ASSIGNMENT AND ASSUMPTION OF LEASE


       THIS   ASSIGNMENT  AND  ASSUMPTION  OF  LEASE   (this
"Assignment")  made  this 6 day of February,  2004,  by  and
between   TRANSGATE,  L.L.C.,  a  Nevada  limited  liability
company  ("Assignor"), having an address at  1605  Lake  Las
Vegas  Parkway, Henderson, Nevada 89011, and  AEI  INCOME  &
GROWTH  FUND  25 LLC, a Delaware limited liability  company,
and AEI ACCREDITED INVESTOR FUND 2002 LIMITED PARTNERSHIP, a
Minnesota  limited partnershipAEI 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  (as  tenants  in   common,
together collectively referred to as "Assignee"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 914 Two Mile Parkway, Nashville, Davison County,
Tennessee (the "Property");

      WHEREAS, Assignor has leased the Property to  Sterling
Jewelers Inc., a Delaware corporation ("Sterling"), pursuant
to  that certain Lease Agreement dated February 22, 2001, as
amended on November 1, 2001 (as amended, the "Lease"); and

      WHEREAS,  Assignor desires to assign its right,  title
and  interest  in and to the Lease to AssigneeAEI  Income  &
Growth Fund 25 LLC, an undivided twenty-five percent (25.0%)
interest  as a tenant in common; and AEI Accredited Investor
Fund  2002  Limited  Partnership, an undivided  seventy-five
percent (75.0%) interest as a tenant in common, and Assignee
desires  to  assume Assignor's right, title and interest  in
and to the Lease;

       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.

     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 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.

      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  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 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.

     6.    Counterparts.  This Agreement may be executed  in
several  counterparts,  each of which  shall  be  deemed  an
original, and all of which together shall constitute one and
the same instrument.


   [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:                TRANSGATE, L.L.C.,
                         a Nevada limited liability company

                         By:  TransGate Management Corp.,
                              a Nevada corporation, its
                              managing member


                              By:/s/ John R Plunkett
                              Name:  John R Plunkett
                              Title:    President


STATE OF NEVADA          )
                         ) ss.
COUNTY OF                )

      The foregoing was acknowledged before me this 29th day
of  January,  2004, by John R Plunkett Jr, the President  of
TransGate  Management  Corp.,  a  Nevada  corporation,   the
manager  of  TransGate,  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 25 LLC,
                         a    Delaware   limited   liability
                         company

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


                         By: /s/ Robert P Johnson
                                 Robert  P.  Johnson,  its
                                 President

                         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/ Robert P Johnson
                                 Robert P. Johnson, its President

STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

      The foregoing was acknowledged before me this  day  of
January,  2004, by Robert P. Johnson, the President  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 ___  day
of January, 2004, by Robert P. Johnson, the President of AEI
FUND  MANAGEMENT  XVIII, INC., a Minnesota corporation,  the
General Partner of AEI Accredited Investor Fund 2002 Limited
Partnership,  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]




                          EXHIBIT A

                      Legal Description


Tract I:

Being  a  parcel  of  land in the Tenth  Civil  District  of
Nashville, Davidson County, Tennessee, and being Lot F  &  a
portion of reserved parcel (81) on the Plat of Resubdivision
of  Lots  D,E, and F Rivergate Park of record in  Plat  Book
4300,  page  107  and  a  portion of the  Access,  Drainage,
Utilities  Easement on the Plan of Rivergate Park of  record
in  Plat Book 4175, page 107, Register's Office Said  County
and  more  particularly described according to a  survey  by
Edward L Adams RLS #1139 made December 8, 2003 as follows:

Beginning at a PK Nail (found) located in the east right-of-
way  line of Two Mile Parkway (92 foot right of way),  being
the  southwest corner of Two Mile Partners of record in Deed
Book  6697,  page 347 and being Lot E of said Plat  of  said
Plat of Resubdivision of Lots D, E, F Rivergate Park; Thence
with  said Two Mile Partners South Line North 71 deg 23  min
11  sec East 169.98 feet to a railroad spike (found); Thence
with a cruve to te left having a central angle of 19 deg  29
min  00  sec a radius of 87.50 feet, an arc length of  29.75
feet,  and a chord bearing and distance of North 61  deg  38
min  41  sec  East 29.61 feet to a railroad  spike  (round);
Thence  North  51  deg 54 min 11 sec East 16.63  feet  to  a
railroad  spike (found); Thence North 51 deg 52 min  35  sec
East 17.50 feet to an iron pin (found) in the South Line  of
the  Tennessee  District Council of The Assemblies  of  God,
Inc.  of record in Deed Book 7799, page 21 and being on  the
centerline  of the Access, Drainage, and Utilities  Easement
on  said  plat  of Rivergate Park Plat Book  4175  page  107
Thence  with  said  South  Line of  the  Tennessee  District
Council  of The Assemblies of God, Inc. and a curve  to  the
left  having  a central angle of 36 deg 24  min   41  sec  a
radius  of  117.50 feet an arc length of 74.67 feet,  and  a
chord  bearing an distance of South 56 deg 19  min  46  East
73.42  feet to an iron pin (found); Thence South 74  deg  32
min  07  sec  East 54.56 feet to an ion pin (found);  Thence
with a curve to the left having a central angle of 02 deg 26
min  31  sec a radius of 67.50 feet, an arc length  of  2.88
feet,  to  an  iron  pin (found) said  iron  pin  being  the
northwest corner of TRU Realty Corporation of record in Deed
Book   5947 page 464 Thence with said TRU Realty Corporation
northwest line South 13 deg 01 min 22 sec West 17.50 feet to
an  iron pin (found) being the northwest corner of Lot 1  on
the  Plat  of Rivergate Park corner of record in  Plat  Book
5200  page 498 Thence south 35 deg 12 min 30 sec West 105.63
feet  to  a PK Nail (found) Thence North 54 deg 34 min  West
264.43 feet to a punch hole in walk (found) in East right of
way  line  of  said Two Mile Parkway said punch  hole  being
South  06 deg 52 min 08 sec West 2.11 feet from an iron  pin
(found) Thence with sadi East right of way line North 18 deg
35  min  00  sec West 284.93 feet tot the point of beginning
containing 1.252 acres more or less.

Tract II:

The  access,  drainage  and utility easements,  including  a
privately  owned  circulation road,  all  as  shown  on  the
recorded play of Rivergate Park of record in Book 4175, page
107  in the Office of Register of Deeds for Davidson County,
Tennessee.






                                                    Store No
                                        914 Two Mile Parkway
                                        Nashville, Tennessee






                            LEASE

                           BETWEEN

                       TransGate, LLC
             a Nevada limited liability company

                             AND

                    STERLING JEWELERS INC

                   a Delaware corporation





                            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 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  information
relative to the development of the Premises Site (the .'Site
Plan").

     ...Exhibit  "C". A list of the plans and specifications
prepared  and  provided by Tenant and approved by  Landlord,
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-  I  ".  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.


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




Assignment Agreement:               shall  mean that certain
                         agreement   between   Tenant,    as
                         assignor,    and    Landlord,    as
                         assignee,   whereby   Tenant    has
                         assigned  to Landlord  all  of  its
                         rights  and interest in and to  the
                         Contract  of Purchase and Sale  and
                         Landlord  has agreed to  Lease  the
                         Premises   to   and   develop   and
                         construct the Premises for Tenant.

Building:                                 shall   mean   the
                         building  containing  approximately
                         6,000 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.

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   one
                         hundred  fifty  (150)  day   period
                         immediately following the  date  of
                         the  closing on the acquisition  of
                         the Premises.

Contract of Purchase
And Sale:                                 shall  mean   that
                         certain agreement between Shoney's,
                         Inc.,  as  seller, and  Tenant,  as
                         buyer,  entered into  on  or  about
                         January  22,  2001, whereby  Tenant
                         has   the  right  to  purchase  the
                         Premises.
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:                 12% 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,  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.

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:                     TransGate, L.L.C.
                         1600 Lake Las Vegas Parkway
                         Henderson, Nevada 89011
                         Attention: John R. Plunkett, Jr.
                         FAX: (702) 564-9886

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 Year:                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, of less than twelve
                         (12)  consecutive  calendar  months
                         between  the last day of the  Lease
                         Year and the expiration of the Term
Permitting Period:                 shall mean the sixty (60)
                         days immediately following the date
                         Landlord executes this Lease.
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 the 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:                                    certain    real
                         property      more     particularly
                         described  in  Exhibit  A  together
                         with   all   improvements  thereon,
                         located  at  914 Two Mile  Parkway,
                         Nashville, Tennessee-
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:

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 Inc.
                         375 Ghent Road
                         Akron, Ohio 44333
                         Attn: Real Estate Department
                         FAX: (330) 668-5050

                         With copies to:

                         Brouse McDowell LP A
                         1001 Lakeside Avenue, 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.

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  Term. 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
tile  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 Monthly 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 existing exclusive  uses  then  in
effect with respect to the Premises.

     3.2 Condition of Premises. Subject to the due diligence
periods  and  contingency periods provided  in  this  Lease,
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,  orders or regulation of any federal, state, or  local
executives    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
permission of any duly constituted authority for the purpose
of  doing  any  of the things which Tenant  is  required  or
permitted 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 coyer 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 to 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, upon 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 return  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 harmless  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,  judgments,  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
Landlord  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 opera~e 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 REP AIRS

     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-
structural, 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
perform  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
termination 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 of such 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    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 rail 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 claimmed
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  D 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 terminate 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 within 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 as 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
partial  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  perfonne8by  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.  fu 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
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 have 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 the 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 WARRANTIES; 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 teI111, and will not be rendered
insolvent by the transactions contemplated by this Lease.

                         ARTICLE 13
                   [Intentionally Omitted]


                         -ARTICLE 14
                   [IntentionallyOmitted]


                         ARTICLE 15
                        CONSTRUCTION

     15.1  Permits. Landlord shall use its diligent  efforts
to  obtain all necessary governmental and quasi-governmental
permits  and  approvals (collectively the "Permits")  on  or
before  the  expiration  of  the  Permitting  Period.   Once
Landlord has secured all necessary Permits it shall  provide
Tenant with written notice (the "Permit Approval Notice").

     15.2 Landlord's work After having obtained the Permits,
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 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 perform 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
termination 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  .I
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  of a 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  or  in  this   section
constitutes a reasonable estate of damages that  Tenant  is.
likely  to  incur  m the event of a breach  by  Landlord  as
herein provided, and shall not constitute a penalty .

                         ARTICLE 16
                     GENERAL PROVISIONS

     16.1   Quiet  Enjoyent.  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 Tenn.

     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 RequestiI1g 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  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  F AX 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 fonn" 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 and 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  finally  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 MATTERS ARISING OUT OF OR IN
ANY  W  A  Y CONNECTED WITH THIS LEASE, THE RELATIONSHIP  QF
LANDLORD  AND TENANT, AND/OR TENANT'S USE OR OCCUP  ANCY  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
tenns, 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,  rum,
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 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, consent or  approval
shall not be unreasonably or arbitrarily withheld 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 continuously 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 fmal 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 thhree (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  decisionmaking
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
(1) 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  (71h)   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.

     16.28   Repurchase  Agreement.  Landlord   and   Tenant
acknowledge  that  they  have  entered  into  that   certain
agreement, simultaneously with the execution of this  Lease,
whereby  if  certain conditions are not  satisfied  (as  set
forth  more fully therein) Landlord shall have the right  to
require Tenant to repurchase the Premises (the "Put Option")
for   the   Repurchase  Price  (as  defined  therein)   (the
"Repurchase Agreement"). In the event Landlord exercises the
Put  Option  in accordance with the terms of the  Repurchase
Agreement, this Lease shall automatically terminate  and  be
null and void and of no further force and effect.
IN  WITNESS WHEREOF, the parties have executed this Lease as
of the 22nd day of February,2001.

WITNESS                            LANDLORD
/s/ Sherry Harrison                TransGate, LLC
Print   Name  Sherry  Harrison     a Nevada limited liability company

                                   By TransGate Management Corp
                                      a Nevada corporation
                                   Its  Managing Member

                                   By /s/ David Voorhies
                                   Its Treasurer


     16.28   Repurchase  Agreement.  Landlord   and   Tenant
acknowledge  that  they  have  entered  into  that   certain
agreement, simultaneously with the execution of this  Lease,
whereby  if  certain conditions are not  satisfied  (as  set
forth  more fully therein) Landlord shall have the right  to
require Tenant to repurchase the Premises (the "Put Option")
for   the   Repurchase  Price  (as  defined  therein)   (the
"Repurchase Agreement"). In the event Landlord exercises the
Put  Option  in accordance with the terms of the  Repurchase
Agreement, this Lease shall automatically terminate  and  be
null and void and of no further force and effect.
IN  WITNESS WHEREOF, the parties have executed this Lease as
of the 22nd day of February,2001.

WITNESSES                          TENANT:
                                   STERLING JEWELERS INC.
/s/ Geroge S Frankovich            By /s/ Richard W Miller
Print  Name George S Frankovich    Its  Executive Vice President
/s/ Jennifer L Ritchey
Print Name Jennifer L Ritchey

STATEOF NEVADA)
COUNTY OF CLARK)

BEFORE  ME,  a Notary Public, in and for said County  and  State,
personally  appeared  David Voorhies the Treasurer  of  TransGate
Management  Corp., the Managing Member of TransGate, L.L.C.,  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 21st day of February,2001.

                              /s/ Shirley C Musselman
                                     Notary Public

[notary stamp]



STATE OF OHIO
COUNTY OF SUMMIT

BEFORE  ME,  a Notary Public, in and for said County  and  State,
personally  appeared  Richard W Miller, the  Exec  Vice  Pres  of
Sterling  Jewelers Inc. 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 21st day of February, 2001.

                              /s/ Jennifer L Ritchey
                                    Notary Public

[notary stamp]





                            EXHIBIT A

                 Legal Description of Property









TRACT I:

Land  in  the 10th Civil District of Davidson County,  Tennessee.
bounded  on the west by Two Mile Pike, located north of  Gallatin
Road,  being Lot "F" of the resubdivision of Rivergate  Park,  of
record in Book 4300, page 107, Register's Office for said County,
more particularly described as follows:

Beginning  at a point on the easterly right of way  of  Two  Mile
Pike, south 18 degrees 35' east 573.12 feet from the center  line
of  Bluebird Drive; thence north 71 degrees 25' east 169.98  feet
to  a  point,  the beginning of a curve to the left; thence  with
said  curve having a radius of 87.50 feet and a central angle  of
19  degrees  29', 30.04 feet to a point; thence north 51  degrees
56'  east  16.63 feet to a point on the southerly  margin  of  an
access easement; thence easterly along said easement and around a
curve  having a radius of 135.00 feet and a central angle  of  36
degrees  26'  85.84 feet to a point; thence south 74 degrees  30'
east 54.59 feet to a point, the beginning of a curve to the left;
thence  along  said curve having a radius of  85.00  feet  and  a
central  angle of 2 degrees 27' 3.63 feet to a concrete monument;
thence  south 35 degrees 18' west 105.49 feet to a point;  thence
north 54 degrees 46' west 27.00 feet to a point; thence south  35
degrees 18' west 264.41 feet to a point on the easterly margin of
Two  Mile Pike; thence along Two Mile Pike, north 18 degrees  35'
west 285.00 feet to the point of beginning containing 1.32 acres,
more or less.

Less  and except any portions of such property conveyed or  taken
for rights of way for public streets or roads.

Being  the  same property conveyed to TransGate, LLC  by  Special
Warranty  Deed  from  Shoney's Inc., as of record  in  Instrument
No.20010223-0017124,  Register's  Office  for  Davidson   County,
Tennessee.

TRACT II:

A  triangular tract or parcel of land located in Davidson County.
Tennessee and being a portion of the "Reserved" Parcel  as  shown
on  the plan of Lot "F" of Rivergate Park of record in Plat  Book
4300,  page 107, Register's Office of Davidson County, Tennessee,
and being more particularly described as follows:

Beginning at an iron pin on the easterly margin of Two Mile Pike,
said  point  of  beginning  being the  south-western-most  common
corner  of Lot No. "F" and this reserved parcel as shown  on  the
aforesaid subdivision plan; thence leaving the margin of the said
road North 35 degrees 51' 47" East 264.58 feet to a point; thence
with  the line of said Lot "F" North 55 degrees 07' 22" West 2.60
feet to an iron pin; thence continuing with said Lot "F" South 35
degrees  18' East 264.55 feet to an iron pin set on the  easterly
margin of the aforesaid Two Mile Pike.

Less  and except any portions of such property conveyed or  taken
for rights of way for public streets or roads.

Being  the  same property conveyed to TransGate, LLC  by  Special
Warranty  Deed from Shoney's Inc, as of record in Instrument  No.
20010223-0017124,   Register's  Office   for   Davidson   County,
Tennessee.




TRACT III:

All  of Grantor's right, title and interest in and to the access,
drainage  and  utility  easements, including  a  privately  owned
circulation road, all as shown on the recorded plan of  Rivergate
Park  of  record  in Book 4175, page 107, in the  office  of  the
Register of Deeds for Davidson County, Tennessee.