ASSIGNMENT AND ASSUMPTION OF LEASE

       THIS   ASSIGNMENT  AND  ASSUMPTION  OF  LEASE   (this
"Assignment")  made  this 5 day of February,  2004,  by  and
between  TRANSLAKEWOOD,  LLC,  a  Nevada  limited  liability
company  ("Assignor"), having an address at  1605  Lake  Las
Vegas  Parkway, Henderson, Nevada 89011, and AEI REAL ESTATE
FUND   XVIII   LIMITED  PARTNERSHIP,  a  Minnesota   limited
partnership,  and  AEI NET LEASE INCOME &  GROWTH  FUND  XIX
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  14145  West Colfax Avenue, Lakewood,  Jefferson
County, Colorado (the "Property");

      WHEREAS, Assignor has leased the Property to  Sterling
Jewelers Inc., a Delaware corporation ("Sterling"), pursuant
to  that  certain Lease Agreement dated August 6, 2002  (the
"Lease"); and

      WHEREAS,  Assignor desires to assign its right,  title
and  interest  in and to the Lease to AEI Real  Estate  Fund
XVIII   Limited  Partnership,  an  undivided  fifty  percent
(50.0%)  interest as a tenant in common; and AEI  Net  Lease
Income  &  Growth Fund XIX 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;

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

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

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

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

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

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

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

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



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


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

ASSIGNOR:                TRANSLAKEWOOD, LLC,
                         a Nevada limited liability company

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


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




STATE OF NEVADA          )
                         ) ss.
COUNTY OF CLARK          )

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

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

                              /s/ Teresa A Neuman
                                  Notary Public

[notary stamp]

ASSIGNEE:                AEI REAL ESTATE
                         FUND XVIII LIMITED PARTNERSHIP,
                         a Minnesota limited partnership

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


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

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

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


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


STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )


      The foregoing was acknowledged before me this  day  of
January,  2004, by Robert P. Johnson, the President  of  AEI
Fund  Management  XVIII, INC., a Minnesota corporation,  the
General  Partner  of  AEI  Real Estate  Fund  XVIII  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  day  of
January,  2004, by Robert P. Johnson, the President  of  AEI
Fund  Management  XIX,  INC., a Minnesota  corporation,  the
General  Partner of AEI NET LEASE INCOME & GROWTH  FUND  XIX
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

Lot 2, Block 6, COLORADO MILLS SUBDIVISION, County of
Jefferson, State of Colorado, as shown on the plat recorded
on December 21, 2001, in Plat Book 164, at Map 47, and at
Reception No. F1385925.









                                               Store No. 422
                                              Colorado Mills
                                   Jefferson County, Colorad



                            LEASE

                           BETWEEN

                      TRANSLAKEWOOD LLC
             a Nevada limited liability company

                             AND

                    STERLING JEWELERS INC
                   a Delaware corporation


                    Dated August 6, 2002







                            LEASE


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

                          ARTICLE I
                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  (parcel D-2 or   Lot 2) 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 "G". 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.

     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.

Colorado Mills Purchase
and Sale Agreement:             shall   mean  that   certain
                    .agreement   between   Colorado    Mills
                    Residual Limited Partnership, as Seller,
                    and Landlord, as buyer, entered into  on
                    or about April 24, 2002 whereby Landlord
                    has the right to purchase the Premises.

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

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

Cross Access Areas:       shall have the same meaning as set
                    forth in the Deed Restrictions.

Deed Restrictions:          shall    mean   those    certain
                    restrictions contained in the Deed which
                    transferred  the Premises from  Colorado
                    Mills  Residual  Limited Partnership  to
                    Landlord pursuant to the Colorado  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, fai1ure 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
                    Teffi1s  ten  percent (10%) twenty  (20)
                    Lease Years and any Partial Lease Years,
                    commencing on the Commencement Date.

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

With a copy to:

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

Landlord's Work:           shall   mean  the  work   to   be
                    perfoffi1ed  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 Assessments:  shall Have the' same meaning as is
set forth in the Deed Restrictions. .



Master Declaration:           shall mean that certain Master
                    Declaration  of  Easements,   Covenants,
                    Conditions  and  Restrictions  made   by
                    Colorado Mills Limited PaI:1nership  and
                    Colorado Mills Residual Partnership  and
                    recorded  on  November 13, 2001  in  the
                    records of Jefferson County, Colorado at
                    Reception Number F1357452.

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.

Permitting Period:        shall mean the period beginning on
                    the  date  Landlord executes this  Lease
                    and ending on June 20, 2002.

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  Denver, Colorado region;  provided,
                    however, Tenant may operate the Premises
                    under a different trade name so long  as
                    all   Jared,  The  Galleria  of  Jewelry
                    stores  in  the Denver, Colorado  region
                    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 D-
                    2  on  the Site Plan, together with  all
                    improvements   thereon,    located    in
                    Jefferson    County,   Colorado.     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, and  access
                    to,  from  and between the Premises  and
                    that  certain  tract or parcel  of  land
                    designated on the Site Plan as Parcel D-
                    l,  the-  Shared Driveway and the  Cross
                    Access  Area,  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 and Parcel D-l.



Premises Cost:                  shall   mean  the  cost   to
                    perfonl1 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.

Seller:                   shall mean Colorado Mills Residual
                    Limited Partnership.

Shared Driveway:         shall have the same meaning as  set
                    forth in the Deed Restrictions.

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

Study Period:                 shall mean that period of time
                    commencing on the Effective Date of  the
                    Colorado   Mills   Purchase   and   Sale
                    Agreement   (as  defined  therein)   and
                    ending sixty (60) days thereafter.


Tenant:             Sterling Jewelers Inc.
                    375 GhentRoad
                    Akron, Ohio 44333
                    Attn: Real Estate Department
                    FAX: (330) 668-5050

                    With copies to:

                    Brouse McD.owell LP A
                    1001 Lakeside A venue, 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 perfonl1ed by or at the direction
                    of  Tenant in fixturing the Premises  as
                    more  specifically identified on Exhibit
                    "C-l ", attached hereto.



Title Commitment:        shall have the same meaning as set
                    forth in the Colorado Mills Purchase and
                    Sale Agreement.

Title Matter:                 shall have the same meaning as
                    set forth in the Colorado Mills Purchase
                    and Sale Agreement.

Title Review Period:           shall mean the time period up
                    to and including June 7, 2002.

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


                          ARTICLE 2
                        TERM AND RENT

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

     2.2 Intentionally Omitted.

     2.3  Fixed  Monthly Rent. For the use and occupancy  of
the  Premises,  Tenant shall pay Landlord the Fixed  Monthly
Rent,  in  advance  and without demand,  commencing  on  the
Commencement Date and continuing on the first  day  of  each
calendar month thereafter during the Lease Term, without any
offset  or  deduction  except as specifically  provided  for
herein.  The Fixed Monthly Rent in effect immediately  prior
to   the  Increase  Date  shall  increase  by  the  Increase
Percentage  on  each Increase Date. Should  the  Lease  Term
commence  on  a day other than the first day of  a  calendar
month, then the rental for such first fractional month shall
be  computed  on  a  daily basis for  the  period  from  the
Commencement.  Date to the end of such calendar month at an.
amount  equal to 1/30th of the Fixed Monthly Rent  for  each
day.  Should the Lease Term end on a day other than the last
day of a calendar month, then the rental for such fractional
month  shall be computed on a daily basis at an amount equal
to  1/30th  of the Fixed Monthly Rent for each  day.  Tenant
shall pay Landlord the Fixed Monthly Rent in lawful money of
the  United States at the address for Landlord set forth  in
the  Fundamental Lease Provisions, or to such other  persons
or at such other places as Landlord may designate in writing
to Tenant. Landlord and Tenant acknowledge that the Premises
Cost computation on Exhibit "E" is an estimate, and agree to
supplement and/or amend Exhibit "E" after the Premises  Cost
is   actually   determined.  Landlord   and   Tenant   shall
retroactively adjust the Fixed .Monthly Rental payments once
the  computation of Exhibit "E" has been finalized.  In  the
event the cost of developing and




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

     2.4  Additional Rent. In addition to the Fixed  Monthly
Rent,   as  increased,  Tenant  shall  pay  to  the  parties
respectively entitled thereto all insurance premiums,  Taxes
(as  defined in Article 4), the Maintenance Assessments  (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 ally 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 "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  sha1J
..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 Assessments and Promotion  Assessment:
Public Improvement Fees. Landlord and Tenant understand  and
acknowledge   that  there  may  be  a  certain   Maintenance
Assessments  and  Promotion Assessment (the "  Assessments")
and  certain  public  improvement fees ("PIF")  against  the
Premises   pursuant   to   the  Deed  Restrictions,   Master
Declaration or other documents affecting the Premises.  Such
Assessments  and  PIF  shall be the sole  responsibility  of
Tenant  during the term of this Lease and shall be  paid  by
Tenant  as and when such Assessments and PIF become due  and
payable.  The rights and responsibilities pursuant  to  such
Assessments and PIF 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 and PIP.

     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 "a"), 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. This Lease is and shall be subject  to
the  terms and provisions of the Master Declaration and  the
Deed  Restrictions (including, without limitation,  Seller's
rights to re-enter the Premises pursuant to Paragraph  5  of
the Deed Restrictions).

     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
thai  Landlord  makes  no  warranty  with  respect  to   the
Premises.




     3.3 Compliance With Law.

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

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

     3.4   Environmental  Compliance.  Excepting   acts   or
omissions of Landlord or its agents, for which Tenant  shall
have no liabilities, Tenant acknowledges the following:
     3.4.1 Tenant shall, at its sole cost and expense at all
times  during  the  Term, comply in all  respects  with  the
Environmental  Laws  (as  defined  below)  in  its  use  and
operation of the Premises.

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

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

     3.4.4 If Tenant uses or permits the Premises to be used
so  as  to  subject Tenant Landlord or any occupant  of  the
Premises  to  a  claim  of violation of  Environmental  Laws
(unless contested in good faith by appropriate proceedings),
Tenant  shall,  at  its  sole cost and expense,  immediately
cease 9r cause cessation of such use or operations and shall
remedy and fully cure any conditions arising therefrom.

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



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

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

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

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

     3.4.9  Landlord acknowledges and covenants that in  the
event  that  through  no  fault  of  Tenant,  Tenant's  use,
occupancy and enjoyment of the Premises ("Occupancy")  shall
be  materially interfered with by reason of the existence or
remediation of any Hazardous Materials for a period  of  two
(2)  years  or  more, then Tenant shall have  the  right  to
terminate this Lease by giving written notice tc 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 (1) 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 Tenn.

     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-fonnaldehyde 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,  ecologicial, 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 Pern1its 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  Pavment of Taxes. Tenant shall pay the  Taxes  (as
defined in the following Section) applicable to the Premises
during  the  Lease Tenn. 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. i paid.  If
any  such   Taxes paid by Tenant shall cover any  period  of
time prior to, or after the




expiration  of,  the Lease Tern1, Landlord  shall  reimburse
Tenant  to the extent required. If Tenant shall fail to  pay
any  such Taxes, Landlord shall have the right (but not  the
obligation)  to  pay the same, in which  case  Tenant  shall
repay  such amount plus any penalties and interest resulting
therefrom to Landlord within five (5) days after receipt  of
a bill therefor.

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

     4.2.1  any  forn1  of  real estate tax  or  assessment,
special  taxes  and  assessments, ad valorem  tax  or  gross
receipts  tax imposed by any authority having the direct  or
indirect power to tax, including any city, county, state, or
federal  government, or any school, agricultural,  sanitary,
fire,   street,  drainage,  or  other  improvement  district
thereof,  on, against or with respect to the Premises,  this
Lease,  any legal or equitable interest of Landlord  or  any
superior  landlord in the Premises, or in the real  property
of  which the Premises are a part, Landlord's right to  rent
or.  other  income  therefrom  and  Landlord's  business  of
leasing the Premises;

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

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

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

Tenant  shall pay when due, and indemnify and hold  Landlord
harmless  from and against, any .Taxes. Notwithstanding  the
foregoing,  the term "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  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 of 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, the case may be, to  their
respective properly, the Premises or its contents  that  are
caused  by  or result from risks insured against under  any,
insurance  policies required to be carried  by  the  parties
under  this  Lease or carried by the parties hereto  and  in
force  at the time of any such damage. The foregoing waivers
of  subrogation shall be operative only so long as available
in  the  jurisdiction where the Premises are located and  so
long as no policy of insurance is invalidated thereby.

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

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

     5.6 Indemnification.

     5.6.1  Subject to Subsection 5.6.3 below, Tenant  shall
indemnify  Landlord for, defend Landlord against,  and  save
Landlord  harmless from any liability, loss,  cost,  injury,
damage  or  other  expense  or  risk  whatsoever,  including
reasonable attorneys' fees, that may occur or be claimed  by
or with respect to any person(s) or property on or about the
Premises and resulting directly or indirectly from:



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

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

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

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

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

     5.6.2 [Intentionally Omitted]

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


                          ARTICLE 6
                  MAINTENANCE AND 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 waive~ 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 chancres and  improvements:  to  1he
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:

     7.1  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  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  A1teration  shall  tie-in  or  connect   the
Premises  or  any  improvements thereon  with  any  property
outside  the Premises without the prior written  consent  of
Landlord.

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

     7.4.6 [Intentionally Omitted]

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

     7.6  Signs. Tenant shall have the right to install  and
maintain  a  sign  or signs on all fascia of  the  Premises;
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.  Tenant shall also have the right to  install  one
sign  panel on the shared pylon sign. constructed or  to  be
constructed Seller, and one sign panel on each face  of  the
shared  ground   mounted monument sign to be constructed  by
Landlord  on  or adjacent to 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 ill item (ii)  of  the
previous sentence shall be obtained by Tenant. Tenant  shall
maintain  its  signs in good condition  and  repair  at  all
times,  and shall save the Landlord harmless from injury  to
person or property arising from the erection and maintenance
of  said  signs.  Upon vacating the Premises,  Tenant  shall
remove  all  signs  and  repair all damage  caused  by  such
removal  including restoring areas occupied by the Signs  to
the  extent reasonably practicable to the condition existing
prior to such removal. Landlord covenants and warrants  that
it  has  approved  Tenant's  signs  and  the  Sign  Drawings
attached  hereto  as Exhibit "D" prior to or  simultaneously
with its execution of this Lease.

                          ARTICLE 8
         DAMAGE, DESTRUCTION, OBLIGATION TO REBUILD

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

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

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

     8.3 Intentionally Omitted.

     8.4   Insurance Proceeds. Notwithstanding  anything  to
the.  contrary. contained herein, any reference to  casualty
insurance  and/or  insurance proceeds shall  mean  insurance
payable  with  respect to the Building on the Premises.  Any
insurance with respect to Tenant's Trade Fixtures  or  other
personal  property  of  Tenant shall  be,  and  remain,  the
property of Tenant, notwithstanding anything to the contrary
herein.
                          ARTICLE 9
                       EMINENT DOMAIN

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

     9.2 Partial Taking. In the event that (i) more than 25%
of  the  Gross Leasable Area of the Premises, including  the
parking area serving the Premises, is taken under the  power
of  eminent  domain by any public or quasi-public authority,
(ii) by reason of any appropriation or taking, regardless of
the  amount so taken, the remainder of the Premises  is  not
one  undivided parcel of property, or (iii) as a  result  of
any taking, regardless of the amount so taken, the remainder
of  the  Premises is rendered unsuitable for  the  continued
operation  of Tenant's business, either Landlord  or  Tenant
shall have the right to terminate this Lease as of the  date
Tenant  is required to vacate a portion of the Premises,  by
giving the other notice of such election within thirty  (30)
days after receipt by Tenant from Landlord of written notice
that  the  Premises  have  been so  appropriated  or  taken.
Landlord   agrees   immediately  after   learning   of   any
appropriation or taking to give to Tenant notice in  writing
thereof.  In  the event of such termination,  upon  Tenant's
payment to Landlord of all rents accruing through such date,
both  Landlord  and Tenant shall thereupon be released  from
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   sha1l  be  an  equital
adjustment   of  the  rent payable by  Tenant  hereunder  by
reason  of  such  partial taking Tenant  hereby  waives  any
statutory rights of termination which may arise by reason of
any  partial  taking  of the Premises  under  the  power  of
eminent domain. .

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




according to the law in effect in the jurisdiction where the
Premises  are  located,  so long  as  such  award  does  not
diminish the value of Landlord's award. In the event that  a
separate  award  is  not  made to Tenant,  Tenant  shall  be
entitled to share in any award made to Landlord, as long  as
Landlord  first receives the fair market value of  the  real
property  upon  which  the Premises  are  located  plus  the
unamortized Premises Cost.

                         ARTICLE 10
                  ASSIGNMENT AND SUBLETTING

     10.1 Right of Assignment and Subletting.

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

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

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

     11.1.1 [Intentionally Omitted]

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




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

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

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

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

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

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

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

     11.2.2  Maintain  Tenant's right to possession  of  the
Premises by any lawful means, in which case this Lease  arid
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.

     1.2.1.4  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 Colorado 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

             TITLE, DUE DILIGENCE AND PERMITTING

14.1 Title Landlord and Tenant shall work together to obtain
and  review the Title Commitment prior to the expiration  of
the  Title  Review Period. If after a review  of  the  Title
Commitment  there is any Title Matter which is  unacceptable
to  Tenant  ("Title  Objections"),  .  Tenant  shall  notify
Landlord  of  any  such  Title  Objections  prior   to   the
expiration  of  the Title .Review Period and Landlord  shall
notify  Seller  of such Title Objections in the  manner  and
time  period as set forth in the Colorado Mills Purchase and
Sale  Agreement. If Seller declines to .cure any such Title:
Objections  .or  fails  to cure any  such  Title  Objections
within  the  time  period set forth in  the  Colorado  Mills
Purchase and Sale Agreement, Landlord shall so notify Tenant
and  Tenant  shall  have  the  right  to  waive  such  Title
Objections  and  proceed to closing, or  to  terminate  this
Lease by providing written notice to Landlord in which event
this  Lease  shall be null and void and of no further  force
and  effect,  all as set forth. more fully in  the  Colorado
Mills  Purchase  and Sale Agreement   In  addition,  in  the
event  a  Title Matter .arises which was not  shown  on  the
Title Commitment Tenant shall have the right to determine if
such new Title Matter is a Title



Objection and the procedures set forth in the Colorado Mills
Purchase and Sale Agreement shall be followed to resolve the
same.  In  no  event shall Landlord terminate  the  Colorado
Mills  Purchase and Sale Agreement as a result of any  Title
Objections without the prior written consent of Tenant which
Tenant may withhold in its sole and absolute discretion.

     14.2  Due  Diligence. Landlord and  Tenant  shall  work
together   to   make   and  perform  all  necessary   tests,
inspections,  surveys and studies of the  Premises,  and  to
confirm  the size, configuration, feasibility and  condition
(including  all  items  referenced in  Section  2.2  of  the
Colorado  Mills Purchase and Sale Agreement) of the Premises
(the  "Due Diligence") prior to the expiration of the  Study
Period  and  in  accordance with the terms of  the  Colorado
Mills Purchase and Sale Agreement. If after a performance of
the  Due Diligence, Tenant determines in its sole discretion
that  the Premises is not acceptable, Tenant shall have  the
right  to tern1inate this Lease by providing written  notice
to  Landlord at least seven (7) days prior to the expiration
of  the Study Period in which event this Lease shall be null
and  void  and of no further force and effect. In  no  event
shall  Landlord tern1inate the Colorado Mills  Purchase  and
Sale  Agreement as a result of any information obtained from
the  performance  of  the Due Diligence  without  the  prior
written consent of Tenant which Tenant may withhold  in  its
sole and absolute discretion.

     14.3   Permitting.  Landlord  shall  use  its  diligent
efforts   to  obtain  all  necessary  governmental,   quasi-
governmental   and   other  approvals  necessary   for   the
performance of Landlord's Work (collectively, the "Permits")
on  or  before  the  expiration of  the  Permitting  Period.
Landlord  shall notify Tenant in writing at least  five  (5)
business  days  prior to the expiration  of  the  Permitting
Period  if Landlord is unable to obtain the Pern1its  within
such  time  period, in which event Landlord shall  take  all
action necessary under the Colorado Mills Purchase and  Sale
Agreement  to so extend the Permitting Period (the "Extended
Pern1itting Period") and shall notify Tenant in  writing  of
the  anticipated  date  when  Permits   shall  be  obtained.
Landlord  shall notify Tenant at least twenty-one (21)  days
prior  to the expiration of the Extended Pern1itting  Period
if  Landlord still is unable to obtain the Pern1its, despite
using  diligent efforts. Within seven (7) days after receipt
of  such  notice,  Tenant shall provide  written  notice  to
Landlord  of its election to either (i) proceed  to  closing
under  the  Colorado Mills Purchase and Sale  Agreement;  or
(ii)  terminate the Lease in which event this Lease will  be
null  and  void  and  of no further force  and  effect  (the
"Tenant  Election Notice"). If Tenant fails to  provide  the
Tenant  Election  Notice within. the time period  set  forth
above,  Tenant shall be deemed to have elected to  terminate
the Lease. If Landlord is unable to obtain the Permits prior
to  expiration  of  the Extended Permitting  Period  despite
using  diligent  efforts and Tenant  elects  to  proceed  to
closing  as  stated  in  (i) above, Landlord  shall  provide
written notice to tenant within seven (7) days after receipt
of  the Tenant Election Notice of its election to either (i)
proceed  to  closing under the Colorado Mills  Purchase  and
Sale  Agreement, obtain the Permits and complete  Landlord's
Work;  or  (ii) terminate this Lease provided that  Landlord
assigns  to  Tenant all of its right, title and interest  in
and  to the Colorado Mills Purchase and Sale Agreement,  and
all   due   diligence  materials  and  other   reports   and
information obtained by Landlord in connection therewith, at
least seven (7) days prior to the expiration of the Extended
'Permitting  Period (the . "Landlord Election  Notice").  If
Landlord  fails  to  provide the  Landlord  Election  Notice
within  the time period set forth above, Landlord  shall  be
deemed to. have elected to terminate the Lease and to assign
the  necessary documents to Tenant. Within two (2)  business
days after receipt of



Landlord's Election Notice (or expiration of the time period
to  provide  Landlord's Election Notice), Tenant shall  have
the  right by written notice to Landlord to request Landlord
to not assign the Colorado Mills Purchase and Sale Agreement
and  related  due diligence materials and to  terminate  the
Colorado  Mills Purchase and Sale Agreement.  In  the  event
Landlord elects option (ii) stated above and Tenant does not
request  the termination of the Colorado Mills Purchase  and
Sale  Agreement  within  the two day  period  stated  above,
Landlord  shall assign the Colorado Mills Purchase and  Sale
Agreement  and related documents to Tenant as  stated  above
and  Tenant  shall reimburse Landlord for all of its  actual
out-of-pocket  costs paid to third party providers  incurred
in  connection  with the Colorado Mills  Purchase  and  Sale
Agreement  (i.e.  costs  related  to  survey,  title   work,
environmental reports and other due diligence items and  the
earnest  money deposit paid in connection with the  Colorado
Mills  Purchase  and  Sale  Agreement,  but  excluding   any
development  fee  or related fee) within  thirty  (30)  days
after  receipt  of  a  written invoice from  Landlord  which
invoice shall include all back-up data and documentation  in
support of such costs. Except as provided above, in no event
shall  Landlord  terminate the Colorado Mills  Purchase  and
Sale  Agreement as a result of the inability to  obtain  the
Permits  without the prior written consent of  Tenant  which
Tenant may withhold in its sole and absolute discretion


                         ARTICLE 15
                       CONSTRUCTION .1

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

     15.2   Landlord's  Work.  After  having  obtained   the
Permits,  Landlord shall construct the Premises and  related
improvements on the Premises Site on a turnkey basis  at  no
cost   to   Tenant,  in  accordance  with  the   Plans   and
Specifications  attached  hereto  as  Exhibit  "C"  and   in
accordance with the zoning, building, environmental,  health
and  safety  codes of the governmental units  in  which  the
Premises  are situated ("Landlord's Work"). Landlord's  Work
shall  also include the construction of the Shared  Driveway
and  the Cross Access Areas as set forth more fully  in  the
Deed  Restrictions. One-half (1/2) of all costs  related  to
the  initial  construction  of the  Shared  Driveway  and  a
proportionate share of the cost related to that  portion  of
the  Cross  Access  Areas located on the Premises  shall  be
included  in  the Premises Cost for purposes of  this  Lease
and, as such, included in the determination of Fixed Monthly
Rent.   Landlord   shall   be  responsible   for   obtaining
reimbursement  for  any  other costs  for  constructing  the
Shared Driveway and the Cross Access Areas from the adjacent
landowner  as  .more  specifically  provided  in  the   Deed
Restrictions.  Landlord shall complete all  foundations  for
the principal building improvements to be constructed on the
Premises  (to  "Commence Construction"  as  defined  in  the
Colorado Mills " Purchase and Sale Agreement) on "or  before
three   (3)   months  after  the  recording  of  the   Deed.
Restrictions.   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 Majure.
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 ofa 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 constructicn
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 P1;lnchlis.tJteins,  as  soon  as
possible, and in so doing shall not .unreasonably interfere,
and   shall   cause  its  contractors  not  to  unreasonably
interfere,  wiith the fixturing, furnishing,  equipping  and
stocking  of  the  Premises by Tenant and  its  contractors.
Notwithstanding  the foregoing, once (i)  Tenant  has  taken
possession  of  the  Premises  and  Landlord  has  completed
Landlord's  Work,  (ii)  all  Punchlist  Items   have   been
completed,  and (iii) all warranties have been  assigned  to
Tenant,   Landlord   shall  have  no  further   construction
obligations hereunder .

     .15.6 Failure to Deliver. Notwithstanding any provision
of  this Lease to the contrary, if the Delivery Date has not
occurred  within  thirty  (30) days after  the  Construction
Period (delays



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

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


                         ARTICLE 16
                     GENERAL PROVISIONS

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

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

     16.3 Subordination. This Lease shall be subor4inate  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 equest 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 perfo"m1ed 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  an~  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 of 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 fault 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 firm1ly 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 therefore going, 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  Teriant's -receipt' of such notice the  monthly
Tent  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 deed to have accrued upon



the  announcement of such action or proceeding and shall  be
enforceable  whether  or not such action  or  proceeding  is
prosecuted to judgment.

     16.14  Waiver of Jury Trial. LANDLORD AND  TENANT  EACH
HEREBY  WAIVE  ALL RIGHT TO A TRIAL BY JURY  IN  ANY  CLAIM,
ACTION,  PROCEEDING  OR COUNTERCLAIM BY EITHER  LANDLORD  OR
TENANT AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN
ANY  W  AY  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
terms, covenants, conditions or provisions of this Lease. In
the  event of a breach or d~fau1t by Landlord of any of  its
obligations  under  this  Lease,  Tenant,  and  any  persons
clain1ing  by, through or under Tenant shall look solely  to
the   equity  of  the  Landlord  in  the  Premises  for  the
satisfaction  of Tenant's and/or such persons' remedies  and
claims for damages.

     16.16  No  Merger.  There shall be no  merger  of  this
Lease,  or the leasehold estate created by this Lease,  with
any  other estate or interest in the Premises, or  any  part
thereof,  by reason of the fact that the same person,  firm,
corporation  or  other entity may acquire or  own  or  hold,
directly  or  indirectly, (i) this lease  or  the  leasehold
estate  created by this Lease or any interest in this  Lease
or  in  any  such leasehold estate; and (ii) any such  other
estate  or interest in the Premises or any part thereof.  No
such  merger  shall  occur unless  and  until  all  persons,
corporations  firms  and other entities having  an  interest
(including  a  security interest) in (1) this Lease  or  the
leasehold  estate Created by this Lease; and  (2)  any  such
other  estate  or  interest in the  Premises,  or  any  part
thereof,  shall join in a written instrument effecting  such
merger and shall duly record the same.

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

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

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




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

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

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

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

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

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

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

     16.27  Financial  Assurance Provision.  Notwithstanding
anything to the contrary contained in this Lease, if at  any
time  during  the  initial  seven  (7)  years  of  the  Term
(measured   from  the  Commencement  Date)  (the  "Financial
Assurance Period"), the "tangible net worth"



  (as  hereinafter defined) of Tenant (as of  the  time  any
quarterly  or annual financial statement and/or  calculation
of tangible net worth is due, as provided below) falls below
the amount equal to fifty percent (50%) of Tenant's tangible
net  worth  as of January 29, 2000 of Two Hundred Fifty-Five
Million    Three   Hundred   Sixty-Four   Thousand   Dollars
($255,364,000.00) (a "Financial Assurance  Failure  Event"),
Tenant  shall  immediately notify Landlord and,  within  ten
(10)  days  following such notice from Tenant  (or,  in  the
event  Landlord  becomes  aware  of  a  Financial  Assurance
Failure Event prior to such notice from Tenant, then  within
ten  (10) days following written notice from Landlord) remit
to  Landlord  a sum (in cash or other immediately  available
funds)  equal  to the aggregate Fixed Monthly Rent  payments
scheduled to be paid during the final twelve (12) months  of
the  Initial  Term of this Lease (the " Financial  Assurance
Amount").  The Financial Assurance Amount shall be  promptly
deposited  by  Landlord  in      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 (ie, 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  representative. (John Plunkett)  on  July  13,
2000; provided, however, and . notwithstanding the foregoing
or  any other contrary provision Landlord may disclose  such
financial statements to its accountants, attorneys and other
representatives  and/or  agents  in  connection  with,   the
administration  of  this  Lease (which  parties  shall  also
maintain  such financial statements as confidential)  and/or
in   connection   with  any  litigation  or  other   dispute
concerning this Lease (provided Landlord shall not oppose or
contest   a   motion  by  Tenant  to  .have  such  documents
maintained under seal of the decisionmaking authority)





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

     Provided Tenant is not then in default under this Lease
beyond  applicable notice and cure periods, and  Tenant  has
not  previously  been  in default under  this  Lease  beyond
applicable  notice and cure periods at any time  during  the
period  in  which Landlord was in receipt of  the  Financial
Assurance Amount (or any portion thereof), then on the first
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  (7111)  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 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.





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






IN  WITNESS WHEREOF, the parties have executed this Lease as
of the 6th   day of August 2002


WITNESS                         LANDLORD:

/s/Peggy Jetten                 TRANSLAKEWOOD, L.L.C.,

Print Name Peggy Jetten         a  Nevada  limited liability company



                                By:  TransLakewood Management
                                     Corporation,

                                a Nevada corporation
                                Its: Managing Member



                                By/s/ John Plunkett Jr
                                Its President


                                TENANT:

                                STERLING JEWELERS INC.



/s/  George S Frankovich        By: /s/ Richard  W Miller

Print Name George S Frankovich  Its  Executive Vice President



STATE OF NEVADA

COUNTY OF CLARK



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



      IN  TESTIMONY WHEREOF I have hereunto set my hand  and
official seal this 6th day of August 2002.



                              /s/ Teresa A Neuman
                                  Notary Public

[notary stamp]





STATE OF OHIO

COUNTY OF SUMMIT



BEFORE ME a Notary Public, in and for said County and State,
personally  appeared  Richard  Miller  the  Executive   Vice
President of Sterling Jewlers Inc who acknowledged  that  he
did  sign the foregoing instrument and that the same is  his
free  act  and  deed,  and the fee  act  and  deed  of  said
corporation.



      IN  TESTIMONY WHEREOF I have hereunto set my hand  and
official seal this 18th day of July 2002.



                              /s/ Thomas E Griffin
                                   Notary Public

[notary stamp]