ASSIGNMENT AND ASSUMPTION OF LEASE

      THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
made  this  6 day of February, 2004, by and between TRANSMADISON,
LLC,  a Nevada limited liability company ("Assignor"), having  an
address at 1605 Lake Las Vegas Parkway, Henderson, Nevada  89011,
and AEI INCOME & GROWTH FUND 23 LLC, a Delaware limited liability
company,  AEI  INCOME & GROWTH FUND 25 LLC,  a  Delaware  limited
liability company, and AEI ACCREDITED INVESTOR FUND 2002  LIMITED
PARTNERSHIP,   a  Minnesota  limited  partnership  (collectively,
"Assignee"),  having  an address of 1300 Wells  Fargo  Place,  30
Seventh Street East, St. Paul, Minnesota 55101.

                      W I T N E S S E T H:

      WHEREAS,  Assignor  is the owner of certain  real  property
located  at  451  West  14  Mile Road, Madison  Heights,  Oakland
County, Michigan (the "Property");

      WHEREAS,  Assignor  has  leased the  Property  to  Sterling
Jewelers  LLC, a Delaware limited liability company ("Sterling"),
pursuant  to that certain Lease Agreement dated August  27,  2003
(the "Lease"); and

      WHEREAS,  Sterling  Jewelers, Inc., a Delaware  corporation
("Guarantor") has executed a Guaranty of Lease dated  August  27,
2003 (the "Guaranty"); and

      WHEREAS,  Assignor desires to assign its right,  title  and
interest  in and to the Lease and the Guaranty to AssEI Income  &
Growth Fund 23, LLC, an undivided forty-eight percent (48.0%)  as
a tenant in common; AEI Income & Growth Fund 25 LLC, an undivided
twenty-one  epercent (21.0%) interest as a tenant in common;  and
AEI  Accredited  Investor  Fund  2002  Limited  Partnership,   an
undivided  thirty-one percent (31.0%) interest  as  a  tenant  in
common,  and  Assignee desires to assume Assignor's right,  title
and interest in and to the Lease and the Guaranty;

      NOW,  THEREFORE, in consideration of the mutual  agreements
hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by each  of
the  parties  hereto, Assignor and Assignee do  hereby  agree  as
follows:

      1.    ASSIGNMENT.  Assignor hereby gives, grants, bargains,
sells,  conveys,  transfers  and sets  over  unto  Assignee,  its
successors  and assigns, as of the date first above written  (the
"Effective Date"), all of Assignor's right, title and interest in
and to the Lease and the Guaranty.

      2.    ACCEPTANCE  OF  ASSIGNMENT AND ASSUMPTION.   Assignee
hereby  accepts the foregoing assignment, and hereby assumes  and
agrees  to  be bound by and perform all of Assignor's obligations
and  liabilities to be performed and/or occurring under the Lease
and  the  Guaranty  on  or after the Effective  Date,  including,
without  limitation,  the  obligations  for  return  of  security
deposits as provided in the Lease and/or required by law, and any
and   all  obligations  for  any  and  all  leasing  commissions,
brokerage fees and similar payments which become due and  payable
after the Effective Date, including, without limitation, any  and
all  leasing  commissions, brokerage fees  and  similar  payments
which  become due and payable in connection with the exercise  of
any option or right under the Lease or the Guaranty.

      3.    INDEMNIFICATION.   (a)  Assignor  hereby  indemnifies
Assignee,  and  agrees to defend and hold harmless Assignee  from
and  against  any  and all liability, loss, damage  and  expense,
including  without limitation reasonable attorneys'  fees,  which
Assignee  may or shall incur under the Lease or the  Guaranty  by
reason  of  any  failure or alleged failure of Assignor  to  have
complied  with  or to have performed, before the Effective  Date,
the  obligations  of the landlord thereunder  which  were  to  be
performed before the Effective Date.

           (b)   Assignee hereby indemnifies Assignor, and agrees
to defend and hold harmless Assignor from and against any and all
liability, loss, damage and expense, including without limitation
reasonable  attorneys' fees, which Assignor may  or  shall  incur
under  the  Lease  or the Guaranty by reason of  any  failure  or
alleged  failure  of Assignee to comply with or  perform,  on  or
after  the  Effective Date, all the obligations of  the  landlord
thereunder  which are to be performed on or after  the  Effective
Date.

      4.    SUCCESSORS AND ASSIGNS.  The terms and conditions  of
this  Agreement  shall be binding upon and  shall  inure  to  the
benefit of the parties hereto and their respective successors and
assigns.

      5.   RETAINED RIGHTS.  Assignee hereby agrees that Assignor
may, at Assignor's election and expense, proceed at law or equity
to collect any delinquent rents accruing under the Lease prior to
the  Effective Date.  Assignor hereby agrees that Assignee  shall
have no obligation to collect any rent due prior to the Effective
Date  under  the  Lease; provided, however,  that  in  the  event
Assignee  is  paid  rent from a tenant that has  delinquent  rent
accruing  prior  to the Effective Date, and such  payment  is  in
excess  of current rent due and payable under the Lease  and  any
collection costs incurred by Assignee to collect such rents, then
Assignee agrees to pay such excess amount to Assignor as soon  as
reasonably practicable after the date of receipt by Assignee.

 [The remainder of this page has been intentionally left blank.
                   Signature pages to follow.]


      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
instrument  to  be duly executed on the day and  year  first  set
forth above.

ASSIGNOR:                TRANSMADISON, LLC,
                         a Nevada limited liability company

                         By:  TransMadison Management
                              Corporation,
                              a Nevada corporation, its managing
                              member


                              By:  /s/ John R Plunkett Jr
                              Name:  John R Plunkett Jr




STATE OF NEVADA          )
                         ) ss.
COUNTY OF CLARK          )

      The  foregoing was acknowledged before me this 29th day  of
January,   2004,  by  John  R  Plunkett  Jr,  the  President   of
TransMadison Management Corp., a Nevada corporation, the  manager
of  TransMadison,  LLC, a Nevada limited liability  company,  who
acknowledged the execution of the foregoing instrument to be  the
voluntary  act and deed of said corporation by authority  of  its
Board of Directors.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal in the County and State of aforesaid, the day
and year last above-written.

                                 /s/ Teresa A Neuman
                                      Notary Public
[notary stamp]


ASSIGNEE:                AEI INCOME & GROWTH FUND 23, LLC,
                         a Delaware limited liability company

                         By:  AEI FUND MANAGEMENT XXI, INC.,
                              a Minnesota corporation,
                              its General Partner


                              By: /s/ Patrick Keene
                              Name:  Patrick Keene
                              Title:  CFO


                         AEI INCOME & GROWTH FUND 25, LLC,
                         a Delaware limited liability company

                         By:  AEI FUND MANAGEMENT XXI, INC.,
                              a Minnesota corporation,
                              its General Partner

                         By: /s/ Patrick Keene
                         Name:  Patrick Keene
                         Title:  CFO

                         AEI ACCREDITED INVESTOR FUND 2002
                           LIMITED PARTNERSHIP,
                         a Minnesota limited partnership

                         By:  AEI FUND MANAGEMENT XVIII INC.,
                             a Minnesota corporation,
                             its General Partner


                         By: /s/ Patrick Keene
                         Name:  Patrick Keene
                         Title:  CFO


STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

      The  foregoing was acknowledged before me this 29th day  of
January,  2004, by Patrick Keene, the CFO of AEI Fund  Management
XXI,  INC., a Minnesota corporation, the General Partner  of  AEI
Income  &  Growth  Fund  23  LLC, a  Delaware  limited  liability
company,   who  acknowledged  the  execution  of  the   foregoing
instrument  to be the voluntary act and deed of said  corporation
by authority of its Board of Directors.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal in the County and State of aforesaid, the day
and year last above-written.

                              /s/ Jennifer L Schreiner
                                     Notary Public
[notary stamp]

STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

      The  foregoing was acknowledged before me this  29  day  of
January,  2004, by Patrick Keene, the CFO of AEI Fund  Management
XXI,  INC., a Minnesota corporation, the General Partner  of  AEI
Income  &  Growth  Fund  25  LLC, a  Delaware  limited  liability
company,   who  acknowledged  the  execution  of  the   foregoing
instrument  to be the voluntary act and deed of said  corporation
by authority of its Board of Directors.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal in the County and State of aforesaid, the day
and year last above-written.

                              /s/ Jennifer L Schreiner
                                    Notary Public
[notary stamp]

STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

     The foregoing was acknowledged before me this 29 day of
January, 2004, by Patrick Keene, the CFO of AEI Fund Management
XVIII, INC., a Minnesota corporation, the General Partner of AEI
Accredited Investor Fund 2002 Limited Partnership, a Minnesota
limited partnership, who acknowledged the execution of the
foregoing instrument to be the voluntary act and deed of said
corporation by authority of its Board of Directors.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal in the County and State of aforesaid, the day
and year last above-written.

                              /s/ Jennifer L Schreiner
                                     Notary Public
[notary stamp]






                           EXHIBIT "A"

                     Description of Property


Lots 1 through 5, inclusive, EXCEPT the Northerly 15.00 feet
thereof, including the 1/2 of the vacated alley adjacent thereto;
ALSO Lots 264 through 271 inclusive including the 1/2 of the
vacated alley adjacent to Lot 271 of JOHN R CLAWSON SUBDIVISION,
as recorded in Liber 35, Page 13 of Plats, Oakland County
Records.

Commonly known as 451 West 14 Mile Road, Madison Heights,
Michigan 48071.





                                                   Store No. 2405
                                             451 West 14 Mile Rd.
                                           Madison Hts., Michigan


                              LEASE

                             BETWEEN

                        TRANSMADISON, LLC
               a Nevada limited liability company

                               AND

                     STERLING JEWELERS LLC,
              a Delaware limited liability company


                     Dated: August 27, 2003






                              LEASE


     In consideration of the rents and covenants set forth below,
Landlord  (as  hereinafter defined) hereby leases to  Tenant  (as
hereinafter defined), and Tenant hereby leases from Landlord, the
Premises  (as hereinafter defined), upon the following terms  and
conditions:
                            ARTICLE 1
                  FUNDAMENTAL LEASE PROVISIONS

     The  provisions in this Article shall be referred to in this
Lease as the "Fundamental Lease Provisions."

     1.1  Exhibits to Lease. The following exhibits are  attached
to  and made a part of this Lease, and are incorporated herein by
reference:

     Exhibit "A".  The legal description of the Premises.

     Exhibit  "B".  The  site plan showing the  location  of  the
Premises  and the Building, parking areas, driveways  and  common
area  and containing other general infoffi1ation relative to  the
development of the Premises Site (the "Site Plan").

     Exhibit "C". A list of the plans and specifications prepared
and  provided  by  Landlord and approved by Tenant,  wherein  are
detailed  Landlord's  Work  (as  hereinafter  defined)   in   the
Premises.  Exhibit "C" shall include the plans and specifications
for Tenant's satellite dish.

     Exhibit  "C-l  ". The list of items which comprise  Tenant's
Work (as hereinafter defined).

     Exhibit  "D".  The  plans  and specifications  prepared  and
provided by Tenant and approved by Landlord, wherein are detailed
Tenant's exterior sign(s).

     Exhibit "E". The projected cost to perform Landlord's Work.

     Exhibit "F". Tenant's Trade Fixtures which shall remain  the
personal property of Tenant and may be removed upon expiration or
termination of this Lease.

     Exhibit "G ".The Sign Lease.



     1   .2   Definitions.  Unless  otherwise   defined   herein,
capitalized  terms  used in this Lease shall  have  the  meanings
listed in the Fundamental Lease Provisions.

Building:                      shall mean the building containing
                    approximately 5,780 square feet of floor area
                    and   all   improvements  thereto  (including
                    Tenant's  Work)  to  be  constructed  on  the
                    Premises  and  as identified on  Exhibit  "B"
                    attached hereto.

Madison Heights Purchase
and Sale Agreement:            shall  mean that certain agreement
                    between  SIGN  OF  THE BEEFCARVER,  INC.,  as
                    Seller, and Landlord, as buyer, entered  into
                    on or about July 1, 2003 whereby Landlord has
                    the  right  to  purchase  the  real  property
                    described on Exhibit " A ".

Commencement Date:        shall  mean the earlier of  sixty  (60)
                    days  after the Delivery Date or the day that
                    Tenant opens for and conducts business in the
                    Premises.

Construction Period:           shall  mean the period  commencing
                    upon  the execution of this Lease and  ending
                    one  hundred  fifty (150) days following  the
                    date of the Permit Approval Notice.

Delivery Date:                 shall  mean the date that Landlord
                    delivers   the   Premises  to  Tenant   with.
                    Landlord's  Work substantially complete  such
                    that Tenant may reasonably enter the Premises
                    to perform Tenant's Work.


Fixed Monthly Rent:             Eleven  and  one-quarter  percent
                    (11.25%) of the Premises Cost (as detailed on
                    Exhibit  "E") divided by twelve,  subject  to
                    proration  and  adjustment  as  provided   in
                    Section 2.3.

Force Majeure:                shall mean the occurrence of one of
                    the   below  listed  events  which  prevents,
                    delays or hinders the performance of any  act
                    required    hereunder:   strikes,   lockouts,
                    inability  to procure materials,  failure  of
                    power,   restrictive  governmental  laws   or
                    regulations,   riots,   insurrection,    war,
                    inclement weather (i.e. severe rain  or  snow
                    stOffi1s),  or  any other reason  of  a  like
                    nature not the fault of the party delayed  in
                    performing  work  or doing any  act  required
                    under the terms of this Lease.

Gross  Leasable  Area:          shall mean the number  of  square
                    feet of the Building. 2


Increase Date:                  fifth  (5th) anniversary  of  the
                    Commencement Date, and every five  (5)  years
                    thereafter, including Renewal Terms.

Increase Percentage:          ten percent (10%).


Initial Term:                  twenty  (20) Lease Years  and  any
                    Partial  Lease  Years,  commencing   on   the
                    Commencement Date.

Landlord:           TransMadison, LLC
                    Attention: John R. Plunkett, Jr.
                    1605 Lake Las Vegas Parkway
                    Henderson, Nevada 89011
                    FAX: (702) 564-9886

With a copy to:

                    Stephen Shapiro, Esq.
                    1605 Lake Las Vegas Parkway
                    Henderson, Nevada 89011
                    FAX: (702) 565-2266

Landlord' s Work:         shall mean the work to be performed  by
                    or   at   the   direction  of   Landlord   in
                    constructing  the Premises, the Building  and
                    related  improvements, as  more  particularly
                    specified  in  Article 15 below  and  Exhibit
                    "C".

Lease Year:                    shall mean a period of twelve (12)
                    consecutive calendar months during the  Term,
                    the  first of which shall begin on the  first
                    day    of   February   next   following   the
                    Commencement  Date, (unless the  Commencement
                    Date  shall be the first day of February,  in
                    which  event the first lease year shall begin
                    on  the Commencement Date) and ending on  the
                    following January 31.

Partial Lease Years:           shall mean the period, if any,  of
                    fewer  than twelve (12) consecutive  calendar
                    months between the Commencement Date and  the
                    first  day  of the first Lease Year  and  the
                    period, if any.

Permitted Uses:           shall  mean  the display and  sale,  at
                    retail,  of  gold, silver, diamonds,  colored
                    gemstones  and  other fine jewelry,  watches,
                    and  clocks, crystal, porcelain, and  related
                    items  normally sold in Tenant's other stores
                    and, as incidental thereto, the repair and/or
                    appraisal of same.



Plans and Specifications:        shall   mean   the   plans   and
                    specifications  for the construction  of  the
                    Premises, a list of which is attached  hereto
                    as  Exhibit "C", as the same may be  modified
                    by  written agreement by and between Landlord
                    and Tenant.

Premises:                      that certain real property, to  be
                    improved   by   Landlord,  more  particularly
                    described  in Exhibit "A" together  with  all
                    improvements  thereon, as generally  depicted
                    on  the Site Plan, located in Oakland County,
                    Michigan.

Premises Cost:                 shall  mean  the cost  to  perform
                    Landlord's  Work, which cost is  computed  on
                    Exhibit "E" attached hereto and made  a  part
                    hereof, subject to adjustment as provided  in
                    Article 2.3.

Premises Site:                 shall  mean the land described  on
                    Exhibit  "A" Renewal Terms: two (2) terms  of
                    five  (5)  year(s) each. Seller:  shall  mean
                    Sign of the Beefcarver, Inc.

Sign Drawings:                   shall   mean   the   plans   and
                    specifications for Tenant's exterior sign (s)
                    on  the Premises, in the form of Exhibit "D",
                    as  the  same  may  be  modified  by  written
                    agreement by and between Landlord and Tenant.

Tenant:             Sterling Jewelers LLC 375 Ghent Road
                    Akron, Ohio 44333
                    Attn: Real Estate Department
                    FAX: (330) 668-5050

With copies to:

                    Brouse McDowell LP A
                    1001 Lakeside A venue, Suite 1600
                    Cleveland, Ohio 44114
                    Attn: David A. Lum, Esq.
                    FAX: (216) 830-6807

Tenant's Work:                 shall mean the work, if any, to be
                    performed by or at the direction of Tenant in
                    fixturing  the Premises as more  specifically
                    identified   on  Exhibit  "C-1  ",   attached
                    hereto.

Tenant's Trade Fixtures:       those  items  listed  on  attached
                    Exhibit  "F", which are and shall remain  the
                    personal property of Tenant.


                            ARTICLE 2
                          TERM AND RENT

     2.1  The Initial Term of this Lease shall be as set forth in
the Fundamental Lease Provisions. Provided Tenant is not then  in
default under this Lease, Tenant shall have the option to  extend
the  Initial  Term  by  the  number of successive  Renewal  Terms
described in the Fundamental Lease Provisions by giving  Landlord
written  notice of its election to extend the term of this  Lease
by  the  succeeding Renewal Term not less than one hundred eighty
(180)  days prior to expiration of the Initial Term or the  then-
running Renewal Term, as the case may be. Excepting the amount of
the Fixed Monthly Rent, as adjusted, the terms and conditions  of
this  Lease  shall  apply during each Renewal Term.  The  Initial
Term,  as it may be extended by one or more Renewal Terms,  shall
be hereinafter referred to as the "Lease Term."

     2.2 Intentionally Omitted.

     2.3  Fixed  Monthly Rent. For the use and occupancy  of  the
Premises,  Tenant shall pay Landlord the Fixed Monthly  Rent,  in
advance  and without demand, commencing on the Commencement  Date
and continuing on the first day of each calendar month thereafter
during the Lease Term, without any offset or deduction except  as
specifically  provided  for herein. The  Fixed  Monthly  Rent  in
effect  immediately prior to the Increase Date shall increase  by
the  Increase Percentage on each Increase Date. Should the  Lease
Term  commence  on a day other than the first day of  a  calendar
month,  then the rental for such first fractional month shall  be
computed  on  a daily basis for the period from the  Commencement
Date  to  the  end of such calendar month at an amount  equal  to
1/30th  of the Fixed Monthly Rent for each day. Should the  Lease
Term  end  on a day other than the last day of a calendar  month,
then the rental for such fractional month shall be computed on  a
daily  basis  at an amount equal to 1/30th of the  Fixed  Monthly
Rent  for  each day. Tenant shall pay Landlord the Fixed  Monthly
Rent  in  lawful  money of the United States at the  address  for
Landlord  set  forth in the Fundamental Lease Provisions,  or  to
such  other  persons  or  at such other places  as  Landlord  may
designate  in writing to Tenant. Landlord and Tenant  acknowledge
that the Premises Cost computation on Exhibit "E" is an estimate,
and  agree  to  supplement and/or amend  Exhibit  "E"  after  the
Premises  Cost is actually determined. Landlord and Tenant  shall
retroactively adjust the Fixed Monthly Rental payments  once  the
computation of Exhibit "E" has been finalized. In the  event  the
cost  of developing and constructing the Premises, including  the
Building  and related improvements, increases as a  result  of  a
change in the Plans and Specifications requested by Tenant or  an
unforeseen  event  or  circumstance beyond  the  control  of  the
parties  hereto, such increase in cost shall, at  the  option  of
Tenant,  (i) be paid by Tenant; or (ii) be added to the  Premises
Cost  and  Fixed  Monthly  Rent shall  be  adjusted  accordingly;
provided, however, that if the additional cost of developing  and
constructing  the  Premises is due to  the  gross  negligence  or
willful  misconduct  of  Landlord,  then  Tenant  shall  have  no
liability  therefor and the Premises Cost and Fixed Monthly  Rent
shall  not be increased as a result thereof, such cost being  the
sole responsibility of Landlord.


     2.4  Additional Rent. In addition to the Fixed Monthly Rent,
as  increased,  Tenant  shall  pay to  the  parties  respectively
entitled  thereto all insurance premiums, Taxes  (as  defined  in
Article  4), operating charges, maintenance charges, construction
costs,  reasonable  accounting and  legal  fees,  and  any  other
charges,  costs  and expenses which arise or may be  contemplated
under  any  provision  of  this  Lease  during  the  Lease   Term
(collectively , the " Additional Rent"). Tenant shall furnish  to
Landlord,  promptly  after  payment of  any  Taxes  or  insurance
premiums,  and,  with  respect  to  any  other  Additional  Rent,
promptly  upon  request of Landlord, official receipts  or  other
satisfactory  proof evidencing payment of such  Additional  Rent.
Upon  Tenant's failure to pay such Additional Rent on  more  than
one  occasion during any twelve month period, where after written
notice  thereof  from  Landlord to Tenant such  second  event  of
failure  shall  continue for a period often (10)  days,  Landlord
shall  have the option to require Tenant to deposit with Landlord
(i)  funds  sufficient for the payment of the current  Additional
Rent  required  to  be paid by Tenant hereunder,  and  (ii)  one-
twelfth  of the current annual or annualized Additional Rent,  as
the  case may be (or those of the preceding years if the  current
amounts thereof have not been fixed), in advance and on the  same
day upon which the Fixed Monththy Rent is due.

     2.5  Late  Charge. If any installment of the  Fixed  Monthly
Rent, or any other payment provided for under this Lease which is
payable  by Tenant, is not received by Landlord within  ten  (10)
days  after  written  notice from Landlord to  Tenant  that  such
payment is overdue, Tenant shall pay Landlord an amount equal  to
4%  of  the  overdue  amount  as a late  charge  (the  "Charge").
Landlord and Tenant agree that the Late Charge represents a  fair
and reasonable estimate of the costs that Landlord will incur  by
reason of any such late payment by Tenant. Acceptance of the Late
Charge  by  Landlord  shall not constitute a waiver  of  Tenant's
default, if any, with respect to the overdue amount, nor  prevent
Landlord  from exercising any other rights and remedies available
to Landlord under this Lease.

     2.6 Interest on Overdue Amounts. The Fixed Monthly Rent, the
Additional  Rent  and all other amounts due Landlord  under  this
Lease  which are not paid when due shall bear interest at  a  per
annum  rate  equal to the prime rate of interest charged  by  the
then  largest chartered bank in the state where the  Premises  is
located  plus 2% from the date due until paid; provided, however,
that  if such rate shall exceed the lawful rate of interest which
Landlord is entitled to charge under applicable law, then the per
annum  rate of interest on any such overdue amounts shall be  the
maximum rate permitted by applicable law.

     2.7  Net  Lease.  This Lease is what is  commonly  called  a
"triple  net  lease,"  it being understood  that  Landlord  shall
receive  the  Fixed Monthly Rent free and clear of  any  and  all
Taxes,  other  Additional  Rent, liens, charges,  liabilities  or
expenses of any nature whatsoever incurred in connection with the
ownership and operation of the Premises.

                            ARTICLE 3
                       USE OF THE PREMISES

     3.1  Use  of  the  Premises. Tenant shall use  the  Premises
solely  for  the  Permitted  Uses or any  other  lawful  purpose;
provided,  however, that any such use shall  be  subject  to  all
matters  of  record,  and shall not diminish  the  value  of  the
Premises or violate any applicable zoning codes



or any existing exclusive or restrictive uses then in effect with
respect to the Premises.

     3.2  Condition of Premises. Except as otherwise provided  in
this  Lease  including, but not limited to,  Article  15  hereof,
Tenant  accepts  the  Premises in  its  ''as  is"  condition  and
acknowledges that Landlord makes no warranty with respect to  the
Premises.

     3.3 Compliance With Law.

     3.3.1 Tenant shall, at Tenant's sole expense, comply in  all
material  respects with all applicable laws, ordinances,  orders,
rules,  or regulations of any governmental authorities  and  with
any  directive  of  any  public officer which  shall  impose  any
violation, order or duty upon Landlord or Tenant with respect  to
the Premises or the use or occupation thereof or signage thereon,
including,  without limitation, any governmental law or  statute,
rule,  regulation, ordinance, code, policy or rule of common  law
now or hereafter in effect relating to the environment, health or
safety.

     3.3.2 Tenant shall not use or permit the Premises to be used
in  any  manner which will result in waste, reasonable  wear  and
tear  and  casualty  damage (to the extent  not  required  to  be
repaired  or restored by Tenant pursuant to this Lease) excepted,
or  the  creation  of a nuisance, and Tenant shall  maintain  the
Premises   free   of   any  objectionable   noises,   odors,   or
disturbances.

     3.4 Environmental Compliance. Excepting acts or omissions of
Landlord  or  its  agents,  for  which  Tenant  shall   have   no
liabilities, Tenant acknowledges the following:

     3.4.1  Tenant  shall, at its sole cost and  expense  at  all
times   during  the  Term,  comply  in  all  respects  with   the
Environmental Laws (as defined below) in its use and operation of
the Premises.

     3.4.2  Tenant shall not use the Premises for the purpose  of
storing  Hazardous  Materials  (as defined  below)  except  those
Hazardous  Materials commonly used in the type of business  being
conducted  by  Tenant on the Premises and provided such  use  and
storage  is  in full compliance with the Environmental  Laws  and
other  applicable  law, and shall not cause the  release  of  any
Hazardous Materials.

     3.4.3   Tenant  shall  notify  Landlord  promptly   and   in
reasonable  detail in the event that Tenant becomes aware  of  or
suspects  (i)  the  presence of any Hazardous  Materials  on  the
Premises  (other  than  any  Permitted  Hazardous  Materials,  as
defined below), or (ii) a violation of the Environmental Laws  on
the Premises.

     3.4.4  If Tenant uses or permits the Premises to be used  so
as to subject Tenant, Landlord or any occupant of the Premises to
a  claim of violation of the Environmental Laws (unless contested
in  good faith by appropriate proceedings). Tenant shall. at  its
sole  cost  and expense, immediately cease or cause cessation  of
such  use  or  operations and shall remedy and  [fully  cure  any
conditions arising therefrom.



     3.4.5  At  its  sole  cost  and expense,  Tenant  shall  (i)
immediately  pay,  when  due, the cost  of  compliance  with  the
Environmental Laws within the Premises required as  a  result  of
any acts or omissions of Tenant, or as otherwise required by this
Lease,  and  (ii)  keep the Premises free of  any  liens  imposed
pursuant  to the Environmental Laws. Tenant shall, at all  times,
use, handle and dispose of any Permitted Hazardous Material in  a
commercially  reasonable  manner  and  in  compliance  with   the
Environmental  Laws  and  applicable industry  standards.  Tenant
shall cooperate with Landlord in any program between Landlord and
any  governmental entity for proper disposal and/or  recovery  of
any Permitted Hazardous Material.

     3.4.6   Tenant  shall  indemnify,  save  and  hold  Landlord
harmless  from and against any claim, liability, loss, damage  or
expense  (including,  without limitation,  reasonable  attorneys'
fees  and  disbursements) arising out of  any  violation  of  the
covenants of Tenant contained in this Section by Tenant,  or  out
of any violation of the Environmental Laws by Tenant, its owners,
employees,  agents, contractors; customers, guests and  invitees,
which  indemnity  obligation  shall  survive  the  expiration  or
termination of this Lease.

     3.4.7 In the event that Tenant fails to comply with the  any
of   the  foregoing  requirements  of  this  Section,  after  the
expiration  of  the cure period permitted under the Environmental
Laws,  if  any, Landlord may, but shall not be obligated  to  (i)
elect  that such failure constitutes a default under this  Lease;
and/or  (ii) take any and all actions, at Tenant's sole cost  and
expense,  that Landlord deems necessary or desirable to cure  any
such noncompliance. Tenant shall reimburse Landlord for any costs
incurred  by  Landlord  in  exercising  its  options  under  this
subsection within five (5) days after receipt of a bill therefor.

     3.4.8   Landlord  shall  indemnify,  save  and  hold  Tenant
harmless  from and against any claim, liability, loss  damage  or
expense  (including,  without limitation,  reasonable  attorneys'
fees and disbursements) arising out of or in any way relating  to
any  violation of the Environmental Laws by or the  existence  or
presence  of Hazardous Materials on the Premises due to the  acts
or   omissions  of  Landlord,  its  owners,  employees,   agents,
contractors,   invitees  or  representatives,   which   indemnity
obligation shall survive the, expiration or termination  of  this
Lease.

     3.4.9  Landlord acknowledges and covenants that in the event
that  through  no  fault of Tenant, Tenant's use,  occupancy  and
enjoyment  of  the  Premises ("Occupancy")  shall  be  materially
interfered with by reason of the existence or remediation of  any
Hazardous  Materials for a period of two (2) years or more,  then
Tenant  shall  have the right to terminate this Lease  by  giving
written  notice to Landlord of its election to do  so,  whereupon
this Lease shall automatically terminate and end effective as  of
the  date of such notice and neither party shall have any further
obligations  hereunder; PROVIDED, HOWEVER, Landlord  may  nullify
Tenant's  notice  of termination if at the time  such  notice  is
given  Landlord shall be diligently prosecuting the rectification
of such Hazardous Materials interference and thereafter completes
the  rectification in accordance with all applicable governmental
laws,  codes,  regulations and requirements within one  (I)  year
after  the  date  of Tenant's termination notice, whereupon  this
Lease shall continue in full force and effect in accordance  with
its terms. During any time period where Tenant's Occupancy is  so
interfered,  Landlord  and  Tenant agree  to  work  together  and
cooperate with one another to rectify and remediate any Hazardous
Materials existing on the


Premises  and  to recover any and all costs and expenses  related
thereto from the party responsible for such Hazardous Materials.

     3.4.10  The  provisions of this Section  shall  survive  the
expiration or termination of the Lease Term.

     Capitalized  terms  used in this Section and  not  otherwise
defined herein shall have the following meanings.

     "Hazardous Materials" means any of the following as  defined
by the Environmental Laws: solid wastes; medical or nuclear waste
or   materials;  toxic  or  hazardous  substances;  natural  gas,
liquefied  natural gas or synthetic fuel gas; petroleum  products
or   derivatives,  wastes  or  contaminants  (including,  without
limitation,  polychlorinated biphenyls); paint  containing  lead;
urea-formaldehyde  foam insulation; asbestos (including,  without
limitation, fibers and friable asbestos); explosives;  discharges
of  sewage  or  effluent; and any other substance, gas  or  other
material regulated by federal, state, local or other governmental
laws, ordinances, or restrictions.

     "Environmental    Laws"   means    all    requirements    of
environmental, ecological, health, or industrial hygiene laws  or
regulations  or  rules  of common law related  to  the  Property,
including  all requirements imposed by any law, rule,  order,  or
regulation   of   any   federal,  state,  or   local   executive,
legislative,  judicial,  regulatory,  or  administrative  agency,
board, or authority, which relate to (i) noise; (ii) pollution or
protection  of  the air, surface water, ground  water,  or  land;
(iii)  solid,  gaseous,  or liquid waste  generation,  treatment,
storage,  disposal, or transportation; (iv) exposure to Hazardous
Materials;  or  (v)  regulation of the  manufacture,  processing,
distribution   and  commerce,  use,  or  storage   of   Hazardous
Materials.

     "Permitted Hazardous Material" means any Hazardous Materials
which are necessary and commercially reasonable for the provision
of  any  good or service related to the Permitted Uses,  provided
the  use  and  storage  thereof is in full  compliance  with  the
Environmental Laws and other applicable laws.

     3.5  Permits  and  Licenses. After  Tenant's  acceptance  of
Landlord's  delivery  of  the Premises, Tenant  shall  be  solely
responsible  to  apply  for and secure  any  building  permit  or
pemlission  of any duly constituted authority for the purpose  of
doing  any  of the things which Tenant is required or peffi1itted
to do under the provisions of this Lease.


                            ARTICLE 4
                       TAXES AND UTILITIES

     4.1 Payment of Taxes. Tenant shall pay the Taxes (as defined
in  the following Section) applicable to the Premises during  the
Lease Term. Landlord shall provide Tenant with copies of any  tax
bills  applicable to the Premises promptly after receipt of  such
bills. All such


payments  shall  be  made at least ten (10)  days  prior  to  the
delinquency  date of such payment. Tenant shall promptly  furnish
Landlord  with  satisfactory evidence that such Taxes  have  been
paid. If any such Taxes paid by Tenant shall cover any period  of
time  prior  to,  or  after the expiration of,  the  Lease  Term,
Landlord shall reimburse Tenant to the extent required. If Tenant
shall  fail to pay any such Taxes, Landlord shall have the  right
(but  not  the obligation) to pay the same, in which case  Tenant
shall repay such amount plus any penalties and interest resulting
therefrom  to  Landlord within five (5) days after receipt  of  a
bill therefor.

     4.2  Definition of "Taxes". As used herein, the  term  shall
include:

     4.2.1  any  form  of real estate tax or assessment,  special
taxes  and  assessments, ad valorem tax  or  gross  receipts  tax
imposed  by any authority having the direct or indirect power  to
tax, including any city, county, state, or federal government, or
any  school,  agricultural, sanitary, fire, street, drainage,  or
other  improvement district thereof, on, against or with  respect
to  the Premises, this Lease, any legal or equitable interest  of
Landlord or any superior landlord in the Premises, or in the real
property  of which the Premises are a part, Landlord's  right  to
rent or other income therefrom and Landlord's business of leasing
the Premises;

     4.2.2  any tax, fee, levy, assessment, penalty, interest  or
other  charge  (i) in substitution of, partially or totally,  any
tax, fee, levy, assessment, or charge hereinabove included within
this definition of Taxes, or (ii) any tax or increase in any  tax
which  is  imposed as a result of a transfer, either  partial  or
total, of Landlord's interest in the Premises to Tenant, or (iii)
any  tax  or increase in tax which is imposed by reason  of  this
transaction,  any  modifications  or  changes  hereto,   or   any
transfers hereof; and

     4.2.3   all   inspection   fees,  taxes,   bonds,   permits,
certificates,  assessments  and sales,  use,  property  or  other
taxes, fees or tolls of any nature whatsoever (together with  any
related  interest or penalties) now or hereafter imposed  against
Landlord  or  Tenant  by  any federal,  state,  county  or  local
governmental  authority upon or with respect to the Premises,  or
the  use thereof, or upon the possession, leasing, use, operation
or  other  disposition thereof, or upon the  rents,  receipts  or
earnings arising therefrom or upon or with respect to this Lease;
and

     4.2.4  all  taxes  assessed against and  levied  upon  trade
fixtures, furnishings, equipment, and all other personal property
of  Tenant  contained in the Premises or elsewhere, which  Tenant
shall  cause  to  be separately assessed and billed  directly  to
Tenant.

     Tenant  shall pay when due, and indemnify and hold  Landlord
harmless  from  and  against,  any  Taxes.  Notwithstanding   the
foregoing,  the term shall not include any general income  taxes,
inheritance taxes, and estate taxes imposed upon Landlord.

     4.3 Tenant's Right to Contest Taxes.

     4.3.1  Tenant  shall have the right, at its  sole  cost  and
expense, to contest the amount or validity. in whole or in  part,
of  any Taxes by appropriate proceedings diligently conducted  in
good faith, but no such contest shall be carried on or maintained
by Tenant after the time limit


for  the  payment of any Taxes unless Tenant shall  (i)  pay  the
amount  involved under protest; (ii) procure and maintain a  stay
of  all  proceedings  to  enforce any collection  of  any  Taxes,
together with all penalties, interest, costs and expenses,  by  a
deposit of a sufficient sum of money, or by such undertaking,  as
may  be required or permitted by law to accomplish such stay;  or
(iii)  deposit with Landlord, as security for the performance  by
Tenant  of its obligations hereunder with respect to such  Taxes,
120%  of  such contested amount or such other reasonable security
as  may  be reasonably demanded by Landlord to insure payment  of
such  contested  Taxes  and all penalties,  interest,  costs  and
expenses which may accrue during the period of the contest.  Upon
the  termination of any such proceedings, Tenant  shall  pay  the
amount  of  such Taxes or part thereof, as finally determined  in
such  proceedings, together with any costs, fees  (including  all
reasonable  attorneys'  fees and expenses),  penalties  or  other
liabilities in connection therewith; provided, however,  that  if
Tenant  has  deposited cash or cash equivalents with Landlord  as
security  under clause (iii) above, then, so long as  no  default
exists under this Lease, Landlord shall arrange to pay such Taxes
(or  part  thereof) together with the applicable costs, fees  and
liabilities  as  described  above  out  of  such  cash  or   cash
equivalents and returl.1 any unused balance, if any,  to  Tenant.
Otherwise, Landlord shall return to Tenant all amounts,  if  any,
held  by or on behalf of Landlord which were deposited by  Tenant
in  accordance  with such clause (iii). In the event  enforcement
proceedings are commenced with respect to any unpaid Taxes during
a  contest  by Tenant, Landlord shall have the right to  pay  all
amounts  which  are subject to such enforcement  proceedings  and
Tenant shall reimburse Landlord for such amounts within five  (5)
days  after  receipt  of written demand therefor  from  Landlord.
Tenant  shall  indemnify  and hold harn1less  Landlord  from  any
increase  in Taxes resulting from Tenant's exercise of its  right
to contest Taxes.

     4.3.2  Tenant shall have the right, at its cost and expense,
to  seek a reduction in the valuation of the Premises as assessed
for  tax  purposes and to prosecute any action or  proceeding  in
connection   therewith.  Provided  Tenant  is  not   in   default
hereunder, Tenant shall be authorized to retain any tax refund of
any tax paid by Tenant.

     4.3.3  Landlord agrees that whenever Landlord's  cooperation
is  required  in any proceeding brought by Tenant to contest  any
tax,  Landlord  will reasonably cooperate therein, provided  same
shall  not  entail  any cost, liability or expense  to  Landlord.
Tenant  shall  pay, indemnify and save Landlord harmless  of  and
from, any and all liabilities, losses, judgn1ents, decrees, costs
and  expenses  (including  all  reasonable  attorneys'  fees  and
expenses) in connection with any such contest and shall, promptly
after  the final settlement, fully pay and discharge the  amounts
which  shall  be  levied,  assessed, charged  or  imposed  or  be
determined to be payable therein or in connection therewith,  and
Tenant  shall  perform and observe all acts and obligations,  the
performance  of  which shall be ordered or decreed  as  a  result
thereof.  No such contest shall subject Landlord to the  risk  of
any  civil  liability or the risk of any criminal liability,  and
Tenant  shall  give  such  reasonable indemnity  or  security  to
Landlord  as  may  reasonably be demanded by Landlord  to  insure
compliance with the foregoing provisions of this Section.

     4.4  Payment  of Utilities. Tenant shall pay to the  utility
companies  or other parties entitled to payment the cost  of  all
water,  heat, air conditioning, gas, electricity, telephone,  and
other  utilities  and services provided to or for  the  Premises,
including,  without limitation, connection fees (unless  provided
for on Exhibit "F") and taxes thereon.

                            ARTICLE 5
                  INSURANCE AND INDEMNIFICATION

     5.1 Tenant's Insurance. From and after taking possession  of
the  Premises, Tenant shall carry and maintain, at its sole  cost
and expense, the following types and amounts of Insurance:

Insurance Type        Amount of Coverage             Risks Covered

Commercial General $1,000,000 per occurrence and  personal injury, bodily
Liability          $2,000,000 in the aggregate    injury property damage and
                   per location                   contractual liability

Property Damage   full replacement value         "all risk",including sprinkler
(including earthquake                             damage
and flood if required by
Landlord)

Business Interruption not less than 12 installments loss of earnings by at least
                      Fixed of Monthly Rent         the least the perils of fire
                                                    and lightning,extended
                                                    coverage, vandalism,
                                                    malicious mischief and
                                                    sprinkler leakage

Worker's compensation  as required by law
Boiler and Machinery   in an amount reasonably acceptable
                       to Landlord

     5.2 Policy Form.

     5.2.1 Tenant shall obtain all policies of insurance required
by  Section 5.1 from insurance companies reasonably acceptable to
Landlord which are qualified and admitted to do business  in  the
jurisdiction  where the Premises are situated. All such  policies
shall  be  issued  in the name of Tenant, and,  if  requested  by
Landlord, Landlord, and any mortgagee or beneficiary of  Landlord
or  such  other parties as required under any matter  of  record,
shall also be named as additional insureds. In addition, all such
policies  providing  coverage for physical damage  shall  include
loss  payee  and mortgagee endorsement in favor of  Landlord  and
Landlord's   mortgagee  or  beneficiary,  respectively   and   as
applicable.  The  Tenant shall cause copies of such  policies  of
insurance  or  originally  executed certificates  thereof  to  be
delivered  to  Landlord  prior to Landlord's  execution  of  this
Lease,  and  not less than thirty (30) days prior to any  renewal
thereof.  As often as any such policy shall expire or  terminate,
Tenant shall procure and maintain



renewal  or  additional policies with like terms.  None  of  such
policies  shall  contain any co- insurance requirements  and  all
such  policies shall provide for written notice to  Landlord  and
any  mortgagee  or beneficiary of Landlord not less  than  thirty
(30)  days  prior  to any modification, cancellation,  lapse,  or
reduction in the amounts of insurance, and shall further  provide
that  any  loss  otherwise payable thereunder  shall  be  payable
notwithstanding any act or negligence of Landlord or Tenant which
might,  absent such provision, result in a forfeiture of  all  or
part of the payment of such loss. All general liability, property
damage,  and  other  casualty policies shall  be  written  on  an
occurrence basis as primary policies, not contributing with or in
excess of coverage which Landlord may carry. The insurance limits
set  forth  in  this  Article 5 are subject  to  such  reasonable
increases as requested by Landlord.

     5.2.2  Tenant's obligations to carry the insurance  provided
for  above  may  be brought within the coverage of an  "umbrella"
policy or policies of insurance carried and maintained by Tenant;
provided,  however, that such policy or policies shall  (i)  have
limits  of not less than $10,000,000, (ii) name Landlord and  any
mortgagee  or beneficiary of L.andlord as additional insureds  as
their  interests may appear, and (iii) provide that the  coverage
afforded Landlord will not be reduced or diminished by reason  of
the  use  of  such  blanket  policies. Tenant  agrees  to  permit
Landlord  at  all  reasonable times to inspect  any  policies  of
insurance of Tenant which Tenant has not delivered to Landlord.

     5.3   Subrogation-Waiver.  Landlord  (for  itself  and   its
insurer)   hereby   waives  any  rights,  including   rights   of
subrogation,  and  Tenant  (for itself and  its  insurer)  hereby
waives any rights, including rights of subrogation, each may have
against the other on account of any loss or damage occasioned  to
Landlord  or  Tenant,  as the case may be,  to  their  respective
property,  the  Premises or its contents that are  caused  by  or
result  from  risks insured against under any insurance  policies
required to be carried by the parties under this Lease or carried
by  the  parties  hereto and in force at the  time  of  any  such
damage.  The foregoing waivers of subrogation shall be  operative
only  so long as available in the jurisdiction where the Premises
are  located and so long as no policy of insurance is invalidated
thereby.

     5.4  Payment  of Insurance. In the event that  Tenant  shall
fail  to obtain the insurance policies required hereunder  or  to
pay  the premiums due for the insurance policies required hereby,
Landlord shall have the right, but not the obligation, to procure
or  to  pay the same in which case Tenant shall repay such amount
plus  any penalties or additional amounts resulting therefrom  to
Landlord within five (5) days after receipt of a bill therefor.

     5.5  Insurance Use Restrictions. Tenant shall not carry  any
stock or goods or do anything in, on, or about the Premises which
will substantially increase the insurance rates upon the building
of which the Premises are a part.

     5.6 Indemnification.

     5.6.1  Subject  to  Subsection  5.6.3  below,  Tenant  shall
indemnify  Landlord  for,  defend  Landlord  against,  and   save
Landlord harmless from any liability, loss, cost, injury,  damage
or   other  expense  or  risk  whatsoever,  including  reasonable
attorneys' fees, that may occur or be


claimed  by  or with respect to any person(s) or property  on  or
about the Premises and resulting directly or indirectly from:

     (a)  the  use, occupancy, possession, operation, maintenance
          or  management  of  the Premises  by  Tenant  or  other
          persons  claiming  through or under  Tenant,  or  their
          respective  agents,  employees,  licensees,   invitees,
          guests or other such persons;

     (b)  any work or thing done by Tenant, its employees, agents
          or  licensees, in respect of construction of, in or  to
          the  Premises  or any part of the improvements  now  or
          hereafter constructed on the Premises ( other than work
          by Landlord);

     (c)  the   condition,  including  environmental   conditions
          (unless such conditions were pre-existing or caused  by
          a party other than Tenant), of the Premises or any part
          thereof;

     (d)    any  negligence on the part of Tenant or any  of  its
          agents, contractors, servants, employees, licensees  or
          invitees;

     (e)  any  accident,  injury  or  damage  to  any  person  or
          property occurring in, on or about the Premises or  any
          part thereof including any sidewalk adjacent thereto.

     5.6.2 [Intentionally Omitted]

     5.6.3 Landlord shall indemnify and save Tenant harmless from
and  against  any  and  all  claims, demands,  actions,  damages,
liability and expense, including reasonable attorneys'  fees,  in
connection  with  the  loss, damage,  or  injury  to  persons  or
property  whether  for injuries to persons or loss  of  life,  or
damage to property, arising in connection with the negligence  or
intentional  misconduct  of  the  Landlord,  Landlord's   agents,
employees, or contractors.
                            ARTICLE 6
                     MAINTENANCE AND REPAIRS

     6.1 Tenant's Obligations.

     6.1.1  Tenant shall, at its sole cost and expense,  maintain
in good repair, order, and serviceable condition the Premises and
every part thereof, including, without limitation, every part  of
the interior and exterior portions of the Building, including its
roof,  walls,  all  windows,  doors,  storefronts,  plate  glass,
interior  walls, and structural elements thereof and all painting
thereof;  all  plumbing, ventilation, heating, air  conditioning,
and  electrical  systems  and equipment in,  on,  or  exclusively
serving  the  Premises; and all exterior improvements  including,
without limitation, landscaping, light poles, signage and parking
lot  areas  which  are  part  of the Premises.  Tenant  shall  be
obligated  to  make replacements at the Premises when  reasonably
necessary   and  such  replacements  shall  be,  to  the   extent
reasonably practicable, with materials of a quality comparable to
those initially installed. Subject to Landlord's satisfaction  of
the conditions set


forth in Section 6.2.1, Tenant shall not make any claim or demand
upon  or  bring any action against Landlord for any  loss,  cost,
injury,  damage  or  expense caused by  any  failure  or  defect,
structural  or  non-structura1,  of  the  Premises  or  any  part
thereof.

     6.2  Landlord's Obligations. Excepting Landlord's duties and
obligations  under  Article 15 hereof,  Landlord  shall  have  no
obligation  to  repair  and  maintain  the  Premises,   nor   any
improvements or equipment thereon, whether interior or  exterior,
structural or nonstructural, ordinary or extraordinary. Except as
otherwise  provided  in this Lease, Tenant expressly  waives  the
benefit  of  any statute or law now or hereafter in effect  which
would  otherwise afford Tenant the right to terminate this  Lease
because of Landlord's failure to keep the Premises in good order,
condition, and repair, or the right to repair and offset the cost
related thereto against rent.

     6.2.1.  Landlord  shall obtain in the  name  of  Tenant  and
Landlord  warranties, to the extent available, on all  materials,
fixtures,  and equipment incorporated in or on the Premises  (the
"Warranties"). Further, in the event Tenant is not deemed a third-
party  beneficiary  or  a  direct  assignee  of  the  contract(s)
Landlord   enters   into   with  its   contractors   ("Landlord's
Contractor's") in connection with Landlord's Work, Landlord shall
take  such action as may be reasonably necessary to enable Tenant
to make any demand upon or claim upon or bring any action against
Landlord's Contractors (i) for any loss, cost, injury, damage  or
other expense caused by any failure or defect, structural or non-
structural,  of  the  Premises or any part  thereof  or  (ii)  to
enforce
the Warranties.

     6.3 Landlord's Rights. If Tenant refuses or neglects to make
repairs  or  maintain the Premises, or any  part  thereof,  in  a
manner reasonably satisfactory to Landlord, without prejudice  to
any  other remedy Landlord may have hereunder, upon giving Tenant
ten (10) days prior written notice, Landlord shall have the right
to  enter the Premises and perforrm such maintenance or make such
repairs on behalf of and for the account of Tenant. In the  event
Landlord  so  elects, Tenant shall pay the cost of such  repairs,
maintenance,  or  replacements within  five  (5)  days  following
receipt  of a bill therefor. Tenant agrees to permit Landlord  or
its agent to enter the Premises, upon reasonable notice to Tenant
and  in  the  presence  of Tenant's store manager  during  normal
business  hours,  for  the  purpose of inspecting  the  Premises.
Provided  Landlord  uses  its  best  efforts  to  notify  Tenant,
Landlord shall have the right to enter the Premises in the  event
of an emergency.
                            ARTICLE 7
                           ALTERATIONS

     7  .1  Consent to Alterations. Tenant may make any  interior
non-structural alterations, replacements, additions, changes  and
improvements to the Premises that Tenant, in its sole discretion,
deems  advisable.  Subject  to  the  prior  written  consent   of
Landlord,  which  consent  shall not  be  unreasonably  withheld,
Tenant  may,  at its sole cost and expense, make any alterations,
replacements,  additions, changes, and improvements (collectively
referred  to  in this Article as "Alterations") to the  Premises,
other  than interior non-structural Alterations, as it  may  find
necessary or convenient for its purposes, together with copies of
all architectural plans and


specifications  relating to any such Alteration.  Notwithstanding
the  foregoing, Landlord's consent with respect to any structural
Alterations   to   the  Premises,  including   the   foundations,
structural walls, roof, roof membrane, utilities and/or  building
systems,  may  be  conditioned upon Tenant's  removing  any  such
Alterations upon the expiration or termination of the Lease  Term
and  restoring the Premises to the condition which existed on the
date Tenant took possession, subject to normal wear and tear.

     7  .2  Removal  of  Alterations.  Except  as  set  forth  in
Subsection  7.2.1  below, all Alterations made  on  the  Premises
shall  become  the  property of Landlord  at  the  expiration  or
tem1ination of the Lease Term and shall be surrendered  with  the
Premises.

     7.2.1  All  signs,  furnishings, trade fixtures,  inventory,
equipment and other removable property, including but not limited
to  Tenant's  Trade Fixtures, as listed on Exhibit  "F"  attached
hereto,  installed in or on the Premises by Tenant, shall  remain
the  personal  property of Tenant, shall not be  subject  to  any
Landlord's lien or lien or security interest against the property
of  Landlord,  and  shall be removed by  Tenant  not  later  than
fifteen  (15)  days after the termination or expiration  of  this
Lease,  provided  that Tenant shall repair any damage  caused  by
removal  of its personal property or vault or which is structural
in  nature. If, however, any such personal property of Tenant  is
not  removed on or before the fifteenth (15th) day following  the
termination of this Lease, Landlord shall provide written  notice
to  Tenant  and if such property is not removed within  ten  (10)
days  of receipt Qfsuch notice such property, Landlord may remove
and store such property at Tenant's cost and expense.

     7.3  Alterations  Required by Law.  Subsequent  to  Tenant's
acceptance of Landlord's delivery of the Premises, Tenant  shall,
at  its sole cost and expense, make any Alteration, structural or
otherwise, to or on the Premises, or any part thereof, which  may
be  necessary or required by reason of any law, rule, regulation,
or order promulgated by competent government authority.

     7.4   General   Conditions  Relating  to  Alterations.   Any
Alteration shall be subject to the following conditions:

     7.4.1  No Alteration shall be undertaken until Tenant  shall
have   procured   and   paid  for  all   required   permits   and
authorizations  of  all  municipal departments  and  governmental
subdivisions having jurisdiction.

     7.4.2 [Intentionally Omitted]

     7.4.3  Any Alteration shall be made promptly and in  a  good
workmanlike manner, by properly qualified and licensed personnel,
and  in compliance with all applicable permits and authorizations
and building and zoning laws and all laws, and in accordance with
the  orders, rules and regulations of the Board of Fire Insurance
Underwriters  and  any  other body hereafter  exercising  similar
functions having or asserting jurisdiction over the Premises.


     7.4.4 No Alteration shall tie-in or connect the Premises  or
any  improvements thereon with any property outside the  Premises
without the prior written consent of Landlord.

     7.4.5  No  Alteration shall reduce the value of the Premises
or  impair the structural integrity of any building comprising  a
part of the Premises.

     7.4.6 [Intentionally Omitted]

     7.5  Liens  In  connection  with Alterations  or  otherwise,
Tenant  shall do all things reasonably necessary to  prevent  the
filing of any liens or encumbrances against the Premises, or  any
part  thereof, or upon any interest of Landlord or any  mortgagee
or  beneficiary under a deed of trust or any ground or underlying
lessor  in  any  portion of the Premises,  by  reason  of  labor,
services  or materials supplied or claimed to have been  supplied
to  Tenant, or anyone holding the Premises, or any part  thereof,
through or under Tenant. If any such lien or encumbrance shall at
any  time  be  filed against all or any portion of the  Premises,
Tenant  shall either cause same to be discharged of record within
twenty  (20)  days after the date of filing of same  or  Tenant's
receipt  of  written notice from Landlord or, if Tenant  in  good
faith determines that such lien should be contested, Tenant shall
either (i) bond over such lien in accordance with applicable  law
in  an  amount sufficient to remove the subject liens as a matter
of  record,  or  (ii)  furnish such security  as  Landlord  shall
determine  to  be  necessary  and/or  required  to  prevent   any
foreclosure  proceedings  against  all  or  any  portion  of  the
Premises  during  the pendency of such contest. If  Tenant  shall
fail  to discharge or bond over such lien or encumbrance or  fail
to furnish such security within such period, then, in addition to
any other right or remedy of Landlord resulting from said default
of Tenant, Landlord may, but shall not be obligated to, discharge
the  same  either by paying the amount claimed to be  due  or  by
procuring  the  discharge of such lien by giving security  or  in
such  other manner as is or may be prescribed by law, and  Tenant
agrees  to  reimburse Landlord within five (5) days after  demand
for  all  costs,  expenses, and other  sums  of  money  spent  in
connection
therewith.

     7.6  Signs.  Tenant  shall have the  right  to  install  and
maintain  a  sign  or  signs on all fascia of  the  Premises.  In
addition,  Tenant shall have the right to install a sign  on  the
rear  of  the  Premises.  All such signs shall  comply  with  all
requirements  of  (i) appropriate governmental  authorities;  and
(ii) agreements or restrictions of record (or disclosed to Tenant
before  its  execution of this Lease) running with the  Premises.
All   necessary  permits,  licenses  or  approvals  required   by
agreements  or  restrictions  identified  in  item  (ii)  of  the
previous  sentence  shall  be obtained by  Tenant.  Tenant  shall
maintain its signs in good condition and repair at all times, and
shall  save  the  Landlord  harmless from  injury  to  person  or
property arising from the erection and maintenance of said signs.
Upon  vacating  the Premises, Tenant shall remove all  signs  and
repair  all  damage  caused by such removal  including  restoring
areas  occupied by the Signs to the extent reasonably practicable
to  the  condition  existing  prior  to  such  removal.  Landlord
covenants  and warrants that it has approved Tenant's  signs  and
the  Sign  Drawings  attached hereto as Exhibit  Q  prior  to  or
simultaneously with its execution of this Lease.


                        ARTICLE 8 DAMAGE,
               DESTRUCTION, OBLIGATION TO REBUILD

     8.1 Obligation to Rebuild. If any portion of the Premises is
damaged  or  destroyed  by fire or other casualty,  Tenant  shall
forthwith give notice thereof to Landlord. Tenant shall  promptly
obtain an estimate from a licensed architect or contractor of the
cost   to  complete  such  repair,  restoration,  rebuilding   or
replacement,  and  Tenant shall, at its sole  cost  and  expense,
promptly  repair,  restore, rebuild or  replace  the  damaged  or
destroyed  improvements, fixtures or equipment, and complete  the
same  as soon as reasonably possible, to the condition they  were
in  prior to such damage or destruction, except for such  changes
in  design or materials as may then be required by law.  In  such
event,  Landlord  shall,  to the extent  and  at  the  times  the
proceeds  of  the insurance are made available to  Landlord,  and
only  so long as Tenant shall not be in default under this Lease,
reimburse   Tenant  for  the  costs  of  making   such   repairs,
restoration,  rebuilding and replacements as they are  completed,
but  not  more  often than once each month,  upon  receipt  of  a
written request therefor, which request shall be accompanied by a
certification from Tenant's architect certifying as to completion
of  the  work for which reimbursement is being requested. To  the
extent, if any, that the proceeds of insurance made available  by
Landlord  are insufficient to pay the entire cost of making  such
repairs,  restoration, rebuilding and replacements, Tenant  shall
pay  the  remainder. Any surplus of insurance proceeds  over  the
cost  of restoration, net of all reasonable expenses incurred  by
Landlord in connection with the administration thereof, shall  be
promptly  paid  over  to  Landlord.  Tenant  hereby  waives   any
statutory  right relating to casualties, it being understood  and
agreed by the parties that the provisions of this Article 8 shall
govern and control in all events.

     8.1.1 Notwithstanding the foregoing, in the event Tenant  is
unable   to   obtain   any   necessary  governmental   approvals,
authorizations or permits, despite Tenant's diligent  pursuit  of
same,  three hundred sixty (360) calendar days from the  date  of
such  fire  or  casualty (such period not to include unreasonable
delays  caused  by  Tenant), Tenant  shall  have  the  option  to
ten11inate  this  Lease.  In  the  event  Tenant  elects  to   so
terminate, Tenant shall pay to Landlord the difference, ,if  any,
between  the  insurance proceeds received  by  Landlord  and  the
unamortized portion of the Premises Cost.

     8.2    Casualty   During   Last   Eighteen   (18)    Months.
Notwithstanding anything to the contrary in this  Article  8,  if
the  Premises  is damaged or destroyed by fire or other  casualty
during  the last eighteen (18) months of the Initial Term or  the
then-running Renewal Term such that twenty-five percent (25%)  or
more of the Premises are rendered unuseable by Tenant, Tenant may
elect  not to rebuild and to terminate this Lease; provided  that
Landlord  shall receive insurance proceeds in the full amount  of
the  casualty  loss  and  the difference,  if  any,  between  the
insurance  proceeds  received  by Landlord  and  the  unamortized
portion of the Premises Cost.

     8.3 Intentionally Omitted.

     8.4  Insurance  Proceeds. Notwithstanding  anything  to  the
contrary  contained  herein, any reference to casualty  insurance
and/or  insurance  proceeds  shall mean  insurance  payable  with
respect  to  the  Building on the Premises.  Any  insurance  with
respect to Tenant's Trade Fixtures



or  other  personal property of Tenant shall be, and remain,  the
property  of  Tenant, notwithstanding anything  to  the  contrary
herein.
                            ARTICLE 9
                          EMINENT DOMAIN

     9  .1  Total Taking. If the entire Premises are taken  under
the  power  of  eminent  domain by  any  public  or  quasi-public
authority, this Lease shall terminate and expire as of  the  date
of  such  taking,  and upon Tenant's payment to Landlord  of  all
rents accruing through such date, Landlord and Tenant shall  each
thereafter  be released from any further liability accrued  under
this Lease. In the event that Tenant shall have paid any rent for
any  period  beyond  the  date  of such  taking,  Landlord  shall
reimburse same, pro rata.

     9.2  Partial Taking. In the event that (i) more than 25%  of
the  Gross  Leasable Area of the Premises, including the  parking
area  serving the Premises, is taken under the power  of  eminent
domain by any public or quasi-public authority, (ii) by reason of
any  appropriation or taking, regardless of the amount so  taken,
the  remainder  of  the Premises is not one undivided  parcel  of
property, or (iii) as a result of any taking, regardless  of  the
amount  so  taken,  the  remainder of the  Premises  is  rendered
unsuitable  for  the  continued operation of  Tenant's  business,
either Landlord or Tenant shall have the right to terminate  this
Lease  as  of the date Tenant is required to vacate a portion  of
the  Premises, by giving the other notice of such election witnin
thirty (30) days after receipt by Tenant from Landlord of written
notice  that  the  Premises have been so appropriated  or  taken.
Landlord  agrees immediately after learning of any  appropriation
or  taking  to give to Tenant notice in writing thereof.  In  the
event  of such termination, upon Tenant's payment to Landlord  of
all  rents  accruing through such date, both Landlord and  Tenant
shall   thereupon  be  released  from  any  liability  thereafter
accruing  hereunder. If both parties elect not to terminate  this
Lease, Tenant shall remain in that portion of the Premises not so
taken  and  Tenant,  at  Tenant's sole cost  and  expense,  shall
restore the remaining portion of the Premises as soon ?S possible
to a complete unit of like quality and character as existed prior
to  such taking. Landlord agrees to reimburse Tenant for the cost
of  restoration, but in no event shall Landlord's  obligation  to
reimburse Tenant for the cost of restoring the remaining  portion
of  the Premises exceed the amount of award of compensation  that
Landlord  receives for a partial taking of that  portion  of  the
Premises resulting in the need for restoration. So long  as  this
Lease is not terminated in the manner provided above, there shall
be  an  equitable  adjustment  of  the  rent  payable  by  Tenant
hereunder by reason of such partial taking. Tenant hereby  waives
any statutory rights of termination which may arise by reason  of
any  pal1ial  taking of the Premises under the power  of  eminent
domain.

     9.3  Distribution of Award. The entire award or compensation
in such eminent domain proceeding, whether for a total or partial
taking or for diminution in the value of the leasehold or for the
fee,  shall  be  distributed to Landlord; provided however,  that
Tenant  may  apply  for  award of the  value  of  Tenant's  Trade
Fixtures  or other personal property, loss of income,  relocation
costs,  improvements  and  the value of  the  leasehold  interest
created   hereby,  according  to  the  law  in  effect   in   the
jurisdiction where the Premises are located, so long as such



award  does  not diminish the value of Landlord's award.  In  the
event  that a separate award is not made to Tenant, Tenant  shall
be  entitled to share in any award made to Landlord, as  long  as
Landlord  first  receives  the fair  market  value  of  the  real
property upon which the Premises are located plus the unamortized
Premises Cost.
                           ARTICLE 10
                    ASSIGNMENT AND SUBLETTING

     10.1 Right of Assignment and Subletting.

     10.1.1 Tenant shall have the free right to assign this Lease
or  sublet the Premises provided Tenant remains liable under this
Lease and provided that the proposed assignee's intended use does
not  violate any protected, exclusive or restricted uses then  in
effect   with  respect  to  the  Premises.  Notwithstanding   the
foregoing, Tenant shall not mortgage, pledge or hypothocate  this
Lease  or  Tenant's interest in and to the Premises or  any  part
thereof  without  the prior written consent  of  Landlord,  which
consent shall not be unreasonably withheld.

     10.1.2   Any   permitted  assignee,  subtenant,  transferee,
licensee, concessioner, or mortgagee shall be bound by, and shall
assume and perform all of the terms, covenants, and conditions of
this Lease from and after the date of any such transfer.

     10.2  No  Release  of  Tenant. No assignment  shall  release
Tenant  of Tenant's obligation or alter the primary liability  of
Tenant to pay the rent and to perform all other obligations to be
performed by Tenant hereunder. The acceptance of rent by Landlord
from  any  other  person shall not be deemed to be  a  waiver  by
Landlord of any provision hereof. In the event of default by  any
assignee  of  Tenant, or any successor Tenant, in the performance
of  any  of the terms hereof, Landlord may, subject to Landlord's
duty  to  mitigate and take all reasonable efforts to  relet  the
Premises,  proceed directly against Tenant without the  necessity
of exhausting remedies against such assignee.
                           ARTICLE 11
                        DEFAULT; REMEDIES

     11.1  Default.  The  occurrence of anyone  or  more  of  the
following events shall constitute a default by Tenant under  this
Lease.

     11.1.1 [Intentionally Omitted]

     11.1.2  The failure by Tenant to make any payment  of  Fixed
Monthly Rent, Additional Rent or any other payment required to be
made by Tenant hereunder, where after written notice thereof from
Landlord  to  Tenant, such failure shall continue  for  a  period
often (10) days.


     11.1.3  Except  as  otherwise provided in  this  Lease,  the
failure  by  Tenant to observe or perform any of the non-monetary
covenants, conditions, or provisions of this Lease to be observed
or  performed by Tenant, where such failure shall continue for  a
period  of  thirty  (30) days after written notice  thereof  from
Landlord  to  Tenant; provided, however, that if  the  nature  of
Tenant's  noncompliance is such that more than thirty  (30)  days
are  reasonably required for its cure, then Tenant shall  not  be
deemed to be in default if Tenant commences such cure within said
30-day  period and thereafter diligently prosecutes such cure  to
completion  and, in any event, completes the cure  within  ninety
(90) days.

     11.1.4  Institution by or against Tenant of any  bankruptcy,
insolvency,   reorganization,  receivership  or   other   similar
proceeding   involving  the  creditors  of  Tenant,   which,   if
instituted  against Tenant, is not dismissed  within  sixty  (60)
days after the commencement thereof.

     11.1.5  The  issuance or filing of any judgment, attachment,
levy,  garnishment or the commencement of any related  proceeding
or  the commencement of any .other judicial process upon or  with
respect  to all or substantially all of the assets of Tenant,  or
the Premises.

     11.1.6 [Intentionally Omitted]

     11.1.7  Bankruptcy, dissolution, termination  of  existence,
insolvency,  business failure or assignment for  the  benefit  of
creditors of or by Tenant. -In the event of bankruptcy by Tenant,
this Lease will be governed in accordance with the determinations
of the Bankruptcy Court.

     11.1.8 Any statement, representation or information made  or
furnished  by  or on behalf of Tenant to Landlord  in  connection
with  or  to  induce Landlord to enter into this Lease  which  is
proved  to  be  materially  false  or  misleading  when  made  or
furnished.

     11.2  Remedies. Upon the occurrence of a default  by  Tenant
pursuant  to  the  foregoing Subsection or otherwise  under  this
Lease,  Landlord  may  at any time thereafter,  with  or  without
notice or demand and without limiting Landlord in the exercise of
any  right  or remedy which Landlord may have by reason  of  such
default:

     11.2.1  Terminate  Tenant's  right  to  possession  of   the
Premises  by any lawful means, in which case this Lease  and  the
term   hereof   shall  terminate  and  Tenant  shall  immediately
surrender possession of the Premises to Landlord. In such  event,
Landlord  shall  be entitled to recover from Tenant  all  damages
permitted by applicable law.

     11.2.2 Maintain Tenant's right to possession of the Premises
by any lawful means, in which case this Lease and the term hereof
shall  continue  in  effect whether or  not  Tenant  shall  ha\'e
vacated  or abandoned the Premises. In such event Landlord  shall
be  entitled  to  enforce all of Landlord's rights  and  remedies
under  the Lease, including the right to recover th'e rent as  it
becomes   due  hereunder.  Notwithstanding  the  foregoing,   the
Landlord shall use reasonable efforts to mitigate its damages  to
the extent required by law.


     11.2.3  If  Tenant, after taking possession of the Premises,
defaults  under  this  Lease, Tenant  shall  pay  Landlord  Fixed
Monthly Rent until such time as Landlord relets the Premises,  so
long  as  Landlord makes all reasonable efforts to  mitigate  its
damage  and  relet the Premises. Further, from the date  Landlord
relets the Premises until the expiration of the Term, or the then
running  renewal term, Tenant shall pay Landlord, as  it  becomes
due,  the  difference  between  the  rental  amount  obtained  by
Landlord  upon  such reletting the Premises (which rental  amount
shall  be  upon  commercially reasonable  terms)  and  the  Fixed
Monthly Rent. In the event the rental amount obtained by Landlord
upon  such reletting is greater than the Fixed Monthly Rent, such
excess  amount shall be for the benefit of Tenant and applied  to
any future amounts owed by Tenant.

     11.2.4 Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the jurisdiction
where the Premises are located.

     11.2.5.  Recover from Tenant, as an element of its  damages,
the  cost  of reletting the Premises, including, but not  limited
to,  reasonable  brokerage fees, attorneys' fees, retrofit  costs
and other expenses of mitigation.

     11.3  Cumulative  Remedies. Except as specifically  provided
herein to the contrary, no remedy or election hereunder shall  be
deemed exclusive but shall, wherever possible, be cumulative with
all   other  remedies  provided  in  this  Article  or  otherwise
available at law or in equity.


                           ARTICLE 12
      REPRESENTATIONS AND W ARRANTIES; FINANCIAL REPORTING

     12.1  Representations and Warranties. To induce Landlord  to
enter into this Lease, Tenant represents and warrants to Landlord
as follows:

     12.1.1 This Lease is an enforceable obligation of Tenant.

     12.1.2   Tenant  is  not  a  foreign  corporation,   foreign
partnership, foreign trust or foreign estate (as such  terms  are
defined in the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder).

     12.1.3  The  financial  statements of  Tenant  delivered  to
Landlord are true and correct in all material respects, have been
prepared   in  accordance  with  generally  accepted   accounting
principles,   and   fairly  present  the   respective   financial
conditions  of  the subjects thereof as of the  respective  dates
thereof.  No  materially  adverse  change  has  occurred  in  the
financial conditions reflected therein since the respective dates
thereof.

     12.1.4  There are no actions, suits or proceedings  pending,
or  to  the  best of Tenant's knowledge, threatened,  against  or
affecting  it  or  the  Premises which, if adversely  determined,
would  materially impair the ability of Tenant to  satisfy  their
obligations under or relating to this Lease.




     12.1.5 Tenant is not in default under any obligation for the
payment  of  borrowed money, for the deferred purchase  price  of
property  or  for  the  payment  of  any  rent  under  any  lease
agreement, which, either individually or in the aggregate,  would
adversely  affect  the  financial condition  of  Tenant,  or  the
ability of Tenant to perform its obligations hereunder, or comply
with the terms of this Lease.

     12.2  Financial  Statements. Tenant  has  furnished  certain
financial statements to Landlord, which statements completely and
accurately present the financial condition of Tenant on the dates
thereof.  There has been no material adverse change in  business,
property  or condition of Tenant since the date of such financial
statements. Tenant is not insolvent within the meaning of Section
548(a)(2)(B)  of the United States Bankruptcy Code or  any  other
federal or state law using or defining such term, and will not be
rendered  insolvent  by  the transactions  contemplated  by  this
Lease.
                           ARTICLE 13
                           SIGN LEASE
     Landlord  and Tenant acknowledge and agree that  Seller  has

assigned to Landlord that

certain  lease agreement dated August 30, 1989 between Loeks-Star
Partners  ("Loeks-Star") and Seller, a copy of which is  attached
hereto as Exhibit "G" (the "Sign Lease"), whereby Loeks-Star  has
the  right  to lease a portion of the Premises for the  operation
and  maintenance of a sign subject to the terms of, and  as  more
fully set forth in, the Sign Lease. In addition, pursuant to  the
Madison Heights Purchase Agreement, Landlord has agreed to pay to
Seller a certain portion of the rents and other consideration  to
be  paid  by Loeks-Star under the Sign Lease. Landlord  shall  be
obligated  to make such payments to Seller pursuant to the  terms
of  the  Madison  Heights Purchase Agreement and shall  have  the
right  to retain any excess rent and consideration received  from
Loeks-Star under the Sign Lease. Landlord shall indemnify, defend
and  hold  harmless  Tenant  from any and  all  claims,  demands,
actions,  causes  of  actions,  liability,  costs  and  expenses,
including attorneys' fees, arising out of or in any way  relating
to  the  Sign Lease or Landlord's obligation to make payments  to
Seller in connection with the Sign Lease. In the event Loeks-Star
fails to properly maintain the sign pursuant to the Sign Lease or
otherwise  is  in default of the Sign Lease so as  to  materially
interfere  with  Tenant's  use  and  occupancy  of  the  Premises
pursuant to the terms of this Lease, Landlord shall, upon receipt
of  written notice from Tenant, take such action as is reasonably
necessary  to enforce the terms of the Sign Lease.  In  no  event
shall Landlord modify, amend, alter or extend the Sign Lease,  or
lease  the portion of the Premises subject to the Sign  Lease  to
another party, without the prior written consent of Tenant  which
shall not be unreasonably withheld or delayed.

                           ARTICLE 14
                     INTENTIONALL Y OMITTED


                           ARTICLE 15
                          CONSTRUCTION

     15  .1  Permits.  Once  Landlord has secured  all  necessary
Peffi1its  it  shall  provide Tenant  with  written  notice  (the
"Permit Approval Notice").

     15  .2 Landlord's Work. After having obtained the Peffi1its,
Landlord shall construct the Premises and related improvements on
the  Premises  Site on a turnkey basis at no cost to  Tenant,  in
accordance with the Plans and Specifications attached  hereto  as
Exhibit   "C"  and  in  accordance  with  the  zoning,  building,
environmental, health and safety codes of the governmental  units
in   which   the  Premises  are  situated  ("Landlord's   Work").
Landlord's  Work  shall  be  substantially  completed,  excepting
Punchlist Items (as hereinafter defined), and possession  of  the
completed  Premises  shall  be  delivered  to  Tenant   for   the
commencement  of  Tenant's Work within the  Construction  Period,
delays  due  to  Force Majeure events excepted. Tenant  shall  be
deemed to have accepted the Premises provided Landlord's Work  is
substantially complete, excepting Punchlist Items which  Landlord
shall be obligated to complete as set forth in Section 15.4,  and
provided  further that Tenant is able to perfoffi1 Tenant's  Work
without  unreasonable interference by Landlord. Conditioned  upon
Tenant's  providing Landlord reasonable assurance  that  Tenant's
placement  of  a satellite dish on the roof of the Premises  will
not  void applicable roof warranties, Tenant shall have the right
to  install  on  the  roof of the Premises a  satellite  dish  in
accordance  with  plans and specifications set forth  on  Exhibit
"C".  Upon  expiration or earlier teffi1ination  of  this  Lease,
Tenant  shall  remove  any satellite dish and  related  equipment
installed  on  the  roof of the Premises and  repair  any  damage
caused in connection therewith.

     15.3  Delivery  Date  Notice.  Landlord  shall  give  Tenant
written  notice of the Delivery Date not less than ten (10)  days
before  the  Delivery  Date (the "Delivery  Date  Notice").  Upon
receipt  of  Landlord's Delivery Date Notice, Tenant  shall  have
access to the Premises for inspection and performance of Tenant's
Work. In no event shall Tenant be required to accept delivery  of
the Premises unless and until all conditions to the occurrence of
the Delivery Date have been satisfied.

     15.4   Punchlist  Work.  Notwithstanding  anything  to   the
contrary  in this Lease, within five (5) days after Landlord  has
provided  Tenant  with  the Delivery Date Notice,  Tenant  and  a
representative of Landlord, at a mutually agreeable  time,  shall
inspect the Premises and shall compile a list of items which have
not  been  completed as required in Exhibit "C"  (the  "Punchlist
Items").  Tenant shall have the right to supplement the  list  of
Punchlist  Items during the first forty-five (45) days  following
the  Delivery  Date.  Landlord shall use  reasonable  efforts  to
complete the Punchlist Items by the Delivery Date or as  soon  as
possible  after  Landlord's receipt or ,\  supplemental  list  of
Punchlist  Items,  as the case may be. In the event  Landlord  is
unable  to complete such Punchlist Items within thirty (30)  days
after  the Delivery Date or within thirty (30) days after receipt
of  a supplemental list, Tenant shall have the right, but not the
obligation,  to complete such Punchlist Items at Landlord's  cost
and expense and to either request


reimbursement from Landlord or to offset the cost thereof against
rent. Upon Landlord's completion of all Punchlist Items, Landlord
shall have no further obligation with respect to the construction
of the Premises.

     15.5 Pre-Completion Acceptance. If the Delivery Date has not
occurred  within the Construction Period, Tenant shall  have  the
right,  but  shall not be obligated, to accept  delivery  of  the
Premises, without relieving Landlord of any obligation  to  fully
complete  Landlord's  Work. If Tenant  accepts  delivery  of  the
Premises  prior  to the completion of Landlord's  Work,  Landlord
shall   complete   Landlord's  Work,  including  completing   any
Punchlist  Items, as soon as possible, and in so doing shall  not
unreasonably  interfere, and shall cause its contractors  not  to
unreasonably interfere, with the fixturing, furnishing, equipping
and  stocking  of  the  Premises by Tenant and  its  contractors.
Notwithstanding  the  foregoing,  once  (i)  Tenant   has   taken
possession  of the Premises and Landlord has completed Landlord's
Work, (ii) all Punchlist Items have been completed, and (iii) all
warranties have been assigned to Tenant, Landlord shall  have  no
further construction obligations hereunder.

     15.6  Failure  to Deliver. Notwithstanding any provision  of
this Lease to the contrary, if the Delivery Date has not occurred
within thirty (30) days after the Construction Period (delays due
to   the  occurrence  of  Force  Majeure  events  excepted)  (the
"Cancellation Date"), Tenant shall have the right, in addition to
and  not  in  lieu  of  any  and all other  rights  and  remedies
available  at  law  or  equity, to cancel this  Lease  by  giving
written notice to Landlord at any time thereafter but before  the
Delivery Date (the "Notice of Cancellation"). Tenant must provide
its  Notice of Cancellation to Landlord within thirty  (30)  days
after  the Cancellation Date. If Tenant fails to provide a Notice
of  Cancellation within such thirty (30) day period, Tenant shall
be  deemed  to have waived its right to cancel pursuant  to  this
section  15.6.  If Tenant provides timely Notice of Cancellation,
Tenant  shall be relieved of all obligations hereunder and Tenant
shall not be liable to Landlord in damages or otherwise.

     15.  7  Liquidated Damages. In the event Landlord  does  not
deliver  the  Premises  to  Tenant in  the  condition  as  herein
required  by  the end of the Construction Period, Landlord  shall
pay  to Tenant the sum of Two Hundred Dollars ($200.00), for each
day  between  the  last day of the Construction  Period  and  the
Delivery  Date, or, if Tenant exercises its right to  cancel  for
Landlord's failure to deliver, for each day between the last  day
of  the  Construction Period and Tenant's Notice of  Cancellation
(delays  due to the occurrence of Force Majeure events excepted).
If  Landlord fails to pay Tenant as aforesaid, then Tenant  shall
have  the  right (without limiting any other right or  remedy  of
Tenant)  to  deduct such amount from rent and other payments  due
Landlord. The liability of Landlord under this paragraph shall be
in  addition  to all other claims which Tenant may  have  against
Landlord.  Landlord agrees that the amount provided for  in  this
section  constitutes a reasonable estimate of  the  damages  that
Tenant is likely to incur in the event of a breach by Landlord as
herein provided, and shall not constitute a penalty.

                           ARTICLE 16
                       GENERAL PROVISIONS

     16.1 Quiet Enjoyment. Subject to the terms and conditions of
this  Lease, Tenant shall have the quiet and peaceful  possession
of the Premises.

     16.2  Definition of Rent. All monetary obligations of Tenant
to  Landlord  under  the terms of this Lease, including,  without
limitation,  the  Taxes, insurance premiums and other  Additional
Rent payable hereunder, shall be deemed to be "rent".

     16.3  Subordination. This Lease shall be subordinate to  the
lien of any superior lease, mortgage, deed of trust, or any other
hypothecation or security now existing or hereafter  placed  upon
the  Premises, and to any and all advances made on  the  security
thereof  and  to  all  renewals,  modifications,  consolidations,
replacements,  and extensions thereof, and Tenant hereby  agrees,
upon request by Landlord, to execute and deliver to Landlord  and
its  lender(s)  a subordination, non-disturbance  and  attornment
agreement in a form reasonably acceptable to Tenant prescribed by
such lender(s) with respect to any such superior lease, mortgage,
deed  of  trust,  hypothecation, or security; provided,  however,
that no such instrument shall materially limit Tenant's rights or
materially  expand Tenant's obligations under  this  Lease.  Such
agreement  shall be executed by Tenant within thirty)  (30)  days
after  receipt of written request from Landlord. Landlord  agrees
to  obtain  a non-disturbance and attornment agreement  from  the
holder  of  any  mortgage  given with  respect  to  the  Premises
existing  at  the  time of the execution of  this  Lease  or  the
recording of a Memorandum Lease or at such other times as may  be
reasonably requested by Tenant.

     16.3.1  It  is  a  condition, however, of the  subordination
provisions of Section 16.3 above that Landlord shall procure from
any  such  mortgagee  an  agreement in writing,  which  shall  be
delivered to Tenant, providing in substance that (i) so  long  as
Tenant shall faithfully discharge the obligations on its part  to
be  kept  and  performed under the terms of this Lease,  Tenant's
tenancy  will  not be disturbed nor this Lease  affected  by  any
default  or  foreclosure  under  such  mortgage,  and  that   the
mortgagee  agrees that this Lease shall remain in full force  and
effect  even though Default in and foreclosure under the mortgage
may  occur;  and  (ii)  such  mortgagee  shall  permit  insurance
proceeds or condemnation awards, as the case may be, to  be  used
for  any restoration and repaid as required by the provisions  of
this  Lease as set forth in Sections 8 and 9. The word "mortgage"
as  used  herein means (i) any lease of land only or of land  and
buildings in a sale-lease-back transaction involving all  or  any
part  of  the  Premises, or (ii) any mortgage, deed of  trust  or
other  similar security instruments constituting a lien upon  all
or  any  part  of  the Premises, whether the  same  shall  be  in
existence  as  of the date hereof or created hereafter,  and  any
modifications,  extensions, renewals  and  replacements  thereof.
"Mortgagee" as used herein means a party having the benefit of  a
Mortgage, whether as lessor, mortgagee, trustee or note- holder.

     16.3.2  No change in ownership of all or any portion of  the
Premises,  or  assignment of this Lease, or the rentals  provided
for  herein,  shall be binding upon Tenant for any purpose  until
after Tenant has been furnished with written notice from Landlord
notifying Tenant of a change in ownership or assignment.




     16.3.3  In  the event Tenant receives a written notice  from
any  party claiming a collateral interest in this Lease or in the
rentals  hereunder and, by reason thereof, a present  entitlement
to  collect the rentals under this Lease, Tenant shall  have  the
right  either (i) to pay such rentals to such party which payment
shall satisfy any and all liabilities of Tenant to Landlord  with
respect to such payment without obligation on the part of  Tenant
to  make further inquiry but subject to such party's providing to
Tenant  a  copy  of the instrument pursuant to which  such  party
claims such entitlement and to such claim being plausible on  the
face of such instrument; or (ii) to withhold such rentals pending
the  determination  by a court of competent jurisdiction  of  the
entitlement thereto.

     16.4  Surrender  of  Premises. Except for changes  resulting
from  eminent  domain  proceedings, at the expiration  or  sooner
termination  of  the  Lease  Term,  Tenant  shall  surrender  the
Premises  in  the  same condition as the Premises  were  in  upon
delivery of possession thereto under this Lease, reasonable  wear
and  tear  and damage due to casualty (to the extent not required
to  be repaired or restored by Tenant under this Lease) excepted,
and  shall surrender all keys for the Premises to Landlord at the
place  then  fixed  for  the payment of  rent  and  shall  inform
Landlord of all combinations on locks, safes and vaults, if  any,
in the Premises. Tenant shall at such time remove all of Tenant's
Trade  Fixtures including, but not limited to, equipment,  signs,
furnishings,  inventory, machinery, and other personal  property,
as  well as any alterations or improvements, and shall repair any
damage  to  the  Premises caused thereby.  Any  or  all  of  such
property  not so removed shall, at Landlord's option, become  the
exclusive property of Landlord or be disposed of by Landlord,  at
Tenant's  sole cost and expense, if not removed by  Tenant  after
receipt  of  written  notice from Landlord  pursuant  to  Section
7.2.1. In the event Tenant shall fail to pay the cost of any such
repair,  Landlord  may do so and Tenant shall reimburse  Landlord
for  the amount thereof within five (5) days after receipt  of  a
bill therefore. If Tenant shall so surrender the Premises, Tenant
shall indemnify Landlord against loss or liability resulting from
the  delay  by Tenant in so surrendering the Premises  including,
without  limitation,  any claims made by any succeeding  occupant
founded  on such delay. Tenant's obligation to observe or perform
this  covenant shall survive the expiration or other  termination
of the Lease Term.

     16.5  Estoppel Certificates. Each party (each a  "Responding
Party") shall at any time upon not less than ten (10) days  prior
written  notice  from  the other party (each  a  "Requesting  ~")
execute,  acknowledge,  and deliver to  the  Requesting  Party  a
statement  in  a  form  prescribed  by  Landlord  and  reasonably
acceptable  to Tenant certifying and acknowledging the following:
(i)  that  this  Lease  represents the entire  agreement  between
Landlord  and  Tenant, and is unmodified and in  full  force  and
effect  (or, if modified, stating the nature of such modification
and  certifying that this Lease, as so modified, is in full force
and  effect)  and  the date to which the Fixed Monthly  Rent  and
other  charges are paid in advance, if any; (ii) that  there  are
not, to the Responding Party's knowledge, any uncured defaults on
the part of the Requesting Party, or specifying such defaults  if
any  are  claimed;  and  (iii) any other  information  reasonably
requested  by  the  Requesting Party. Any such statement  may  be
conclusively   relied  upon  by  any  prospective  purchaser   or
encumbrancer of the Premises or of the business of the Requesting
Party.


     16.6  Severability. The invalidity of any provision of  this
Lease as determined by a court of competent jurisdiction shall in
no way affect the validity of any other provision hereof.

     16.7  Entire  Agreement. This Lease constitutes  the  entire
agreement  between Landlord and Tenant and supersedes  all  prior
agreements  between  them with respect to the  Premises,  whether
written or oral.

     16.8  Notices. Any notice required or permitted to be  given
hereunder  shall  be  in writing and may be  given  by  facsimile
(provided a copy is immediately sent by one of the other  methods
of  providing notice), personal delivery, certified mail,  return
receipt  requested, or by nationally recognized overnight courier
service  delivered to Tenant or to Landlord, as the case may  be,
at  the  F  AX  numbers or addresses for each set  forth  in  the
Fundamental Lease Provisions. Either party may by notice  to  the
other  specify  a  different FAX number  or  address  for  notice
purposes. A copy of all notices required or permitted to be given
to  Landlord hereunder shall be concurrently transmitted to  such
party  or parties at such addresses as Landlord may from time  to
time hereafter designate by notice to Tenant.

     16.9  Waivers.  No  waiver  by Landlord  or  Tenant  of  any
provision  hereof shall be deemed a waiver of any other provision
hereof or of any subsequent default by Landlord or Tenant of  the
same  of  any other provision. Landlord's consent to, or approval
of,  any  act  shall  not  be deemed to  render  unnecessary  the
obtaining  of Landlord's consent to or approval of any subsequent
act by Tenant. The acceptance of rent hereunder by Landlord shall
not  be  a  waiver of any preceding default by Tenant  hereunder,
other  than the failure of Tenant to pay the particular  rent  so
accepted,  regardless of Landlord's knowledge of  such  preceding
default at the time of acceptance of such rent.

     16.10  Recording.  Either Landlord  or  Tenant  shall,  upon
request  of the other, execute, acknowledge, and deliver  to  the
other  a  "short  form" memorandum of this  Lease  for  recording
purposes.  Such  memorandum  shall  be  in  the  form  reasonably
prescribed by Landlord. In addition, any termination agreement or
quitclaim deed shall be similarly recorded, which agreement shall
survive  the  termination of this Lease. The  cost  of  recording
shall be borne by the party requesting such recording.

     16.10.1  At the time that the Commencement Date of the  term
of  this  Lease is firmly established, the parties shall promptly
enter  into  a  Supplemental Lease Agreement, setting  forth  the
actual  commencement and expiration of the Initial Term  and  any
extensions thereof ~d describing the Premises, but containing  no
further  provisions  of  this  Lease,  which  Supplemental  Lease
Agreement  may  be recorded by either party. If the  Commencement
Date  is  firmly  established  before  a  short  form  lease   or
memorandum of lease has been executed by the parties,  the  short
form  lease  or  memorandum of lease and the  Supplemental  Lease
Agreement may be consolidated into a single recordable document.

     16.11  Holding Over. If Tenant remains in possession of  the
Premises  or any part thereof after the expiration or termination
of  the Lease Term, such occupancy shall be a tenancy from month-
to-month upon all the provisions of this Lease pertaining to  the
obligations of



Tenant  and  Tenant shall thereby waive its rights of  notice  to
quit,  but Tenant's right as to any Renewal Term shall terminate.
The  monthly rent due during such hold-over period shall be equal
to  125%  of  the Fixed Monthly Rent then in effect,  and  Tenant
shall  continue  to be obligated to pay all Additional  Rent  and
other  amounts  required to be paid by the terms of  this  Lease.
Notwithstanding  the foregoing, in the event  that  Landlord  and
Tenant are engaged in good faith negotiations for a new lease  at
the  expiration  or  termination  of  the  Lease  Term,  Tenant's
continuing  possession shall not constitute holding over  for  so
long  as  such negotiations continue. However, Landlord shall  in
its  sole  discretion have the right to notify Tenant in writing,
that  Landlord  elects  to terminate such negotiations  whereupon
thirty  (30)  days  after Tenant's receipt  of  such  notice  the
monthly  rent due thereafter shall be equal to 150% of the  Fixed
Monthly Rent then in effect.

     16.12  Choice of Law. The laws of the jurisdiction in  which
the  Premises are located shall govern the validity, performance,
and enforcement of this Lease.

     16.13  Attorneys'  Fees. Should either party  institute  any
action  or proceeding to enforce any provision hereof  or  for  a
declaration of such party's rights or obligations hereunder,  the
prevailing  party shall be entitled to receive  from  the  losing
party  such  amounts as the court may adjudge  to  be  reasonable
attorneys' fees and expenses for services rendered to  the  party
prevailing in any such action or proceeding, and such fees  shall
be deemed to have accrued upon the announcement of such action or
proceeding and shall be enforceable whether or not such action or
proceeding is prosecuted to judgment.

     16.14  Waiver of Jury Trial. LANDLORD AND TENANT EACH HEREBY
WAIVE  ALL  RIGHT  TO  A  TRIAL BY JURY  IN  ANY  CLAIM,  ACTION,
PROCEEDING  OR COUNTERCLAIM BY EITHER LANDLORD OR TENANT  AGAINST
THE  OTHER  ON ANY MATTER ARISING OUT OF OR IN ANY WAY  CONNECTED
WITH  THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, AND/OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES.

     16.15  Liability of Landlord. In the event of  any  sale  or
other  transfer of Landlord's interest in the Premises,  Landlord
shall  be relieved of all liabilities and obligations of Landlord
hereunder    arising   after   the   date   of   such   transfer.
Notwithstanding  anything  contained  herein  to  the   contrary,
neither  Landlord  nor its officers, directors, members,  agents,
representatives, employees or affiliates, shall have no  personal
liability  in respect of any of the terms, covenants,  conditions
or  provisions of this Lease. In the event of a breach or default
by  Landlord of any of its obligations under this Lease,  Tenant,
and  any persons claiming by, through or under Tenant, shall look
solely  to  the  equity of the Landlord in the Premises  for  the
satisfaction of Tenant's and/or such persons' remedies and claims
for damages.

     16.16 No Merger. There shall be no merger of this Lease,  or
the leasehold estate created by this Lease, with any other estate
or  interest in the Premises, or any part thereof, by  reason  of
the  fact that the same person, firm, corporation or other entity
may  acquire  or own or, hold, directly or indirectly,  (i)  this
lease  or  the  leasehold estate created by this  Lease  or  any'
interest in this Lease or in any such leasehold estate; and  (ii)
any such other estate or interest in



the  Premises  or  any part thereof. No such merger  shall  occur
unless  and  until  all persons, corporations,  firms  and  other
entities  having an interest (including a security  interest)  in
(1) this Lease or the leasehold estate created by this Lease; and
(2)  any  such other estate or interest in the Premises,  or  any
part  thereof, shall join in a written instrument effecting  such
merger and shall duly record the same.

     16.17 Interpretation. The captions by which the Articles and
Sections  of  this Lease are identified are for convenience  only
and  shall have no effect upon the interpretation of this  Lease.
Whenever the context so requires, singular numbers shall  include
the  plural, the plural shall refer to the singular,  the  neuter
gender shall include the masculine and feminine genders, and  the
terms   "Landlord"  and  "Tenant"  and  "person"  shall   include
corporations,    limited   liability   companies,   partnerships,
associations, other legal entities, and individuals.

     16.18  Relationship of the Parties. Nothing  in  this  Lease
shall   create   a   partnership,   joint   venture,   employment
relationship,  borrower  and lender relationship,  or  any  other
relationship  between  Landlord  and  Tenant,  other   than   the
relationship of landlord and tenant.

     16.19 Successors. This Lease shall be binding upon and inure
to  the  benefit  of  the  parties hereto  and  their  respective
personal  and  legal  representatives,  heirs,  successors,   and
assigns.

     16.20 Modifications. This Lease may not be altered, amended,
changed, waived, terminated, or modified in any manner except  by
a written instrument executed by Landlord and Tenant.

     16.21 Brokerage Fees. Landlord and Tenant each represent and
warrant  that they have not employed a broker in connection  with
the  execution  of  this Lease. Landlord and  Tenant  shall  each
indemnify and hold the other harmless from and against any  claim
or  claims  for brokerage or other commissions arising from  such
party having employed a broker contrary to its representation  in
this Section.

     16.22 Waiver of Redemption. To the extent permitted by  law,
Tenant  hereby  waives  any  and all rights  of  redemption  with
respect  to  this Lease. Tenant hereby waives any rights  it  may
have  to any notice to cure or vacate or to quit provided by  any
current or future law; provided that the foregoing shall  not  be
deemed to waive any notice expressly provided in this Lease.

     16.23  Not  Binding  Until Executed.  This  Lease  does  not
constitute an "offer" and is not binding until fully executed and
delivered by Landlord.

     16.24.  Reasonable Consent. Wherever Landlord's  consent  or
approval shall be required herein, such consent or approval shall
not  be  unreasonably or arbitrarily witl1held or delayed  unless
otherwise set forth to the contrary in this Lease.


     16.25  No  Continuous  Operation.  Notwithstanding  anything
contained in this Lease, expressly or impliedly, to the contrary,
and  notwithstanding  the  agreement  herein  contained  for  the
payment  by  Tenant  of  rent, it is specifically  and  expressly
understood  and  agreed that Tenant shall be  under  no  duty  or
obligation, either express or implied, to open, or thereafter  to
col1tinuously conduct, its business in the Premises at  any  time
during  the Term. Further, Tenant's failure to open for  business
in  the Premises shall not otherwise entitle Landlord to commence
or to maintain any action, suit, or proceeding, whether in law or
in  equity,  relating in any way to Tenant's failure to  open  or
thereafter to continuously conduct its business in the  Premises.
Without  limiting the generality of the foregoing,  Tenant  shall
have  the  right  to  close two partial days  per  year  to  take
inventory  and shall, at Tenant's option, be closed  Thanksgiving
Day, Christmas Day, New Years Day, and Easter.

     16.26 Matters of Record. This Lease is expressly subject  to
all matters of record and Tenant hereby agrees to comply with the
terms  of all agreements and other matters of record. The  rights
of  Tenant  set forth herein are subject to the rights  of  other
parties  under  agreements of record, and the  exercise  of  such
rights  by such parties shall not constitute a breach under  this
Lease.

     16.27   Financial   Assurance   Provision.   Notwithstanding
anything to the contrary contained in this Lease, if at any  time
during  the  initial seven (7) years of the. Term (measured  from
the  Commencement Date) (the "Financial Assurance  Period"),  the
"tangible  net worth" (as hereinafter defined) of Tenant  (as  of
the  time  any  quarterly  or annual financial  statement  and/or
calculation  of  tangible net worth is due,  as  provided  below)
falls  below the amount equal to fifty percent (50%) of  Tenant's
tangible  net worth as of January 29, 2000 of Two Hundred  Fifty-
Five   Million   Three   Hundred  Sixty-Four   Thousand   Dollars
($255,364,000.00) (a "Financial Assurance Failure Event"), Tenant
shall  immediately  notify Landlord and,  within  ten  (10)  days
following  such  notice from Tenant (or , in the  event  Landlord
becomes  aware  of a Financial Assurance Failure Event  prior  to
such  notice  from  Tenant, then within ten (10)  days  following
written notice from Landlord) remit to Landlord a sum (in cash or
other  immediately available funds) equal to the aggregate  Fixed
Monthly  Rent  payments  scheduled to be paid  during  the  final
twelve  (12)  months  of  the Initial Term  of  this  Lease  (the
"Financial  Assurance  Amount"). The Financial  Assurance  Amount
shall  be  promptly deposited by Landlord in an interest  bearing
account  selected  by  Landlord, in Landlord's  sole  discretion.
Notwithstanding  anything to the contrary contained  herein,  any
interest which accrues on the Financial Assurance Amount shall be
added  to and included as part of the Financial Assurance  Amount
for all purposes under this Section.

     In  connection  with the foregoing, on or  before  the  date
which  is forty-five (45) days following the expiration  of  each
fiscal quarter (other than the last fiscal quarter) of Tenant (it
being  understood and agreed that Tenant's fiscal year shall  end
on  the  Saturday closest to January 31 in each year)  during  or
relating to the Financial Assurance Period (~ the dates which are
three  (3), six (6) and nine (9) months, respectively,  following
the  expiration  of the previous fiscal year of  Tenant),  Tenant
shall  furnish  or  cause  to be furnished  to  Landlord  current
financial  statements and a calculation of Tenant's then  current
tangible net worth, all



prepared   in  accordance  with  generally  accepted   accounting
principles (GAAP) and certified by the Chief Financial Officer of
Tenant.  In addition, on or before the date which is ninety  (90)
days  following  the  expiration of each fiscal  year  of  Tenant
during  or  relating  to the Financial Assurance  Period,  Tenant
shall  (i) furnish or cause to be furnished to Landlord  audited,
current   financial  statements  prepared  in   accordance   with
generally accepted accounting principles (GAAP) and certified  by
a  reputable  accounting firm reasonably acceptable to  Landlord,
and  (ii)  a  calculation of Tenant's then current  tangible  net
worth  (certified by Tenant's Chief Financial Officer),  prepared
in  accordance  with  generally  accepted  accounting  principles
(GAAP).   Tenant's  failure  to  timely  provide  any   financial
statement  required  pursuant  to  this  Section  shall,  without
further   notice,   constitute  a  default  under   this   Lease.
Notwithstanding  anything to the contrary herein,  all  financial
statements  provided to Landlord pursuant to  the  provisions  of
this  Paragraph  shall  be  subject to the  agreements  regarding
confidentiality set forth in that certain letter agreement  dated
July  12,  2000  and executed by Landlord's representative  (John
Plunkett)   on   July   13,   2000;   provided,   however,    and
notwithstanding  the  foregoing or any other contrary  provision,
Landlord   may   disclose  such  financial  statements   to   its
accountants, attorneys and other representatives and/or agents in
connection  with the administration of this Lease (which  parties
shall  also  maintain such financial statements as  confidential)
and/or  in  connection  with  any  litigation  or  other  dispute
concerning  this  Lease (provided Landlord shall  not  oppose  or
contest  a  motion  by  Tenant to have such documents  maintained
under seal of the decision making authority).

     The  Financial Assurance Amount shall be held  by  Landlord,
subject  to the following provisions of this Section, as security
for  the  faithful  performance by Tenant of all  of  the  terms,
covenants  and conditions of this Lease to be kept and  performed
by  Tenant  during  the remainder of the Lease  Term.  If  Tenant
defaults (beyond applicable notice and cure periods) with respect
to  any provision of this Lease, including but not limited to the
provisions  relating  to  the  payment  of  Fixed  Monthly  Rent,
Additional Rent and other charges payable to Landlord under  this
Lease, Landlord may (but shall not be required to) use, apply  or
retain all or any part of the Financial Assurance Amount for  the
payment  of  any  such sum in default or for the payment  of  any
amount  which Landlord may spend or become obligated to spend  by
reason  of  Tenant's default, or to compensate Landlord  for  any
other  loss  or  damage which Landlord may suffer  by  reason  of
Tenant's   default.  Notwithstanding  anything  to  the  contrary
contained  in this Lease, Landlord's receipt, use or  application
of the Financial Assurance Amount shall in no way limit any other
right  or  remedy  available  to Landlord  under  this  Lease  or
applicable law or equity.

     Provided  Tenant  is not then in default  under  this  Lease
beyond  applicable notice and cure periods, and  Tenant  has  not
previously  been  in default under this Lease  beyond  applicable
notice  and cure periods at any time during the period  in  which
Landlord was in receipt of the Financial Assurance Amount (or any
portion  thereof),  then on the first (151)  anniversary  of  the
expiration  of  the Financial Assurance Period (the "Disgorgement
Commencement  Date")  and  on  each  anniversary  of  such   date
thereafter, Landlord shall disgorge to Tenant an amount equal  to
one-seventh (1/7) of the amount of the Financial Assurance Amount
as of the Disgorgement



Commencement  Date  until  the  Financial  Assurance  Amount   is
completely   disgorged   to  Tenant;   provided,   however,   and
notwithstanding the foregoing, the seventh (7th) such payment  by
Landlord  to  Tenant shall include any remaining portion  of  the
Financial Assurance Amount. In the event Landlord is not required
to  disgorge  the  Financial Assurance Amount (or  any  remaining
portion thereof) then, provided such amount is not otherwise used
or applied by Landlord in accordance with the other provisions of
this  Section, Landlord shall return to Tenant (or, at Landlord's
option,  the  last assignee of Tenant's interest  hereunder)  the
remaining balance of the Financial Assurance Amount within thirty
(30) days following the expiration of the Term of this Lease.

     For  purposes of this Section, "tangible net worth  "  shall
mean   shareholders'  equity  in  Tenant,  minus  the  value   of
intangible assets, as defined under generally accepted accounting
principles  (GAAP) (as such definition exists as of November  30,
2000),  such  as,  but  not  limited to,  goodwill,  patents  and
trademarks.



[Rest  of Page Intentionally Left Blank with Signatures Contained
on Following Page]








IN  WITNESS WHEREOF, the parties have executed this Lease  as  of
27th day of August, 2003.


WITNESSES                               LANDLORD:

/s/ Shirley C Musselman                 TRANSMADISON, LLC
Print Name: Shirley C Musselman         a Nevada limited
                                        liability company



                                 By: TransMadison Management Corporation
                                     a Nevada corporation

                                 Its Managing Member

                                 By: /s/ John R Plunkett Jr

                                 Its President





                                TENANT

                                STERLING JEWLERS LLC



/s/ George S Frankovich           /s/ Robert D Trabucco

Print  Name George S Frankovich   Its Executive Vice President




STATE OF NEVADA      )

COUNTY OF CLARK      )

BEFORE  ME  a  Notary Public, in and for said County  and  State,
personally   appeared  John  R  Plunkett  Jr  the  President   of
TransMadison   LLC  a  Nevada  limited  liability  company,   who
acknowledged that he did sign the foregoing instrument  and  that
the  same is his free act and deed, and the free act and deed  of
said limited liability company.

IN  TESTIMONY  WHEREOF, I have hereunto set my hand and  official
seal this 2nd day of September 2003

                              /s/ Teresa A Neuman
                                   Notary Public

[notary stamp]

STATE OF OHIO )

 COUNTY OF SUMMIT )

BEFORE  ME,  a Notary Public, in and for said County  and  State,
personally   appeared  Robert  D  Trabucco  the  Executive   Vice
President of Sterling Jewelers LLC who acknowledged that  he  did
sign  the foregoing instrument and that the same is his free  act
and deed, and the free act and deed of said corporation.

IN  TESTIMONY  WHEREOF, I have hereunto set my hand and  official
seal this 27th day of August 2003





                         /s/ Andrea Bencker
                              Notary Public









                           EXHIBIT "A

               Legal Description of the Premises"





Land in the City of Madison Heights, Oakland County, Michigan
Lots 1,2,3,4, and 5 except the Northerly 15 feet thereof, and one-
half  vacated alley adjoining said Lots, and Lost 264,  265  266,
267,  268, 269, 270 and 271 and half vacated alley adjoining  Lot
271, JOHN R CLAWSON SUBDIVISION, of the Northeast one-quarter  of
the  Northeast one quarter of Section 2, Town 1, North  Range  11
East, according to the plat thereof as recorded in Liber 35, Page
13 of Plats, Oakland County Records.