ASSIGNMENT AND ASSUMPTION OF LEASE

      THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment")
made  this  9th day of February, 2004, by and between TRANSMILLS,
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 XXI Limited Partnership,  a
Minnesota limited partnership, and AEI Net Lease Income &  Growth
Fund XX Limited Partnership, a Minnesota limited partnership  (as
tenants   in  common,  together  collectively  referred   to   as
"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  7684 Arundel Mills Boulevard, Hanover, Anne  Arundel
County, Maryland (the "Property");

      WHEREAS, Assignor has leased the Property to Sterling Inc.,
an  Ohio corporation ("Sterling"), pursuant to that certain Lease
Agreement  dated April 26, 2001, as amended on November  1,  2001
(as amended, the "Lease"); and

      WHEREAS,  Sterling  Jewelers Inc., a  Delaware  corporation
("Guarantor") has executed a Guaranty of Lease dated November  1,
2001 (the "Guaranty"); and

      WHEREAS,  Assignor desires to assign its right,  title  and
interest  in  and to the Lease and the Guaranty to AEI  Income  &
Growth  Fund XXI Limited Partnership, an undivided fifty  percent
(50.0%) interest as a tenant in common; and AEI Net Lease  Income
&  Growth Fund XX Limited Partnership, an undivided fifty percent
(50.0%)  interest as a tenant in common, and Assignee desires  to
assume  Assignor's right, title and interest in and to the  Lease
and the Guaranty;

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

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

      2.    ACCEPTANCE  OF  ASSIGNMENT AND ASSUMPTION.   Assignee
hereby  accepts the foregoing assignment, and hereby assumes  and
agrees  to  be bound by and perform all of Assignor's obligations
and  liabilities to be performed and/or occurring under the Lease
or  the  Guaranty  on  or  after the Effective  Date,  including,
without  limitation,  the  obligations  for  return  of  security
deposits as provided in the Lease or the Guaranty 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 or the  Guaranty  by
reason  of  any  failure or alleged failure of Assignor  to  have
complied  with  or to have performed, before the Effective  Date,
the  obligations  of the landlord thereunder  which  were  to  be
performed before the Effective Date.

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

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

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

     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:                TRANSMILLS L.L.C.,
                         a Nevada limited liability company

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


                              By: /s/John R Plunkett Jr.,President
                              Name:  John R Plunkett Jr
                              Title:  President


STATE OF NEVADA          )
                         ) ss.
COUNTY OFCLARK           )

      The  foregoing was acknowledged before me this 29th day  of
January, 2004, by John R Plunkett Jr, the President of TransMills
Management   Corp.,  a  Nevada  corporation,   the   manager   of
TransMills,   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 seal]


ASSIGNEE:                AEI INCOME & GROWTH
                         FUND XXI LIMITED PARTNERSHIP,
                         a Minnesota limited partnership

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


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


                         AEI NET LEASE INCOME & GROWTH
                         FUND XX LIMITED PARTNERSHIP,
                         a Minnesota  limited partnership

                         BY:  AEI FUND MANAGEMENT XX, 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  29  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 XXI Limited Partnership,  a
Minnesota limited partnership, who acknowledged the execution  of
the foregoing instrument to be the voluntary act and deed of said
corporation by authority of its Board of Directors.

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

                              /s/ Jennifer L Schreiner
                                  Notary Public

[notary stamp]

STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

      The  foregoing was acknowledged before me this  29  day  of
January,  2004, by Robert P. Johnson, the President of  AEI  Fund
Management XX, INC., a Minnesota corporation, the General Partner
of  AEI Net Lease Income & Growth Fund XX Limited Partnership,  a
Minnesota limited partnership, who acknowledged the execution  of
the foregoing instrument to be the voluntary act and deed of said
corporation by authority of its Board of Directors.

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

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






                           EXHIBIT "A"
                    LEGAL DESCRIPTION OF LAND


All of those lots or parcels of land located in Anne Arundel
County, Maryland and more particularly described as follows:

BEGINNING for the same at a point where the Easter boundary line
of Block "E" Lot 5 intersects the Northern right-of-way of
Arundel Mills Boulevard (Variable Width Public R/W) as shown on
Administrative Plat 5 of 11 entitled "Arundel Mills-Block "A" Lot
1, Block "B" Lot 1, Block "d" Lots 2 and 6, Block "E" Lots 2 and
5, Block "F" Lots 1 and 2, Block "G" Lot 1 and Reserve Parcels
"A" through "H", recorded among the Plat Records of Anne Arundel
County, Maryland in Plat Book 232, Page 35, Plat No. 12161,
thence leaving said point of beginning and running with an d
binding on part of the Northern right-of-way line of said
Boulevard, the following four (4) courses and distances, with all
the courses and distances referenced to the Maryland N.A.D. 1983
North Grid Meridian, viz:

1.    North 86 degrees 12 minutes 09 seconds West 46.44 feet to
an iron pipe and cap set (Corp.          41), thence
2.   South 48 degrees 47 minutes 51 seconds West 28.28 feet to an
iron pipe and cap set                      (Corp. 41), thence

3.   North 86 degrees 12 minutes 26 seconds West 2.46 feet to an
iron pipe and cap set (Corp. 41)       at a point of curvature,
thence

4.   184.28 feet along the arc of a tangent curve to the left
having a radius of 1713.00 feet and             being subtended
by a chord bearing North 89 degrees 17 minutes 04 seconds West
184.19            feet, thence leaving the aforesaid right-of-way
line and running with and binding on the                division
line of Reserve Parcel "G" and the parcel of land now being
described as shown on         the Plat mentioned above, the
following six (6) courses and distances, viz:

5.    North 02 degrees 22 minutes 24 seconds West 92.14 feet

  6.  North 55 degrees 52 minutes 46 seconds East 2777.44 feet

     7.South 10 degrees 52 minutes 46 seconds West 19.39 feet

  8.   South 34 degrees 07 minutes 14 seconds East 40.91 feet to a
     point of curvature, thence with a tangenet curve,

9.   66.18 feet along the arc of a curve to the right having a
radius of 100.00 feet and being subtended by a chord bearing
South 15 degrees 09 minutes 39 seconds East 64.98 feet, to a
point of tangency, thence with a tangent line,

10.  South 03 degrees 47 minutes 56 seconds West 119.23 feet to a
point of beginning

Containing 44,359 square feet of 1.018 acres of land more or less





                                                   Store No. 0470
                                                    Arundel Mills
                                    Anne Arundel County, Maryland




                              LEASE

                             BETWEEN

                       TRANSMILLS, L.L.C.
               A Nevada limited liability company


                               AND

                         STERLING INC.,
                       An Ohio corporation






                      Dated: April 26, 2001



                              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:
                            ARTICLE1
                  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-l  ". The list of items which comprise  Tenant's
Work (as hereinafter defined).

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

     Exhibit "E". The projected cost to perform Landlord's Work.
                              Exhibit    "F".   Tenant's    Trade
Fixtures  which shall remain the personal property of Tenant  and
may be removed upon expiration or termination of this Lease.

     Exhibit "Q". The Prohibited Uses.

     Exhibit "H". The certification of gross sales.

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

Arundel Mills Purchase
and Sale Agreement:        shall   mean  that  certain  agreement
                    between   Arundel   Mills  Residual   Limited
                    Partnership, as Seller, and Tenant, as buyer,
                    entered  into  on or about October  13,  2000
                    whereby Tenant has the right to purchase  the
                    Premises.

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 Arundel Mills Purchase and  Sale
                    Agreement  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 period commencing  upon
                    the  execution of this Lease and  ending  one
                    hundred fifty (150) days following the  later
                    of i) the date of the Permit Approval Notice,
                    or  ii) the date Tenant is satisfied that the
                    Roadway  Improvements will be  completed  and
                    provides notice to Landlord.

CPI:                shall  mean the revised Consumer Price  Index
                    for  All  Urban Consumers (1982-1984 =  100),
                    U.S.  City  Average All Items promulgated  by
                    the  Bureau of Labor Statistics of the United
                    States Department of Labor.

CPI Adjustment:                         shall mean that fraction,
               the  numerator of which shall be the CPI published
               for  the month closest to, but prior to, the  date
               of  the  adjustment, and the denominator of  which
               shall be the CPI as of the date of the recordation
               of the deed pursuant to the Arundel Mills Purchase
               and Sale Agreement.

Deed Restrictions:  shall   mean   those   certain   restrictions
                    contained  in the Deed which transferred  the
                    Premises from Arundel Mills Residual  Limited
                    Partnership  to  Landlord  pursuant  to   the
                    Arundel Mills Purchase and Sale Agreement.



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:           TransMills, L.L.C.
                    Attention: John R. Plunkett, Jr.
                    1605 Lake Las Vegas Parkway
                    Henderson, Nevada 89011
                    F AX: (702) 564-9886

With a copy to:

                    Stephen Shapiro, Esq.
                    420 East Carrillo Street
                    Santa Barbara, California 93101
                    F AX: (805) 965-8726


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.

Maintenance Assessment:   shall have the same meaning as  is  set
                    forth in the Master Declaration.

Master Declaration:        shall   mean   that   certain   Master
                    Declaration    of    Easements,    Covenants,
                    Conditions and Restrictions recorded  in  the
                    Land Records of Anne Arundel County, Maryland
                    in  Liber  9769, folio 701. as  amended  from
                    time to time.

Partial Lease Years:      shall mean the period, if any, of fewer
                    than  twelve (12) consecutive calendar months
                    between  the Commencement Date and the  first
                    day  of  the first Lease Year and the period,
                    if any, 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  period
               beginning on the date Landlord executes this Lease
               and  ending on the Construction Commencement  Date
               as  defined in the Arundel Mills Purchase and Sale
               Agreement.
                    Permitted  Uses:      shall  mean  a   retail
               jewelry  store  operating  under  the  trade  name
               "Jared,  The  Galleria of Jewelry"  and  which  is
               substantially   identical   (including,    without
               limitation.   with   respect  to   store   design,
               inventory and operations) to those certain  Jared,
               The Galleria of Jewelry stores currently operating
               in  the  Baltimore, Maryland and Washington,  D.C.
               regions; provided, however, Tenant may operate the
               Premises under a different trade name so  long  as
               all  Jared. The Galleria of Jewelry stores in  the
               Baltimore,  Maryland and Washington, D.C.  regions
               are  operating under such modified trade name;  or
               such other uses as permitted by Section 3.1.

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

Premises:           that  certain real property more particularly
                    described  in  Exhibit A" which is  generally
                    depicted  as  Parcel E-4 on  the  Site  Plan,
                    together   with  all  improvements   thereon,
                    located  in  Anne Arundel County ,  Maryland.
                    The  Premises  shall  include  the  right  of
                    Tenant,  together with its employees, agents,
                    customers, business invitees, business guests
                    and  licensees,  to  use  that  certain  non-
                    exclusive,  perpetual easement for pedestrian
                    and vehicular traffic, ingress and egress  to
                    and  from  the  Premises  and  those  certain
                    tracts  or  parcels  of  land  designated  as
                    Parcel  E-3 and Parcel E-5 on the  Site  Plan
                    over  all  portions of the Entrance  Driveway
                    (as depicted on the Site Plan) and all access
                    drives,  access roads and other  improvements
                    installed  for purposes of affording  access,
                    ingress  and  egress, which are located  from
                    time to time on the Premises, Parcel E-3  and
                    Parcel E-5.

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 ".

Promotion Assessment:    shall mean the annual assessment for the
                    purpose    of   advertising   and   promoting
                    businesses to be conducted upon the  Premises
                    and
                    the other properties in the development where
                    the  Premises  are  located  as  provided  in
                    Article 7 of the Master Declaration.

Renewal Terms:           two (2) terms of five (5) year(s) each.

Roadway Improvements:    shall mean those certain improvements to
                    be made to Arundel Mills Boulevard and the 1-
                    295 interchange with Arundel Mills Boulevard

Seller:                    shall  mean  Arundel  Mills   Residual
Limited Partnership.

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

                    With copies to:

                    Brouse McDowel1 LP A
                    1001 Lakeside Avenue, Suite 1600
                    Cleveland, Ohio 44114
                    Attn: David A. Lum, Esq.
                    F AX: (216) 830-6807

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

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

                            ARTICLE2
                          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  detennined.  Landlord and  Tenant  shall  retroactively
adjust the Fixed Monthly Rental payments once the computation  of
Exhibit  "E"  has  been  finalized. In  the  event  the  cost  of
developing and constructing the Premises, including the  Building
and  related improvements, increases as a result of a  change  in
the Plans and Specifications requested by Tenant or an unforeseen
event  or circumstance beyond the control of the parties  hereto,
such increase in cost shall, at the option of Tenant, (i) be paid
by  Tenant;  or  (ii)  be added to the Premises  Cost  and  Fixed
Monthly  Rent  shall be adjusted accordingly; provided,  however,
that  if  the additional cost of developing and constructing  the
Premises is due to the gross negligence or willful misconduct  of
Landlord,  then Tenant shall have no liability therefor  and  the
Premises Cost and Fixed Monthly Rent shall not be increased as  a
result  thereof,  such  cost  being the  sole  responsibility  of
Landlord.

     2.4  ADDITIONAL RENT. In addition to the Fixed Monthly Rent,
as  increased,  Tenant .?i shall pay to the parties  respectively
entitled thereto all insurance premiums, Taxes (as defined in .:;
Article  4),  the Maintenance Assessment (as defined  in  Section
2.8),  the  Promotion  Assessment (as defined  in  Section  2.8),
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 of ten (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 "Late 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.

     2.8  MAINTENANCE  AND  PROMOTION  ASSESSMENT.  Landlord  and
Tenant  understand and acknowledge that there may  be  a  certain
Maintenance  Assessment  and  Promotion  Assessment  against  the
Premises pursuant to the Deed Restrictions. Master Declaration or
other documents affecting the Premises. Such Assessments shall be
the  sole responsibility of Tenant during the term of this  Lease
and  shall be paid by Tenant as and when such Assessments  become
due  and  payable.  The rights and responsibilities  pursuant  to
such  Assessments  shall "pass-through" to Tenant  and  shall  be
binding  on  and  inure to the benefit of Tenant. Landlord  shall
cooperate  with  Tenant  to seek enforcement  of  any  rights  or
remedies with respect to such Assessments.

     2.9 Intentionally omitted

                            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  for  a  single
commercial  purpose  only. shall be subject  to  all  matters  of
record.  and  shall  not diminish the value of  the  Premises  or
violate any applicable zoning codes. the Master Declaration.  the
Prohibited Uses (as set forth on attached Exhibit .'G"),  or  any
existing  exclusive  or  restrictive uses  which  Seller  or  its
affiliates may grant for the benefit of another owner or occupant
of the development of which the Premises are a part.

     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 .1 (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 there from.

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


cooperate with Landlord in any program between Landlord  and  any
governmental  entity for proper disposal and/or recovery  of  any
Permitted Hazardous Material.

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

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

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

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

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


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

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

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

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

     3.5  PERMITS  AND  LICENSES. After  Tenant's  acceptance  of
Landlord's  delivery  of  the Premises, Tenant  shall  be  solely
responsible  to  apply  for and secure  any  building  permit  or
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 cover any period of time prior to, or after the expiration
of, the Lease Term, Landlord shall reimburse Tenant to the extent
required. If Tenant shall fail to pay any such Taxes, Landlord
shall have the right (but not the obligation) to pay the same, in
which case Tenant shall repay such amount plus any penalties and
interest resulting there from to Landlord within five (5) days
after receipt of a bill therefor.

     4.2  DEFINITION OF "TAXES". As used herein, the term "TAXES"
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 there from and Landlord's business
of leasing the Premises;

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


     4.2.3   all   inspection   fees,  taxes,   bonds,   permits,
certificates,  assessments  and sales,  use,  property  or  other
taxes, fees or tolls of any nature whatsoever (together with  any
related  interest or penalties) now or hereafter imposed  against
Landlord  or  Tenant  by  any federal,  state,  county  or  local
governmental  authority upon or with respect to the Premises,  or
the  use thereof, or upon the possession, leasing, use, operation
or  other  disposition thereof, or upon the  rents,  receipts  or
earnings  arising  there from 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 "TAXES" 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 c 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 maybe,  to  their  respective
property,  the  Premises or its contents that are  caused  by  or
result  from  risks insured against under any insurance  policies
required to be carried by the parties under this Lease or carried
by  the  parties  hereto and in force at the  time  of  any  such
damage.  The foregoing waivers of subrogation shall be  operative
only  so long as available in the jurisdiction where the Premises
are  located and so long as no policy of insurance is invalidated
thereby.

     5.4  PAYMENT  OF INSURANCE. In the event that  Tenant  shall
fail  to obtain the insurance policies required hereunder  or  to
pay  the premiums due for the insurance policies required hereby,
Landlord shall have the right, but not the obligation, to procure
or  to  pay the same in which case Tenant shall repay such amount
plus any penalties or additional amounts resulting there from  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.



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


     7.6   SIGNS.  Tenant  shall have the right  to  install  and
maintain a sign or signs on all fascia of the Premises; provided,
however, that any exterior signage shall not represent more  than
one  trade  name.  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.

                            ARTICLE8
           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   EIQHTEEN   (18)    MONTHS.
Notwithstanding anything to the contrary in this  Article  8,  if
the  Premises  is damaged or destroyed by fIfe 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 tem1inate 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 A WARD. The entire award or compensation
in such eminent domain proceeding, whether for a total or partial
taking or for diminution in the value of the


leasehold  or  for  the  fee, shall be distributed  to  Landlord;
provided however, that Tenant may apply for award of the value of
Tenant's  Trade  Fixtures  or other personal  property,  loss  of
income,  relocation  costs, improvements and  the  value  of  the
leasehold interest created hereby, according to the law in effect
in  the  jurisdiction where the Premises are located, so long  as
such  award does not diminish the value of Landlord's  award.  In
the  event  that  a separate award is not made to Tenant,  Tenant
shall be entitled to share in any award made to Landlord, as long
as  Landlord  first receives the fair market value  of  the  real
property upon which the Premises are located plus the unamortized
Premises Cost.



                           ARTICLE 10
                    ASSIGNMENT AND SUBLETTING

     10.1 RIGHT OF ASSIGNMENT AND SUBLETTING.

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

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

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


                           ARTICLE 11
                       DEFAULT REMEDIES

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


     11.1.1 [Intentionally Omitted]

     11.1.2  The failure by Tenant to make any payment  of  Fixed
Monthly Rent, Additional Rent or any other payment required to be
made by Tenant hereunder, where after written notice thereof from
Landlord  to Tenant, such failure shall continue for a period  of
ten (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 term, and will not be
rendered  insolvent  by  the transactions  contemplated  by  this
Lease.
                           ARTICLE 13

                      GROSS SALES STATEMENT

                              Within  forty-five (45) days  after
the end of each calendar year following the recording of the deed
in  accordance with the terms of the Arundel Mills  Purchase  and
Sale  Agreement,  Tenant  shall deliver  to  Seller  or  Seller's
designated  representative  a  written  statement  in  the   form
attached  hereto  as Exhibit "H" certified to be  correct  by  an
authorized  officer of Tenant setting forth the amount  of  gross
sales  received  from  or  at the Premises  including,  sales  of
licensees or concessionaires operating at the Premises.


                           ARTICLE 14
                  DUE DILIGENCE AND PERMITTING

     14.1 Intentionally omitted.

     14.2 Intentionally omitted.

     14.3 Intentionally omitted.

                           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 Pem1its,
Landlord shall construct the Premises and related improvements on
the  Premises  Site on a turnkey basis at no cost to  Tenant,  in
accordance with the Plans and Specifications attached  hereto  as
Exhibit   "C"  and  in  accordance  with  the  zoning,  building,
environmental, health and safety codes of the governmental  units
in  which the Premises are situated ("Landlord's Work"). Landlord
shall  complete  all  foundations  for  the  improvements  to  be
constructed on the Premises (to Commence Construction as  defined
in  the  Arundel Mills Purchase and Sale Agreement) on or  before
the  later to occur of (i) the date which is five (5) days  after
the  Roadway  Improvements are opened for vehicular  traffic;  or
(ii)  three  (3)  months after the date of the execution  of  the
Arundel  Mills Purchase and Sale Agreement 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
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 for in this section constitutes a
reasonable estimate of the damages that Tenant is likely to incur
in  the  event  of a breach by Landlord as herein  provided,  and
shall not constitute a penalty.

     15.8 COMPLETION OF ROADWAY IMPROVEMENTS. Landlord and Tenant
acknowledge  that pursuant to Section 7.25 of the  Arundel  Mills
Purchase and Sale Agreement there may be remedies against  Seller
if  the Roadway Improvements are not substantially completed  and
opened  for  vehicular traffic on or before July 1,2001.  If  the
Roadway  Improvements are not so completed, Landlord  and  Tenant
shall  cooperate  with each other (at no cost to Landlord  except
for time) to establish the conditions and recover from Seller the
amounts  provided in Section 7.25 of the Arundel  Mills  Purchase
and Sale Agreement To the extent Landlord and Tenant are able  to
recover  such sums from the Seller they shall either: i) be  paid
to  Tenant,  or  ii) paid to Landlord for the account  of  Tenant
Landlord  shall  cooperate with Tenant and  take  all  reasonable
action  necessary to assist Tenant in collecting such  sums  from
Seller.


                           ARTICLE 16
                       GENERAL PROVISIONS

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

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

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

     16.3.1  It  is  a  condition, however, of the  subordination
provisions of Section 16.3 above that Landlord shall procure from
any  such  mortgagee  an  agreement in writing,  which  shall  be
delivered to Tenant, providing in substance that (i) so  long  as
Tenant shall faithfully discharge the obligations on its part  to
be  kept  and  performed under the terms of this Lease,  Tenant's
tenancy  will  not be disturbed nor this Lease  affected  by  any
default or foreclosure under such


mortgage,  and  that the mortgagee agrees that this  Lease  shall
remain  in  full  force  and effect even though  Default  in  and
foreclosure under the mortgage may occur; and (ii) such mortgagee
shall  permit insurance proceeds or condemnation awards,  as  the
case  may  be,  to  be  used for any restoration  and  repaid  as
required by the provisions of this Lease as set forth in Sections
8  and  9. The word "mortgage" as used herein means (i) any lease
of  land  only  or  of  land and buildings in  a  sale-lease-back
transaction  involving all or any part of the Premises,  or  (ii)
any mortgage, deed of trust or other similar security instruments
constituting a lien upon all or any part of the Premises, whether
the  same shall be in existence as of the date hereof or  created
hereafter,  and  any  modifications,  extensions,  renewals   and
replacements  thereof. "Mortgagee" as used herein means  a  party
having  the  benefit of a Mortgage, whether as lessor, mortgagee,
trustee or note- holder.

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

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


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

made  by  any succeeding occupant founded on such delay. Tenant's
obligation to observe or perform this covenant shall survive  the
expiration or other termination of the Lease Term.

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

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

     16.  7  ENTIRE AGREEMENT. This Lease constitutes the  entire
agreement  between Landlord and Tenant and supersedes  all  prior
agreements  between  them with respect to the  Premises,  whether
written or oral.

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

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

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

     16.10.1  At the time that the Commencement Date of the  term
of  this  Lease is firmly established, the parties shall promptly
enter  into  a  Supplemental Lease Agreement, setting  forth  the
actual  commencement and expiration of the Initial Term  and  any
extensions thereof 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  firmly  established  before  a  short  form  lease   or
memorandum of lease has been executed by the parties,  the  short
form  lease  or  memorandum of lease and the  Supplemental  Lease
Agreement  may be consolidated into a single recordable document.
..

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


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

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

     16.14  WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH HEREBY
WAIVE  ALL  RIGHT  TO  A  TRIAL BY JURY  IN  ANY  CLAIM,  ACTION,
PROCEEDING  OR COUNTERCLAIM BY EITHER LANDLORD OR TENANT  AGAINST
THE  OTHER  ON  ANY MA TTERS ARISING OUT OF  OR  IN  ANY  W  A  Y
CONNECTED WITH THIS LEASE,


THE  RELATIONSHIP OF 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, firm, corporation or other entity
may  acquire  or  own or hold, directly or indirectly,  (i)  this
lease  or  the  leasehold estate created by  this  Lease  or  any
interest in this Lease or in any such leasehold estate; and  (ii)
any  such  other estate or interest in the Premises or  any  part
thereof. No such merger shall occur unless and until all persons,
corporations,  firms  and  other  entities  having  an   interest
(including  a  security  interest)  in  (1)  this  Lease  or  the
leasehold  estate created by this Lease; and .(2) any such  other
estate  or  interest in the Premises, or any part thereof,  shall
join in a written instrument effecting such merger and shall duly
record the same.


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

     16.23  NOT  BINDING  UNTIL EXECUTED.  This  Lease  does  not
constitute an "offer" and is not binding until fully executed and
delivered by Landlord.

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

     16.25  NO  CONTINUOUS  OPRERATION. 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   Six~-Four   Thousand   Dollars
($255,364,000.00) (a "Financial Assurance Failure Event"), Tenant
shall immediately notify Landlord and, within

ten (10) days following such notice from Tenant (or, in the event
Landlord becomes aware of a Financial Assurance Failure Event
prior to such notice from Tenant, then within ten (10) days
following written notice from Landlord) remit to Landlord a sum
(in cash or other immediately available funds) equal to the
aggregate Fixed Monthly Rent payments scheduled to be paid during
the final twelve (12) months of the Initial Term of this Lease
(the "Financial Assurance Amount").  The Financial Assurance
Amount shall be promptly deposited by Landlord in an interest
bearing account selected by Landlord, in Landlord's sole
discretion. Notwithstanding anything to the contrary contained
herein, any interest which accrues on the Financial Assurance
Amount shall be added to and included as part of the Financial
Assurance Amount for all purposes under this Section.

     In  connection  with the foregoing, on or  before  the  date
which  is forty-five (45) days following the expiration  of  each
fiscal quarter (other than the last fiscal quarter) of Tenant (it
being  understood and agreed that Tenant's fiscal year shall  end
on  the  Saturday closest to January 31 in each year)  during  or
relating to the Financial Assurance Period  , the dates which are
three  (3), six (6) and nine (9) months, respectively,  following
the  expiration  of the previous fiscal year of  Tenant),  Tenant
shall  furnish  or  cause  to be furnished  to  Landlord  current
financial  statements and a calculation of Tenant's then  current
tangible  net  worth, all prepared in accordance  with  generally
accepted accounting principles (GAAP) and certified by the  Chief
Financial Officer of Tenant. In addition, on or before  the  date
which is ninety (90) days following the expiration of each fiscal
year  of  Tenant  during or relating to the  Financial  Assurance
Period,  Tenant  shall (i) furnish or cause to  be  furnished  to
Landlord  audited,  current  financial  statements  prepared   in
accordance  with generally accepted accounting principles  (GAAP)
and   certified   by  a  reputable  accounting  firm   reasonably
acceptable  to Landlord, and (ii) a calculation of Tenant's  then
current tangible net worth (certified by Tenant's Chief Financial
Officer),   prepared   in  accordance  with  generally   accepted
accounting principles (GAAP). Tenant's failure to timely  provide
any  financial statement required pursuant to this Section shall,
without  further notice, constitute a default under  this  Lease.
Notwithstanding  anything to the contrary herein,  all  financial
statements  provided to Landlord pursuant to  the  provisions  of
this  Paragraph  shall  be  subject to the  agreements  regarding
confidentiality set forth in that certain letter agreement  dated
July  12,  2000 and executed by Landlord' s representative  (John
Plunkett)   on   July   13,   2000;   provided,   however,    and
notwithstanding  the  foregoing or any other contrary  provision,
Landlord   may   disclose  such  financial  statements   to   its
accountants, attorneys and other representatives and/or agents in
connection  with the administration of this Lease (which  parties
shall  also  maintain such financial statements as  confidential)
and/or  in  connection  with  any  litigation  or  other  dispute
concerning  this  Lease (provided Landlord shall  not  oppose  or
contest  a  motion  by  Tenant to have such documents  maintained
under seal of the decision making authority).

     The  Financial Assurance Amount shall be held  by  Landlord,
subject  to the following provisions of this Section, as security
for  the  faithful  performance by Tenant of all  of  the  terms,
covenants  and conditions of this Lease to be kept and  performed
by  Tenant  during  the remainder of the Lease  Term.  If  Tenant
defaults (beyond applicable notice and cure periods)

with  respect to any provision of this Lease, including  but  not
limited  to  the  provisions relating to  the  payment  of  Fixed
Monthly  Rent,  Additional  Rent and  other  charges  payable  to
Landlord  under  this  Lease, Landlord  may  (but  shall  not  be
required  to)  use,  apply or retain  all  or  any  part  of  the
Financial  Assurance Amount for the payment of any  such  sum  in
default or for the payment of any amount which Landlord may spend
or become obligated to spend by reason of Tenant's default, or to
compensate  Landlord for any other loss or damage which  Landlord
may   suffer  by  reason  of  Tenant's  default.  Notwithstanding
anything  to  the  contrary contained in this  Lease,  Landlord's
receipt,  use  or  application of the Financial Assurance  Amount
shall  in  no  way limit any other right or remedy  available  to
Landlord under this Lease or applicable law or equity .

                              Provided  Tenant  is  not  then  in
default  under  this  Lease  beyond applicable  notice  and  cure
periods, and Tenant has not previously been in default under this
Lease  beyond  applicable notice and cure  periods  at  any  time
during  the  period  in  which Landlord was  in  receipt  of  the
Financial Assurance Amount (or any portion thereof), then on  the
first   1st  anniversary  of  the  expiration  of  the  Financial
Assurance  Period (the "Disgorgement Commencement Date")  and  on
each anniversary of such date thereafter, Landlord shall disgorge
to  Tenant an amount equal to one-seventh (1/7) of the amount  of
the   Financial   Assurance  Amount  as   of   the   Disgorgement
Commencement  Date  until  the  Financial  Assurance  Amount   is
completely   disgorged   to  Tenant;   provided,   however,   and
notwithstanding the foregoing, the seventh (7th) such payment  by
Landlord  to  Tenant shall include any remaining portion  of  the
Financial Assurance Amount. In the event Landlord is not required
to  disgorge  the  Financial Assurance Amount (or  any  remaining
portion thereof) then, provided such amount is not otherwise used
or applied by Landlord in accordance with the other provisions of
this  Section, Landlord shall return to Tenant (or, at Landlord's
option,  the  last assignee of Tenant's interest  hereunder)  the
remaining balance of the Financial Assurance Amount within thirty
(30) days following the expiration of the Term of this Lease.

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

     16.28   SELLER'S  RECAPTURE  RIGHTS.  Landlord  and   Tenant
understand  that  Seller  has certain rights  of  recapture  with
respect to the Premises in accordance with Section 7 of the  Deed
Restrictions  (herein a "Recapture Right").  In  the  event  that
Landlord   and   Tenant  are  unable  to  obtain  all   necessary
governmental  permits  and approvals prior  to  the  Construction
Commencement  Date  (as  defined in the  Deed  Restrictions)  and
Seller  elects to exercise a Recapture Right as a result of  such
failure   to   obtain  the  permits  and  commence  construction,
notwithstanding anything contained herein to the  contrary,  this
Lease  shall be null and void and Landlord and Tenant shall  look
to  that certain "Repurchase Agreement" they entered into  as  of
the  -day  of  December, 2000 for their rights and remedies.  If,
however, Landlord and Tenant have obtained all of the necessary


governmental  permits and approvals for the construction  of  the
Premises   as   required  by  this  Lease  by  the  "Construction
Commencement  Date"  and Seller elects to  exercise  a  Recapture
Right for the Premises as a result of a violation of Section 7(A)
or  7(B)  of the Deed Restrictions, then i) Tenant shall have  no
further  liability  or  obligation  under  this  Lease   or   the
Repurchase Agreement, and ii) Landlord, as its sole and exclusive
remedy,  shall  be entitled to any amounts to be paid  by  Seller
pursuant to the recapture right.

     In  the  event Seller exercises its Recapture Right for  the
Premises as a result of a violation of Section 7(C), 7(D) or 7(E)
under  the Deed Restrictions, Landlord, as its sole and exclusive
remedy shall be entitled to receive the entire amount to be  paid
by  Seller  under  the  Deed Restrictions for  recapture  of  the
Premises;  in  addition,  Tenant  shall  reimburse  Landlord  the
difference, if any, between a) the amount required to be paid  by
Seller  under  the Deed Restrictions, and b) the sum  of  i)  the
purchase  price paid by Landlord for the Premises, plus  ii)  the
unamortized portion of the Development Costs (as defined  in  the
Deed  Restrictions)  for the Premises  as  of  the  date  of  the
recapture,  based upon the straight-line method  of  depreciation
over  a  twenty year period. Upon such payment, this Lease  shall
terminate and be of no further force and effect. In the event  of
a  recapture of the Premises by Seller, Landlord and Tenant shall
cooperate to maximize the value received from Seller.

IN  WITNESS WHEREOF, the parties have executed this Lease  as  of
the 26th day of April, 2001.


WITNESSES                          LANDLORD:

                              TRANSMILLS,L.L.C., a  Nevada
                              limited liability company

                              By:  TransMills Management Corp.  a
                              Nevada corporation

                              Its: Managing Member


/s/ Sherry Harrison           By:  /s/ John Plunkett Jr
Print Name: Sherry Harrison   Its: VP

/s/ Joanne Lucas
Print Name:  Joanne Lucas



                              TENANT:

                              STERLING INC.

                              By:  /s/ Richard W Miller

/s/George S Frankovich        Its:  Executive  Vice President

Print Name: George S Frankovich



/s/ Jennifer L Ritchey

Print Name:  Jennifer L Ritchey



STATE OF       )

COUNTY OF      )




BEFORE  ME,  a Notary Public, in and for said County  and  State,
personally appeared
                     , the                    of Transcontinental
Ventures,
Inc.,  a  Nevada  corporation, the  General  Partner  of  TransKo
Limited Partnership, a Delaware limited partnership, the Managing
Member of TransMills, L.L.C. a Nevada limited liability
company,  who  acknowledged  that  he  did  .sign  the  foregoing
instrument  and that the same is his free act and deed,  and  the
free act and deed of said limited liability company.

       IN   TESTIMONY  WHEREOF,   I   have hereunto  set my  hand
and official seal this    day of      2000.


Notary Public
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 16th day of April, 2001.



                              /s/ Jennifer L Ritchey

                                   Notary Public



                         [notary stamp]






                              TENANT:

                              STERLING INC.



                              By:
Print Name:


Print Name:

STATE OF NEVADA          )
                         COUNTY OF CLARK

BEFORE  ME,  a Notary Public, in and for said County  and  State,
personally appeared John Plunkett,
the  Vice  President  of  TransMills Management  Corp.  a  Nevada
corporation,  the  Managing Member of TransMills,  LLC  a  Nevada
limited liability company, who acknowledged that he did sight 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 day 26 day of April, 2001.

                              /s/ Jeanne A Lansford


                              Notary Public


                              [notary stamp]