment of any other sums,  monies,  costs,  charges or expenses  required to be
paid by Tenant  hereunder  with such  abatements to be calculated by multiplying
such amounts by a fraction,  the numerator of which is the square footage of the
Demised  Premises that is being repaired or rebuilt and the denominator of which
is the total square footage of the Demised Premises.

11.5. Termination During Last Year of Lease Term. If during the last year of the
Term  the  Property  is  totally  destroyed  by  fire  or  other  casualty,   or
substantially damaged thereby to the extent that it is unfeasible for Tenant, in
Tenant's reasonable business judgment,  to conduct its business on the Property,
Tenant shall have the option, upon written notice to Landlord within thirty (30)
days from the date of such casualty,  to elect to terminate this Lease as of the
date of such  casualty,  and the insurance  proceeds plus the  deductible (to be
paid by Tenant to Landlord),  if any, shall be paid to Landlord.  If Tenant does
not exercise such option,  this Lease shall continue,  and Tenant shall promptly
upon  receipt  of the  proceeds  of  insurance  commence  to  restore  and shall
diligently  proceed  to  restore  said  Property  to as nearly as  possible  the
condition and character it was in immediately prior to the damage or destruction
with such variations and  alterations as may be permitted under this Lease,  all
as hereinabove provided.

11.6.  Tenant's  Losses.  In the event of any such damage or  destruction to the
Property,  Landlord shall not be liable to Tenant for loss of profits, expenses,
or any other  type of injury or  damage  resulting  from the  repair of any such
damage to the Property or any part thereof,  or for the termination of the Lease
as  provided  herein.  Tenant  assumes  the  risk of any and all  damage  to its
personal property in or on the Property from any casualty whatsoever.

12.  CONDEMNATION.

12.1.    Full Condemnation.

12.1.1.  If all or  substantially  all of the  Property  or such  portion of the
improvements  located  on  the  Property  as  to  render  the  balance  of  such
improvements  unsuitable in Landlord's  reasonable  judgment for the purposes of
Tenant is taken by the exercise of any power of eminent domain or is conveyed to
or at the  direction  of any  governmental  entity  under a  threat  of any such
taking, Landlord shall be entitled to collect from such condemning authority the
entire amount of any award made in any such proceeding or as  consideration  for
such conveyance,  without deduction  therefrom for any leasehold or other estate
held by Tenant  under this Lease,  this lease shall  terminate  on the date that
possession of the Property is taken by such  condemning  authority and all Rent,
Taxes and other charges  payable  hereunder will be apportioned and paid to such
date.

12.1.2.  Tenant hereby (a) assigns to Landlord all of Tenant's right,  title and
interest,  if any,  in and to any such  award (b)  waives  any right that it may
otherwise have in connection with such  condemnation,  against  Landlord or such
condemning  authority,  to any payment  for (i) the value of the  then-unexpired
portion  of the  Term,  (ii)  leasehold  damages,  and  (iii)  any  damage to or
diminution of the value of Tenant's  leasehold interest hereunder or any portion
of the Property not covered by such Condemnation,  and (c) agrees to execute any
and all  further  documents  which  may be  required  to  facilitate  Landlord's
collection of any and all such awards.

                                      117
<PAGE>
12.1.3.  Subject in all  events to the  operation  and  effect of the  foregoing
provisions of this Section,  Tenant may seek a separate  award on account of any
damages or costs incurred by Tenant as a result of such condemnation, so long as
such separate  award in no way  diminishes  any award or payment which  Landlord
would otherwise receive as a result of such Condemnation.

12.2.  Partial  Condemnation.  If a (i)  portion  of the  Property  that  is not
improved  by  buildings  or  structures  as of the date of this  Lease or (ii) a
portion  of the  improvements  portion  of the  Property  is so taken so that no
termination of this lease occurs according to subsection  12.1.1,  then Landlord
is entitled to collect from such  condemning  authority the entire amount of any
award in any such proceeding or as consideration  for any such conveyance,  this
lease shall not terminate and Landlord shall,  upon its receipt of such award in
condemnation, restore said building improvements to as complete a building as is
reasonably  and  practically  possible in design,  character  and quality of the
conditions  of the  building  immediately  prior to the  condemnation;  provided
however,  in any event,  Landlord  shall not be  required  to spend for any such
repair,  restoration  or  alteration  work an amount  in  excess of the  amounts
received by Landlord as damage for the taking of such building improvements part
of the Property and Tenant, at its own cost and expense shall make all necessary
repairs and alterations to its trade fixtures,  decoration, signs, machinery and
contents.  During the term of this Lease,  unless Tenant  terminates  this Lease
according to subsection  12.1.1,  partial  condemnation  of the Property  shall,
during the period when the same are being repaired,  restored and altered, serve
to abate  the base  rent to be paid to  Landlord  by  Tenant  hereunder  and the
payment of any other sums,  monies,  costs,  charges or expenses  required to be
paid by Tenant  hereunder  with such  abatements to be calculated by multiplying
such amount by a fraction,  the numerator of which is the square  footage of the
Demised  Property  that  is  being  repaired,   restored  and  altered  and  the
denominator of which is the total square footage of the Demised  Premises.  Base
Rent payable  after any such taking and after all such  repairs and  restoration
are effected by Landlord will  thereafter  be reduced in the same  proportion as
the gross  leaseable  area of the  improvements  is reduced and not repaired and
restored as provided for above by or as a consequence of such condemnation.

12.3.  Liability upon Condemnation.  If there is a condemnation,  Landlord shall
have no  liability  to Tenant on account  of any (a)  interruption  of  Tenant's
business  upon the  Property,  (b)  diminution  in  Tenant's  ability to use the
Property,  or (c) other injury or damage sustained by Tenant as a result of such
Condemnation.

12.4.  Condemnation  Proceedings.  Except for any  proceeding  brought by Tenant
under the provisions of subsection 12.1.3, Landlord shall be entitled to conduct
any such condemnation proceeding and any settlement thereof free of interference
from  Tenant,  and Tenant  hereby  waives any right  which it  otherwise  has to
participate therein.

13.  ASSIGNMENT AND SUBLETTING

13.1.  Landlord's Consent.  Tenant hereby acknowledges that Landlord has entered
into this Lease because of Tenant's financial  strength,  goodwill,  ability and
expertise and that, accordingly,  this Lease is one which is personal to Tenant,
and Tenant agrees that it will not directly or indirectly  (a) assign its rights
under this Lease, or (b) make or permit any total or partial sale,  lease,  use,
sublease,  assignment,  conveyance,  license,  mortgage,  pledge, encumbrance or
other transfer of this Lease,  any interest of Tenant in this Lease,  any or all
of the Property or the  occupancy or use thereof  (each of which is  hereinafter
referred to as a "Transfer"), without first obtaining Landlord's written consent
thereto (which consent shall not be unreasonably withheld by Landlord). Any such
consent shall not  constitute a consent to any subsequent  Transfer,  whether by
the person  hereinabove named as "Tenant" or by any such  transferee).  Landlord
shall be entitled to condition such consent upon the entry by such assignee into
an agreement with Landlord  providing for such  assignee's  assumption of all of
Tenant's  obligations  hereunder.  Any person to whom any  Transfer is attempted
without such consent shall have no claim,  right or remedy whatsoever  hereunder
against  Landlord,  and  Landlord  shall  have no duty to  recognize  any person
claiming  under or through the same.  No such action  taken with or without such
Landlord's consent shall in any way relieve or release Tenant and all guarantors
of  Tenant's  performance  under  this  Lease  from  liability  for  the  timely
performance of all of Tenant's obligations hereunder.  If Tenant fails to obtain
the written  consent of Landlord as provided in this Section 13.1 and undertakes
any  of  the  activities  described  therein,  then  in  addition  to  the  same
constituting  an Event of Default  hereunder  any and all  options to extend the
term of this lease as set forth in Section 2.4 of this Lease shall automatically
terminate and thereafter to be null and void and of no further force and effect.
For purposes of the foregoing  provisions of this subsection,  a transfer by any
person or persons  controlling  Tenant on the date hereof,  of such control to a
person or persons not  controlling  Tenant on the date hereof  shall be deemed a
Transfer of this Lease  except  that public  trading on the New York or American
Stock Exchange or in the NSDAQ over-the-counter market shall not constitute such
a Transfer.  Landlord  shall be  entitled  to be paid by Tenant  one-half of any
profit derived by Tenant from any Transfer.

                                      118
<PAGE>
14.  SUBORDINATION; ATTORNMENT AND NON-DISTURBANCE

14.1. Subordination of Lease. This Lease shall be subject and subordinate to the
lien of any and all  mortgages,  deeds of  trust,  ground  leases  and/or  other
similar instrument of encumbrance  heretofore or hereafter covering the Property
or any part thereof (and each renewal, modification, consolidation, replacement,
increase or extension  thereof) (each of which is  hereinafter  referred to as a
"Mortgage"), all automatically and without the necessity of any action by either
party  hereof;  provided that such  underlying  landlord or the holder of such a
Mortgage  in writing  (in  recordable  form) will agree that in the event of the
termination  of the  underlying  lease or  foreclosure  of the Mortgage (i) this
Lease shall not be  terminated  thereby and (ii)  Tenant's  right of  possession
hereunder  shall not be disturbed so long as Tenant is not in default under this
Lease.  Documentation  required  by any  such  Landlord,  the  holder  of such a
Mortgage  or  Tenant  under  this  Section  14.1  shall  be in a form  as may be
reasonably requested by such landlord or the holder of such a Mortgage and shall
be executed by all appropriate  parties to the extent required to give effect to
the subordination and other provisions provided for herein.  Landlord represents
that as of the date of this  Agreement  of Lease there are no mortgages or deeds
of trusts encumbering the Property.

14.2. Tenant's Execution of Documents. Subject to the provisions of Section 15.1
Tenant  shall,  promptly  at the  request of  Landlord or the holder of any such
Mortgage,  execute,  seal,  acknowledge  and deliver such further  instrument or
instruments,

14.2.1.  Evidencing such  subordination and  non-disturbance  as contemplated in
Section  15.1 as  Landlord  or the  holder  of such  Mortgage  deems  reasonably
necessary  or  desirable,  and (at the request of the holder of such a Mortgage)
attorning to such holder,

14.2.2.  Provided  that such holder agrees with Tenant that such holder will, in
the  event of  foreclosure  of any such  Mortgage  (or  termination  of any such
underlying  lease) take no action to interfere with Tenant's  rights  hereunder,
except on the occurrence of an Event of Default as defined in Section 15 hereof.

14.3.  Lease Made  Superior  Upon  Request.  Anything in this  Section 14 to the
contrary  notwithstanding,  in the event  any such  underlying  landlord  or any
Mortgagee requests that this Lease be made superior, rather than subordinate, to
any such  Mortgage,  then  Tenant,  within  ten (10) days  following  Landlord's
written request therefor, agrees to execute and deliver, without charge, any and
all documents (in form acceptable to Landlord and such  underlying  landlords or
Mortgagees) effectuating such priority.

15.  DEFAULT

15.1. Definition.  As used in the provisions of this Lease each of the following
events shall constitute and is hereinafter referred to as an "Event of Default";

15.1.1.  If  Tenant  fails  (a) to pay any  Rent or any  other  sum  which it is
obligated  to pay by any  provision  of this Lease,  when and as due and payable
hereunder  and  without  demand  therefor,  or (b) to  perform  any of its other
obligations under the provisions of this Lease; or

15.1.2.  If Tenant (a) applies for or consents to the appointment of a receiver,
trustee or liquidator  of Tenant or of all or a substantial  part of its assets,
(b) files a voluntary  petition in bankruptcy or admits in writing its inability
to pay its debts as they come due,  (c) makes an  assignment  for the benefit of
its creditors,  (d) files a petition or an answer seeking a reorganization or an
arrangement  with  creditors,  or seeks to take advantage of any insolvency law,
(e) performs any other act of bankruptcy,  or (f) files an answer  admitting the
material  allegation  of a  petition  filed  against  Tenant in any  bankruptcy,
reorganization or insolvency proceeding; or

15.1.3. If (a) an order, judgment or decree is entered by any court of competent
jurisdiction adjudicating Tenant as bankrupt or insolvent,  approving a petition
seeking such reorganization,  or appointing a receiver, trustee or liquidator of
Tenant or of all or a  substantial  part of its assets,  or (b) there  otherwise
commences as to Tenant or any of its assets any proceeding under any bankruptcy,
reorganization,  arrangement, insolvency, readjustment, receivership, or similar
law, and if such order,  judgment,  decree or proceeding  continues unstayed for
more than sixty (60) consecutive days after any stay thereof expires.

15.1.4.  If Tenant  (a)  assigns  its  rights  under  this Lease or (b) makes or
permits any total or partial sale, lease, use, sublease, assignment, conveyance,
license,  mortgage,  pledge,  encumbrance or other  transfer of this Lease,  any
interest of Tenant in this Lease,  any and all of the Property or the  occupancy
or use thereof without first obtaining Landlord's written permission.

                                      119
<PAGE>
15.1.5.  If Tenant is deemed to have occasioned an Event of Default  pursuant to
Paragraph  15.1 of the lease of even date  herewith by and between  Landlord and
Tenant for land more  particularly  described  in  Paragraph  2.4 as a 1.24 acre
parcel of land adjacent to the furniture storage and warehouse described in this
Lease, subject to the cure provisions contained therein, if any.

15.2. Notice to Tenant:  Grace Period.  Anything  contained in the provisions of
this Section to the contrary  notwithstanding,  on the occurrence of an Event of
Default Landlord shall not exercise any right or remedy which it holds under any
provision of this Lease or applicable law unless and until

15.2.1. Landlord has given written notice thereof to Tenant, and

15.2.2.  Tenant has failed within five (5) days after its receipt of such notice
to cure any Event of Default  described  in Section  15.1.1(a)  above and thirty
(30) days after its  receipt of such  notice to cure any other  Event of Default
described in Section 15.1.1(b) above; provided, that

15.2.3.  No such notice  shall be  required,  and Tenant shall be entitled to no
such grace period, (a) in any emergency situation in which Landlord acts to cure
an Event of Default or (b) in the case of any Event of Default enumerated in the
provisions of subsections 15.1.2, 15.1.3 or 15.1.4

15.3.  Landlord's Rights on Event of Default.  On the occurrence of any Event of
Default,  Landlord may (subject to the operation and effect of the provisions of
Section 15.2)

15.3.1. Re-enter and repossess the Property and any and all improvements thereon
and additions  thereto and remove all persons and property  therefrom  either by
summary  dispossess  proceedings or by a suitable action or proceeding at law or
in  equity,  or by force or  otherwise,  without  being  liable  for any  damage
therefor.  No re-entry by Landlord  shall be deemed an acceptance of a surrender
of this Lease;

15.3.2.  Declare the entire balance of the Rent for the remainder of the Term to
be due and payable for which  Tenant will  immediately  pay Landlord the present
value and worth of future  rentals  discounted to the date that would  otherwise
have been the expiration of the Term at a rate equal to the prime rate announced
by Crestar Bank as its primate  rate of lending on the date of such  declaration
by  Landlord;  and,  collect  such  amount in any manner not  inconsistent  with
applicable law;

15.3.3.           Terminate this Lease;

15.3.4.  Relet any or all of the Property for Tenant's account for any or all of
the remainder of the Term or for a period  exceeding  such  remainder,  in which
event Tenant shall pay to Landlord,  at the times and in the manner specified by
the  provisions  of Section 3, the Base Rent and any  Additional  Rent  accruing
during  such  remainder,  as well  as the  cost to  Landlord  of any  reasonable
attorney's  fees  or for  any  repairs  or cost of  reletting  or  other  action
(including  those taken in exercising  Landlord's  rights under any provision of
this  Lease)  taken by  Landlord  on account of such Event of Default  but in no
event shall  Landlord be liable in any respect for failure to relet the Property
or in the event of such reletting, for failure to collect the Rent thereunder it
being agreed by Tenant that  Landlord has no duty to mitigate  Tenant's  damages
and any sums  received by Landlord on a reletting in excess of the rent reserved
for this Lease shall belong to the Landlord.

15.3.5.  Cure such Event of Default in any other reasonable manner (after giving
Tenant  written  notice of  Landlord's  intention to do so except in the case of
emergency),  in which event Tenant shall  reimburse  Landlord for all reasonable
expenses  incurred by Landlord in doing so, plus interest thereon at a lesser of
the rate of twelve percent (12%) per annum or the highest rate then permitted on
account  thereof  by  applicable  law,  which  expenses  and  interest  shall be
Additional Rent and shall be payable by Tenant immediately on demand therefor by
Landlord; and/or

15.3.6.  Pursue  any  combination  of such  remedies  and/or  any  other  remedy
available to Landlord on account of such Event of Default at law or in equity.

                                      120
<PAGE>
15.4. Landlord's Right to Perform Tenant's Covenants. If Tenant shall default in
the  performance  of any  covenant  or  condition  in this Lease  required to be
performed  by  Tenant,   Landlord  may,  after  thirty  (30)  days'  notice  for
non-monetary defaults, or after five (5) days' notice in the event of a monetary
default or if, in Landlord's opinion, an emergency exists, perform such covenant
or  condition  for the account and at the expense of Tenant.  If Landlord  shall
incur  any  expense,  including  reasonable  attorney's  fees,  in  instituting,
prosecuting,  or defending any action or proceeding  instituted by reason of any
default  of  Tenant,  Tenant  shall  reimburse  Landlord  for the amount of such
expense.  In the event  Tenant,  pursuant to this Lease,  becomes  obligated  to
reimburse or otherwise pay Landlord any sum of money in addition to the specific
Rent, the amount thereof shall be deemed  Additional Rent and may, at the option
of Landlord, be added to any subsequent  installment of the Rent due and payable
under this Lease,  in which event,  Landlord shall have the remedies for default
in the payment  thereof  provided by this Lease.  The provisions of this Section
shall survive the termination of this Lease.

15.5.  No Waiver.  No action  taken by  Landlord  under the  provisions  of this
Section shall operate as a waiver of any right which  Landlord  would  otherwise
have against Tenant for the Rent hereby reserved or otherwise,  and Tenant shall
remain  responsible to Landlord for any loss and/or damage  suffered by Landlord
by reason of any Event of Default.

16.  ESTOPPEL CERTIFICATE

                  Tenant  shall  from time to time,  within  five (5) days after
being  requested  to  do  so  by  Landlord  or  any  mortgagee,  execute,  seal,
acknowledge and deliver to Landlord (or, at Landlord's  request, to any existing
or prospective purchaser, transferee, assignee or mortgagee of any or all of the
Property,  any  interest  therein or  Landlord's  rights  under  this  Lease) an
estoppel  certificate in recordable  form which shall include the status of this
Lease:  (a)  certifying  (i) that his Lease is unmodified  and in full force and
effect (or, if there had been any modification  hereof, that it is in full force
and effect as so  modified,  stating  therein the nature of such  modification);
(ii) the amount of the Base  Rent;  (iii) as to the dates to which the Base Rent
and any Additional Rent and other charges arising hereunder have been paid; (iv)
as to the amount of any  security  deposit or prepaid  Rent or any credit due to
Tenant hereunder;  (v) that Tenant has accepted possession of the Property,  and
the date on which the Term commenced; (vi) as to whether, to the best knowledge,
information and belief of the signer of such certificate,  Landlord or Tenant is
then in default in  performing  any of its  obligations  hereunder  (and, if so,
specifying  the nature of each such  default);  and (vii) as to any other factor
condition  requested by Landlord or such other addressee;  and (b) acknowledging
and agreeing that any statement contained in such certificate may be relied upon
by Landlord and any other addressee.

17.  QUITE ENJOYMENT

                  So long as  Tenant  is in  compliance  with the  terms of this
Lease, Tenant shall lawfully, peaceably and quietly have, hold, occupy and enjoy
the Demised Premises during the term of this Lease without hindrance or ejection
by Landlord.

18.  NOTICES

                  Any  notice,  demand,  consent,  approval,  request  or  other
communication  or document to be provided  hereunder  to a party hereto shall be
(a) given in writing,  and (b) deemed to have been given (i) upon  placement  as
certified or registered mail in the United States mails, postage prepaid, return
receipt  requested,  or sent by  Federal  Express  (or  other  express  delivery
services  which promise  delivery the following  business day) to the address of
such party set forth  hereinabove  or to such other address in the United States
of America as such party may designate  from time to time by notice to the other
or (ii) (if such party's  receipt  thereof is  acknowledged in writing) upon its
hand or  other  delivery  to such  party,  but if  directed  to  Tenant,  to the
attention of its Corporate Secretary.

19.  GENERAL

19.1.  Effectiveness.  This lease shall become  effective upon and only upon its
execution and delivery by each party hereto.

19.2. Entire Agreement. This Lease represents the complete understanding between
the parties  hereto as to the subject  matter  hereof,  and supersedes all prior
written  or  oral  negotiations,  representations,   warranties,  statements  or
agreements between the parties hereto as to the same.

19.3.  Amendment.  This Lease may be amended by and only by a written instrument
executed and delivered by each party hereto.

                                      121
<PAGE>
19.4. Applicable Law. This Lease shall given effect and construed by application
of the laws of the  Commonwealth  of  Virginia,  and any  action  or  proceeding
arising hereunder shall be brought in the courts of said state;  provided,  that
if such action or proceeding arises under the Constitution,  laws or treaties of
the United States of America, or there is a diversity of citizenship between the
parties thereto,  so that it is to be brought in a United States District Court,
it shall be brought in the United States District Court for the Eastern District
of Virginia.

19.5.  Waiver.  Landlord  shall not be deemed to have waived the exercise of any
right  which it holds  hereunder  unless such  waiver is made  expressly  and in
writing (and o delay or omissions by Landlord in exercising any such right shall
be deemed  to be a waiver  of its  future  exercise).  No such  waiver as to any
instance involving the exercise of any such right shall be deemed a waiver as to
any other such instance, or any other such right.

19.6. Time of Essence. Except as provided in Section 19.20 hereof, time shall be
of the essence of this Lease.

19.7.  Headings.  The  headings of the  Sections,  subsections,  paragraphs  and
subparagraphs  hereof  are  provided  herein  for and  only for  convenience  of
reference, and shall not be considered in construing their contents.

19.8.    Construction.  As used herein,

19.8.1.  The term "person" means a natural person, a trustee,  a corporation,  a
partnership and any other form of legal entity; and

19.8.2.  All  references  made (a) in the neuter,  masculine or feminine  gender
shall be deemed to have been made in all such  genders,  (b) in the  singular or
plural number shall be deemed to have been made, respectively,  in the plural or
singular  number  as well,  and (c) to any  Section,  subsection,  paragraph  or
subparagraph  shall,  unless  therein  expressly  indicated to the contrary,  be
deemed to have been made to such Section, subsection,  paragraph or subparagraph
of this Lease.

19.9. Exhibits. Each writing or plat referred to herein as being attached hereto
as an exhibit or otherwise designated herein as an exhibit hereto is hereby made
a part hereof.

19.10.  Severability.  No  determination  by any  court,  governmental  body  or
otherwise that any provision of this Lease or any amendment hereof is invalid or
unenforceable in any instance shall affect the validity or enforceability of (a)
any  other  such  provision,  or by  such  provision  in  any  circumstance  not
controlled  by such  determination.  Each  such  provision  shall be  valid  and
enforceable to the fullest  extent  allowed by, and shall be construed  wherever
possible as being consistent with, applicable law.

19.11.   Definition of "Landlord".

19.11.1.  As used herein, the term "Landlord" means the person hereinabove named
as such, and its heirs, personal  representatives,  successors and assigns (each
of whom shall have the same rights, remedies, powers, authorities and privileges
as it would have had, had it originally signed this Lease as Landlord).

19.11.2.  No person holding  Landlord's  interest hereunder (whether or not such
person is named as "Landlord"  herein) shall have any liability  hereunder after
such person ceases to hold such interest, except for any such liability accruing
while such person holds such interest.

19.11.3. Anything contained in this Lease to the contrary notwithstanding Tenant
agrees that it shall look  solely to the estate and  property of Landlord in the
Property  for  the  collection  of any  judgment  (or  other  judicial  process)
requiring the payment of money by Landlord in the event of any default or breach
by Landlord with respect to any of the terms and  provisions of this Lease to be
observed and/or performed by Landlord,  subject, however, to the prior rights of
the  holder  of any  Mortgage  covering  the  Property,  and no other  assets of
Landlord shall be subject to levy,  execution or other judicial  process for the
satisfaction of Tenant's claim. This provision shall not be deemed, construed or
interpreted  to be or  constitute  an  agreement,  express or  implied,  between
Landlord and Tenant that Landlord's  interest hereunder and in the Property,  or
any part thereof, shall be subject to impressment of an equitable lien.

                                      122
<PAGE>
19.11.4.  In the event of the sale,  assignment  or  transfer by Landlord of the
Property (other than a collateral  assignment to secure a debt of Landlord) to a
successor in interest who expressly  assumes the  obligations  of Landlord under
this Lease,  Landlord shall  thereupon be released or discharged from all of its
covenants and  obligations  under this Lease,  except such  obligations as shall
have accrued prior to any such sale,  assignment or transfer;  and Tenant agrees
to look solely to such successor in interest of Landlord for performance of such
obligations.   Any  securities  given  by  Tenant  to  Landlord  to  secure  the
performance of Tenant's obligations under this Lease may be assigned by Landlord
to such  successor in interest of Landlord;  and,  upon  acknowledgment  by such
successor  of  receipt  of such  security  and  its  express  assumption  of its
obligation to account to Tenant for such  security in accordance  with the terms
of this Lease,  Landlord  shall thereby be discharged of any further  obligation
relating  thereto.  Landlord's  assignment  of the Lease or of any or all of its
rights herein shall in no manner affect Tenant's obligations  hereunder.  Tenant
shall thereafter  attorn and look to such assignee as Landlord,  provided Tenant
has first received written notice of such assignment of Landlord's interest.

19.12.  Definition of "Tenant".  As used herein,  the term  "Tenant"  means each
person   hereinabove   named  as  such  and  such   person's   heirs,   personal
representatives,  successors  and  assigns,  each of whom  shall  have  the same
obligations,  liabilities,  rights and privileges as it would have possessed had
it  originally  executed this Lease as Tenant;  provided,  that no such right or
privilege  shall inure to the  benefit of any  assignee of Tenant or other party
referenced in Section 13 hereof,  immediate or remote,  unless the assignment to
such assignee or transferee is made in accordance with the provisions of Section
13.  Whenever two or more persons  constitute  Tenant,  all such persons hall be
jointly and severally liable for performing Tenant's obligations hereunder.

19.13. Memorandum of Lease. Tenant will at any time, at the request of Landlord,
promptly execute duplicate originals of an instrument, in recordable form, which
will  constitute a  memorandum  of lease,  setting  forth a  description  of the
Property,  the term of this Lease,  the  addresses  for the  parties,  all other
provisions or information  required by applicable law, and, excepting the rental
provisions, any other information as Landlord may reasonably request. This Lease
or memorandum of this Lease may be recorded,  at Landlord's or Tenant's  option,
and the party so recording agrees to pay all recordation  costs and taxes levied
thereon.

19.14.  Attorneys'  Fees. If any Rent or other debt owning by Tenant to Landlord
under this Lease is  attempted to be collected by or through an attorney at law,
the losing  party in any dispute  regarding  such Rent or debt agrees to pay the
reasonable attorneys' fees of the prevailing party in connection therewith.

19.15. Rights Cumulative.  All rights, powers and privileges conferred hereunder
upon parties  hereto shall be  cumulative  but not  restricted to those given by
law.

19.16. Brokers' Commission. Each party represents and warrants to the other that
there are no claims for  brokerage  commissions  or finder's  fees in connection
with the  execution of this Lease,  and each party agrees to indemnify the other
against,  and hold it harmless from, all liabilities arising from any such claim
(including,  without limitation, the cost of counsel fees) in connection with or
relating to brokers or finders.

19.17.  Corporate  Tenant.  If Tenant is or will be a  corporation,  the persons
executing this Lease on behalf of Tenant hereby covenant,  represent and warrant
that  Tenant  is  a  duly  incorporated  or  a  duly  qualified  (if  a  foreign
corporation) corporation and authorized to do business in the state in which the
Property  is  located;  and that the person or persons  executing  this Lease on
behalf of Tenant is an officer or are  officers  of such  Tenant,  and the he or
they as such officers were duly authorized to sign and execute this Lease.  Upon
request of Landlord to Tenant,  Tenant shall  deliver to Landlord  documentation
satisfactory to Landlord  evidencing  Tenant's compliance with the provisions of
this Section 19.17.

19.18.  Dower and  Curtesy.  Florence T.  Meyers,  Anne H. Meyers and  Nathaniel
Krumbein  join in this  Lease  for  the  sole  purpose  of  subordinating  their
respective  dower  and  curtesy  interest  in  the  Property  to the  terms  and
conditions of this Agreement of Lease.

19.19. Waiver of Jury Trial. Landlord and Tenant each waive trial by jury of any
or all issues arising in any action or proceeding  between the parties hereto or
their successors in connection with its Lease or any of its provisions.

                                      123
<PAGE>
19.20.  Force  Majeur.   Anything  contained  in  this  Lease  to  the  contrary
notwithstanding,  Landlord  shall not be deemed in default  with  respect to the
performance  of any  of the  terms,  covenants  and  conditions  of  this  Lease
incumbent  on it to  perform or be liable to the Tenant in damages if same shall
be due to any strike,  lockout,  civil commotion,  labor  controversy,  war-like
operation,  invasion,  rebellion,   hostilities,   military  or  usurped  power,
sabotage,  governmental regulation or control, inability to obtain any material,
service, fuel, supply or financing,  accidents, bombing threat, violence, threat
of  violence,  breach of peace,  Act of God or other cause beyond the control of
Landlord.

         IN WITNESS WHEREOF, each party hereto has executed this Lease or caused
it to be executed on its behalf by its duly  authorized  representatives,  as of
the day and year first above written.

                                    LANDLORD:


                                    /s/ Hyman Meyers
                                    -------------------------------
                                    HYMAN MEYERS


                                    /s/ S. Sidney Meyers
                                    -------------------------------
                                    S. SIDNEY MEYERS


                                    /s/ Amy M. Krumbein
                                    -------------------------------
                                    AMY M. KRUMBEIN


                                      124
<PAGE>




                                     TENANT:


                                     HEILIG-MEYERS FURNITURE COMPANY,
                                      a North Carolina corporation


                                     By:      /s/ Troy A. Peery, Jr.
                                     Name:
                                     Title:

                                     THIRD PARTY SIGNATORS:


                                      /s/  Florence T. Meyers
                                      ------------------------------
                                      FLORENCE T. MEYERS

                                      /s/      Anne H. Meyers
                                      ------------------------------
                                      ANNE H. MEYERS

                                      /s/     Nathaniel Krumbein
                                      ------------------------------
                                      NATHANIEL KRUMBEIN


                                      125
<PAGE>





                                    EXHIBIT A

TRACT ONE:  Beginning at a concrete  monument in the  southeastern  right-of-way
line of U.S.  Highway No. 264,  the same being  located  North 62-07 East 200.44
feet from a concrete  monument,  the  corner of the David A.  Evans and  Lyndale
property,  and runs thence with the highway right-of-way North 62-07 East 200.44
feet to the corner of the First Christian  Church lot; runs thence with the line
of said  Church  lot South  31-45  East 400 feet to a stake in said  line;  runs
thence South 58-15 West 200 feet to a concrete monument,  David A. Evans corner;
runs thence  North 31-45 West 412.87 feet to a concrete  monument in the highway
right-of-way,  the point of  BEGINNING,  containing  1.86  acres,  more or less,
reference  being made to that certain map prepared by William H. Utley,  R.L.S.,
entitled  "Hyman  Meyers et al",  of record in Map Book 20,  page 5, Pitt County
Registry, and being the same property leased by Heilig-Meyers Company from Hyman
Meyers,  Agent  according to the Lease dated  November 1, 1970,  and; TRACT TWO:
Tracts "B" and "C" as shown on the Site Plan  prepared June 3, 1985 attached and
made a part of this lease as Exhibit "B".



                                      126
<PAGE>